<PAGE>   1

                   U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB/A
                                 (AMENDMENT NO. 1)

      (X)   Quarterly report under Section 13 or 15(d) of the Securities
            Exchange Act of 1934 For the quarterly period ended March 31, 2001

      ( )   Transition report under Section 13 or 15(d) of the Exchange Act
            of 1934
            For the transition period from _____ to _____

                         Commission File Number 0-18707


                                TBM HOLDINGS INC.
      (Exact Name of Small Business Issuer as Specified in Its Charter)

                FLORIDA                                  59-2824411
    (State or Other Jurisdiction of          (IRS Employer Identification No.)
             Incorporation)

                                 136 MAIN STREET
                         WESTPORT, CONNECTICUT 06880
                   (Address of Principal Executive Office)

                                (203) 227-6140
               (Issuer's Telephone Number, Including Area Code)


      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.
                                [X] Yes   [ ] No


      The number of shares outstanding of the issuer's Common Stock, $.001 par
value per share, as of May 10, 2001, was 5,595,089.


      Transitional Small Business Disclosure Format (check one):
                                [ ] Yes   [X]  No
<PAGE>   2
                               EXPLANATORY NOTE


     This Amendment No. 1 on Form 10-QSB/A of TBM Holdings Inc. (the
"Company")for the quarter ended March 31, 2001 is being filed solely for the
purpose of amending and restating in its entirety Part I, Item 1, Financial
Statements, contained in the Company's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 2001, which was filed with the Securities and Exchange
Commission on May 15, 2001.



                                      2
<PAGE>   3
                         PART I: FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                       TBM HOLDINGS INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED UNAUDITED BALANCE SHEETS
                 (In thousands, except share and per share data)

<TABLE>
<CAPTION>
                                                                            MARCH 31,       DECEMBER 30,
                                                                              2001             2000
                                                                            --------         --------
                                                                          (unaudited)
<S>                                                                          <C>              <C>
                             ASSETS
Current assets:
     Cash and cash equivalents                                               $  2,428         $  1,833
     Trade accounts receivable, net                                            10,907           12,182
     Inventories, net                                                          10,469           10,211
     Prepaid expenses and other receivables                                       276              252
                                                                             --------         --------
        Total current assets                                                   24,080           24,478
     Property, plant and equipment, net                                        10,037           10,248
     Goodwill and other intangibles, net                                       14,879           15,085
     Other assets                                                                 318              357
                                                                             --------         --------
        Total assets                                                         $ 49,314         $ 50,168
                                                                             ========         ========

                LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Trade accounts payable                                                  $  6,291         $  5,877
     Current portion of long-term liabilities                                  11,309            4,983
     Accrued expenses                                                           2,986            3,543
     Bank overdraft payable                                                     1,092            1,329
                                                                             --------         --------
        Total current liabilities                                              21,678           15,732
Revolving credit loan, excluding current portion                                   --            7,247
Long-term debt, excluding current portion                                       6,265            6,472
Cumulative convertible preferred stock, $.001 par value. Authorized
     2,000,000 shares; 944,508 shares issued and outstanding at
     March 31, 2001. Aggregate liquidation preference of $3,012 at
     March 31, 2001                                                             2,875                -
Stockholders' equity:
     Common stock, $.001 par value.  Authorized
        10,000,000 shares; 5,595,000 shares issued and outstanding                  6                6
     Additional paid-in capital                                                42,280           42,262
     Accumulated other comprehensive loss - foreign currency
        translation adjustments                                                  (132)            (100)
     Accumulated deficit                                                      (23,658)         (21,451)
                                                                             --------         --------
        Total stockholders' equity                                             18,496           20,717
Commitments and contingencies
                                                                             --------         --------
        Total liabilities and stockholders' equity                           $ 49,314         $ 50,168
                                                                             ========         ========
</TABLE>

See accompanying notes to condensed consolidated unaudited financial statements.

                                       3
<PAGE>   4
                       TBM HOLDINGS INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED UNAUDITED STATEMENTS OF OPERATIONS
                (In thousands, except share and per share data)

<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED
                                                    -------------------------------
                                                      MARCH 31,           APRIL 1,
                                                        2001                2000
                                                    -----------         -----------
<S>                                                 <C>                 <C>
Net sales                                           $    15,110         $     3,655
Cost of sales                                            12,780               2,607
                                                    -----------         -----------
       Gross profit                                       2,330               1,048

