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

                                   FORM 10-QSB
                                   -----------

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

                     For the Quarter Ended December 31, 2001

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

                 For the transition period from ________ to ________

                        Commission File Number 333-29903

                               TS&B Holdings, Inc.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

            Utah                                        75-2337459
-------------------------------                    ------------------
(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                    Identification No.)

           5703 Red Bug Lake Road, Suite 226, Winter Springs, FL 32708
                    ----------------------------------------
                    (Address of principal executive offices)

Registrant's telephone no., including area code:  (407) 649-8325

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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 ___

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

            Class                            Outstanding as of December 31, 2001
-----------------------------                -----------------------------------
Common Stock, $.001 par value                            11,602,700

                                TABLE OF CONTENTS
                                -----------------

Heading                                                                     Page
PART I.  FINANCIAL INFORMATION                                              ----

Item 1.    Financial Statements.............................................. 3

               Balance Sheets - December 31, 2001 .....................F-1 - F-2

               Statements of Operations -- six and three months ended
                    December 31, 2001 and 2000.........................F-3 - F-4

               Statements of Cash Flows -- six and three months ended
                    December 31, 2001 and 2000.........................F-5 - F-6

               Notes to Financial Statements ................................F-7

Item 2.    Management's Discussion and Analysis and Results of Operations.... 4

               PART II. OTHER INFORMATION

Item 1.    Legal Proceedings................................................  9

Item 2.    Changes In Securities and Use of Proceeds........................  9

Item 3.    Defaults Upon Senior Securities..................................  9

Item 4.    Submission of Matters to a Vote of Securities Holders............  9

Item 5.    Other Information................................................  9

Item 6.    Exhibits and Reports on Form 8-K.................................  9

                  SIGNATURES................................................ 10

**PART I

Item 1.  Financial Statements**

On January 14, 2002, the Company filed an 8-K noting that the Company dismissed
its principal independent accounting firm, Crouch, Bierwolf & Associates and
hired B2d Semago, CPA's and Business Advisors. The reports of Crouch, Bierwolf &
Associates, for the 2001 fiscal year contained a "going concern" opinion. This
opinion had no bearing on the change of auditor. The Company had moved its
headquarters to Florida and felt it best to engage a Florida based Certified
Public Accounting firm.

In connection with the audit of the Company's financial statements for the
fiscal year ended June 30, 2001 and in the subsequent interim period ending
September 30, 2001, there were no disagreements with Crouch, Bierwolf &
Associates on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope and procedures, which if not resolved to
the satisfaction of Crouch, Bierwolf & Associates would have cause Crouch,
Bierwolf & Associates to make reference to the matter in their report. Crouch,
Bierwolf & Associates furnished a letter addressed to the Commission stating
that it agreed with the above statements. A copy of that letter is attached to
the Form 8-K.

On December 20, 2001, the Board of Directors approved the dismissal of Crouch,
Bierwolf & Associates, P.A., as the principal independent accountants and the
hiring of B2d Semago in that capacity. The Board of Directors determined that
B2d Semago would be better able to serve the needs of the Company in the future.
During the Company's fiscal year ended June 30, 2001, and the subsequent interim
period prior to engaging B2d Semago, the Company has not consulted B2d Semago
regarding (i) either the application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit opinion that
might be rendered on the Company's financial statements; and no written report
was provided to the Company and no oral advice was provided that B2d Semago
concluded was an important factor considered by the Company in reaching a
decision as to the accounting, auditing, or financial reporting issue; or (ii)
any matter that was either the subject of a disagreement (as defined in
paragraph 304(a) (1) (iv) of Regulation S-K) or a reportable event (as described
in paragraph 304 (a)(1)(v) of Regulation S-K). B2d Semago has reviewed the
disclosure contained herein and agrees with the same.

The following unaudited Financial Statements for the period ended December 31,
2001, have been prepared by the Company.

