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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB



QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF
1934



For the quarterly period ended December 31, 2003



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)



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10267 Kingston Pike

Knoxville, Tennessee 37922

(Address of principal executive offices)



(865) 531-0000

(Issuers telephone number)



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Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d)
of the Exchange Act during the past 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 10, 2004 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 24.



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PART 1  FINANCIAL INFORMATION



|Item 1. | Financial Statements.
|------- | ---------------------



|                                                                                                                 |  |     
|---------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                                 |  | Page
|                                                                                                                 | 
|Condensed Consolidated Balance Sheets  As of December 31, 2003 and March 31, 2003                               |  | 3   
|                                                                                                                 | 
|Condensed Consolidated Statements of Operations  For the Three and Nine Months Ended December 31, 2003 and 2002 |  | 5   
|                                                                                                                 | 
|Condensed Consolidated Statements of Cash Flows  For the Nine Months Ended December 31, 2003 and 2002           |  | 6   
|                                                                                                                 | 
|Notes to Unaudited Condensed Consolidated Financial Statements                                                   |  | 7   





---

Tice Technology, Inc. & Subsidiaries

Condensed Consolidated Balance Sheets



|                                               |  |                   |           |                   |   |          
|---------------------------------------------- |  | ----------------- | --------- | ----------------- | - | ---------
|                                               |  | December 31, 2003 |           | March 31, 2003(1)
|                                               |  | (unaudited)       |           |                  
|Assets                                         |  |                   |           |                   |   |          
|Cash and cash equivalents                      |  | $                 | 2,946     |                   | $ | 11,003   
|Accounts receivable, net                       |  |                   |          |                   |   | 30,178   
|Advances to Atmospheric Glow Technologies, LLC |  |                   | 3,262,500 |                   |   | 2,322,500
|Assets of discontinued operations              |  |                   | 339,594   |                   |   | 593,591  
|                                               |  |                   |           |                   |   |          
|Total current assets                           |  |                   | 3,605,040 |                   |   | 2,957,272
|Restricted cash                                |  |                   |          |                   |   | 50,000   
|Note receivable                                |  |                   | 209,000   |                   |   | 209,000  
|Patents, net                                   |  |                   | 150,255   |                   |   | 154,784  
|Other assets                                   |  |                   |          |                   |   | 2,722    
|Assets of discontinued operations              |  |                   |          |                   |   | 12,105   
|                                               |  |                   |           |                   |   |          
|Total assets                                   |  | $                 | 3,964,295 |                   | $ | 3,385,883
|                                               |  |                   |           |                   |   |          



See accompanying
Notes to Unaudited Condensed Consolidated Financial Statements



|(1) | The March 31, 2003 Condensed Consolidated Balance Sheet was derived from the audited balance sheet for the year then ended.
|--- | ---------------------------------------------------------------------------------------------------------------------------



3



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|                                                       |  |                   |            |   |                    |   |            |  
|------------------------------------------------------ |  | ----------------- | ---------- | - | ------------------ | - | ---------- | -
|                                                       |  | December 31, 2003 |            |   | March 31, 2003 (1) |  
|                                                       |  | (unaudited)       |            |   |                    |  
|Liabilities and Stockholders Deficit                  |  |                   |            |   |                    |   |            |  
|Current portion of notes payable                       |  | $                 | 4,478,616  |   |                    | $ | 4,328,659  |  
|Current portion of notes payable to related parties    |  |                   | 1,328,750  |   |                    |   | 926,250    |  
|Accounts payable                                       |  |                   | 279,710    |   |                    |   | 161,382    |  
|Accrued liabilities                                    |  |                   | 673,876    |   |                    |   | 455,954    |  
|Liabilities of discontinued operations                 |  |                   | 2,257,029  |   |                    |   | 2,980,444  |  
|                                                       |  |                   |            |   |                    |   |            |  
|Total current liabilities                              |  |                   | 9,017,981  |   |                    |   | 8,852,689  |  
|Notes payable to related parties, less current portion |  |                   | 565,721    |   |                    |   |           |  
|Liabilities of discontinued operations                 |  |                   | 18,442     |   |                    |   | 30,466     |  
|                                                       |  |                   |            |   |                    |   |            |  
|Total liabilities                                      |  |                   | 9,602,144  |   |                    |   | 8,883,155  |  
|Stockholders deficit                                  |  |                   | (5,637,849 | ) |                    |   | (5,497,272 | )
|                                                       |  |                   |            |   |                    |   |            |  
|Total liabilities and stockholders deficit            |  | $                 | 3,964,295  |   |                    | $ | 3,385,883  |  
|                                                       |  |                   |            |   |                    |   |            |  



See accompanying
Notes to Unaudited Condensed Consolidated Financial Statements



|(1) | The March 31, 2003 Condensed Consolidated Balance Sheet was derived from the audited balance sheet for the year then ended.
|--- | ---------------------------------------------------------------------------------------------------------------------------



4



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Tice Technology, Inc. & Subsidiaries