Selling, general and administrative expenses              4,162               1,051
                                                    -----------         -----------
       Operating loss                                    (1,832)                 (3)
Interest expense                                           (441)                (99)
Other income, net                                           157                 132
                                                    -----------         -----------
       Income (loss) before income taxes                 (2,116)                 30
Income tax expense                                           61                  22
                                                    -----------         -----------
       Net income (loss)                            $    (2,177)        $         8
Convertible preferred stock dividends and
       beneficial conversion feature
       accretion                                             30                  --
                                                    -----------         -----------
       Net income (loss) available to common
         stockholders                               $    (2,207)        $         8
                                                    ===========         ===========
Income (loss) per share:
       Basic                                        $     (0.39)        $      0.00
                                                    ===========         ===========
       Diluted                                      $     (0.39)        $      0.00
                                                    ===========         ===========
Weighted average shares outstanding:
       Basic                                          5,595,000           3,292,392
                                                    ===========         ===========
       Diluted                                        5,595,000           3,442,198
                                                    ===========         ===========
</TABLE>

See accompanying notes to condensed consolidated unaudited financial statements.

                                       4
<PAGE>   5
                       TBM HOLDINGS INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED UNAUDITED STATEMENTS OF
                  STOCKHOLDERS' EQUITY AND COMPREHENSIVE LOSS
                                 (In thousands)

<TABLE>
<CAPTION>


                                                        Common Stock       Additional
                                                     ------------------     Paid-in
                                                      Shares     Amount     Capital
                                                     -------    --------    --------
<S>                                                 <C>         <C>         <C>
Balances, December 30, 2000                            5,595    $      6    $ 42,262
  Comprehensive loss:
     Net loss                                             --          --          --
     Foreign currency translation adjustments             --          --          --


     Total comprehensive loss

     Intrinsic value of beneficial conversion feature     --          --          18
     Convertible preferred stock dividends                --          --          --
                                                    --------    --------    --------
Balances, March 31, 2001                               5,595    $      6    $ 42,280
                                                    ========    ========    ========
</TABLE>


<TABLE>
<CAPTION>

                                                   Accumulated
                                                     Other
                                                   Comprehensive   Accumulated
                                                      Loss         Deficit         Total
                                                    --------       --------       -------
<S>                                                <C>            <C>            <C>
Balances, December 30, 2000                         $   (100)      $(21,451)      $ 20,717
  Comprehensive loss:
     Net loss                                             --         (2,177)        (2,177)
     Foreign currency translation adjustments            (32)            --            (32)
                                                                                  --------
     Total comprehensive loss                                                       (2,209)
                                                                                  --------

     Intrinsic value of beneficial conversion feature     --            (18)            --
     Convertible preferred stock dividends                --            (12)           (12)
                                                    --------       --------       --------
Balances, March 31, 2001                            $   (132)      $(23,658)      $ 18,496
                                                    ========       ========       ========
</TABLE>



                See accompanying notes to condensed consolidated
                        unaudited financial statements.


                                       5
<PAGE>   6
                       TBM HOLDINGS INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED UNAUDITED STATEMENTS OF CASH FLOWS
                                 (In thousands)

<TABLE>
<CAPTION>

                                                                                                THREE MONTHS ENDED
                                                                                            -------------------------
                                                                                            MARCH 31,        APRIL 1,
                                                                                              2001            2000
                                                                                            --------         --------
<S>                                                                                         <C>              <C>
Cash flows from operating activities:
    Net income (loss)                                                                       $ (2,177)        $      8
Adjustments to reconcile net income (loss) to net cash used in operating activities:
    Depreciation and amortization                                                                497              103

    Changes in working capital components                                                        835           (2,048)
                                                                                            --------         --------
         Net cash used in operating activities                                                  (845)          (1,937)
Cash flows from investing activities -
    Capital expenditures for property, plant and equipment, net                                 (186)             (10)
    Payment for acquisition of business, net of cash acquired                                     --           (7,400)
    Proceeds from sale of assets                                                                 129               --
                                                                                            --------         --------
         Net cash used in investing activities                                                   (57)          (7,410)
                                                                                            --------         --------

Cash flows from financing activities:
    Change in bank overdraft payable                                                            (237)            (184)
    Net borrowings (payments) under revolving credit loan                                       (689)           1,998
    Borrowings under long-term debt                                                               76               --
    Payments on long-term debt                                                                  (230)              --
    Issuance of preferred stock, net of offering costs                                         2,875               --
    Issuance of common stock                                                                      --            8,000
                                                                                            --------         --------
         Net cash provided by financing activities                                             1,795            9,814
                                                                                            --------         --------
         Effect of foreign currency translation on cash                                         (298)             (11)
                                                                                            --------         --------
         Net increase in cash                                                                    595              456
                                                                                            --------         --------
Cash and cash equivalents, beginning of period                                                 1,833           12,064
                                                                                            --------         --------
Cash and cash equivalents, end of period                                                    $  2,428         $ 12,520
                                                                                            ========         ========

Supplemental cash flow disclosure:
    Cash paid for interest                                                                  $    370         $     85
    Cash paid for income taxes                                                              $     28         $     --

Supplemental non cash disclosure:
    Common stock issued for acquisition                                                     $     --         $  3,000
</TABLE>

                See accompanying notes to condensed consolidated
                        unaudited financial statements.


