<PAGE>

                                   FORM 10-Q

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

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

               For the quarterly period ended December 31, 2000

                       Commission File Number 333-11591

                             Tice Technology, Inc.
            (Exact name of registrant as specified in its charter)

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

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

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

                                (865) 524-1070
             (Registrant's telephone number, including area code)

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

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.        Yes  X  No
                                              ---    ---

     The number of shares outstanding of each of the registrant's classes of
common stock on February 1, 2001 was 21,548,329 Common Shares, 750,000 Class B
Common Shares and 0 Class D Common Shares.
<PAGE>

                        PART 1 - FINANCIAL INFORMATION

Item 1.    Financial Statements.

                                                                          Page
                                                                          ----

Condensed Consolidated Balance Sheets -- As of December 31, 2000            2
         and March 31, 2000

Condensed Consolidated Statements of Operations -- For the Three Months     4
         and the Nine Months Ended December 31, 2000 and 1999

Condensed Consolidated Statements of Cash Flows -- For the Nine Months      5
         Ended December 31, 2000 and 1999

Notes to Condensed Consolidated Financial Statements                        6
<PAGE>

                     Tice Technology, Inc. and Subsidiary
                     Condensed Consolidated Balance Sheets
                     -------------------------------------

                                                    December 31,      March 31,
                                                        2000          2000 (1)
                                                    ------------      ---------
                                                             (unaudited)

Assets

Cash and cash equivalents                           $     5,683     $   218,828
Accounts receivable, less allowance for                 389,284          79,295
  doubtful accounts of $24,000 and $15,000 at
  December 31, and March 31, 2000, respectively
Prepaid expenses and other assets                        41,012           7,235
Inventory, net                                          603,892         591,314
                                                    -----------     -----------

         Total current assets                         1,039,871         896,672

Property and equipment:
     Leasehold improvements                               8,523           8,523
     Furniture, fixtures and equipment                  654,902         653,753
     Vehicles                                            13,993          42,043
                                                    -----------     -----------

         Total property and equipment                   677,418         704,319

         Less accumulated depreciation                 (538,959)       (524,451)
                                                    -----------     -----------

         Property and equipment, net                    138,459         179,868

Patents, net                                            206,041         203,857
Debt issuance costs, net                                 27,219          35,384
Other assets                                             22,900          14,630
                                                    -----------     -----------



         Total assets                               $ 1,434,490     $ 1,330,411
                                                    ===========     ===========

(1)  The March 31, 2000 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

                                       2
<PAGE>

                     Tice Technology, Inc. and Subsidiary
                     Condensed Consolidated Balance Sheets
                     -------------------------------------

<TABLE>
<CAPTION>
                                                                  December 31,           March 31,
                                                                      2000               2000 (1)
                                                                  ------------          -----------
                                                                              (unaudited)
Liabilities and Stockholders' Deficit

<S>                                                               <C>                     <C>
Notes payable and current maturities of long-term debt            $    428,878            $  10,965
Accounts payable                                                       223,905               32,997
Accrued interest                                                        30,028               76,389
Other accrued liabilities                                              387,622               93,447
Notes payable to related parties, current portion                      100,000               50,000
                                                                  ------------          -----------

         Total current liabilities                                   1,170,433              263,798

Notes payable to related parties, long-term portion                    480,036              445,612
Notes payable, long-term portion, net of $56,984 discount              965,299              961,181
                                                                  ------------          -----------

         Total liabilities                                           2,615,768            1,670,591
                                                                  ------------          -----------

Stockholders' deficit:

Capital stock, no par value; 2,000 shares authorized;                   13,493               13,493
     750 shares issued and outstanding at December 31,
     and March 31, 2000
Common Shares, par value $.01; 30,000,000 shares authorized;            85,483               85,126
     8,548,329 and 8,512,615 shares issued and outstanding
     at December 31, and March 31, 2000, respectively
Class B Common Shares, convertible, par value $.01;                      7,500                7,500
     5,000,000 shares authorized; 750,000 shares issued and
     outstanding at December 31, and March 31, 2000
Class D Common Shares, convertible, par value $.01;                         --                   --
     600,000 shares authorized; none issued or outstanding
Preferred Shares, par value $.01; 10,000,000 shares authorized;             --                   --
     none issued or outstanding
Additional paid in capital                                           3,245,983            3,221,340

Accumulated deficit                                                 (4,533,737)          (3,667,639)
                                                                  ------------          -----------

     Total stockholders' deficit                                    (1,181,278)            (340,180)
                                                                  ------------          -----------

     Total liabilities and stockholders' deficit                  $  1,434,490          $ 1,330,411
                                                                  ============          ===========
</TABLE>

(1)  The March 31, 2000 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>

                     Tice Technology, Inc. and Subsidiary
                Condensed Consolidated Statements of Operations
                -----------------------------------------------

<TABLE>
<CAPTION>
                                               For the three months             For the nine months
                                                ended December 31,               ended December 31,
                                               2000            1999            2000            1999
                                            -----------     -----------     -----------     -----------
                                                    (unaudited)                     (unaudited)

Operating revenues:
<S>                                         <C>             <C>             <C>             <C>
     Sales and service                      $    95,416     $    64,096     $   343,427     $   233,669
     License fees                               250,000              --         250,000              --
     Royalties                                   45,000          90,100         150,000         138,682
                                            -----------     -----------     -----------     -----------

         Total operating revenues               390,416         154,196         743,427         372,351

Operating expenses:
     Cost of revenues                           144,922         112,099         481,411         352,868
     Research and development                   108,745          66,063         335,793         117,420
     Selling, general and administrative        158,643         205,760         594,774         549,281
                                            -----------     -----------     -----------     -----------

         Total operating expenses               412,310         383,922       1,411,978       1,019,569

Operating loss                                  (21,894)       (229,726)       (668,551)       (647,218)

Other income (expense):
     Interest expense - related parties         (14,596)        (11,950)        (41,762)        (38,580)
     Interest expense                           (43,038)        (43,001)       (115,376)        (62,173)
     Gain on sale of fixed assets                 5,946           1,400           5,946           1,400
     Other (expense) income                      (6,699)            691          (6,354)          3,274
                                            -----------     -----------     -----------     -----------