Condensed Consolidated Statements of Operations



|                                                         |  |                                         |          |   |                                        |   |          |      |  |   |          |   |  |   |            |  
|-------------------------------------------------------- |  | --------------------------------------- | -------- | - | -------------------------------------- | - | -------- | ---- |  | - | -------- | - |  | - | ---------- | -
|                                                         |  | For the three months Ended December 31, |          |   | For the nine months ended December 31, |  
|                                                         |  | 2003                                    |          |   | 2002                                   |   |          | 2003 |  |   | 2002     |  
|                                                         |  | (unaudited)                             |          |   | (unaudited)                            |  
|Operating revenues:                                      |  |                                         |          |   |                                        |   |          |      |  |   |          |   |  |   |            |  
|Royalties                                                |  | $                                       |         |   |                                        | $ | 30,174   |      |  | $ | 45,046   |   |  | $ | 90,522     |  
|                                                         |  |                                         |          |   |                                        |   |          |      |  |   |          |   |  |   |            |  
|Total operating revenues                                 |  |                                         |         |   |                                        |   | 30,174   |      |  |   | 45,046   |   |  |   | 90,522     |  
|Operating expenses:                                      |  |                                         |          |   |                                        |   |          |      |  |   |          |   |  |   |            |  
|Selling, general and administrative                      |  |                                         | 75,038   |   |                                        |   | 186,031  |      |  |   | 300,595  |   |  |   | 562,495    |  
|                                                         |  |                                         |          |   |                                        |   |          |      |  |   |          |   |  |   |            |  
|Total operating expenses                                 |  |                                         | 75,038   |   |                                        |   | 186,031  |      |  |   | 300,595  |   |  |   | 562,495    |  
|                                                         |  |                                         |          |   |                                        |   |          |      |  |   |          |   |  |   |            |  
|Operating loss                                           |  |                                         | (75,038  | ) |                                        |   | (155,857 | )    |  |   | (255,549 | ) |  |   | (471,973   | )
|Other expense:                                           |  |                                         |          |   |                                        |   |          |      |  |   |          |   |  |   |            |  
|Interest expense                                         |  |                                         | (118,821 | ) |                                        |   | (110,698 | )    |  |   | (322,685 | ) |  |   | (242,577   | )
|Other expense                                            |  |                                         |         |   |                                        |   |         |      |  |   |         |   |  |   | (50,000    | )
|                                                         |  |                                         |          |   |                                        |   |          |      |  |   |          |   |  |   |            |  
|Net other expense                                        |  |                                         | (118,821 | ) |                                        |   | (110,698 | )    |  |   | (322,685 | ) |  |   | (292,577   | )
|                                                         |  |                                         |          |   |                                        |   |          |      |  |   |          |   |  |   |            |  
|Loss from continuing operations before foreign taxes     |  |                                         | (193,859 | ) |                                        |   | (266,555 | )    |  |   | (578,234 | ) |  |   | (764,550   | )
|Provision for foreign taxes                              |  |                                         |         |   |                                        |   | 3,018    |      |  |   | 4,505    |   |  |   | 9,053      |  
|                                                         |  |                                         |          |   |                                        |   |          |      |  |   |          |   |  |   |            |  
|Loss from continuing operations                          |  |                                         | (193,859 | ) |                                        |   | (269,573 | )    |  |   | (582,739 | ) |  |   | (773,603   | )
|Discontinued operations net of applicable income taxes:  |  |                                         |          |   |                                        |   |          |      |  |   |          |   |  |   |            |  
|Gain (loss) from operations of discontinued subsidiaries |  |                                         | 589,990  |   |                                        |   | (278,486 | )    |  |   | 436,591  |   |  |   | (828,108   | )
|Gain from disposal of assets                             |  |                                         |         |   |                                        |   |         |      |  |   | 5,571    |   |  |   | 288,925    |  
|                                                         |  |                                         |          |   |                                        |   |          |      |  |   |          |   |  |   |            |  
|Gain (loss) from discontinued operations                 |  |                                         | 589,990  |   |                                        |   | (278,486 | )    |  |   | 442,162  |   |  |   | (539,183   | )
|                                                         |  |                                         |          |   |                                        |   |          |      |  |   |          |   |  |   |            |  
|Net income (loss)                                        |  | $                                       | 396,131  |   |                                        | $ | (548,059 | )    |  | $ | (140,577 | ) |  | $ | (1,312,786 | )
|                                                         |  |                                         |          |   |                                        |   |          |      |  |   |          |   |  |   |            |  
|Earnings (loss) per share (basic and diluted):           |  |                                         |          |   |                                        |   |          |      |  |   |          |   |  |   |            |  
|Continuing operations                                    |  | $                                       | (0.01    | ) |                                        | $ | (0.01    | )    |  | $ | (0.03    | ) |  | $ | (0.03      | )
|                                                         |  |                                         |          |   |                                        |   |          |      |  |   |          |   |  |   |            |  
|Discontinued operations                                  |  | $                                       | 0.03     |   |                                        | $ | (0.01    | )    |  | $ | 0.02     |   |  | $ | (0.03      | )
|                                                         |  |                                         |          |   |                                        |   |          |      |  |   |          |   |  |   |            |  
|Net income (loss) per share                              |  | $                                       | 0.02     |   |                                        | $ | (0.02    | )    |  | $ | (0.01    | ) |  | $ | (0.06      | )
|                                                         |  |                                         |          |   |                                        |   |          |      |  |   |          |   |  |   |            |  



See accompanying
Notes to Unaudited Condensed Consolidated Financial Statements



5



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Tice Technology, Inc. & Subsidiaries

