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

                                   FORM 10-KSB

(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                     For the fiscal year ended May 31, 2004

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

            For the transition period from ___________ to ___________

                        Commission file number 000-50101

                             E and S Holdings, Inc.
                 (Name of small business issuer in its charter)

           Nevada                                         91-2135425
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

  5046 East Boulevard NW, Canton, Ohio                      44718
(Address of principal executive offices)                  (Zip Code)

                     Issuer's telephone number 330/966-8120

         Securities registered under Section 12(b) of the Exchange Act:

   Title of each class                 Name of each exchange on which registered

                                      None

         Securities registered under Section 12(g) of the Exchange Act:

                             $0.001 pv common stock
                                (Title of class)

     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 [ ]

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

     State issuer's revenues of its most recent fiscal year. $464.00

     State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of
a specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.) - At present there is no market for these
securities.

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date. 1,500,000 shares common stock
$.001 per value

                       DOCUMENTS INCORPORATED BY REFERENCE

     Form 10-QSB for first, second and third quarter of fiscal year; Form SB-2,
effective November 18, 2002 for exhibits.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
<PAGE>
                                TABLE OF CONTENTS

Number                 Item in Form 10-KSB                              Page No.
------                 -------------------                              --------
   1    Description of Business                                              3

   2    Description of Property                                              4

   3    Legal Proceedings                                                    4

   4    Submission of Matters to a Vote of Security Holders                  4

   5    Market for Common Equity and Related Stockholder Matters             5

   6    Management's Discussion and Analysis for Plan of Operation           5

   7    Financial Statements                                                 7

   8    Changes in and Disagreements with Accountants on Accounting
        and Financial Disclosure                                            15

  8A    Controls and Procedures                                             15

   9    Directors, Executive Officers, Promoters and Control Persons        15

  10    Executive Compensation                                              16

  11    Security Ownership of Certain Beneficial Owners and Management      16

  12    Certain Relationships and Related Transactions                      17

  13    Exhibits and Reports on Form 8-K                                    17

  14    Principal Accountant Fees and Services                              18

        Signatures                                                          19

                                       2
<PAGE>
                                    PART ONE

ITEM 1 - DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS: E & S was incorporated on June 20, 2001 under the laws
of the State of Nevada. It has not been involved in any bankruptcy, receivership
or similar proceedings, nor has it been a party to any merger, consolidation or
purchase or sale of a significant amount of assets not in the ordinary course of
business.

E & S is a corporation that is in its developmental stages, since its inception
in June, 2001. E & S was formed to produce a locking pliers tool which is being
marketed as the "Portable Pipe Vise". The jaws of the locking pliers have a
patented design. The tool is intended to secure cylindrical objects to a flat
surface. At the present time, E & S has produced and received the first
production run of 5,000 high quality Portable Pipe Vises for sale. E & S intends
to initially focus its marketing efforts on the welding industry and the
plumbing industry, since both industries require portable tools to secure pipes
to objects for modification or attachment to a flat surface.

Since the time that E & S took possession of the first production run, it has
stepped up its marketing efforts through direct mailing filers and participation
in the National Hardware Show in Las Vegas, Nevada. As a result of its marketing
efforts, E & S currently has secured five independent representatives in various
parts of the United States to sell the Portable Pipe Vise. In addition, over the
past 60 days, it has secured initial orders from independent tool retailers. E &
S is currently in negotiation with catalog retailers both in print and online
for the sale of the Portable Pipe Vise.

Since obtaining the initial production run, E & S has sold a limited number of
Portable Pipe Vises. E & S has employed Mrs. Suzanne Barth for the purpose of
managing E & S's day-to-day operations, including the processing of orders and
communication with current representatives, as well as prospective distributors.

E & S will be competing for market share with well established hand tool
manufacturers both within the United States and abroad. While the specific
design of the locking pliers is patented, there are many other hand tools which
are currently marketed which can perform a similar function as the locking
pliers and which will be in direct competition in the marketplace with the
locking pliers. In addition, unless future steps are taken to secure patents
worldwide, foreign manufacturers may be able to produce and market a locking
pliers of a similar design in foreign markets. Further, the lack of a brand name
for E & S's locking pliers may adversely affect the public's confidence in the
tool and its success in the marketplace. The presence of established competitors
could adversely affect the ability of E & S to successfully implement it's
business plan and sell the locking pliers.

E & S has limited financial, marketing, technical and other resources that are
necessary to implement its business plan. Many of E &S's competitors have
significantly greater financial, marketing, technical and other resources than E
& S does. These competitors may be able to devote greater resources to the
development, promotion and sale of competing tools. Moreover, due to the size of
these competitors, they may be able to produce a tool with a different design,
but with a similar function which can be marketed at a price lower than which E
& S can market it's locking pliers.