         Total other expense, net               (58,387)        (52,860)       (157,546)        (96,079)
                                            -----------     -----------     -----------     -----------

Loss before income taxes                        (80,281)       (282,586)       (826,097)       (743,297)
Provision for income taxes                       29,500           9,010          40,000          13,868
                                            -----------     -----------     -----------     -----------

Net loss                                    $  (109,781)    $  (291,596)    $  (866,097)    $  (757,165)
                                            ===========     ===========     ===========     ===========

Loss per share (Note 4)
     Basic and diluted                      $     (0.01)    $     (0.03)    $     (0.09)    $     (0.09)
                                            ===========     ===========     ===========     ===========
</TABLE>

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

                                       4
<PAGE>

                     Tice Technology, Inc. and Subsidiary
                Condensed Consolidated Statements of Cash Flows
                -----------------------------------------------

<TABLE>
<CAPTION>
                                                                                       For the nine months
                                                                                        ended December 31,
                                                                                       2000            1999
                                                                                    -----------     -----------
                                                                                            (unaudited)
Net cash flows from operating activities:
<S>                                                                                 <C>             <C>
     Net loss                                                                       $  (866,097)    $  (757,165)
     Adjustments to reconcile net loss to net cash used by operating activities:
         Depreciation and amortization                                                   55,021          24,157
         Increase in cash surrender value of life insurance                              (5,190)         (6,540)
         Provision for doubtful accounts receivable                                       9,000              --
         Reserve for inventory obsolescence                                              18,000              --
         Gain on sale of property and equipment                                          (5,946)         (1,400)
     Changes in operating assets and liabilities:
         Receivables                                                                   (318,989)        (42,236)
         Prepaid expenses                                                                   123         (16,732)
         Inventory                                                                      (30,578)       (301,675)
         Accounts payable and accrued liabilities                                       473,146        (110,556)
                                                                                    -----------     -----------

     Net cash used by operating activities                                             (671,510)     (1,212,147)
                                                                                    -----------     -----------

Cash flows from investing activities:
     Purchases of property and equipment                                                 (1,149)       (170,690)
     Proceeds from sale of property and equipment                                        21,000           1,400
     Additions to patents                                                                (7,009)        (22,261)
     Additions to other assets                                                          (36,981)             --
                                                                                    -----------     -----------

     Net cash used by investing activities                                              (24,139)       (191,551)
                                                                                    -----------     -----------

Cash flows from financing activities:
     Proceeds from notes payable to related parties                                      50,000              --
     Proceeds from notes payable and long-term debt                                     416,952       1,004,593
     Principal payments on notes payable to related parties                                  --        (149,282)
     Principal payments on notes payable and long-term debt                              (9,448)        (54,674)
     Net proceeds from issuance of stock and stock warrants                              25,000       1,067,713
     Proceeds from exercise of stock options and warrants                                    --           3,200
                                                                                    -----------     -----------

     Net cash provided by financing activities                                          482,504       1,871,550
                                                                                    -----------     -----------

     Net (decrease) increase in cash and cash equivalents                              (213,145)        467,852

Cash and cash equivalents, beginning of period                                          218,828          24,155
                                                                                    -----------     -----------

Cash and cash equivalents, end of period                                            $     5,683     $   492,007
                                                                                    ===========     ===========
</TABLE>

Noncash investing and financing activities:
During the nine months ended December 31, 2000, the Company converted $34,424 of
accrued interest into notes payable to related parties.

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

                                       5
<PAGE>

                     Tice Technology, Inc. and Subsidiary
             Notes to Condensed Consolidated Financial Statements
                                  (unaudited)

1.   Condensed Consolidated Financial Statements

     The accompanying condensed consolidated financial statements include the
     accounts of Tice Technology, Inc. ("TTI") and its wholly owned subsidiary,
     Tice Engineering and Sales, Inc. ("TES"). The consolidation of these
     entities will collectively be referred to as the Company. All significant
     intercompany balances and transactions have been eliminated.

     Subsequent to December 31, 2000, the Company acquired substantially all of
     the assets and assumed certain liabilities of two companies in transactions
     accounted for under the purchase method (Note 8).

     These financial statements have been prepared by the Company, without
     audit, pursuant to the rules and regulations of the Securities and Exchange
     Commission. Certain information and footnote disclosures normally included
     in financial statements prepared in accordance with generally accepted
     accounting principles have been omitted. The condensed consolidated
     financial statements should be read in conjunction with the financial
     statements and notes thereto included in the audited financial statements
     of the Company as of and for the period ended March 31, 2000.

     The information furnished reflects all adjustments which are necessary for
     a fair presentation of the Company's financial position as of December 31,
     2000 and the results of its operations for the three month and nine month
     periods ended December 31, 2000 and 1999. All such adjustments are of a
     normal recurring nature.

2.   Results of Operations

     The results of operations for the three month and nine month periods ended
     December 31, 2000 and 1999 are not necessarily indicative of the results to
     be expected for the respective full years.

                                       6
<PAGE>

Notes to Financial Statements, continued

3.   Inventory

          Inventory consists of the following:

                                           December 31,           March 31,
                                               2000                 2000
                                           ------------           ---------

          Raw materials                    $    223,962           $ 246,970
          Work in process                       246,523             226,346
          Finished goods                        211,407             177,998
                                           ------------           ---------
                                                681,892             651,314

          Reserve for obsolescence              (78,000)            (60,000)
                                           ------------           ---------

          Inventory, net                   $    603,892           $ 591,314
                                           ============           =========

4.   Loss per Share

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

<TABLE>
<CAPTION>
                                                          Three months                           Nine months
                                                       Ending December 31,                   Ending December 31,
                                                     2000               1999               2000               1999
                                                ---------------     --------------     -------------      -------------

     <S>                                         <C>                  <C>               <C>                <C>
     Loss:
     Basic and diluted:
          Loss available to
              common stockholders                $  (109,781)         $  (291,596)      $  (866,097)       $  (757,165)

     Shares:
     Basic and diluted:
          Weighted average common
              shares outstanding                   9,298,329            9,262,615         9,276,901          8,691,434
</TABLE>

5.   Effect of New Accounting Pronouncements

     In June 1998, the FASB issued SFAS 133, Accounting for Derivative
     Instruments and Hedging Activities, and in July 1999 issued SFAS 137 which
     deferred the effective date of SFAS 133, as it pertains to the Company, to
     July 1, 2000. This statement has not had a material impact on the Company.