Condensed Consolidated Statements of Cash Flows



|                                                          |  |                                        |            |   |      |   |            |  
|--------------------------------------------------------- |  | -------------------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                          |  | For the nine months Ended December 31, |           
|                                                          |  | 2003                                   |            |   | 2002 |  
|                                                          |  | (unaudited)                            |           
|Net cash flows provided by (used by) operating activities |  | $                                      | (315,807   | ) |      | $ | (1,771,015 | )
|Cash flows from investing activities:                     |  |                                        |            |   |      |   |            |  
|Purchases of property and equipment                       |  |                                        |           |   |      |   | (24,639    | )
|Proceeds from disposal of property and equipment          |  |                                        | 100,585    |   |      |   | 1,592,687  |  
|Payments received on financing and other notes receivable |  |                                        | 30,742     |   |      |   | 143,474    |  
|Advances to Atmospheric Glow Technologies, LLC            |  |                                        | (940,000   | ) |      |   | (2,075,000 | )
|Decrease in (additions to) other assets                   |  |                                        | 50,000     |   |      |   | (40,000    | )
|                                                          |  |                                        |            |   |      |   |            |  
|Net cash used by investing activities                     |  |                                        | (758,673   | ) |      |   | (403,478   | )
|Cash flows from financing activities:                     |  |                                        |            |   |      |   |            |  
|Proceeds from notes payable and long-term debt            |  |                                        | 1,105,700  |   |      |   | 3,215,715  |  
|Proceeds from notes payable to related parties            |  |                                        | 1,923,000  |   |      |   | 1,871,250  |  
|Principal payments on notes payable to related parties    |  |                                        | (154,779   | ) |      |   | (131,609   | )
|Principal payments on notes payable and long-term debt    |  |                                        | (1,850,407 | ) |      |   | (1,540,921 | )
|Principal payments on capital lease obligations           |  |                                        | (10,689    | ) |      |   | (44,750    | )
|                                                          |  |                                        |            |   |      |   |            |  
|Net cash provided by financing activities                 |  |                                        | 1,012,825  |   |      |   | 3,369,685  |  
|                                                          |  |                                        |            |   |      |   |            |  
|Net (decrease) increase in cash and cash equivalents      |  |                                        | (61,655    | ) |      |   | 1,195,192  |  
|Cash and cash equivalents, beginning of period            |  |                                        | 71,383     |   |      |   | 131,548    |  
|                                                          |  |                                        |            |   |      |   |            |  
|Cash and cash equivalents, end of period                  |  | $                                      | 9,728      |   |      | $ | 1,326,740  |  
|                                                          |  |                                        |            |   |      |   |            |  
|Cash and cash equivalents - continuing operations         |  | $                                      | 2,946      |   |      | $ | 1,313,138  |  
|Cash and cash equivalents - discontinued operations       |  |                                        | 6,782      |   |      |   | 13,602     |  
|                                                          |  |                                        |            |   |      |   |            |  
|Cash and cash equivalents, end of period                  |  | $                                      | 9,728      |   |      | $ | 1,326,740  |  
|                                                          |  |                                        |            |   |      |   |            |  



See accompanying
Notes to Unaudited Condensed Consolidated Financial Statements



6



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Tice Technology, Inc. & Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements



|1. | Condensed Consolidated Financial Statements
|-- | -------------------------------------------



The accompanying unaudited condensed consolidated financial statements of Tice Technology, Inc. & Subsidiaries (Tice or the
Company) include the accounts of Tice Technology, Inc. (TTI) and its two wholly owned subsidiaries, Tice Engineering and Sales, Inc. (TES) and LandOak Company, Inc. (LandOak). The accounts of its former
subsidiary, MidSouth Sign Company, Inc. (MidSouth), are included in the consolidated financial statements through the date of disposition (March 31, 2003). These financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America 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 accounting principles generally accepted in the United States of America have been omitted. In the opinion of management, all adjustments considered necessary for a fair
presentation have been included. Operating results for the three- and nine-month periods ended December 31, 2003 are not necessarily indicative of the results that may be expected for the year ended March 31, 2004. The unaudited condensed
consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of the Company as of and for the period ended March 31, 2003.



|2. | Royalty Revenue
|-- | ---------------



In prior years royalty income was not a significant portion of the Companys income and the amount earned was estimated each month and any
adjustments required were entered semiannually when the actual royalty sales were reported to the Company. Subsequent to the disposition of the operating subsidiaries, coupled with the recent fluctuations in royalty sales, management has reevaluated
this recording process and decided to only recognize revenue when the actual sales royalty report is received and the revenue is fixed and determinable.



|3. | Stock-Based Compensation
|-- | ------------------------



The Company accounts for its stock-based employee compensation plans under the recognition and measurement principals of APB Opinion No. 25,
Accounting for Stock Issued to Employees, and related Interpretations. For the periods presented, no stock-based employee compensation cost is reflected in net earnings, as all options granted under those plans had an exercise price
equal to the market value of the underlying common stock on the date of the grant. For the quarter ended December 31, 2003, there would have been no effect on net earnings and earnings per common share if the Company had applied the fair value
recognition provisions of Statement of Financial Accounting Standards No. 148, Accounting for Stock-Based Compensation -



7



---

Notes to Condensed Consolidated Financial Statements (unaudited), continued



|3. | Stock Based Compensation, continued
|-- | -----------------------------------