Although E & S is seeking suppliers within the United States to manufacture its
Portable Pipe Vise, the first production run has been contracted through Nation
Technik, Ltd. a Hong Kong manufacturer. E & S is already in negotiations with
Nation Technik, Ltd. to prepare for a larger second production run. E & S
currently holds an assignment of the patent for the locking pliers. The patent
was granted by the United States Patent and Trademark Office on November 6, 2001
and is patent number 6,311,589. This patent will restrict other domestic

                                       3
<PAGE>
competitors from manufacturing a locking pliers with the same or similar jaw
configuration as the locking pliers to be manufactured by E & S. Further, no
foreign manufacturer will be able to enter the United States market with a
similar product. A patent lasts for 16 years from the date of filing. The date
of filing of the patent was April 8, 1999. Therefore, E & S will enjoy
protection for the patented portion of the locking pliers, until April 8, 2015.
The patent covering the locking pliers was purchased from the inventor. E & S
has a royalty agreement with the inventor whereby the inventor receives 5% of
gross sales as additional compensation for the sale of the patent.

E & S does not anticipate the need to receive any government approval for its
Portable Pipe Vise. E & S does not believe that there are any significant
government regulations that would effect the ability of E & S to sell its
product. In addition, due to the nature of its product and the fact that it does
not manufacture its product, E & S does not anticipate that its operation will
result in the need to comply with any environmental laws. Therefore, there are
no costs allocated to the environmental law compliance.

During the last two fiscal years, a minimal amount of time and expense has been
utilized in developing the Portable Pipe Vise for marketing. All research and
development efforts were conducted by Mr. Edward A. Barth, who is not separately
compensated for these efforts. All costs involved are centered around finalizing
the design of the production of single prototype of Portable Pipe Vises in order
to arrive at a final production design.

E & S is currently operating with one paid employee, Mrs. Suzanne Barth, who is
responsible for all day-to-day operations of E & S. Mr. Edward A. Barth and Mr.
Eugene H. Swearengin have agreed to work for the corporation for no compensation
until such time as the company commences to receive revenues from its Portable
Pipe Vise. Both individuals have previously received compensation, either
directly or accrued, for services rendered. However, due to the unforeseen
length of time necessary to bring the company's product to market, both
individuals have agreed to forego any further compensation, either paid or
accrued until E & S commences to recognize revenues from the sale of its
product.

ITEM 2 - DESCRIPTION OF PROPERTY

At the present time, E & S's principal offices are located at 5046 East
Boulevard NW, Canton, Ohio 44718. These offices are being utilized, rent free,
by E & S and are owned by Mr. Edward A. Barth. Commencing April 1, 2002, E & S
rented two offices and 1,500 square feet of warehouse space at 4264 Strausser
Street NW, North Canton, Ohio 44720. This location will serve as the sales
office and warehouse for E & S. It is currently operating under an oral
sub-lease on a month-to-month basis from Mr. Herbert Barth. The monthly rental
fee is $500.00, which includes all utilities. Management for E & S believes that
the rented space will be sufficient for the needs of the Corporation for at
least the next 12 months.

ITEM 3 - LEGAL PROCEEDINGS

At the present time, E & S is not a party to any legal proceedings and is
unaware of any claims that may result in future legal proceedings against it or
that it may have against third-parties.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were presented for a vote to the shareholders of E & S during the
fourth quarter of its fiscal year. However, in late June, 2004, an Action of
Stockholders by Written Consent, in lieu of its annual meeting, appointed Mr.
Edward A. Barth and Mr. Eugene H. Swearengin as directors of the corporation for
the next year. Furthermore, the shareholders confirmed the appointment of the
accounting firm of Hobe and Lucas to continue in its capacity as the
corporation's independent auditor for the next fiscal year. In addition, the
shareholders amended the Articles of Incorporation of E & S to increase the
number of authorized shares of its $.001 per value common stock from 25,000,000
to 100,000,000 shares.

                                       4
<PAGE>
ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

At present, there is no public trading market for E & S common stock. Therefore,
there has been no market transaction involving E & S common stock during the
past fiscal year. E & S has made efforts to commence trading of its shares,
however, to date , E & S's shares are not listed on any exchange or O.T.C.
Furthermore, there has been no unregistered sales of securities by E & S in its
past fiscal year. The only sales of unregistered securities that have been made
by E & S were the initial sales, in which Mr. Edward A. Barth received 700,000
shares of common stock in exchange for the transfer of the option to purchase
the locking pliers patent. Furthermore, E & S raised approximately $30,000 from
the sale of 300,000 shares of common stock in a private offering in December of
2001.

E & S has only one class of stock, it is the $0.001 per value common stock. As
of June 1, 2004 E & S has 21 shareholders, holding shares in either individual
names or as joint tenants.

E & S has not declared any dividends to its shareholders. It will not be able to
declare dividends until after it commences to receive revenue from sales. At
present, the directors have made no decision with regard to future dividend
declarations, although there are currently no restrictions on the future
declaration of dividends.