                                       7
<PAGE>

Notes to Financial Statements, continued

     In December 1999, the Securities and Exchange Commission ("SEC") issued
     Staff Accounting Bulletin No. 101, or SAB 101, Revenue Recognition in
     Financial Statements, which provides guidance on the recognition,
     presentation and disclosure of revenue in financial statements filed with
     the SEC. SAB 101 outlines the basic criteria that must be met to recognize
     revenue and provides guidance for disclosures related to revenue
     recognition policies. It is effective no later than the fourth fiscal
     quarter of fiscal years beginning after December 15, 1999. This statement
     is not expected to have a material impact on the Company.

     In April 2000, the Financial Accounting Standards Board issued FASB
     Interpretation No. 44 ("FIN 44") which clarifies the application of
     Accounting Principles Board Opinion 25 for certain transactions. The
     interpretation addresses many issues related to granting or modifying stock
     options including changes in accounting for modifications of awards
     (increased life, reduction of exercise price, etc.). It is effective July
     1, 2000 but certain conclusions cover specific events that occur after
     either December 15, 1998 or January 12, 2000. The effects of applying the
     interpretation are to be recognized on a prospective basis from July 1,
     2000. FIN 44 has not had a material impact on the Company.

6.   Notes Payable and Long-Term Debt

     On May 31, 2000, the Company issued a $50,000 promissory note at a 12%
     interest rate due April 5, 2001 to an officer to provide working capital.
     The note is collateralized by the Company's accounts receivable and
     inventory, and has terms similar to the other promissory notes described
     below.

     During the period of June 23 through July 5, 2000, the Company issued three
     promissory notes for a total of $250,000 to three outside investors to
     provide working capital. The terms of each of the notes are the same,
     including interest rates of 12% and due dates of April 5, 2001. The notes
     are collateralized by the Company's accounts receivable and inventory.

     On November 3, and December 29, 2000, the Company issued promissory notes
     for $100,000 and $8,000, respectively, at 12% interest rates to an outside
     investor to provide working capital. The notes are not collateralized and
     are payable upon demand commencing December 3, 2000 and January 29, 2001,
     respectively.

7.   Accounts Receivable Financing Facility

     On July 5, 2000, the Company entered into an agreement with an accounts
     receivable financing firm to provide up to $250,000 of advances on customer
     invoices. The terms of the agreement provide for the lender to advance up
     to 75% of the value of assigned invoices at a floating interest rate,
     currently 13.5%, plus administrative fees based on the value of the
     invoices assigned. These advances are collateralized by the Company's trade
     accounts receivable, inventory and general intangibles. During the quarter,
     the Company was advanced $64,770 and repaid $22,881. As of December 31,
     2000, the loan balance was $58,952.

                                       8
<PAGE>

Notes to Financial Statements, continued

8.   Subsequent Events

     Subsequent to December 31, 2000, TTI acquired substantially all of the
     assets and assumed certain liabilities of two companies: (1) MidSouth Sign
     Company, LLC, a Knoxville, Tennessee sign fabrication and site survey
     company, and (2) The LandOak Company, LLC, a Knoxville, Tennessee vehicle
     and equipment leasing company, with the effective date of the purchases
     deemed to be January 1, 2001. TTI will use the purchase method of
     accounting for the acquisitions and will include the results of operations
     of the acquired businesses in the results of operations of the Company in
     the period beginning January 1, 2001. Goodwill will be amortized over a
     life of twenty years using the straight-line method of amortization. The
     businesses will be operated and managed as autonomous business units and
     will be wholly-owned subsidiaries of TTI. Two directors of TTI, Mr. Pat
     Martin and Mr. Mike Atkins, together own 56% of MidSouth Sign Company, LLC
     and 100% of The LandOak Company, LLC. TTI issued 13 million of its Common
     Shares with a fair value of $2,730,000 in connection with the acquisitions.
     The shares will not be registered and will be issued with restrictions
     requiring the owners to hold the shares for a minimum of two years before
     transferring the shares. The owners have agreed to the restrictions. As
     part of the acquisitions, the Company has assumed approximately $6.8
     million of bank and institutional debt through its two new wholly-owned
     subsidiaries, of which approximately $6.6 million is co-guaranteed by TTI.
     These assumed debts have various maturity dates.

     During fiscal year 2000, the Company increased the number of employees,
     office and manufacturing space and product development capabilities to
     prepare for anticipated growth in its business. This growth has been slower
     to develop than anticipated, due primarily to a longer development cycle
     for new products. Accordingly, the Company incurred an operating loss for
     fiscal year 2000 and for the first nine months of fiscal year 2001. Due to
     delays in the market launch of new products, management has taken steps to
     reduce costs where possible, has implemented headcount reductions and has
     concentrated efforts to complete produce development efforts in a timely
     manner to improve cash flow.

     Management anticipates an increase in revenues and cash flows from
     operations in fiscal year 2002 and significant increases in revenues and
     cash flows from the above-described acquisitions which, it believes, along
     with borrowings available from its accounts receivable financing facility
     and additional short-term borrowings, will be sufficient to meet
     anticipated cash needs for working capital and capital expenditures for the
     next year. However, there can be no assurance that the Company will be able
     to meet its operating plans, achieve profitability, or raise equity
     financing.

                                       9
<PAGE>

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

Overview
--------

     The following analysis of the financial condition and results of operations
of Tice Technology, Inc. ("TTI") and its subsidiary, Tice Engineering and Sales,
Inc. ("TES"), collectively referred to as the "Company," should be read in
conjunction with the unaudited condensed consolidated financial statements and
notes thereto included herein and the audited financial statements and notes
thereto for the year ended March 31, 2000.