Transaction and Disclosure - an Amendment of FASB Statement No. 123, to stock-based employee compensation.



|4. | Effect of New Accounting Pronouncements
|-- | ---------------------------------------



In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities (FIN 46), which clarifies the
application of Accounting Research Bulletin No. 51, Consolidated Financial Statements, to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at
risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 is applicable immediately for variable interest entities created after January 31, 2003. For variable interest entities
created prior to January 31, 2003, the position of FIN 46 are applicable no later than July 1, 2003. The Company does not expect this interpretation to have an effect on the Companys consolidated financial statements.



|5. | Dispositions and Discontinued Operations
|-- | ----------------------------------------



During fiscal 2002, the Company discontinued the operations of its LandOak and MidSouth subsidiaries. The Company sold MidSouths installation and
surveying divisions on July 1, 2002 and August 1, 2002, respectively. On March 31, 2003, the Company sold all the issued and outstanding stock of MidSouth.



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



|            |  |                                           |         |                   |   |          |   |  |       |       |   |  |   |       |  
|----------- |  | ----------------------------------------- | ------- | ----------------- | - | -------- | - |  | ----- | ----- | - |  | - | ----- | -
|            |  | Three months ended (amounts in thousands) |        
|            |  | December 31, 2003 LandOak                 |         | December 31, 2002 |  
|            |  |                                           | LandOak |                   |   | MidSouth |   |  | Total |      
|Revenue     |  | $                                         | 26      |                   | $ | 60       |   |  | $     | 576   |   |  | $ | 636   |  
|Gain (loss) |  | $                                         | 590     |                   | $ | (123     | ) |  | $     | (155  | ) |  | $ | (278  | )
|            | 
|            |  | Nine months ended (amounts in thousands)  |        
|            |  | December 31, 2003 LandOak                 |         | December 31, 2002 |  
|            |  |                                           | LandOak |                   |   | MidSouth |   |  | Total |      
|Revenue     |  | $                                         | 94      |                   | $ | 371      |   |  | $     | 2,375 |   |  | $ | 2,746 |  
|Gain (loss) |  | $                                         | 442     |                   | $ | (346     | ) |  | $     | (193  | ) |  | $ | (539  | )



8



---

Notes to Unaudited Condensed Consolidated Financial Statements, continued



|5. | Dispositions and Discontinued Operations, continued
|-- | ---------------------------------------------------



Major classes of assets and liabilities of discontinued operations are as follows:



|                                             |  |                           |       |                        |   |      
|-------------------------------------------- |  | ------------------------- | ----- | ---------------------- | - | -----
|                                             |  | (amounts in thousands)   
|                                             |  | December 31, 2003 LandOak |       | March 31, 2003 LandOak
|Vehicles held for sale                       |  | $                         | 141   |                        | $ | 328  
|Other current assets                         |  |                           | 199   |                        |   | 266  
|Other long-term assets                       |  |                           |      |                        |   | 12   
|                                             |  |                           |       |                        |   |      
|Total assets of discontinued operations      |  | $                         | 340   |                        | $ | 606  
|                                             |  |                           |       |                        |   |      
|Notes payable - current                      |  | $                         |      |                        | $ | 1,502
|Notes payable - related                      |  |                           | 2,100 |                        |   | 1,300
|Other current liabilities                    |  |                           | 157   |                        |   | 179  
|Other long-term liabilities                  |  |                           | 18    |                        |   | 30   
|                                             |  |                           |       |                        |   |      
|Total liabilities of discontinued operations |  | $                         | 2,275 |                        | $ | 3,011
|                                             |  |                           |       |                        |   |      



|6. | 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.



|7. | Notes Payable and Long-Term Debt
|-- | --------------------------------



Since March 31, 2003, the Company has issued $3,028,700 of notes. Of this amount, $1,923,000 has been issued to related parties ($800,000 at 6%, $347,500
at 6%, $100,000 at 6%, $85,000 at 10% and $590,500 10%), $300,000 at 6.25% to a financial institution, $755,700 to individuals at 6%, and $50,000 at 10%. Notes totaling $255,600 (including $185,000 to related parties) and $685,100 are convertible
into Common Shares of the Company at the option of the note holders based on a conversion price of $0.07 and $0.11 per share, respectively; and interest will not accrue if the notes are converted. Since March 31, 2003, the Company has also repaid
$2,619,307 of notes payable. This amount includes, $154,779 of 10% notes payable to a related party, $590,500 at 10% notes payable to unrelated parties, and $1,874,028 to lending institutions at various interest rates. The aforementioned notes were
issued to provide operational financing, funds for debt retirement, and to make advances to Atmospheric Glow Technologies, LLC as described in greater detail in Note 10. Other notes previously issued, totaling $4,202,666, 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; and interest will not accrue if the notes are converted. The conversion of both types of notes is conditioned on Tice amending its



9



---

Notes to Condensed Consolidated Financial Statements (unaudited), continued



|7. | Notes Payable and Long Term Debt, continued
|-- | -------------------------------------------



Certificate of Incorporation to authorize additional shares. The notes were originally due on June 25, 2003 and the maturity dates have been extended to
March 31, 2004.



In December, the Companys LandOak
subsidiary satisfied a modification to its loan agreement with a financial institution whereby required principal payments and certain other conditions were met. As such, the financial institution forgave the remaining $614,121 of debt. This gain on
debt forgiveness is included in gain from operations of discontinued subsidiaries in the financial statements.