                                       3
**TS&B HOLDINGS, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2001**

                               TS&B HOLDINGS, INC.
                               -------------------
                           CONSOLIDATED BALANCE SHEET
                           --------------------------
                                DECEMBER 31, 2001
                                -----------------

                                     ASSETS
                                     ------

CURRENT ASSETS
    Cash                                       $     19,486
    Accounts receivable, net                        103,335
    Inventory                                       315,193
    Prepaid and other current assets                584,935
                                               ------------
        TOTAL CURRENT ASSETS                      1,022,949
                                               ------------

PROPERTY, PLANT AND EQUIPMENT
    Land                                            296,212
    Depreciable property and equipment            2,384,479
                                               ------------
                                                  2,680,691
    Less accumulated depreciation                (1,004,492)
                                               ------------
                                                  1,676,199
                                               ------------
OTHER ASSETS
    Patents, net                                    304,533
    Other                                             2,489
                                               ------------
                                                    307,022
                                               ------------
                                               $  3,006,170
                                               ============

                The accompanying notes to consolidated financial
          statements are an integral part of this financial statement.

                                      -F-1-

                               TS&B HOLDINGS, INC.
                               -------------------
                           CONSOLIDATED BALANCE SHEET
                           --------------------------
                                DECEMBER 31, 2001
                                -----------------

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES
    Notes payable                              $    547,494
    Accounts payable and accrued expenses           318,929
    Delinquent payroll taxes payable                293,013
                                               ------------
        TOTAL CURRENT LIABILITIES                 1,159,436
                                               ------------
COMMITMENTS AND CONTINGENCIES                          -
                                               ------------

STOCKHOLDERS' EQUITY
    Common stock $.001 par value,
        100,000,000 shares authorized,
        11,602,700 shares issued and
        outstanding                                  11,603
    Additional paid-in capital                   11,402,476
    Stock subscription receivable               ( 1,250,000)
    Accumulated deficit                         ( 8,317,345)
                                               ------------
                                                  1,846,734
                                               ------------
                                               $  3,006,170
                                               ============

                The accompanying notes to consolidated financial
          statements are an integral part of this financial statement.

                                      -F-2-

                               TS&B HOLDINGS, INC.
                               -------------------
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------
                    FOR THE SIX MONTHS AND THREE MONTHS ENDED
                           DECEMBER 31, 2001 AND 2000
                       ----------------------------------

                                                     Six-months ended
                                               ----------------------------
                                                   2001            2000
                                               ------------    ------------
                                                (Unaudited)     (Unaudited)

REVENUES                                       $    195,443    $    901,463
COST OF REVENUES                                     63,808         557,146
                                               ------------    ------------
GROSS PROFIT                                        131,635         344,317
                                               ------------    ------------
OTHER EXPENSES
    General and administrative                      257,585         640,577
    Marketing                                        23,530         144,244
    Depreciation and amortization                    78,506          86,440
                                               ------------    ------------
                                                    359,621         871,261
                                               ------------    ------------
NET LOSS FROM OPERATIONS                        (   227,986)     (  526,944)
                                               ------------    ------------
OTHER INCOME (EXPENSE)
    Unrealized loss on trading
        securities                                     -         (  831,500)
    Loss on investment in equity
        securities                              (   288,390)           -
    Interest, net                                    13,043            -
    Other                                            41,014      (    7,881)
                                               ------------    ------------
                                                (   234,333)     (  839,381)
                                               ------------    ------------
NET LOSS                                       $(   462,319)   $ (1,366,325)
                                               ============    ============
LOSS PER COMMON SHARE                          $(      .042)   $ (     .179)
                                               ============    ============
WEIGHTED AVERAGE COMMON SHARES
    OUTSTANDING                                  11,007,470       7,638,190
                                               ============    ============

                The accompanying notes to consolidated financial
         statements are an integral part of these financial statements.

                                      -F-3-

                               TS&B HOLDINGS, INC.
                               -------------------
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------
                    FOR THE SIX MONTHS AND THREE MONTHS ENDED
                           DECEMBER 31, 2001 AND 2000
                       ----------------------------------

                                                   Three-months ended
                                               ----------------------------
                                                   2001            2000
                                               ------------    ------------
                                                (Unaudited)     (Unaudited)