     Since 1964, TES has been developing products that provide technical
solutions to problems related to the manufacturing process of various companies
with a primary concentration in the sewing industry. TES researches, designs,
develops, tests, manufactures and markets specialized high technology, garment
production line stitching machines and related equipment. TES markets its
products worldwide directly to existing customers as well as through its dealer
network. Historically, 95% of TES's customers have been repeat customers with
much of its product line having been produced to address the problems of a
particular customer. TES generally retains the right to market the resulting
equipment to other customers with similar requests. TES also obtains patents on
a majority of its products and licenses its technology on a non-exclusive basis
to customers who want to manufacture various products using the technology
developed and patented by TES.

     Beginning January 1, 2001, the analysis of the financial position and the
results of operations of TTI will include the financial position and results of
operations of two additional wholly-owned subsidiaries, LandOak Company, Inc.
and MidSouth Sign Company, Inc. (see "Future Operations"). These results are
expected to dramatically affect the combined financial position and results of
operations in the future.

Results of Operations

     The Company's revenues historically have been generated primarily from the
sales of its products and services, with service revenues representing less than
1% of such revenues. Since TES obtained a patent on its Electric Gearing
Technology in 1995 and in 1997 began licensing the non-exclusive rights to
manufacture equipment using the technology to other manufacturers, TES has begun
receiving license fees and royalties. The accompanying financial statements
reflect the recording of revenues due from royalties on two categories of
machines sold by the licensee during the period. Management expects that, during
the next two years, royalties, although expected to increase, will be a smaller
portion of total revenues for the Company due to the acquisitions described in
more detail in "Future Operations" and expected increases in product sales by
TES. The principal reason for the expected growth in royalties is the
anticipation of additional earnings under the license agreement currently in
place with Brother Industries, Ltd. of Nagoya, Japan as well as possible
additional license agreements with other manufacturers to be explored in the
future.

     The Company's product sales and service revenues have previously been
largely attributable to sales to one primary customer. This customer represented
46% of product sales

                                       10
<PAGE>

revenue in the first nine months of fiscal year 2001, whereas the same customer
represented 38% of product sales revenue in the first nine months of fiscal year
2000. There are no gains or losses included in operations related to foreign
currency exchanges due to the terms TES imposes on international sales that
require payment in U.S. currency. Domestic sales accounted for 98% of sales
during the first nine months of fiscal year 2001, but international sales are
expected to increase as the Company has signed additional distributors to pursue
sales internationally. Sales to the other primary customers are expected to
remain low during the current quarter pending delivery of the Company's new
products later in the year.

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

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

                                               For the three months         For the nine months
                                                ended December 31,          ended December 31,
                                                2000          1999          2000          1999
                                               -------       -------       -------       -------

Operating revenues:
<S>                                              <C>          <C>           <C>           <C>
     Sales and service                            24.5%         41.6%         46.2%         62.8%
     License fees                                 64.0%          0.0%         33.6%          0.0%
     Royalties                                    11.5%         58.4%         20.2%         37.2%
                                               -------       -------       -------       -------

         Total operating revenues                100.0%        100.0%        100.0%        100.0%

Operating expenses:
     Costs of revenues                            37.1%         72.7%         64.8%         94.8%
     Research and development                     27.9%         42.9%         45.2%         31.5%
     Selling, general and administrative          40.6%        133.4%         80.0%        147.5%
                                               -------       -------       -------       -------

     Total operating expenses                    105.6%        249.0%        190.0%        273.8%

Operating income (loss)                           (5.6%)      (149.0%)       (90.0%)      (173.8%)

Other income (expense):
     Interest expense - related parties           (3.7%)        (7.7%)        (5.6%)       (10.4%)
     Interest expense                            (11.0%)       (27.9%)       (15.5%)       (16.7%)
     Gain on sale of fixed assets                  1.5%          0.9%          0.8%          0.4%
     Other (expense) income                       (1.7%)         0.4%         (0.9%)         0.9%
                                               -------       -------       -------       -------

         Total other expense, net                (14.9%)       (34.3%)       (21.2%)       (25.8%)
                                               -------       -------       -------       -------

Loss before income taxes                         (20.5%)      (183.3%)      (111.2%)      (199.6%)
Provision for income taxes                         7.6%          5.8%          5.4%          3.7%
                                               -------       -------       -------       -------

Net loss                                         (28.1%)      (189.1%)      (116.6%)      (203.3%)
                                               =======       =======       =======       =======
</TABLE>

                                       11
<PAGE>

Three Months Ended December 31, 2000 and December 31, 1999
----------------------------------------------------------

     Total Operating Revenues. Total revenues for the third quarter of fiscal
     ------------------------
year 2001, which ended December 31, 2000, increased by $236,220 to $390,416 from
$154,196 in the third quarter of the previous year. This increase was largely
the result of a 49% increase in sales and service revenues to $95,416 in the
third quarter of fiscal year 2001 from $64,096 in the third quarter of fiscal
year 2000. Increased sales and service revenues reflect improving sales of the
Company's traditional products despite slower market conditions and increased
competition. The Company anticipates introducing products using the Electronic
Gearing Technology beginning in the first quarter of fiscal year 2002. In the
third quarter of fiscal year 2001, sales of robotic material handlers were
$31,651 or 33% of the Company's product sales and service revenue and sales of a
custom-designed specialty stitching machine were $39,500 or 41% of the Company's
product sales and service revenue. There were no sales of either type of machine
in the same period of the previous fiscal year. No other single product
accounted for more than 10% of the product sales and service during the third
quarter of fiscal year 2001. License fee income increased to $250,000 as the
Company's licensee achieved the thirty-million dollar sales milestone on one
class of equipment as defined by the Company's license agreement. Each class of
equipment sold by the licensee that contains Electronic Gearing Technology is
eligible for the additional license fee. Royalty income decreased 50% primarily
due to lower estimated sales by the Company's licensee of equipment utilizing
Electronic Gearing Technology.

     Cost of Revenues. Cost of revenues increased 29% to $144,922 in the third
     ----------------
quarter of fiscal year 2001 from $112,099 in the third quarter of fiscal year
2000. Cost of revenues increased due to higher sales and service revenues.
However, cost of revenues was a smaller percentage of sales and service revenues
because manufacturing costs increased at a lower rate than related revenues.
Manufacturing cost increases included higher rent and utility costs as a result
of the Company moving to upgraded facilities in December 1999. Other increased
manufacturing costs included inventory obsolescence reserve charges,
depreciation and insurance, but were partially offset by decreased supplies and
payroll and benefit costs. Manufacturing headcount was reduced during the
quarter ended September 30, 2000. Management believes that further reductions in
manufacturing salaries and overhead would be detrimental to future operations,
especially in light of anticipated product introductions in the first quarter of
fiscal year 2002.

