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, 2003

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

     For the transition period from __________ to __________.

                             Commission file number

                             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
     incorporation or organization)                          Identification No.)

  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)

                                        1
<PAGE>
     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. $30.00

     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. 1,000,000

                       DOCUMENTS INCORPORATED BY REFERENCE

     Form 10-QSB for fourth quarter of fiscal year; Form SB-2, effective
November 18, 2002 for exhibits.

     Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]

                                       2
<PAGE>
                                TABLE OF CONTENTS

Number                         Item in Form 10-KSB                      Page No.
------                         -------------------                      --------
   1    Description of Business                                             4
   2    Description of Property                                             5
   3    Legal Proceedings                                                   5
   4    Submission of Matters to a Vote of Security Holders                 5
   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
   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                                   18
  14    Signatures                                                         19
  15    Certification                                                      20

                                       3
<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
purchaser 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 the locking pliers tool which will be
marketed as the "Portable Pipe Vice". 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, only an initial sample run of Portable Pipe Vices
have been produced. The samples are not of market quality, but were produced in
order to provide marketing information as to the viability of the product.

At present, E &S is in the process of ordering the first production run of 5,000
high quality Portable Pipe Vices 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.

Once it obtains the first production run of Portable Pipe Vices, E &S intends to
located distributors of hand tools who would be interested in distributing the
product to its retailers. Also, E &S, through its officers, will attempt to
establish retail customers who will offer the Portable Pipe Vice in its
locations.

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 Vice, the first production run has been contracted through Nation
Technik, Ltd. a Hong Kong manufacturer. 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 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.

E & S does not anticipate the need to receive any government approval for its
Portable Pipe Vice, prior to marketing. E & S does not believe that there are
any significant government regulations that would effect the ability of E & S to
sell its product.

E & S is currently operating with no paid employees. 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 Vice. 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

                                       4
<PAGE>
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
forth quarter of its fiscal year. However, in early June, 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.

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. 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, 2003 E & S has 15 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 fiscal year, E & S has received negligible revenues from sale of
product. Due to the unforeseen length of time in establishing a product line, E
& S has utilized all of its initial capitalization in operating expenses. It has
borrowed the sum of $10,800 from its shareholders in order to purchase the
assignment for the patent for the Portable Pipe Vice. Further, E & S has
borrowed from Mr. Edward A. Barth $500 during the last fiscal year. In addition,
E & S has either borrowed or anticipates to borrow from Mr. Edward A. Barth
approximately $20,000 during its current fiscal year. This money has been
utilized to pay governmental fees, accounting fees, and the cost of the initial
product production.

On November 18, 2002, E & S had a registration become effective with the United
State Securities and Exchange Commission for the sale of additional shares of E
& S, in order to raise $100,000 of operating capital. To date, none of the
shares of the corporation have been sold. All sales are being conducted by the

                                       5
<PAGE>
officers of the corporation and there are no market makers or underwriters
involved in the sale. E & S will continue in its efforts to sell the registered
securities in order to continue its business operations.

Once E & S receives its initial shipment of its portable pipe vice tool, it will
immediately commence its attempt to commence sale of the product in order to
enhance cash flow. E & S expects receiving the initial shipment by November 1,
2003.

During the next fiscal year, E & S does not anticipate the purchase or sale of
any capital assets and does not expect any significant changes in the number of
its employees. During the next fiscal year, it is the goal of E & S's management
to obtain a stable distribution system for its product and to commence marketing
the product to the welding and plumbing industry. Once its initial product
shipment is received, it also intends to contact large nationwide retailers in
an effort to place its product in their stores.

                                       6
<PAGE>
ITEM 7 - FINANCIAL STATEMENTS

HOBE & LUCAS
CERTIFIED PUBLIC ACCOUNTANTS, INC.

                                                                       Suite 510
                                                              4807 Rockside Road
                                                        Independence, Ohio 44131
                                                             Tel: (216) 524-8900
                                                             Fax: (216) 524-8777
                          INDEPENDENT AUDITORS' REPORT

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

     We have audited the accompanying balance sheets of E and S Holdings, Inc.
(a development stage company) as of May 31, 2003 and 2002, and the related
statements of operations, stockholders' equity, and cash flows for the year
ended May 31, 2003, the period beginning June 20, 2001 (inception) and ended May
31, 2002 and the period beginning June 20, 2001 (inception) and ended May 31,
2003. 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 generally
accepted in the United States of America. Those standards require that we plan
and perform the audits 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, 2003 and 2002 and the results of its operations and cash flows for the
year ended May 31, 2003, the period beginning June 20, 2001 (inception) and
ended May 31, 2002, and the period beginning June 20, 2001 (inception) and ended
May 31, 2003 in conformity with accounting principles generally accepted in the
United States of America.