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS FOR PLAN OF OPERATION

Over the past two fiscal years, E & S has received negligible revenues from sale
of product. However, it is now commencing to receive a small number of purchase
orders for its Portable Pipe Vise. In addition, during the past fiscal year, E &
S completed it offering for additional shares of the corporation, which was
fully subscribed. Therefore, E & S received an additional $100,000 of operating
capital. The bulk of the operating capital was utilized to pay for the initial
production run of Portable Pipe Vises.

During the past two fiscal years, E & S has had operations loses of $86,067 for
2003 and $52,252 for 2004. These losses were incurred as a result of continuing
operating expenses and negligible revenues being received by E & S. Because E &
S now has inventory, it is beginning to receive purchase orders for the Portable
Pipe Vise and anticipates that over the next twelve months, we will receive
revenues, in an amount that would be sufficient to pay current operating
expenses. The management of E & S has received very favorable comments on the
Portable Pipe Vise and expects to see significant increases in revenue over the
next twelve months.

As revenues increase, however, E & S will incur additional liabilities in the
form of officer salaries, which are currently being waived by the officers.

In the event that anticipated sales exceed expectations of E & S, it may be
necessary for E & S to incur debt for the purpose of ordering additional tools
in larger quantities of the manufacturer, in order to increase inventories and
fill orders in a timely basis. During the next twelve months, E & S has to be
able to evaluate the marketability of the Portable Pipe Vise and determine
whether it will be advisable to add additional lines of tools, in order to
become profitable.

At present, it is not anticipated that E & S will require any additional capital
expenditures during the next twelve-month period. In addition, E & S does not
believe it will be necessary to seek additional capital through the offering of
additional shares in the corporation to the public.

                                       5
<PAGE>
OFF - BALANCE SHEET ARRANGEMENTS

At present, E & S has no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on E & S's financial
condition. However, it should be noted, when evaluating the balance sheet of E &
S that an arrangement exists between the officers and directors of E & S whereby
all officers wages and directors fees, accrued to date, can only be paid out of
net revenues of the corporation. Since the repayment of these liabilities are
contingent upon future profitability of E & S, this arrangement has a direct
effect upon a current financial health of the corporation.

                                       6
<PAGE>
ITEM 7 - FINANCIAL STATEMENTS

HOBE & LUCAS
CERTIFIED PUBLIC ACCOUNTANTS, INC.
                                                              4807 Rockside Road
                                                                       Suite 510
                                                        Independence, Ohio 44131
                                                             Tel: (216) 524-8900
                                                             Fax: (216) 524-8777

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
of E and S Holdings, Inc.
Canton, Ohio

     We have audited the balance sheets of E and S Holdings, Inc. (a development
stage company) as of May 31, 2004 and 2003, and the related statements of
operations, stockholders' equity (deficit), and cash flows for the years then
ended, and the period beginning June 20, 2001 (inception) and ended May 31,
2004. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

     We conducted our audits in accordance with auditing standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of E and S Holdings, Inc. as of
May 31, 2004 and 2003, and the results of its operations and its cash flows for
the years then ended, and the period beginning June 20, 2001 (inception) and
ended May 31, 2004 in conformity with U.S. generally accepted accounting
principles.

     As discussed in Note 1, the Company has been in the development stage since
its inception on June 20, 2001. Realization of a major portion of its assets is
dependent upon the Company's ability to successfully develop and market its
product, meet its future financing requirements, and the success of future
operations. These factors raise substantial doubt about the Company's ability to
continue as going concern.


                                            /s/ Hobe & Lucas
                                            Certified Public Accountants, Inc.

Independence, Ohio
July 6, 2004

                                       7
<PAGE>
                             E AND S HOLDINGS, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS
                              MAY 31, 2004 AND 2003
<TABLE>
<CAPTION>
                                                                       2004              2003
                                                                     ---------         ---------
<S>                                                                  <C>               <C>
                                     ASSETS

CURRENT ASSETS
   Cash in bank                                                      $   3,760         $      86
   Inventory                                                            28,893                 0
                                                                     ---------         ---------
                                                                        32,653                86
OTHER ASSETS
   Patent - net of amortization of $1,979 at
    May 31, 2004 and $990 at May 31, 2003                               10,720            11,709
                                                                     ---------         ---------

      Total Other Assets                                                10,720            11,709
                                                                     ---------         ---------

      Total Assets                                                   $  43,373         $  11,795
                                                                     =========         =========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

LIABILITIES
   Accounts payable                                                  $   4,555         $  23,720
   Accounts payable - stockholder                                       16,500               500
   Accrued wages                                                       102,400           100,000
   Accrued payroll taxes                                                   379                 0
   Accrued other taxes                                                      88                 0
   Accrued director's fees                                               5,000             5,000
   Accrued interest                                                          0               276
   Accrued rent - stockholder                                            1,000             4,500
   Loans payable - stockholders                                              0            12,096
                                                                     ---------         ---------