     Research and Development. Research and development costs increased 65% to
     ------------------------
$108,745 in the third quarter of fiscal year 2001 from $66,063 in the third
quarter of fiscal year 2000. Most of the increase was due to increased salaries
and benefits as a result of hiring additional engineers and other personnel and
the increase to 100% of the allocation of the salary and benefits of one of the
officers who now spends full time in research and development. These increases
were a result of the need to rebuild the staffing levels of the research and
development area after previous headcount reductions. Depreciation and rent
expenses increased as a result of the Company investing in new computerized
design equipment and moving to an upgraded manufacturing and design facility.
Materials and travel expenses increased as the Company worked to complete new
products and pursued new development opportunities including our FS-2000 and a
new multi-head sewing machine currently under development.

     Selling, General and Administrative. Selling, general and administrative
     -----------------------------------
expenses decreased 23% to $158,643 in the third quarter of fiscal year 2001 from
$205,760 in the third

                                       12
<PAGE>

quarter of fiscal year 2000 due primarily to decreased legal and accounting
expenses, reduced marketing expenses, decreased travel expenses, reduced
salaries due to headcount reductions, and the classification of an officer's
salary and benefits to research and development. These decreased costs were
partially offset by increases in investor relation expenses. Management has
taken steps during the current fiscal quarter to further reduce selling, general
and administrative costs pending the initial deliveries of the FS-2000.

     Operating Loss. The Company had an operating loss of $21,894 in the third
     --------------
quarter of fiscal year 2001 compared to an operating loss of $229,726 in the
third quarter of fiscal year 2000. The decreased operating loss was primarily
attributable to increased revenues and reduced selling, general and
administrative costs offset somewhat by increased cost of revenues and increased
research and development costs.

     Interest Expense and Interest Expense - Related Parties. Interest expense
     -------------------------------------------------------
was steady at $43,038 in the third quarter of fiscal year 2001 compared to
$43,001 in the third quarter of fiscal year 2000. Interest expense - related
parties increased to $14,596 in the third quarter of fiscal year 2001 from
$11,950 in the same period of the previous year, reflecting new borrowings by
the Company from two officers during the past year. Interest expense is net of
interest income received by the Company from the investment of the new debt and
equity funds.

     Provision for Income Taxes. The provision for income taxes increased to
     --------------------------
$29,500 in the third quarter of fiscal year 2001 from $9,010 in the same period
of the prior year due to increased license fees.

     Net Loss. The Company's net loss decreased to a net loss of $109,781 in the
     --------
third quarter of fiscal year 2001 from a net loss of $291,596 in the third
quarter of fiscal year 2000 primarily due to the decreased operating loss
partially offset by the increase in the provision for income taxes.

Nine months ended December 31, 2000 and December 31, 1999
---------------------------------------------------------

     Total Operating Revenues. Total revenues for the nine months ended December
     ------------------------
31, 2000, increased by $371,076 to $743,427 from $372,351 in the nine months
ended December 31, 1999. This increase was primarily the result of a 47%
increase in sales and service revenues to $343,427 in the nine months ended
December 31, 2000 from $233,669 in the same period of the prior year. Increased
sales and service revenues reflected an improvement in sales of the Company's
traditional products despite slower market conditions and increased competition.
The Company anticipates introducing products using the Electronic Gearing
Technology in the first quarter of fiscal year 2002. In the nine months ended
December 31, 2000, sales of a custom-designed specialty stitching machine were
$39,500 or 11% of product sales compared to no sales of the same product in the
comparable period last year. No other products accounted for more than 10% of
the product sales in either period. License fee income increased to $250,000 as
the Company's licensee achieved the thirty million dollar sales milestone on one
class of equipment as defined by the Company's license agreement. Each class of
equipment sold by the licensee that contains Electronic Gearing Technology is
eligible for the additional license fee. Royalty income increased 8% in the nine
months ended December 31, 2000 compared to the same period of the prior year
primarily due to increased sales by the Company's licensee of embroidery
equipment utilizing Electronic Gearing Technology, particularly in the western
hemisphere.

                                       13
<PAGE>

     Cost of Revenues. Cost of revenues increased 36% to $481,411 in the nine
     ----------------
months ended December 31, 2000 from $352,868 in the same period of the prior
year. Cost of revenues increased due to higher sales and service revenues.
However, cost of revenues was a smaller percentage of sales and service revenues
because manufacturing costs increased at a lower rate than related revenues.
Manufacturing cost increases included higher rent and utility costs as a result
of the Company moving to upgraded facilities in December 1999. Other increased
manufacturing costs included depreciation, inventory obsolescence reserve costs,
insurance and vehicle lease expense, but were partially offset by decreased
supplies expenses. Manufacturing headcount was reduced during the quarter ended
September 30, 2000. Management believes that reductions in manufacturing
salaries and overhead below current levels would be detrimental to future
operations, especially in light of anticipated product introductions in the
first quarter of fiscal year 2002.

     Research and Development. Research and development costs increased 186% to
     ------------------------
$335,793 in the nine months ended December 31, 2000 from $117,420 in the same
period of the prior year. Most of the increase was due to increased salaries and
benefits as a result of hiring additional engineers and other personnel and the
increase to 100% of the allocation of the salary and benefits of an officer who
now spends full time in research and development. These increases were a result
of the need to rebuild the staffing levels of the research and development area
after previous headcount reductions. Depreciation and rent expenses increased as
a result of the Company investing in new computerized design equipment and
moving to an upgraded manufacturing and design facility. Materials and travel
expenses increased as the Company worked to complete new products and pursued
new development opportunities including our FS-2000 and a new multi-head sewing
machine currently under development.

     Selling, General and Administrative. Selling, general and administrative
     -----------------------------------
expenses increased by 8% to $594,774 in the nine months ended December 31, 2000
from $549,281 in the same period of the prior year due to increased salary,
benefits and investor relations expenses. These increased costs were partially
offset by decreases in marketing costs, legal and accounting costs and routine
SEC filing expenses. Management has taken steps during the current fiscal
quarter to reduce selling, general and administrative costs pending the initial
deliveries of the FS-2000.