     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 a going concern.


                                        Hobe & Lucas CPAs, Inc.
Independence, Ohio
July 8, 2003

                                       7
<PAGE>
                             E AND S HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                              MAY 31, 2003 AND 2002

                                     ASSETS
                                                            2003        2002
                                                          ---------   ---------

Current Assets
    Cash in bank                                          $      86   $   5,132
                                                          ---------   ---------
Other Assets
    Patent - net of amortization of $990 at
        May 31, 2003 and $-0- at May 31, 2002                11,709      12,699
                                                          ---------   ---------

    Total Other Assets                                       11,709      12,699
                                                          ---------   ---------

             Total Assets                                 $  11,795   $  17,831
                                                          =========   =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
    Accounts payable                                      $  23,720   $   2,500
    Accounts payable - stockholder                              500         -0-
    Accrued wages                                           100,000      47,500
    Accrued director's fees                                   5,000       5,000
    Accrued interest                                            276         261
    Accrued rent - stockholder                                4,500         -0-
    Loans payable - stockholders                             12,096      10,800
                                                          ---------   ---------

        Total Liabilities                                   146,092      66,061
                                                          ---------   ---------
Stockholders' Equity
    Common stock - 25,000,000 shares authorized,
      1,000,000 outstanding at .001 par value                 1,000       1,000
    Additional paid-in capital                               28,399      28,399
    Deficit accumulated during the development stage       (163,696)    (77,629)
                                                          ---------   ---------

        Total Stockholders' Equity                         (134,297)    (48,230)
                                                          ---------   ---------

             Total Liabilities and Stockholders' Equity   $  11,795   $  17,831
                                                          =========   =========

                 See accompanying notes to financial statements.

                                       8
<PAGE>
                             E AND S HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                FOR THE YEAR ENDED MAY 31, 2003, THE PERIOD FROM
                    JUNE 20, 2001 (INCEPTION)TO MAY 31, 2002,
          AND THE PERIOD FROM JUNE 20, 2001 (INCEPTION) TO MAY 31, 2003

<TABLE>
<CAPTION>
                                            YEAR       JUNE 20, 2001   JUNE 20, 2001
                                            ENDED      (INCEPTION) TO  (INCEPTION) TO
                                        MAY 31, 2003    MAY 31, 2002    MAY 31, 2003
                                        ------------    ------------    ------------
<S>                                       <C>             <C>           <C>
SALES - NET                               $      30       $     -0-       $      30

COST OF SALES
     Purchases                                   10             -0-              10
                                          ---------       ---------       ---------

GROSS PROFIT                                     20             -0-              20

OPERATING EXPENSES
     Wage expense                            52,500          47,500         100,000
     Advertising                              1,278              --           1,278
     Legal and accounting                    18,962          21,665          40,627
     Professional fees                          -0-           5,000           5,000
     Product development                        499             315             814
     Bank charges                                97              80             177
     Rent - stockholder                       6,000           1,000           7,000
     License and permits                        593             295             888
     Amortization                               990             -0-             990
     Franchise tax                               50             -0-              50
     Workers' compensation                      184             -0-             184
     Royalty expense                              2             -0-               2
     Office supplies and expense              3,621           1,513           5,134
                                          ---------       ---------       ---------
                                             84,776          77,368         162,144

Net Loss From Operations                    (84,756)        (77,368)       (161,482)

Other Income (expense)
     Interest expense                        (1,311)           (261)         (1,572)

Net Loss before income taxes                (86,067)        (77,629)       (163,696)

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

Net Loss                                  $ (86,067)      $ (77,629)      $(163,696)
                                          =========       =========       =========

Net loss per common share - basic         $    (.09)      $    (.09)      $    (.16)
                                          =========       =========       =========
</TABLE>

                 See accompanying notes to financial statements.