      Total Liabilities                                                129,922           146,092
                                                                     ---------         ---------
STOCKHOLDERS' EQUITY (DEFICIT)
   Common stock - 25,000,000 shares authorized,
    1,500,000 outstanding as of 2004, and 1,000,000
    as of 2003 at .001 per value                                         1,500             1,000
   Additional paid-in capital                                          127,899            28,399
   Deficit accumulated during the development stage                   (215,948)         (163,696)
                                                                     ---------         ---------

      Total Stockholders' Equity (Deficit)                             (86,549)         (134,297)
                                                                     ---------         ---------

Total Liabilities and Stockholders' Equity (Deficit)                 $  43,373         $  11,795
                                                                     =========         =========
</TABLE>
                 See accompanying notes to financial statements.

                                       8
<PAGE>
                             E AND S HOLDINGS, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                   FOR THE YEARS ENDED MAY 31, 2004, and 2003
          AND THE PERIOD FROM JUNE 20, 2001 (INCEPTION) TO MAY 31, 2004
<TABLE>
<CAPTION>
                                                                                 June 20, 2001
                                          Year Ended          Year Ended        (Inception) to
                                         May 31, 2004        May 31, 2003        May 31, 2004
                                         ------------        ------------        ------------
<S>                                        <C>                 <C>                 <C>
Sales - net                                $     464           $      30           $     494

Cost of Sales
   Purchases                                     186                  10                 196
                                           ---------           ---------           ---------

Gross Profit                                     278                  20                 298

Operating expenses
   Wage expense                                4,800              52,500             104,800
   Advertising                                13,778               1,278              15,056
   Legal and accounting                       12,680              18,962              53,307
   Professional fees                             340                   0               5,340
   Product development                             0                 499                 814
   Bank charges                                  124                  97                 301
   Rent - stockholder                          2,500               6,000               9,500
   License and permits                           375                 593               1,263
   Amortization                                  990                 990               1,980
   Franchise tax                                  50                  50                 100
   Workers' compensation                          20                 184                 204
   Royalty expense                                43                   2                  44
   Office supplies and expense                 7,360               3,621              12,495
   Travel                                      2,930                   0               2,930
   Freight and delivery                           84                   0                  84
   Payroll tax                                   563                   0                 563
   Insurance                                     519                   0                 519
   Telephone                                   1,077                   0               1,077
   Trade shows                                 2,867                   0               2,867
   UCC code                                      750                   0                 750
                                           ---------           ---------           ---------
                                              51,850              84,776             213,994
                                           ---------           ---------           ---------

Net Loss From Operations                     (51,572)            (84,756)           (213,696)

Other Income (Expense)
   Interest expenses                            (680)             (1,311)             (2,252)
                                           ---------           ---------           ---------

Net Loss before income taxes                 (52,252)            (86,067)           (215,948)

Provision for income taxes                         0                   0                   0
                                           ---------           ---------           ---------

Net Loss                                   $ (52,252)          $ (86,067)          $(215,948)
                                           =========           =========           =========

Net loss per common share - basic          $    (.04)          $    (.09)          $    (.22)
                                           =========           =========           =========
</TABLE>

                 See accompanying notes to financial statements.

                                       9
<PAGE>
                             E AND S HOLDINGS, INC.
                          (A Development Stage Company)
                   STATEMENT OF STOCKHOLDER'S EQUITY (DEFICIT)
                FOR THE PERIOD BEGINNING JUNE 20, 2001(INCEPTION)
                             AND ENDED MAY 31, 2004

<TABLE>
<CAPTION>
                                   Common Stock                                         Total
                               ---------------------    Additional                   Stockholder's
                               Issued                     Paid-In     Accumulated      Equity
                               Shares      Par Value      Capital       Deficit       (Deficit)
                               ------      ---------      -------       -------       ---------
<S>                           <C>         <C>           <C>           <C>            <C>
Issuance of Common Stock
September, 2001                700,000     $    700      $  1,199      $       0      $   1,899

Issuance of Common Stock
December 2001, net of
issuance costs of $2,500       300,000          300        27,200              0         27,500

Net (Loss) - May 31, 2002                                                (77,629)       (77,629)
                            ----------     --------      --------      ---------      ---------

Balance, May 31, 2002        1,000,000        1,000        28,399        (77,629)       (48,230)

Net (Loss) - May 31, 2003            0            0             0        (86,067)       (86,067)
                            ----------     --------      --------      ---------      ---------

Balance, May 31, 2003        1,000,000        1,000        28,399       (163,696)      (134,297)

Issuance of Common Stock
November, 2003                 500,000          500        99,500              0        100,000

Net (Loss) - May 31, 2004            0            0             0        (52,252)       (52,252)
                            ----------     --------      --------      ---------      ---------

Balance, May 31, 2004        1,500,000     $  1,500      $127,899      $(215,948)     $ (86,549)
                            ==========     ========      ========      =========      =========
</TABLE>

                 See accompanying notes to financial statements.