     Operating Loss. The Company had an operating loss of $668,551 in the nine
     --------------
months ended December 31, 2000 compared to an operating loss of $647,218 in the
same period of the prior year. Increased revenues for the nine months ended
December 31, 2000 compared to the same period of the previous fiscal year were
substantially offset by increased cost of revenues, research and development and
selling, general and administrative expenses.

     Interest Expense and Interest Expense - Related Parties. Interest expense
     -------------------------------------------------------
increased to $115,376 in the nine months ended December 31, 2000 from $62,173 in
the same period of the prior year, reflecting the cost of additional financing
obtained by the Company at the end of the first quarter of fiscal year 2000 and
additional borrowings during the past three quarters. Interest expense is net of
interest income received by the Company from the investment of the new debt and
equity funding. Interest expense-related parties increased due to increased
borrowings from related parties.

                                       14
<PAGE>

     Provision for Income Taxes. The provision for income taxes increased to
     --------------------------
$40,000 in the nine months ended December 31, 2000 from $13,868 in the same
period of the prior year due to increased license fees and royalty revenues.

     Net Loss. As a result of the factors discussed above, the Company's net
     --------
loss increased to a net loss of $866,097 in the nine months ended December 31,
2000 compared to a net loss of $757,165 for the same period of the prior year.

Liquidity and Capital Resources

     Since its inception, the Company has financed its operations through a
combination of cash flow from operations, bank financing and investor debt and
equity. The Company's capital requirements have arisen primarily from the need
to provide cash for operations, for purchases of fixed and intangible assets,
and for expenditures for research and development and the marketing of new
technology. These expenditures increased during the past fiscal year and are
expected to continue to increase in fiscal year 2001 and beyond. Additionally,
the Company's operations are expected to change dramatically due to the
acquisition of two new unrelated business operations. See "Future Operations"
for further discussion.

     Net cash used by operating activities totaled $671,510 during the first
nine months of fiscal year 2001 and $1,212,147 during the same period of the
previous fiscal year. The primary uses of cash from operating activities during
the nine months ended December 31, 2000 were the net loss of $866,097, the
increase in receivables of $318,989 and the increase in inventory of $30,578,
partially offset by increased accounts payable and accrued expenses of $473,146
and other increases and decreases of working capital items and non-cash items.
The primary uses of cash during the nine months ended December 31, 1999 were the
net loss of $757,165, the reduction of accounts payable and accrued expenses of
$110,556, increased inventories of $301,675, increased receivables of $42,236,
and other increases and decreases in working capital items and non-cash items.

     Net cash used by investing activities totaled $24,139 during the first nine
months of fiscal year 2001 and $191,551 during the same period of the previous
fiscal year. The primary uses of cash by investing activities during the nine
months ended December 31, 2000 were the additions to other assets of $36,981
offset somewhat by the proceeds from the sale of property and equipment of
$21,000. The uses of cash by investing activities during the nine months ended
December 31, 1999 were additions to patent costs of $22,261 and capital
expenditures for transportation and computer equipment of $170,690. Capital
expenditures for the nine months ending December 31, 2000 and December 31, 1999
were $1,149 and $170,690, respectively.

     Net cash provided by financing activities totaled $482,504 during the first
nine months of fiscal year 2001 and $1,871,550 during the same period of the
previous year. The primary sources of cash provided by financing activities
during the nine months ended December 31, 2000 were proceeds from the issuance
of $416,952 of notes payable and $50,000 of notes payable-related parties as
well as the issuance of $25,000 of stock. The primary sources of cash provided
by financing activities during the nine months ended December 31, 1999 were the
net proceeds from the issuance of $1,004,593 of long-term notes payable and
$1,067,713 of stock and stock warrants, offset somewhat by $54,674 of principal
payments on notes payable and $149,282 of principal payments on notes
payable-related parties.

                                       15
<PAGE>

     The Company's principal commitments at December 31, 2000 consisted
primarily of notes payable, notes payable to related parties, accounts payable
and other accrued liabilities. Notes payable, including both the short-term and
long-term portions, were $1,394,177 net of $56,984 of debt discount. Of the
notes payable, $1,000,000 in principal have a maturity of June 2003 and $108,000
will be reclassified as an intercompany obligation as part of the acquisitions
completed by the Company in the fourth quarter of fiscal 2001. See "Future
Operations". Total notes payable-related parties, including both the short-term
and long-term portions, were $580,036 of which $480,036 is subordinated to other
notes payable and cannot be repaid until such other notes payable have been paid
in full. The Company has used a portion of the proceeds of these notes to
provide working capital for operations and for the continuing development of the
Electronic Gearing Technology as well as to fund the costs of license and
royalty agreement negotiations, registration of securities of the Company and
SEC filing expenses.

     In July 2000, the Company entered into an agreement with an accounts
receivable financing firm. The terms of this agreement call for the lender to
advance 75% of the face value of the Company's invoices for a maximum loan
balance of $250,000. The $250,000 limit may be increased at the Company's
request with the consent of the firm. The Company pays a variable market rate of
interest plus additional administrative fees based on the value of the invoices.
As of December 31, 2000, the interest rate was 13.5% and the loan balance was
$58,952.

     During May, June and July 2000, the Company issued three promissory notes
for a total of $250,000 to outside investors and a $50,000 promissory note to an
officer to provide working capital. The terms of each of the notes are the same,
including interest rates of 12% and due dates of April 5, 2001. The notes are
collateralized by the Company's accounts receivable and inventory. In September,
the Company issued $25,000 of its Common Shares in a private placement. On
November 3, and December 29, 2000, the Company issued promissory notes for
$100,000 and $8,000, respectively at 12% interest rates to a business that is
part of the Company's acquisitions to provide working capital. The notes are not
collateralized and are payable upon demand, but will be reclassified as an
intercompany obligation as part of the acquisitions completed by the Company in
the fourth quarter of fiscal 2001. See "Future Operations" for further
discussion. In addition, the Company is attempting to raise up to $525,000 of
additional equity through a private placement of stock.