REVENUES                                       $    178,031    $    421,692
COST OF REVENUES                                     32,254         259,688
                                               ------------    ------------
GROSS PROFIT                                        145,777         162,004
                                               ------------    ------------
OTHER EXPENSES
    General and administrative                      168,560         351,390
    Marketing                                        14,118          58,791
    Depreciation and amortization                    39,253          43,220
                                               ------------    ------------
                                                    221,931         453,401
                                               ------------    ------------
NET LOSS FROM OPERATIONS                        (    76,154)     (  291,397)
                                               ------------    ------------
OTHER INCOME (EXPENSE)
    Unrealized loss on trading
        securities                                     -         (  831,500)
    Loss on investment in equity
        securities                              (   188,880)           -
    Interest, net                                     4,665            -
    Other                                             4,706      (   11,052)
                                               ------------    ------------
                                                (   179,509)     (  842,552)
                                               ------------    ------------
NET LOSS                                       $(   255,663)   $ (1,133,949)
                                               ============    ============
LOSS PER COMMON SHARE                          $(      .023)   $ (     .148)
                                               ============    ============
WEIGHTED AVERAGE COMMON SHARES
    OUTSTANDING                                  11,104,293       7,638,190
                                               ============    ============

                The accompanying notes to consolidated financial
         statements are an integral part of these financial statements.

                                      -F-4-

                               TS&B HOLDINGS, INC.
                               -------------------
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
                            FOR THE SIX MONTHS ENDED
                           DECEMBER 31, 2001 AND 2000
                          ----------------------------

                                                   2001            2000
                                               ------------    ------------
                                                (Unaudited)     (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES
   Cash received from operating revenues       $    103,098    $    902,139
   Cash paid for expenses                          (282,554)       (968,889)
   Interest                                           9,860        ( 19,427)
                                               ------------    ------------
      Net cash used by operating
         activities                                (169,596)       ( 86,177)
                                               ------------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES
   Decrease in note receivable                       58,978          45,098
   Proceeds from sale of investments                 40,610            -
   Purchase of fixed and other assets              (  2,489)       (  2,135)
                                               ------------    ------------
      Net cash used by investing
         activities                                  97,099          42,963
                                               ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from sale of stock                           50            -
   Proceeds from note payable                        87,863          30,000
                                               ------------    ------------
      Net cash provided by financing
         activities                                  87,913          30,000
                                               ------------    ------------
NET INCREASE (DECREASE) IN CASH                      15,416        ( 13,214)

CASH, BEGINNING OF PERIOD                             4,070          18,042
                                               ------------    ------------
CASH, END OF PERIOD                            $     19,486    $      4,828
                                               ============    ============

                The accompanying notes to consolidated financial
         statements are an integral part of these financial statements.

                                      -F-5-

                               TS&B HOLDINGS, INC.
                               -------------------
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
                            FOR THE SIX MONTHS ENDED
                           DECEMBER 31, 2001 AND 2000
                          ----------------------------

                                                   2001            2000
                                               ------------    ------------
                                                (Unaudited)     (Unaudited)

                          RECONCILIATION OF NET LOSS TO
                      CASH FLOWS FROM OPERATING ACTIVITIES
                      ------------------------------------

NET LOSS                                       $   (462,319)   $ (1,366,325)

RECONCILING ADJUSTMENTS

   Depreciation and amortization                     78,506          86,440
   Unrealized loss on trading securities               -            831,500
   Loss on investment in equity securities           288,390           -
   (Increase) decrease in accounts
      receivable                                   ( 92,345)            676
   Decrease in inventory                             48,602         105,000
   Increase in prepaid expenses                    ( 13,129)     (      114)
   (Decrease) increase in accounts payable
      and accrued expenses                         ( 49,555)        256,646
   Stock issued for services                         32,254            -
                                               ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES           $   (169,596)   $ (   86,177)
                                               ============    ============

                   NONCASH INVESTING AND FINANCING ACTIVITIES
                   ------------------------------------------

ISSUE OF STOCK FOR SERVICES                    $    507,800    $       -
                                               ============    ============

                The accompanying notes to consolidated financial
         statements are an integral part of these financial statements.

                                      -F-6-

                               TS&B HOLDINGS, INC.
                               -------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                DECEMBER 31, 2001
                                -----------------

The information presented herein as of December 31, 2001, and for the six months
and three months ended December 31, 2001 and 2000, is unaudited.