                                       10
<PAGE>
                             E AND S HOLDINGS, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                    FOR THE YEARS ENDED MAY 31, 2004 and 2003
          AND THE PERIOD FROM JUNE 20, 2001 (INCEPTION) TO MAY 31, 2004
<TABLE>
<CAPTION>
                                                                                          June 20, 2001
                                                         Year Ended       Year Ended     (Inception) to
                                                        May 31, 2004     May 31, 2003     May 31, 2004
                                                        ------------     ------------     ------------
<S>                                                      <C>              <C>              <C>
Cash Flows From Operating Activities
   Net Loss                                              $ (52,252)       $ (86,067)       $(215,948)
   Adjustments to reconcile net income to net
    cash provided by operating activities:
      Amortization                                             990              990            1,979
      Increase in inventory                                (28,893)               0          (28,893)
      Interest capitalized                                       0            1,296            1,296
      (Decrease)/Increase in accounts payable              (19,166)          21,220            4,555
      Increase in accrued wages                              2,400           52,500          102,400
      Increase in accrued director's fees                        0                0            5,000
      (Decrease)/Increase in accrued interest                 (276)              15                0
      (Decrease)/Increase in accrued rent                   (3,500)           4,500            1,000
      Increase in stockholder payable                       16,000              500           16,500
      Increase in accrued payroll taxes                        379                0              379
      Increase in accrued taxes                                 88                                88
                                                         ---------        ---------        ---------
        Net Cash From (Used By) Operating Activities       (84,230)          (5,046)        (111,644)
                                                         ---------        ---------        ---------
Cash Flows Used by Investing Activities
   Purchase of patent                                            0                0          (10,800)
   Repayments of loans                                     (12,096)                          (12,096)
                                                         ---------        ---------        ---------
        Net Cash Used In Investing Activities              (12,096)                          (22,896)

Cash Flows From Financing Activities
   Loans from stockholders                                                        0           10,800
   Proceeds from issuance of common stock,
    net of issuance costs of $2,500                        100,000                0          127,500
                                                         ---------        ---------        ---------
        Net Cash Provided By Financing Activities          100,000                0          138,300
                                                         ---------        ---------        ---------

Net Increase (Decrease) In Cash                              3,674           (5,046)           3,760

Cash At Beginning Of Period                                     86            5,132                0
                                                         ---------        ---------        ---------

Cash At End of Period                                    $   3,760        $      86        $   3,760
                                                         =========        =========        =========
Supplemental Disclosure of Cash Flows Information
   Interest paid                                         $     680        $       0        $     680
                                                         =========        =========        =========
   Taxes paid                                            $       0        $       0        $       0
                                                         =========        =========        =========
</TABLE>

Supplemental Disclosure of Non-cash Investing and Financing Activities

     On September 27, 2001, 700,000 shares of stock were issued at a value of
$1,899 in return for contribution of the patent option. The patent was
subsequently purchased for $10,800 in March 2002.
     In March of 2003, interest accrued on stockholder loans payable in the
amount of $1,296 was added to the outstanding loan balance when the stockholder
notes due March 2003 were renewed.

                 See accompanying notes to financial statements.

                                       11
<PAGE>
                             E AND S HOLDINGS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                              MAY 31, 2004 AND 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     This summary of significant accounting policies of E and S Holdings, Inc.
(hereinafter the "Company"), is presented to assist in understanding the
financial statements. The financial statements and notes are representations of
the Company's management, which is responsible for their integrity and
objectivity. These accounting policies conform to accounting principles
generally accepted in the United States of America and have been consistently
applied in the preparation of the financial statements.

Use of Estimates

     The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the period. Actual results could differ from those estimates.

Development Stage Company

     E and S Holdings, Inc. (a Nevada corporation) has been in the development
stage since its formation on June 20, 2001. It is primarily engaged in the
development and marketing of new products on which it holds the patent.
Realization of a major portion of its assets is dependent upon the Company's
ability to successfully develop and market the products, meet its future
financing requirements, and the success of future operations. These factors
raise substantial doubt about the Company's ability to continue as a going
concern. These financial statements do not include any adjustments that might
result from the outcome of this uncertainty. The Company's majority stockholder
has agreed to advance funds necessary to meet the Company's near-term cash
needs.

NOTE 2 - FAIR VALUE OF FINANCIAL STATEMENTS

     The carrying amount of cash and liabilities approximates the fair value
reported in the balance sheet.