The Company had notes totaling $590,500 that matured June 25, 2003. The wife of a board member purchased the notes payable and accrued interest, and the
due date of these notes was extended four years to 2007. The Company signed an agreement with the wife of the board member that all royalty payments received by the Company from its license agreement will be paid to her, applied first to accrued
interest and the remaining amount, if any, to principle. These notes are collateralized by the patents to the Electronic Gearing Technology held by the Company.



|8. | Earnings (Loss) per Share
|-- | -------------------------



Basic and diluted earnings (loss) per share was computed by dividing net earnings (loss) applicable to common stock by the weighted average common shares
outstanding during each period. Potential common shares are not included in the computation of diluted per share amounts in periods when the Company reports a loss. There were no potentially dilutive common equivalent shares for the three- and
nine-month periods ended December 31, 2003 and 2002. Basic and diluted earnings (loss) per share are the same for all classes of the Companys common stock (thus they are not presented separately) because both have non-cumulative dividend
rights of which none were available for distribution under the terms of the Certificate of Incorporation.



Following is a reconciliation of the numerators and denominators of the basic and diluted earnings (loss) per share for the three- and nine-month periods
ended December 31, 2003 and 2002:



|                                                 |  |                                         |            |      |                                       |            |      |  |   |            |   |  |   |            |  
|------------------------------------------------ |  | --------------------------------------- | ---------- | ---- | ------------------------------------- | ---------- | ---- |  | - | ---------- | - |  | - | ---------- | -
|                                                 |  | For the three months ended December 31, |            |      | For the nine month ended December 31, |           
|                                                 |  | 2003                                    |            | 2002 |                                       |            | 2003 |  |   | 2002       |  
|Earnings (Loss):                                 |  |                                         |            |      |                                       |            |      |  |   |            |   |  |   |            |  
|Basic and diluted:                               |  |                                         |            |      |                                       |            |      |  |   |            |   |  |   |            |  
|Earnings (Loss) available to common stockholders |  | $                                       | 396,131    |      | $                                     | (548,059   | )    |  | $ | (140,577   | ) |  | $ | (1,312,786 | )
|Shares:                                          |  |                                         |            |      |                                       |            |      |  |   |            |   |  |   |            |  
|Basic and diluted:                               |  |                                         |            |      |                                       |            |      |  |   |            |   |  |   |            |  
|Weighted average common shares outstanding       |  |                                         | 23,523,329 |      |                                       | 23,523,329 |      |  |   | 23,523,329 |   |  |   | 23,523,329 |  



10



---

Notes to Condensed Consolidated Financial Statements (unaudited), continued



|9. | Income Taxes
|-- | ------------



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



|10. | Contingent Matters
|--- | ------------------



In July 2002, the Company entered into a term sheet to acquire the assets of Atmospheric Glow Technologies, LLC (A-G Tech), including the
commercialization and market rights held by A-G Tech to the patented Atmospheric Plasma technology. The term sheet, the term of which was extended to March 31, 2004, is non-binding except as to repayment, or conversion to equity, of funds advanced
prior to closing and certain confidentiality and exclusivity provisions and is contingent on the execution of a definitive agreement. Under the term sheet, the Company is required to advance funds to A-G Tech to fund a stock redemption transaction
and A-G Techs continuing operations until the closing of the acquisition. Since March 31, 2003, the Company has advanced $940,000 to A-G Tech to bring total advances to A-G Tech to $3,262,500. Additionally, as required under the term sheet and
to fund the ongoing expenses of TTI, TES, and A-G Tech, since July 2002, the Company raised approximately $4.1 million in capital under a private placement memorandum, $300,000 in short term borrowings from a financial institution, $50,000 of short
term borrowings from an individual, and an additional amount of approximately $1 million in bridge funding from a related party. In doing so, the Company has issued convertible notes payable as more fully describe in Note 7. Additionally, the
Company has guaranteed a note payable issued by A-G Tech in the amount of $225,000 that allowed A-G Tech to purchase testing equipment. The holder of the note has indicated its intent to convert, however, the Company would be required to perform
under the guarantee if the transaction with A-G Tech is not consummated and A-G Tech fails to meet the terms of the note. This loan is convertible into Common Shares of the Company at a rate of $0.07 per share at the option of the holder of the
note.



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



|11. | 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 which have been pledged to secure debt of the Company.



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



11



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Notes to Unaudited Condensed Consolidated Financial Statements, continued



|11. | Contingent Matters, continued
|--- | -----------------------------



expected operating requirements, including disposition and acquisition activities, over the near term. LandOak continues to liquidate 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. The Company has substantially reduced its operating costs commensurate
with its cessation of these operations.