NOTE A - BASIS OF PRESENTATION

The accompanying consolidated financial statements of TS&B Holdings,
Inc.(formerly known as Ammonia Hold, Inc.) (the Company) have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to the Securities and Exchange
Commission's Form 10-QSB and item 310(b) of Regulation S-B. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal required adjustments)
considered necessary for a fair presentation have been included.

Operating results for the six month period ended December 31, 2001, are not
necessarily indicative of the results that may be expected for the year ending
June 30, 2002. For further information, refer to the June 30, 2001, financial
statements and footnotes included in the Company's annual filing with the
Securities and Exchange Commission.

NOTE B -NET LOSS PER COMMON SHARE

Net loss per common share is computed in accordance with the requirements of
Statement of Financial Accounting Standards No. 128.

NOTE C - CONSULTING AGREEMENTS

In November and December 2001, the Company issued 666,000 shares of common stock
for technology and management consulting services. The stock issued for these
services was valued at $507,800. The issuance of this stock has been recorded as
prepaid consulting fees and is being amortized over twelve months. For the six
months ending December 31, 2001, amortization of these consulting fees amounted
to $32,254.

NOTE D - BUSINESS ACQUISITIONS

The Company is in process of negotiating purchases of operating companies. In a
number of cases, letters of intent to purchase have been executed between the
Company and seller. Generally, each of these letters of intent contain
provisions which detail closing requirements. Further, each acquisition is
subject to regulations of the Securities and Exchange Commission.

Through February 13, 2002, the Company has not closed nor met the requirements
to close, on the purchase of any operating companies.

NOTE E - OPERATING RESULTS

As noted in the accompanying financial statements, the Company has sustained
substantial net operating losses. Its ability to continue as a going concern and
realize its assets is dependent upon generating sufficient profitable revenues
and obtaining funding to support operations and fund acquisitions.

Management is in process of seeking funds to support continuing operations and
fund acquisitions. Management is confident they will be successful in their
negotiations and will obtain the necessary funding.

Through February 13, 2002, the Company has not obtained the funding necessary to
support acquisitions.

The accompanying financial statements have been prepared on the basis the
Company will continue as a going concern and will realize its assets.

                                     -F-7-

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

The first half of FY 2002 has been a period of restructuring and integration,
but progress, nevertheless. The Company has focused its efforts on fund raising
and implementation of its Acquisition Model. The Company has entered into
negotiations with a number of companies in various industries to be acquisition
candidates under the Model. These companies provide a valuable candidate pool
not only for consideration by the Company, but also for client companies.

In a number of cases, letters of intent to purchase have been executed between
the Company and seller. Generally, each of these letters of intent contains
provisions, which detail closing requirements. Further, each acquisition is
subject to regulations of the Securities and Exchange Commission.

NAME AND STOCK SYMBOL CHANGE

At the Annual Shareholder meeting in Lonoke, AR, on September 29, 2001, the
shareholders voted for the adoption of several matters in the Proxy Statement,
including changing the company name from Ammonia Hold, Inc. to TS&B Holdings,
Inc. In conjunction with the name change, the ticker symbol was changed to
"TSBB".

The shareholders also agreed to change the direction of the Company. The
shareholders ratified the Acquisition Agreement with TransAtlantic Surety & Bond
Company, Ltd. The change in the corporate name and identity is a logical next
step in repositioning the Company as a diversified holding company. The TS&B
Holdings name and symbol is designed to more effectively communicate the nature
of our business to our customers, partners, employees and shareholders.

The existing operations of the Company will continue at Lonoke, AR, although it
will eventually be a separate entity from the corporate holding company. In
October, the Corporate Headquarters was moved to Orlando, Florida, with a
satellite office maintained at the Lonoke, AR facility.

Shareholders also approved the nomination of Charles Giannetto, counsel for
TransAtlantic Surety & Bond Co. Ltd., to the Board, increasing its size to six
members.

In conjunction with the name change, the company has developed a new web site,
WWW.TSBHOLDINGS.COM, which will provide interested parties with information such
as:
o        Acquisition Model
o        Financials
o        Press Releases
o        Investor Relations

                                       4

AMMONIA HOLD OPERATIONS

During the quarter, the Company sold $118,000 of its products, the bulk of which
was to K-Mart, Inc. This represented a significant increase in the operations
over the last two quarters. The Company collected all of the receivables when
due, and K-Mart has indicated a desire to continue purchasing this product in
spite of their current Bankruptcy filing. The Company will closely monitor this
customer to minimize any significant risk in collection of Accounts Receivable.