     In September 2000, the Company entered into letters of intent to acquire
the assets and assume certain liabilities of two companies. The Company
consummated these transactions effective January 1, 2001. See "Future
Operations" for further discussion.

     During fiscal year 2000, the Company increased the number of employees,
office and manufacturing space and product development capabilities to prepare
for anticipated growth in its business. This growth has been slower to develop
than originally expected, due primarily to a longer development cycle for new
products. Accordingly, the Company incurred an operating loss for fiscal year
2000 and the first nine months of fiscal year 2001. Due to delays in the market
launch of new products, management has taken steps to minimize costs where
possible, has implemented headcount reductions, and has concentrated efforts to
complete product development efforts in a timely manner to improve cash flow.

                                       16
<PAGE>

     Management anticipates an increase in revenues and cash flows from existing
operations in fiscal year 2002 which, it believes, along with borrowings
available from its accounts receivable financing facility and additional
short-term borrowings recently obtained, will be sufficient to meet anticipated
cash needs for working capital and capital expenditures for the next year. In
addition, the purchase of the assets of the two businesses is expected to
generate sufficient cash flow and working capital to offset potential needs.
However, there can be no assurance that the Company will be able to meet its
operating plans, achieve profitability, or raise additional equity financing.

Future Operations

     Management believes that, although its traditional products will continue
to generate sales revenue and that TES will continue to create opportunities to
solve problems for customers as they occur in their manufacturing processes, the
majority of future revenues is dependent on anticipated new product
introductions. During previous fiscal years, management reduced overhead in
order to reduce operating expenses until the Company receives sufficient
financing to complete the development of new products utilizing the patented
Electronic Gearing Technology. In June 1999, the Company completed a private
placement that allowed management to hire additional engineering and development
personnel and to purchase the materials necessary to complete the product
development efforts of the FS-2000 Felling Machine. During the past twelve
months, efforts to complete this product for sale to customers have been
ongoing, and management feels it is nearing the successful completion of this
process. Management estimates that the FS-2000 will be available for shipment to
customers in the first quarter of fiscal year 2002. In addition, the Company has
entered into three additional product development efforts, two of which utilize
the Electronic Gearing Technology and are anticipated to be completed and
shipped to customers during the first quarter of fiscal year 2002. One such
project, the CS-2000, utilizes Electronic Gearing Technology for a blanket
manufacturing operation and demonstrates the expanded capabilities (left-handed
sewing machine) of the technology. The other project utilizing the Electronic
Gearing Technology uses dual sewing heads that sew simultaneously. These two
products will add diversity to the sewing applications and industries that are
supported by the Company.

     The Company has considered several potential product opportunities that
would utilize the Electronic Gearing Technology such as a three-dimensional
stitching machine for automotive air bags, a multi-head buttonhole and a keyhole
buttonhole machine. However, work on these opportunities has been put on hold
until current projects are completed. The Company has had discussions with other
users outside the apparel industry who have expressed interest in other products
utilizing the Electronic Gearing Technology.

     To provide for growth opportunities, the Company entered into two
distribution agreements for the FS-2000 felling machine. One, a worldwide
distribution agreement, gives the Company access to international markets and
the other gives the Company access to the Canadian market through an established
sales channel. The Company will continue to sell directly to domestic customers.

     The Company anticipates that income from license fees and royalty revenues
will increase over the next several years as its existing licensee increases the
sales of currently licensed

                                       17
<PAGE>

products and introduces new electronically geared equipment to the market, and
as additional manufacturers license the technology.

     To provide for continued growth, the Company leased a manufacturing
facility that will provide sufficient space for the Company's needs. The Company
relocated to the new facility in December 1999. Management believes that the new
facility, with approximately 44,000 square feet, can accommodate its planned
production and administrative needs well into the future.

     As of December 31, 2000, the Company had backlog orders it believes to be
firm totaling approximately $1,113,000. Approximately $65,000 is for equipment
that is part of the Company's standard product line. The balance is for
equipment being developed using Electronic Gearing Technology, $570,000 of which
relates to a multi-head sewing machine project that is expected to be completed
by June 30, 2001. The backlog also reflects orders of approximately $480,000 for
twenty-six FS-2000 Felling Machines. Delivery of the FS-2000 is expected to
begin in the first quarter of fiscal year 2002. In addition, the Company has
received requests from in excess of seventy-five different manufacturers for
FS-2000 trial units and information about the FS-2000. The Company also has
indications of interest for additional orders totaling approximately $2,125,000
relating to products, other than the Felling Machine, using the Electronic
Gearing Technology. There is no assurance that these indications of interest
will become firm orders or that the Company will be successful in developing
these products.

     Subsequent to December 31, 2000, the Company acquired the assets and
assumed certain liabilities of two companies: (1) MidSouth Sign Company, LLC, a
Knoxville, Tennessee sign fabrication and site survey company, and (2) The
LandOak Company, LLC, a Knoxville, Tennessee vehicle and equipment leasing
company, with the effective date of the purchases deemed to be January 1, 2001.
Management expects both businesses will bring operating synergies to the Company
including sharing of manufacturing expertise and the development of customer
financing programs. Each business will be operated and managed as an autonomous
business unit by a wholly-owned subsidiary of TTI. Two directors of the Company,
Mr. Pat Martin and Mr. Mike Atkins, together own 56% of MidSouth Sign Company,
LLC and 100% of The LandOak Company, LLC. TTI issued thirteen million of its
Common Shares with a fair value of $2,730,000 to acquire the assets of the two
companies. As part of the acquisition, the Company assumed approximately $6.8
million of bank and institutional debt through its two new wholly-owned
subsidiaries, of which approximately $6.6 million is co-guaranteed by TTI. These
assumed debts have various maturity dates; however, the Company's plan is to try
to negotiate more favorable repayment terms over the next 90 to 180 days.
Management believes it can successfully obtain more favorable terms or
alternative financing sources if needed.

     The Company believes that future results of operations will be influenced
by a number of factors including general economic conditions, dependence on key
customers and market acceptance of new technology at TES. Because of these
factors, as well as other factors and the significant change in operations and
strategy at the Company due to the acquisitions, historical results should not
be relied on as an indicator of future performance.