The Company has
entered into an Amended Term Sheet to acquire A-G Tech, which management believes will provide the mechanism for the Company to secure future funding and to develop a profitable line of business. The Company has been and continues to be engaged in
the process of raising new capital. The first phase issuance of short-term convertible notes, supplemented by short term borrowings from related parties and others, 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. To provide interim funding for operations of A-G Tech and the Company while the second phase of raising capital is underway, the Company committed to A-G Tech to secure a
minimum of $675,000 of short term bridge funding. As of February 1, 2004, the Company has secured all of the $675,000 commitment, allowing the Company to consummate its agreement with A-G Tech conditioned upon a vote to of the shareholders of the
Company to approve the acquisition at the Companys annual meeting scheduled for February 23, 2004. (The Company has commitments from shareholders holding in excess of 51% of the common shares of the Company to approve this acquisition.) The
second phase, which is the issuance of the Companys Common Shares through a private placement, is expected to commence subsequent to March 31, 2004. The second phase is not a condition of closing of the A-G Tech transaction as agreed by both
parties in the Amended Term Sheet. Based on the successful results to date of the first phase of funding and its negotiations for the divestiture of LandOak, management is optimistic that the Company can continue to raise the necessary capital to
provide future funding for operational needs of the combined companies. 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



As discussed in Note 2 to the financial statements, in prior years royalty income was not a significant portion of the Companys income and the
amount earned was estimated each month and any adjustments required were entered semiannually when the actual royalty sales were reported to the Company. Subsequent to the disposition of the operating subsidiaries, coupled with the recent
fluctuations in royalty sales, management has reevaluated this recording process and decided to only recognize revenue when the actual sales royalty report is received and the revenue is fixed and determinable. As such, royalty revenue on patents
was zero in the third quarter of fiscal 2004 down from $30,174 in the third quarter of fiscal 2003. Also, for the first nine months of fiscal 2004 royalty revenue decreased $45,476 to $45,046 from $90,522 in the same period of fiscal 2003.



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Selling, general and administrative expenses, comprised primarily of expenses of the holding company,
decreased in the three-month and nine-month periods ended December 31, 2003 by 60% to $75,038 from $186,031 and by 47% to $300,595 from $562,495, respectively. This decrease reflects decreases in the holding companys management salaries and
benefits, and legal and accounting fees related to the Companys disposition activities.



Interest expense for the three-months and nine-months periods ended December 31, 2003 increased 7% to $118,821 and 33% to $322,685 due to additional borrowing to continue operations and position the Company for the
purchase of the assets of Atmospheric Glow Technologies, LLC (A-G Tech).



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



The loss from continuing operations decreased by 28% to $193,859 in the third quarter of fiscal year 2004 from $269,573 in the third quarter of fiscal
year 2003. Also, the loss from continuing operations decreased by 25% to $582,739 in the nine-month period of fiscal year 2004 from $773,603 in the nine-month period of fiscal year 2003. This decrease was primarily the result of decreased selling,
general and administrative expenses.



The Companys gain
from discontinued operations of $589,990 in the third quarter and $442,162 for the nine-month period of fiscal 2004, respectively, were due to a $614,121 gain recognized on debt forgiveness described in the notes to the condensed consolidated
financial statements. The Company recognized a loss from discontinued operations of $278,486 and $539,183 in the same three- and nine-month periods of fiscal 2003. The remaining decrease is mainly the result of cost reduction efforts begun in
previous quarters.



The increase from a net loss of $548,059
for the three-month period ended December 31, 2002 to net income of $396,131 for the three-month period ended December 31, 2003 reflects the $614,121 gain on debt forgiveness relating to discontinued operations. Otherwise, the loss from continuing
operations for the third quarter of fiscal 2004 decreased $75,714, due to cost reductions in continuing and discontinued operations. The net loss decreased from $1,312,786 for the nine-months ended December 31, 2002 to $140,577 for the nine-months
ended December 31, 2003. This decrease is primarily due to the gain on debt forgiveness and a decrease in expenses from both continuing and discontinued operations offset somewhat by a gain from disposal of assets of discontinued operations in the
fiscal 2003 period.



Liquidity and Capital Resources



Due to the discontinuance of the majority of Tices businesses and
costs associated with the proposed acquisition of A-G Tech, cash flows from operations are not sufficient to fund the Companys current business activities. Cash used in operations was $315,807 for the nine-month period ending December 31, 2003
as compared to $1,771,015 of cash used by operations in the comparable nine-month period ending December 31, 2002. This decrease of cash used in operations of $1,455,208 is attributable to the



13



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dispositions of assets and cost reduction efforts. Cash used in operations for the nine-month period 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 in the near term, including disposition of LandOak and preparation for the acquisition of A-G Tech. However, Tice will
need to raise additional funds in connection with the acquisition of A-G Tech and has made plans to do so which are described in more detail elsewhere herein.



Funding for operational needs and fulfilling the Companys obligations under the Amended Term Sheet with A-G Tech have been met since July 2002 by
the Company raising approximately $4.1 million in capital under a private placement memorandum, $300,000 in short term borrowings from a financial institution, $50,000 of short term borrowings from an individual, and an additional amount of
approximately $1 million in bridge funding from a related party. Additional funds, if necessary, are expected to be generated primarily through short-term borrowings. By March 31, 2004, the Company expects to consummate the acquisition transaction
with A-G Tech, at which time most of the outstanding debts of the Company will be retired, extended by agreement with creditors or converted to equity as per its existing agreements. The Company will continue to rely on capital raising efforts to
sustain operations and retire debts.