The Company has also hired Mr. Raymond Cullen as Vice President of Sales. Mr.
Cullen, who will be in the Orlando sales office, has significant direct sales
and sales management experience. Mr. Cullen's first priority is to focus on
increasing the market demand and sales for Ammonia Hold's products. The existing
plant facility is capable of handling a sizable increase in production before
additional equipment or space would be required. The Company is also test
marketing a new scent control product, which is expected to have excellent
demand and profitability. Sales for this product are projected to begin in the
4th quarter.

FINANCIAL SERVICES

TS&B, through its Financial Services Division, has developed an acquisition
model that allows acquired companies to join a corporate group dedicated to
growth and profitability, while remaining in control of their respective
operations. TS&B also offers this model to client companies on a contract basis
through the Financial Services Division.

During the quarter, the Company billed $60,000 for services provided by the
financial services division. This division is expected to expand its operation
over the coming months. Recent events, while unnerving to the financial markets,
have created an environment for the division's services. These services include
capital formation and restructure, turn-around and bankruptcy consulting,
strategic planning, as well as traditional merger and acquisition services.

Recognizing this demand, the Company has expanded its sales force and
administrative staff for financial services activities in the Orlando office.
During the last quarter, the Company, through its research staff, has increased
its database of prospective acquisition candidates as well as its database of
prospective public clients. The Company works with its clients on a monthly fee
basis, with a success fee for closings on acquisitions or funding. The monthly
fee can be a combination of cash and free-trading stock, depending on the client
and the engagement.

TS&B HOLDINGS, INC. - ACQUISITION STRATEGY

The following outline briefly demonstrates the steps to growth through
acquisition:

o    Project Managers locate, evaluate and propose the acquisition of a target
     company within a specified geographical area.  Pre-selected and targeted
     acquisition candidates are approached and a level of interest is
     determined.

                                       5

o    A comprehensive evaluation of the acquisition candidate is undertaken to
     determine valuation and sale price.  A method of purchase is structured
     using Cash, Securities and assumed Debt.

o    TS&B Holdings, Inc. has management teams that have the depth and knowledge
     to augment all aspects of a strategic alliance. Coupled with TS&B Holdings,
     Inc.'s team are top legal and CPA firms.

o    As part of the acquisition process, each subsidiary manager, i.e. seller,
     submits a three-year operating plan for approval by TS&B Holdings, Inc.
     Each seller, as subsidiary management, maintains complete operational and
     P&L control of his respective firm, provided that operating results are
     consistent with the approved plan. At a negotiated future date, each seller
     will have the right to either buy back their firm, or request it be spun
     out as a public company.

o    Although each seller gives up stock ownership control, he receives an
     interest in the parent company.  Due to the conglomerate nature, this
     equates to interest in multiple companies. This diversification strengthens
     the stock value of each individual participant and all shareholders.

o    Each of the core acquisition companies will be a primary focus for
     development and growth. The mechanism to establish growth is through the
     formation of subsidiaries with a minimum of two medium size divisions.  All
     entities in the conglomerate use the combined strength of the participants
     to raise capital.

o    Cost savings are generated through combining cost centers, such as human
     resources, purchasing and accounting.

     Growth Opportunities

     The Company can capitalize on changing markets within the scope of the
     acquired subsidiary's business through:

o    Organic growth
o    Additional related acquisition(s)
o    Leveraging its business system in additional markets.

By its very nature, the business of acquisition consumes more capital than it
generates causing the leverage of future earnings. Accordingly, accomplishing
the Company's growth program is dependent upon the availability of fresh equity,
credit lines and subordinated debt.

S&J MANUFACTURING DEFINITIVE AGREEMENT

Subsequent to quarter end, on January 11, 2002, the Company signed a Definitive
Agreement to acquire S&J Manufacturing, Inc. ("S&J"). S&J is pleasure boat
manufacturer in Willacoochee, Georgia, producing the Acquatron, Basstream and
Clearwater brands.