                                       9
<PAGE>
                             E AND S HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        STATEMENT OF STOCKHOLDER'S EQUITY
                 FOR THE YEAR ENDED MAY 31, 2003, AND THE PERIOD
            BEGINNING JUNE 20, 2001(INCEPTION) AND ENDED MAY 31, 2002

<TABLE>
<CAPTION>
                                           Common Stock
                                    --------------------------   Additional                       Total
                                       Issued                      Paid-in      Accumulated   Stockholders'
                                       Shares       Par Value      Capital        Deficit         Equity
                                    -----------    -----------   -----------    -----------    -----------
<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)                                                                          (77,629)       (77,629)
                                    -----------    -----------   -----------    -----------    -----------

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

Net (Loss)                                  -0-            -0-           -0-        (86,067)       (86,067)
                                    -----------    -----------   -----------    -----------    -----------

Balance, May 31, 2003                 1,000,000    $     1,000    $    28,399   $  (163,696)   $  (134,297)
                                    ===========    ===========   ===========    ===========    ===========
</TABLE>

                See accompanying notes to financial statements.

                                       10
<PAGE>
                             E AND S HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
   FOR THE YEAR ENDED MAY 31, 2003, THE PERIOD FROM JUNE 20, 2001 (INCEPTION)
 TO MAY 31, 2002, AND THE PERIOD FROM JUNE 20, 2001 (INCEPTION) TO MAY 31, 2003

<TABLE>
<CAPTION>
                                                                       June 20, 2001    June 20, 2001
                                                          Year Ended   (Inception) to  (Inception) to
                                                         May 31, 2003   May 31, 2002    May 31, 2003
                                                           ---------      ---------       ---------
<S>                                                        <C>            <C>             <C>
Cash Flows From Operating Activities
   Net Loss                                                $ (86,067)     $ (77,629)      $(163,696)
   Adjustments to reconcile net income to net
     cash provided by operating activities:
       Amortization                                              990            -0-             990
       Interest capitalized                                    1,296                          1,296
       Increase in accounts payable                           21,220          2,500          23,720
       Increase in accrued wages - stockholder                52,500         47,500         100,000
       Increase in accrued director's fees                       -0-          5,000           5,000
       Increase in accrued interest                               15            261             276
       Increase in accrued rent                                4,500            -0-           4,500
       Increase in stockholder payable                           500            -0-             500

         Net Cash From (Used By) Operating Activities         (5,046)       (22,368)        (27,414)

Cash Flows Used by Investing Activities
   Purchase of patent                                            -0-        (10,800)        (10,800)

Cash Flows From Financing Activities
   Loans from stockholders                                       -0-         10,800          10,800
   Proceeds from issuance of common stock,
     Net of issuance costs of $2,500                             -0-         27,500          27,500

         Net Cash Provided By Financing Activities               -0-         38,300          38,300

Net Increase (Decrease) In Cash                               (5,046)         5,132              86

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

Cash At End of Period                                      $      86      $   5,132       $      86
                                                           =========      =========       =========
Supplemental Disclosure of Cash Flows Information
   Interest paid                                           $     -0-      $     -0-       $     -0-
                                                           =========      =========       =========
   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, 2003 AND 2002

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

                                                                  2003     2002
                                                                  ----     ----
     Note payable to a stockholder due March 24, 2004,
     at an interest rate of 12%, secured by an interest in
     the Company's patent                                        $6,048   $  -0-

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

                                       12
<PAGE>
                             E AND S HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                              MAY 31, 2003 AND 2002


                                                                2003       2002
                                                              -------    -------
NOTE 3 - NOTES PAYABLE (CONTINUED)

     Note payable to a stockholder due March 21, 2003,
     at an interest rate of 12%, secured by an interest in
     the Company's patent.                                        -0-      5,400

     Note payable to a stockholder due March 24, 2003,
     at an interest rate of 12%, secured by an interest in
     the Company's patent.                                        -0-      5,400
                                                              -------    -------

            Total Notes Payable                               $12,096    $10,800
                                                              =======    =======

NOTE 4 - INCOME TAXES

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

                                             2003         2002
                                             ----         ----
          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>
                                                          2003                     2002
                                                  --------------------     ---------------------
                                                                 % 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         (29,263)        (34)%    (25,523)         (34)%
                                                  --------       -----     --------        -----

          Income taxes at statutory rate          $(29,263)        (34)%   $(25,523)         (34)%
                                                  ========       =====     ========        =====
</TABLE>

     At May 31, 2003 the Company had net operating loss carryforwards of
approximately $45,271 and $22,569, expiring in 2023 and 2022, respectively.