FACTORS RELATING TO FORWARD-LOOKING STATEMENTS

     Statements contained in this Form 10-Q that are not historical facts are
forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform

                                       18
<PAGE>

Act of 1995. In addition, words such as "believes," "anticipates," "expects,"
"plans" 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 of the Company or events, or timing of events, relating to the
Company to differ materially from any future results, performance or
achievements of the Company or events, or timing of events, relating to the
Company expressed or implied by such forward-looking statements. The Company
cannot assure that it will be able to anticipate or respond timely to the
changes which could adversely affect its operating results in one or more fiscal
quarter. 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 the Company's
common securities.

     In the event the Company 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, the Company may be unable to
expand its business or develop new customers as desired and its 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 inherent in the
Company's business are set forth below. However, this section does not discuss
all possible risks and uncertainties to which the Company is subject, nor can it
be assumed that there are not other risks and uncertainties which may be more
significant to the Company. Such other factors include, among others:

     .    the lack of working capital needed to further develop and apply the
          Electronic Gearing Technology and other products and management's
          ability to find acceptable financing to supply such working capital in
          addition to the requirement for additional working capital to finance
          the operations of two newly acquired businesses in which management of
          the Company has limited knowledge and expertise;

     .    the ability of the Company to successfully meet the debt service
          requirements or negotiate favorable terms to the debt assumed in the
          acquisition of the two businesses;

     .    the potential failure by the Company to successfully negotiate
          additional licensing agreements;

     .    the continued dependence on a small number of significant customers
          for substantially all of the Company's revenue and the potential loss
          of one or more of the Company's principal customers;

     .    the shortage of qualified and competent software engineers and the
          risk that the Company will be unable to retain its key employees and
          managers, especially in the event the Company loses one or more of its
          principal customers;

     .    the dependence on the apparel industry by TES and the potential
          failure to diversify the product and service offerings of TES and to
          expand its markets into other industries;

                                       19
<PAGE>

     .    the unanticipated expense of new product development, the potential
          failure by TES to complete new products under development and others
          started in the future successfully or on a timely, cost effective
          basis, and the failure of any such products to achieve substantial
          market acceptance;

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

     .    the potential adverse effect of competition, the potential failure by
          the Company to provide competitive timely designs of cost-effective
          solutions and products to manufacturers, and the potential adverse
          effect of technological change with which the Company is unable to
          keep pace.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk.

     Not applicable.

                          PART II - OTHER INFORMATION

Item 4.   Submission of Matters to a Vote of Security Holders.

     TTI held its annual meeting on September 13, 2000. William A. Tice, Charles
R. West, Michael A. Atkins and Patrick L. Martin were elected as four of the
five members of the Board of Directors. One seat remains vacant. Also voted upon
at the meeting was the ratification of the appointment of PricewaterhouseCoopers
LLP as independent auditors for the 2001 fiscal year. The following are the
number of votes for and against each director or matter.

                                                For            Withheld
                                                ---            --------

     Election of Directors
         William A. Tice                     6,758,176          30,500
         Charles R. West                     6,758,176          30,500
         Michael A. Atkins                   6,754,301          34,375
         Patrick L. Martin                   6,754,301          34,375

                                         For           Against         Abstain
                                         ---           -------         -------
     Ratify appointment of
       PricewaterhouseCoopers LLP     6,754,226         19,325          15,125

                                       20
<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,                                      2
              Liquidation or Succession
         -------------------------------------------------------------------------------------------------------------------
              (i)   Asset Purchase Agreement Between Tice LOC, Inc., a                                                *
                    Wholly Owned Subsidiary of Tice Technology, Inc., and
                    The LandOak Company, LLC
         -------------------------------------------------------------------------------------------------------------------
              (ii)  Asset Purchase Agreement Among Tice MSS, Inc.,                                                    *
                    a Wholly Owned Subsidiary of Tice Technology, Inc.,
                    MidSouth Sign Company, LLC and Tice Technology, Inc.
         -------------------------------------------------------------------------------------------------------------------
         II.  Articles of Incorporation and Bylaws                                                   3
         -------------------------------------------------------------------------------------------------------------------
              (i)   Certificate of Incorporation of Tice Technology, Inc.                           (i)             +/-
         -------------------------------------------------------------------------------------------------------------------
                    (ii)  Bylaws of Tice Technology, Inc.                                          (ii)             +/-
         -------------------------------------------------------------------------------------------------------------------
         III. Instruments Defining Rights of Security Holders                                        4
         -------------------------------------------------------------------------------------------------------------------
         Common Stock Purchase Warrant Agreement Between Tice                                                         x
         Technology, Inc. and Warrant Agent
         -------------------------------------------------------------------------------------------------------------------
         Form of Promissory Note Issued in Connection with Private Placement                                          #
         Closed on June 25, 1999
         -------------------------------------------------------------------------------------------------------------------
         Warrant Agreement relating to Rights to Purchase up to 100,000 Common                                        #
         Shares of Tice Technology, Inc. Received by Holders of the Promissory Notes
         -------------------------------------------------------------------------------------------------------------------
         Security Agreement Pledging Patents as Security for Promissory Notes                                         #
         -------------------------------------------------------------------------------------------------------------------
         Registration Rights Agreement Giving Purchasers under the Private                                            #
         Placement Closed on June 25, 1999 Certain Demand and Piggyback Registration Rights
         -------------------------------------------------------------------------------------------------------------------
         Option Agreement Relating to Option to Purchase Up to 50,000 Common                                          #
         Shares of Tice Technology, Inc. Granted to Finder
         -------------------------------------------------------------------------------------------------------------------
         Incentive Stock Option Plan and Agreement Between Charles R. West and                                        #
         Tice Technology, Inc.
         -------------------------------------------------------------------------------------------------------------------
</TABLE>

*    Previously filed as an exhibit to Form 8-K filed by Tice Technology, Inc.
     on February 9, 2001.

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

x    Previously filed as an exhibit to Pre-Effective Amendment No. 2 to the
     above described Registration Statement.

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

                                       21
<PAGE>

(b)  The Company did not file any reports on Form 8-K during the third quarter
     of fiscal year 2001.

                                  SIGNATURES
                                  ----------

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly 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 12, 2001

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

                                      Date: February 12, 2001

                                       22