NOTE 3 - NOTES PAYABLE

                                                             2004         2003
                                                           -------      -------
   Note payable to a stockholder due March 24, 2004,
   at an interest rate of 12%, secured by an interest
   in the Company's patent                                 $     0      $ 6,048

   Note payable to a stockholder due March 24, 2004,
   at an interest rate of 12%, secured by an interest
   in the Company's patent                                       0        6,048
                                                           -------      -------

   Total Notes Payable                                     $     0      $12,096
                                                           =======      =======

                                       12
<PAGE>
                             E AND S HOLDINGS, INC.
                          (A Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                              MAY 31, 2004 AND 2003

NOTE 4 - INCOME TAXES

     Income taxes on continuing operations at May 31 include the following:

                                                    2004               2003
                                                   ------             ------
   Currently payable                               $    0             $    0
   Deferred                                             0                  0
                                                   ------             ------

        Total                                      $    0             $    0
                                                   ======             ======

     A reconciliation of the effective tax rate with the statutory U.S. income
tax rate at May 31 is as follows:
<TABLE>
<CAPTION>
                                                     2004                        2003
                                             --------------------        --------------------
                                                            % of                        % of
                                                           Pretax                      Pretax
                                             Income        Amount        Income        Amount
                                             ------        ------        ------        ------
<S>                                         <C>           <C>          <C>            <C>
Income taxes per statement of operations    $      0           0%       $      0           0%

 Loss for financial reporting purposes
  without tax expense or benefit             (17,766)        (34)%       (29,263)        (34)%
                                            --------       -----        --------       -----

 Income taxes at statutory rate             $(17,766)        (34)%      $(29,263)        (34)%
                                            ========       =====        ========       =====
</TABLE>

     At May 31, 2004 the Company had net operating loss carryforwards of
approximately $18,362, $45,913, and $98,665 expiring in 2023, 2024, and 2025.

     The Company's deferred tax assets and liabilities at May 31 consist of:

                                                 2004                 2003
                                               --------             --------
   Deferred tax asset                          $ 70,600             $ 52,000
   Valuation allowance                          (70,600)             (52,000)
   Deferred tax liability                             0                    0
                                               --------             --------
                                               $      0             $      0
                                               ========             ========

     Deferred taxes are provided for temporary differences in deducting expenses
for financial statement and tax purposes. The principal source for deferred tax
assets are net operating loss carryforwards and accrued wages and director's
fees. No deferred taxes are reflected in the balance sheet at May 31, 2004 or
2003 due to a valuation allowance, which increased $18,600 in 2004.

                                       13
<PAGE>
                             E AND S HOLDINGS, INC.
                          (A Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                              MAY 31, 2004 AND 2003

NOTE 5 - RENT

     The Company rents office and storage space from one of its stockholders,
Herbert G. Barth, on a month-to-month basis. Rent began in April, 2002 at a rate
of $500 per month. Rent expenses for the years ended May 31, 2004 and 2003 were
$2,500 and $6,000, respectively. Accrued rents to this stockholder were $1,000
and $4,500 at May 31, 2004 and 2003, respectively.

NOTE 6 - ACCRUED WAGES - STOCKHOLDER

     A stockholder of the Company had accrued wages in the amount of $75,000 at
May 31, 2004 and 2003. Per his employment agreement, these wages can only be
paid from the net profits of the Company. As such, no cash wages have been paid
to this stockholder to date.

NOTE 7 - AMORTIZATION OF PATENT

     The Company held an option to purchase the patent pending rights to its
proprietary product, locking pliers. The Company exercised its option to acquire
the patent for its locking pliers product in March 2002 for $10,800. The patent
is being amortized over its remaining legal life, beginning in the first quarter
of fiscal 2002. The agreement also provides for payment of 5% of the gross
consideration received for the use and licensing of the patent.

     Amortization for the next five years is as follows:

                2004                    $   990
                2005                        990
                2006                        990
                2007                        990
                2008                        990
                Thereafter                5,770
                                        -------
                                        $10,720
                                        =======

NOTE 8 - LOSS PER COMMON SHARE

     Loss per common share is based on the weighted average number of shares
outstanding which was: 1,291,667 for the year ended May 31, 2004, 1,000,000 for
the year ended May 31, 2003, and 988,889 for the period beginning June 20, 2001
(inception) and ended May 31, 2004.

                                       14
<PAGE>
ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE - None

ITEM 8A - CONTROLS AND PROCEEDURES

The management of E & S recognize its responsibility for establishing and
maintaining adequate internal controls over financial reporting for E & S. Due
to the small size of E & S, management is aware of all matters pertaining to the
operations of E & S Holdings, Inc. since management is involved on a daily basis
with all day-to-day operations of the company.