                                       13
<PAGE>
                             E AND S HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                              MAY 31, 2003 AND 2002

NOTE 4 - INCOME TAXES (CONTINUED)

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

                                                    2003             2002
                                                  --------         --------
          Deferred tax asset                      $ 52,000         $ 25,523
          Valuation allowance                      (52,000)         (25,523)
          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, 2003 or
2002 due to a valuation allowance, which increased $26,477 in 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 expense for the year ended May 31, 2003 and the period
beginning June 20, 2001 (inception) and ended May 31, 2002 was $6,000 and
$1,000, respectively. Accrued rent to this stockholder was $4,500 and $-0- at
May 31, 2003 and 2002, respectively.

NOTE 6 - ACCRUED WAGES - STOCKHOLDER

     A stockholder of the Company had accrued wages in the amount of $75,000 and
$40,000 at May 31, 2003 and 2002, respectively. 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 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 8% of the gross
consideration received for the use and licensing of the patent.

Amortization for the next five years is as follows:

                2003                 $    990
                2004                      990
                2005                      990
                2006                      990
                2007                      990
          Thereafter                    6,759
                                     --------
                                     $ 11,709
                                     ========

                                       14
<PAGE>
                             E AND S HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                              MAY 31, 2003 AND 2002

NOTE 8 - LOSS PER COMMON SHARE

     Loss per common share is based on the weighted average number of shares
outstanding which was: 1,000,000 for the year ended May 31, 2003, and 850,000
for the period beginning June 20, 2001 (inception) and ended May 31, 2002.

ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE - None

                                   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,
2003 are as follows:

Directors
Name of Director:                   Age:
-----------------                   ----
Edward A. Barth                      44
Eugene H. Swearengin                 49

Executive Officers
Executive Officer:                  Age:             Office:
------------------                  ----             -------
Edward A. Barth                      44       President, Chief Executive Officer
                                              and Treasurer
Eugene H. Swearengin                 49       Vice-President and Secretary

Edward A. Barth, age 44, 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 49, has been a Director of the Registrant since June
21, 2001. He was elected vice-president and secretary of the Corporation on
February 19, 2002. 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 23

                                       15
<PAGE>
years. He resides in North Canton, Ohio. During the past fiscal year there were
three individuals who were required to comply with the reporting requirements
under Rule 16A-3 of the Exchange Act. These individuals were Mr. Edward A.
Barth, Mrs. Suzanne I. Barth and Mr. Eugene H. Swearengin. Mr. Barth was
required to file a Form 3 on the effective date of the SB-2 registration for the
reason that he is an individual controlling more than 10% of the shares of E & S
and because he is both an officer and director of E & S. Suzanne I. Barth is
required to make a filing since she is the indirect owner of more than 10% of
the outstanding common shares of E & S. Mr. Swearengin is required to make a
filing for the reason that he is an officer and director of the corporation.
None of the Form 3 filings were made in a timely fashion. Instead, a Form 5 was
filed by these individuals after the end of E & S's fiscal year. All of these
forms indicated a late filing of Form 3 and all other necessary information
required to be filed on Form 5.

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       Restricted    Securities
Name and                                                 Annual         Stock      Underlying     LTIP       All Other
Principal                                                Compen-       Award(s)     Options/     Payouts      Compen-
Position             Year      Salary ($)     Bonus     sation($)        ($)        SARs ($)       ($)       sation($)
--------             ----      ----------     -----     ---------        ---        --------       ---       ---------
<S>                  <C>      <C>              <C>        <C>          <C>           <C>           <C>         <C>
Edward A.            2002     $60,000.00*      0.00       0.00         0.00          0.00          0.00        0.00
Barth,
President, CEO

Eugene H.            2002     $30,000.00*      0.00       0.00         0.00          0.00          0.00        0.00
Swearengin,
Vice-President,
Secretary
</TABLE>

The company currently has two directors, Mr. Edward A. Barth and Mr. Eugene H.
Swearengin. Pursuant to a resolution of the shareholders, any outside director
(an individual not employed by the Company or an officer of the Company) are
entitled to a standard monthly fee of $1,000.00 per month. The only outside
director to which this resolution would apply would be Mr. Eugene H. Swearengin
for the five months during which time he was a Director of E & S, but not
employed or elected as an officer. Due to the fact that E & S is in its
developmental stages, Mr. Swearengin agreed to accrue his Director's fee until E
& S has operating profits from which the fees can be paid. Operating profits
shall be considered annual net revenues, less all expenses deductible for
federal income tax purposes, with the exception of deductions for taxes payable
and allowance for depreciation and amortization. Mr. Swearengin ceased being
entitled to the standard Director's fee upon his employment with E & S.
Therefore, he has accrued five months of Director's fees to date.