Cash used by investing
activities was $758,673 for the nine-month period ended December 31, 2003, as compared to $403,478 in the comparable period of fiscal year 2003. The variance is due to the level of asset disposition and A-G Tech advance activity. 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 $1,012,825 for the nine-month period ended December 31, 2003, as compared to $3,369,685 in the comparable period
of fiscal year 2003. The significant decrease of $2,356,860 is primarily due to less fund raising and retirement of long-term debt in fiscal 2004. As more fully discussed elsewhere herein, the Company expects to raise additional capital through the
issuance of common shares and additional borrowings. These funds will be available for operations upon successful consummation of the A-G Tech acquisition.



The Company had notes totaling $590,500 that matured June 25, 2003. The wife of a board member purchased the notes payable and accrued interest, and the
due date of these notes was extended four years to 2007. The Company signed an agreement with the wife of the board member that all royalty payments received by the Company from its license agreement will be paid to her, applied first to accrued
interest and the remaining amount, if any, to principle. These notes are collateralized by the patents to the Electronic Gearing Technology held by the Company.



Tices principal commitments at December 31, 2003 consist primarily of notes payable, notes payable to related parties, obligations under
capitalized leases, accounts payable, accrued liabilities and other liabilities. Current notes payable obligations are expected to be satisfied through a combination of additional borrowings, and the completion of the equity private placement
associated with the purchase of A-G Tech.



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



14



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new licensee or possible purchasers can be located. Also, there are no assurances that the Company will continue to earn royalty income.



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



Divestitures and Acquisition



As mentioned above, Tice has entered into a 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 prior to selling the stock of LandOak. Tice sold some of the assets
and the stock of MidSouth in three transactions. However, for the present, 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. As described above, the proceeds from the licensing agreement are pledged to secure certain notes. 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. As of
February 1, 2004, all conditions other than the approval by the shareholders of Tice of the items requiring shareholder approval have been met. Tice shareholders holding in excess of 51% of the common shares have agreed to vote in favor of the
proposals. A description of the proposed divestiture and acquisition follows.



Divestiture of Subsidiary



As part of
the proposed transaction with A-G Tech, Tice plans to sell the stock of LandOak to two related parties, Pat Martin and Mike Atkins, who are directors and shareholders of Tice in return for the buyers assumption of the LandOak liabilities which
are expected to be approximately $1,700,000 at the time of the sale. The buyers are expected to continue to liquidate the business.



As the sale of the stock of LandOak could be considered a sale of substantially all assets of Tice, Tice is working to obtain shareholder approval of the
sale. A meeting is set for February 23, 2004 and a proxy statement has been mailed. 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.



15



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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 a term sheet which was amended and restated effective September 25, 2003. The amended term sheet, like the original term sheet, is not binding on the parties except with respect to certain confidentiality and exclusivity provisions and the
return or conversion to equity of certain funds advanced or to be advanced by Tice prior to the completion of the acquisition. Under the amended term sheet, Tice has advanced A-G Tech $3,262,500 as of December 31, 2003 ($3,412,500 as of February 1,
2004 and with 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) to fund a stock redemption agreement and to fund operations
since July 2002. Tice has also agreed to advance A-G Tech $150,000 ($125.000 prior to January 2004) each thirty days between the date of amendment of the term sheet and the closing of the acquisition which is anticipated to be on or before March 31,
2004. At the closing, Tice will issue 87,456,629 Tice Common Shares and 500,000 Tice Class B Common Shares to A-G Tech. The shares will 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. Should the transaction not be consummated for any
reason, Tice retains the option to require A-G Tech to repay all funds advanced by Tice or to convert the advances, in whole or in part, to membership interests in A-G Tech based on a pre-funding evaluation of $5,000,000.



In the term sheet, Tice 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. Tice also agrees to cause Pat Martin, the current holder of Class B Common Shares, to convert
500,000 of his Class B Common Shares to Common Shares (leaving him with 250,000 Class B Common Shares) so that A-G Tech will be able to elect 75% of the directors of Tice. If the purchase of A-G Tech is consummated, to induce Mr. Martin to convert
the 500,000 Class B Common Shares to complete the acquisition of A-G Tech, Tice will grant The Lanrick Group, Inc. (owned by Mr. Martin), or its assignee, the option for three years to purchase 7,142,857 Common Shares at $0.07 per share. The
estimated fair value of the options to purchase the shares is $350,000. Mr. Martin 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 agreed to raise a minimum of $675,000 of
debt financing and a maximum of $7,040,000 of cash or conversion of outstanding debt in return for no more than 115,000,000 of its Common Shares. Tice will divest itself of LandOak 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,



16



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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 or Atmospheric Plasma) technology developed by scientists at the University of Tennessee in Knoxville. If the acquisition occurs, the following is a description of the possible applications of the technology and
managements general plan to develop it.



Management
believes that the OAUGDP technology offers
capabilities that prior plasma technologies could not provide. Because of its differentiating features, OAUGDP costs less to generate than earlier technologies. Moreover, the OAUGDP 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 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 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;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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



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



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



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 three years, A-G Tech has secured over $5,000,000 in funding, primarily from Tice and 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. 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 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 is formed by generating an electronic field by applying high voltage audio frequency currents across two insulated
metallic electrodes. This configuration establishes uniform glow discharge which electronically breaks down air into short-lived reactive oxygen-based chemicals as gases. These oxygen-based chemicals consist of single oxygen
atoms (O-normal oxygen in air is O2), various nitrogen oxides and other oxygen radicals. Upon creation, these active
gases begin attaching to other atoms and the resulting chemistry serves to alter otherwise stable molecular structures. When organic-based substances, which can include warfare agents and microorganisms (like bacterial viruses and molds), are
exposed to these



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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 (currently the primary focus of attention)
| | - | -----------------------------------------------------------------------------------



| |  | 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 Institutes 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 System. Developed in part with EPA SBIR Phase I and II funds to combat sick building syndrome, the EPS 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 System. An offsite test facility has
been built to demonstrate the technology and provide ongoing situational testing.