                                   PART THREE

ITEM 9- DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT

The Executive Officers and Directors and their respective ages as of June 1,
2004 are as follows:

Directors

     Name of Director:            Age:
     -----------------            ----
     Edward A. Barth               45
     Eugene H. Swearengin          50

Executive Officers

     Executive Officer:           Age:                    Office:
     ------------------           ----                    -------
     Edward A. Barth               45         President, Chief Executive Officer
                                              and Treasurer
     Eugene H. Swearengin          50         Vise-President and Secretary

Edward A. Barth, age 45, is the Founder and Officer of Registrant, and serves as
a Director. Mr. Barth received a Bachelor of Science degree in civil engineering
technology from Youngstown State University in 1984. He has been employed by the
City of North Canton, Ohio, Michael Baker Engineering Corporation and in 1990
returned to the family construction business where he served as President of
Barth Construction Co., Inc. In August 2001 Mr. Barth changed the name of the
corporation to Stark Concrete Leveling, Inc. and presides as President of the
leveling and concrete rehabilitation business. Mr. Barth continues to be
employed by Stark Concrete Leveling, Inc. Mr. Barth became president of Logical
Computer Services of New York, Limited in November, 1995. This company was a
non-operating entity. During the following year, Mr. Barth was in charge of all
facets of the corporation and effectuated a change of name of the corporation to
Coronado Industries, Inc. (OTC-BB: CDIK). Thereafter, Mr. Barth was instrumental
in the merger of Coronado Industries, Inc. with a private corporation in
November, 1996. After the merger, Mr. Barth resigned from all management
positions at Coronado Industries, Inc. He is currently Secretary and a Director
of C and E Holdings, Inc., a publicly held corporation, which is considered to
be a blank check company. Mr. Barth has held these positions since the
Corporation was formed in March 2000. He resides in Canton, Ohio.

Eugene H Swearengin, age 50, has been a Director of the Registrant since June
21, 2001. He is Vise-president and secretary of the Corporation. Mr. Swearengin
started his carrier as an apprentice carpenter. He successfully obtained his
journeyman's card in 1977. In 1998 he purchased a 50% interest in Callahan Door
Sales, Inc. Mr. Swearengin has managed a successful career in the garage and
entrance door business for the past 24 years. He resides in North Canton, Ohio.

In the past fiscal year there were no individuals who were required to comply
with the reporting requirements under Rule 16A-3 of the Exchange Act. There were
no changes in ownership interest or beneficial interest of any shareholder,
officer or director of the corporation during the past fiscal year.

At the present time, E & S has not developed a code of ethics that applies to E
& S's principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions. E & S

                                       15
<PAGE>
maintains that the fact that all major management functions, both executive and
financial are centered in one individual, it is not necessary to establish a
code of ethics at this time.

ITEM 10 - EXECUTIVE COMPENSATION

The table below summarizes all compensation awarded to, earned by, or paid to
the executive officers of E & S by any person for all services rendered in any
capacity to E & S for the present fiscal year.

<TABLE>
<CAPTION>
                                               Other                  Securities
Name and                                       Annual     Restricted  Underlying              All Other
principal                                      Compen-      Stock      Options/     LTIP       Compen-
position           Year   Salary($)   Bonus   sation($)   Award(s)($)   SARs($)   Payouts($)   sation($)
--------           ----   ---------   -----   ---------   -----------   -------   ----------   ---------
<S>                <C>   <C>         <C>      <C>         <C>         <C>        <C>          <C>
Edward A.
Barth,
President, CEO     2003      $0*       0.00     0.00         0.00         0.00       0.00         0.00

Eugene H.
Swearengin,
Vice-President,
Secretary          2003      $0*       0.00     0.00         0.00         0.00       0.00         0.00
</TABLE>

----------
*    Because E and S has experienced a delay in commence production that both
     Mr. Barth and Mr. Swearengin waived any compensation for their services
     commencing January 1, 2003.

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

There are no securities authorized for issuance under any equity compensation
plans. The following table provides the names and addresses of each person known
to own directly or beneficially more than a 5% of the outstanding common stock
as of June 1, 2004 and by the officers and directors, individually and as a
group. Except as otherwise indicated, all shares are owned directly.

                   Name and address           Amount of
Class of Stock   of beneficial owner    beneficial ownership    Percent of class
--------------   -------------------    --------------------    ----------------
Common stock     Edward A. Barth               700,000           47.33% (total)
                 Director, President and
                 Chief Executive Officer
                 5046 East Boulevard NW
                 Canton, OH 44718

                 and

                 Suzanne I. Barth*              10,000
                 5046 East Boulevard NW
                 Canton, OH 44718

Common stock     Herbert Barth                 100,000            6.67%
                 520 East Boulevard NW
                 Canton, OH 44718

                                       16
<PAGE>
Common stock     C. W. Vonderwell               50,000            3.34%
                 840 Ohio Street
                 Delphos, OH 45833

                 and

                 Maryellen Vonderwell*          50,000            3.34%
                 8400 St. Rt. 66
                 Delphos, OH 45833

----------
*    Indicates husband and wife. Each individual has a beneficial ownership in
     their spouse's stock holdings. Common stock: All Officers and Directors as
     a group that consist of one person, 700,000 shares direct, 10,000
     beneficial, 47.33% total.