* Mr. Barth's and Mr. Swearengin's salary is all accrued, by agreement. No
company funds shall be utilized to satisfy the accrued salary until such time as
the accrued salary can be paid from operating profits of E & S. Operating profit
shall be considered annual net revenues, less all expenses deductible for
federal income tax purposes, with the exception of deductions for taxes payable
and allowance for depreciation and amortization. Because E and S has experience
a delay in commence production that both Mr. Barth and Mr. Swearengin waived any
compensation for their services commencing January 1, 2003.

                                       16
<PAGE>
ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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, 2003 and by the officers and directors, individually and as a group.
Except as otherwise indicated, all shares are owned directly.


<TABLE>
<CAPTION>
                           NAME AND ADDRESS                    AMOUNT OF
CLASS OF STOCK            OF BENEFICIAL OWNER             BENEFICIAL OWNERSHIP           PERCENT OF CLASS
--------------            -------------------             --------------------           ----------------
<S>                       <C>                                   <C>                         <C>
Common stock              Edward A. Barth                       700,000                     71% (total)
                          Director, President and
                          Chief Executive Officer
                          5046 East Boulevard NW
                          Canton, OH 44718

                          And

                          Suzanne I. Barth*                     10,000                      10%
                          5046 East Boulevard NW
                          Canton, OH 44718
                                                                                             5%
Common stock              Herbert Barth                         100,000
                          520 East Boulevard NW
                          Canton, OH 44718

Common stock              C. W. Vonderwell                      50,000
                          840 Ohio Street
                          Delphos, OH 45833

                          and

                          Maryellen Vonderwell*                 50,000                      5%
                          8400 St. Rt. 66
                          Delphos, OH 45833
</TABLE>

*    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, 71% total.

The percent of class is based on 1,000,000 shares of common stock issued and
outstanding as of June 1, 2003.

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 71% of the outstanding
common stock (directly and beneficially). However, he was accruing a salary of
$5,000.00 per month for all services which he is rendering to E & S prior to
January 1, 2003. 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.

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.

                                       17
<PAGE>
Mr. Herbert Barth, owner of 10% of the outstanding shares of the Corporation and
father of Edward A. Barth has loaned E & S the sum of $6,048.00 plus interest at
the rate of 12% per annum to enable E & S to purchase the assignment of the
patent for the locking pliers. Additionally, Herbert Barth is the owner of the
real estate from which E & S is subletting its offices. Mr. Barth is paid the
sum of $500.00 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.

Dr. C. W. Vonderwell, beneficial owner of 10% of the outstanding shares of the
Corporation has loaned E & S the sum of $6,048.00 plus interest at the rate of
12% per annum to enable E & S to purchase the assignment of the patent for the
locking pliers.

E and S has also borrowed the sum of $17,500 from Mr. Edward A. Barth, E & S
majority shareholder, and E & S's President and Chief Executive Officer has
prepared promissory notes to Mr. Barth. These promissory notes are demand notes
and are interest free loans to E & S.

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 99.14 - Certificates

                                       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: July 30, 2003
                                              ----------------------------------

     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: July 30, 2003
                                             -----------------------------------

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

                                       Date: July 30, 2003
                                             -----------------------------------

                                       19
<PAGE>
                        CERTIFICATION PURSUANT TO SECTION
                          302 OF THE SARBANES OXLEY ACT

I, Edward A. Barth, certify that:

1.   I have reviewed this annual report on Form 10-KSB of E and S Holdings,
     Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report.

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report.

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a.)  designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     b.)  evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c.)  presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a.)  all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrat's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b.)  any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: July 30, 2003
      ---------------------

By: /s/ Edward A. Barth
    ---------------------------------
    Edward A. Barth
    Principal Executive Officer,
    Principal Financial Officer and Director

                                       20
<PAGE>
                        CERTIFICATION PURSUANT TO SECTION
                          302 OF THE SARBANES OXLEY ACT

I, Eugene H. Swearengin, certify that:

1.   I have reviewed this annual report on Form 10-KSB of E and S Holdings,
     Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report.

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report.

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a.)  designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     b.)  evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c.)  presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a.)  all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrat's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b.)  any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: July 30, 2003
      --------------------


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

                                       21