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.



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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.
Initial market commercialization discussions are underway with a strategic partner for the PD devised and prototype testing of the product is being conducted by the Department of Defense.



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



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 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. 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, 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 license is also 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. A-G Tech has
acquired from one of the entities its rights with respect to the technology which included two separate patents. 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.



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 paid in



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December 2002. In addition, $40,000 will be due to UTRC in September 2004 and 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.



Special Considerations



This section captioned Special Considerations and other parts of this Quarterly Report on Form 10-QSB include certain forward-looking
statements within the meaning of the federal securities laws. Actual results and the occurrence or timing of certain events could differ materially from those described in any of such forward-looking statements due to a number of factors, including
those set forth below and elsewhere in this Form 10-QSB. See Other Factors Relating to Forward-Looking Statements below.



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



Divestiture of Existing Businesses. Tice has divested itself of
MidSouth and intends to divest itself of LandOak, 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 with A-G Tech.



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 technology. There are no assurances that the Company
can successfully develop or commercialize new applications of the OAUGDP 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



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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.



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



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



Such other factors include, among others, those
described elsewhere in this Managements Discussion and Analysis and those factors listed below. Some of those factors will change with the sale of the operations described elsewhere herein.



| |  | 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 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 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
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | be enforceable, the risk that the products will infringe on patents held by others or the risk that competitors will develop similar or functionally similar
products; and
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



|Item 3. | Controls and Procedures.
|------- | ------------------------



Evaluation of Disclosure Controls and Procedures



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 as of December 31, 2003. Disclosure controls and procedures are designed to ensure that information required to be disclosed by a 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 as of December 31, 2003 were 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 control over financial reporting or in other factors identified in connection with the
evaluation described above that occurred during the Companys fiscal quarter ended December 31, 2003 that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.



PART II  OTHER INFORMATION



|Item 2. | Changes in Securities
|------- | ---------------------



During the three month period ended December 31, 2003, Tice issued promissory notes in principal amounts totaling $398,500 to non-related parties. The
promissory notes, at the option of the holders, may be converted to Tice Common Shares at a rate of $0.11 per share if Tices Certificate of Incorporation is amended to increase Tices number of authorized Common Shares to 400,000,000
(which item is to be voted on at Tices shareholders meeting scheduled for February 23, 2004). Additionally, Tice issued promissory notes to two directors, Pat Martin and Mike Atkins, in exchange for their actions to retire Tice debts (as
guarantors of those debts) owed to financial institutions. Tice issued notes of $800,000 to Mr. Martin and Mr. Atkins in one transaction, and issued a note of $347,500 to Mr. Martin and Mr. Atkins in the other transaction. Both notes may be
converted to Tice Common Shares at a rate of $0.11 per share if Tices Certificate of Incorporation is amended to increase Tices number of authorized Common Shares. 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



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so as to be capable of evaluating the risks of the investment. Each investor is required to execute a Subscription Agreement on which the investor makes
representations regarding the investors financial status and investing experience. LandOak Securities, LLC, a company owned by two of Tices directors, acted as placement agent and will receive a 6% commission on funds raised.



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



|(a) | Exhibits Index
|--- | --------------



|                                                                                                                                                              |  |                      |  |            
|------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------- |  | -----------
|                                                                                                                                                              |  | Exhibit Table Number |  | Page Number
|                                                                                                                                                              |  |                     
|I.       Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession                                                                          |  | 2                    |  |            
|(i)       Amended Term Sheet between Tice Technology, Inc. and Atmospheric Glow Technologies,
LLC                                                             |  |                      |  | x          
|(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.                                                           |  |                      |  | #          



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|                                                                                                                                                                                |  |                      |  |            
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------- |  | -----------
|                                                                                                                                                                                |  | Exhibit Table Number |  | Page Number
|IV.     Certification required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |  | 31                   |  |            
|(i)       Certifications  Chief Executive Officer, Charles R. West                                                                                                             |  |                      |  | 27         
|(ii)      Certifications  Chief Accounting Officer, Sharon Draper                                                                                                              |  |                      |  | 29         
|V.       Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002                                                 |  | 32                   |  |            
|(i)       Certification Chief Executive Officer, Charles R. West                                                                                                               |  |                      |  | 31         
|(ii)      Certification Chief Accounting Officer, Sharon Draper                                                                                                                |  |                      |  | 32         



|* | 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.
|- | ------------------------------------------------------------------------------



|x | Previously filed as an exhibit to Form 10-QSB for the quarter ended September 30, 2003.
|- | ---------------------------------------------------------------------------------------



|(b) | There were no reports on Form 8-K filed during the quarter ended December 31, 2003.
|--- | -----------------------------------------------------------------------------------



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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. WESTCharles R. West, President and Chief Executive OfficerDate: February 11, 2004By:

/s/    SHARON DRAPERSharon Draper, Chief Accounting OfficerDate: February 11, 2004




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