The percent of class is based on 1,500,000 shares of common stock issued and
outstanding as of June 1, 2004.

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr. Edward A. Barth is the sole promoter of E & S, further, he currently holds a
control position in the business, owning a total of 47.33% of the outstanding
common stock (directly and beneficially). Prior to January 1, 2003, Mr. Barth
was accruing a salary at the rate of $5,000 per month for all services which he
rendered to E & S. Since January 1, 2003, Mr. Barth has waived any compensation,
until such time as E & S commences to receive sustained revenues. Mr. Barth
advanced the Corporation the sum of $1,212.00 in order to pay for incorporation
costs. This amount was subsequently repaid to Mr. Barth on January 9, 2002
without interest, from proceeds received out of the $30,000.00 which E & S
received in stock subscriptions. In addition, Mr. Barth has advanced the
corporation the sum of $20,000 in order to commence the first production run of
the Portable Pipe Vise. To date, E & S has repaid a portion of the amount,
however, the amount of $16,500 remains outstanding as of the end of the
corporation's fiscal year.

Mr. Barth received the 700,000 shares of common stock in E & S in exchange for
transferring to E & S the option to purchase the patent rights to the locking
pliers. At the time Mr. Barth purchased the option, the patent had not yet been
granted and was in danger of being lost as a result of the inventor's lack of
necessary funds to continue the patent process. A portion of the personal funds
which Mr. Barth utilized in the obtaining of the patent option was utilized to
file the necessary documentation with the United States Patent and Trademark
Office so that the patent could issue.

Mr. Herbert Barth, the father of Edward A. Barth, owns of 6.67% of the
outstanding shares of the Corporation. Mr. Herbert Barth is the owner of the
real estate from which E & S is subletting its offices. Mr. Barth is currently
being paid the sum of $500 per month for the office space. E & S maintains that
the space leased from Mr. Barth is leased at the fair market value for similar
commercial space in Canton, Ohio.

With the exception of the above referred to transactions, there are no
contractual agreements between Mr. Barth or any other individual, whether a
shareholder or not, and E & S.

ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K

Exhibit 3.1  - Articles of Incorporation - incorporated by reference Form SB-2
Exhibit 3.2  - By-laws - incorporated by reference Form SB-2
Exhibit 11   - Statement regarding computation of earnings per share - See
               financial statement attached
Exhibit 13   - Form 10-QSB - incorporated by reference
Exhibit 31.1 - Rule 13a-12(a), 15d-14(a) Certification
Exhibit 31.2 - Rule 13a-12(a), 15d-14(a) Certification
Exhibit 32.1 - Certification  of Pursuant to Section 906 of the Sarbanes Oxley
               Act of 2002
Exhibit 32.2 - Certification  of Pursuant to Section 906 of the Sarbanes Oxley
               Act of 2002

                                       17
<PAGE>
ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following information concerns the aggregate fees billed for each of the
last two fiscal years for professional services rendered by Hobe & Lucas
Certified Public Accountants, Inc., the principal accountant for E & S.

                                        2003            2004
                                        ----            ----

     1. Audit Fees                     $11,181         $8,390

     2. Audit-Related Fees                   0              0

     3. Tax Fees                       $ 1,000         $  500

     4. All Other Fees*                      0              0

----------
*    There were no other fees billed to E & S by its principal accountant for
     the last two fiscal years for any products or services not covered in items
     1, 2 or 3 above.

Because E & S has only two directors, none of whom are outside directors, E & S
does not maintain a standing audit committee. As such, E & S does not have
preapproval policies and procedures regarding the engagement of an independent
auditor for its year-end financial statements. Instead, the engagement of an
auditor is approved by the ad hoc audit committee of the Board of Directors
prior to the commencement of the audit. The balance of the services described in
Items 2 or 3 above were preapproved by the audit committee, only to the extent
that discussions were held with the principal independent accountant for E & S
prior to the commencement of any services by the accountant, during which time
all services to be performed by the accountant on behalf of E & S were outlined.

                                       18
<PAGE>
                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       E and S Holdings, Inc.


                                       By: /s/ Edward A. Barth
                                          -------------------------------

                                       Date: August 24, 2004
                                            -----------------------------

     In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

                                       By: /s/ Edward A. Barth
                                          -------------------------------
                                          Edward A. Barth, CEO, CFO President
                                          and Director

                                       Date: August 24, 2004
                                            -----------------------------


                                       By: /s/ Eugene H. Swearengin
                                          -------------------------------
                                          Eugene H. Swearengin, Vice-President,
                                          Secretary and Director

                                       Date: August 24, 2004
                                            -----------------------------

                                       19