                                       6

TS&B will acquire 100% of the common stock of S&J in an acquisition valued at
$3,300,000 in an all-stock transaction, with 482,000 shares of TSBB stock at
$2.50 per share. As part of the acquisition, TS&B will assume all of the debt of
S&J Manufacturing. The acquisition is subject to completion of an audit, which
is in progress. In addition, this acquisition is subject to regulations of the
Securities and Exchange Commission.

This acquisition is the first step in development of our marine group. We are in
discussions with other manufacturing operations, which could be consolidated
with S&J. We anticipate this consolidation will maximize marketing efforts and
operating efficiencies, thereby increasing both sales and profits. The marine
group will include manufacturing through distribution segments of the industry.
TS&B is currently in discussions with several firms in the marina and retail
segments to expand this group.

STOCK FOR SERVICES

During the quarter, the company issued S-8 Free Trading shares for consulting
services as follows:
o    Tim Ellis - 166,000 shares at $0.80 per share or $132,800
o    Mark Width - 500,000 shares at $0.75 or $375,000

**Results of Operations**

The Company recorded a net loss for the quarter of ($255,663) or $0.023 per
share. Of the loss, the Company recorded ($188,880) related to the write off
securities held for investment. The Company continues to hold the securities.
When the securities are sold, the company will record the appropriate gain, if
any. It is uncertain if the value of these securities will increase.

Net loss from operations was ($76,154) on sales of $178,031.

The Company's current operating entity, Ammonia Hold, has refocused its efforts
on the more profitable business segments related to poultry and litter. During
the quarter, it generated sales of $118,000 compared to only $17,000 the prior
quarter.

The Company's Financial Services division generated $60,000 in revenue for the
quarter.

Liquidity and Capital Resources

The Company, through sales of securities and borrowings was able to meet cash
requirements for the quarter, with cash increasing $15,416 from the previous
period.

                                       7

The Company anticipates meeting its working capital needs during the next twelve
months with revenues from operations resulting from increased marketing
activities related to the Company's products and through bond and equity
placements related to its Acquisition program. If the Company's operations are
not adequate to fund its operations and it is unable to secure financing from
private sources or from the sale of its securities, the Company could experience
a cash flow shortage, which could curtail the Company's operations.

As of December 31, 2001, the Company had total assets of $3,006,170 and total
stockholders' equity of $1,846,734.

In the opinion of management, inflation has not had a material effect on the
operations of the Company.

Risk Factors and Cautionary Statements

Forward-looking statements in this report are made pursuant to the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995. The Company
wishes to advise readers that actual results may differ substantially from such
forward-looking statements. Forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
expressed in or implied by the statements, including, but not limited to, the
following: the ability of the Company to generate working capital, the
development of the Company's existing and new products, the potential market for
the Company's products, competitive factors, and other risks detailed in the
Company's periodic report filings with the securities and Exchange Commission.

                                       8
**PART II****Item 1.  Legal Proceedings**

There are no materials pending legal proceedings to which the Company or any of
its subsidiaries is a party or to which any of its property is subject and, to
the best of its knowledge, no such actions against the Company are contemplated
or threatened.

**Item 2.  Changes In Securities and Use of Proceeds**

         This Item is not applicable to the Company.

**Item 3.  Defaults Upon Senior Securities**

         This Item is not applicable to the Company.

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

         This Item is not applicable to the Company.

**Item 5.  Other Information**

         This Item is not applicable to the Company.

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

         (a)  Exhibits

         (b)  Reports on Form 8-K

              The Company filed an 8-K on October 26, 2001, reflecting the
                Acquisition Agreement signed with Lucas Truck and Equipment
                Sales, Inc. on October 26, 2001.

              The Company filed an 8-K on January 14, 2002, reflecting the
                Change of Auditor to B2d Semago, CPA's and Business Advisors.

                                       9
**SIGNATURES**

In accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                               **TS&B Holdings, Inc.**

Date:  February 14, 2002      By:  /s/ Roy Y. Salisbury
                                    ROY Y. SALISBURY,
                                    Chief Executive Officer

Date:  February 14, 2002      By:  /s/ Scott R. Neils
                                    SCOTT R. NEILS,
                                    Chief Financial Officer
                                    (Principal Accounting Officer)

                                       10
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