                                       6
<PAGE>   7
                       TBM HOLDINGS INC. AND SUBSIDIARIES
         NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
                 (In thousands, except share and per share data)


(1) GENERAL; DESCRIPTION OF BUSINESS; SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

GENERAL

The condensed consolidated financial statements included herein have been
prepared by TBM Holdings Inc. (the "Company"), without audit, pursuant to rules
and regulations of the Securities and Exchange Commission. The financial
statements reflect all adjustments (consisting of normal recurring accruals),
which are, in the opinion of management, necessary to fairly present such
information. Although the Company believes that the disclosures are adequate to
make the information presented not misleading, certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been omitted pursuant to such
rules and regulations. These interim financial statements should be read in
conjunction with the Company's most recently audited consolidated financial
statements included in the Company's Annual Report on Form 10-KSB, as amended by
Form 10-KSB/A, for the fiscal year ended December 30, 2000.

DESCRIPTION OF BUSINESS

The primary business of the Company, through the operations of its wholly-owned
subsidiaries, Long Reach, Inc. ("Long Reach") and Blue Giant Equipment
Corporation ("Blue Giant"), and Long Reach's subsidiaries, Presto Lifts, Inc.
("Presto Lifts") and Long Reach Brudi Pacific Pty Ltd, is the manufacturing and
marketing of hydraulically activated material handling equipment in Houston,
Texas; Brampton, Ontario, Canada; Pawtucket, Rhode Island; and Adelaide,
Australia. The Company markets the majority of its products through numerous
material-handling dealers in the U.S., Canada and other international locations.
The Company's raw materials are readily available, and the Company is not
dependent on a single supplier or only a few suppliers of common proprietary
products and is not dependent on any one customer.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company and
its subsidiaries. All significant intercompany transactions have been eliminated
in consolidation.

USE OF ESTIMATES

Management of the Company has made a number of estimates and assumptions related
to the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities to prepare these financial statements in
conformity with accounting principles generally accepted in the United States of
America. Actual results could differ from those estimates.

CASH EQUIVALENTS

Cash equivalents for purposes of reporting cash flows consisted of highly liquid
debt instruments purchased with an original maturity of three months or less.
Such accounts are carried at cost plus accrued interest, which approximates
market value.

INVENTORY

Inventories are stated at the lower of cost or market. Cost is determined using
the first-in, first-out (FIFO) method.


                                       7
<PAGE>   8
                       TBM HOLDINGS INC. AND SUBSIDIARIES
         NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
                 (In thousands, except share and per share data)


PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at cost. Equipment under capital leases
is stated at the present value of minimum lease payments at the inception of the
lease.

Depreciation of property, plant and equipment is calculated on the straight-line
method, based on the estimated useful lives of the various assets, as follows:

<TABLE>
<CAPTION>

                                                          Life
<S>                                                  <C>
          Buildings and improvements                 20 - 30 years
          Machinery and equipment                     3 - 12 years
          Furniture and fixtures                      7 -  8 years
</TABLE>

Equipment held under capital leases is depreciated on a straight-line basis over
the shorter of the lease term or estimated useful life of the asset.

INCOME TAXES

Deferred tax assets and liabilities are recognized for the estimated future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates in effect for the year in which
those temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.

GOODWILL, OTHER INTANGIBLES AND DEBT ISSUANCE COSTS

Goodwill is amortized on a straight-line basis over 20 years. Other intangibles
are being amortized on a straight-line basis over five years. Debt issuance
costs are being amortized over the life of the related debt and are included as
a component of interest expense.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company assesses the recoverability of long-lived assets, including
goodwill, by determining whether the amortization or depreciation of the asset
balance over its remaining life can be recovered through undiscounted future
operating cash flows associated with the asset. The amount of impairment, if
any, is measured based upon projected discounted future operating cash flows
using a discount rate reflecting the Company's average cost of funds. The
assessment of the recoverability of long-lived assets will be impacted if
estimated future operating cash flows are not achieved.

REVENUE RECOGNITION AND PRODUCT WARRANTY

Revenue is recognized at the time the product is shipped and risk of loss has
passed to the customer. The Company warrants that all manufactured equipment
will be free from defects in workmanship, material and parts. Warranty periods
range from six months to one year from the original date of purchase, depending
on the product. The Company provides for estimated product warranty at the time
of sale.

COMPREHENSIVE LOSS

Statement of Financial Accounting Standards ("SFAS") No. 130 Reporting
Comprehensive Income, establishes standards for reporting and presentation of
comprehensive loss and its components. Comprehensive loss, consisting of net
loss and foreign currency translation adjustments, is presented in the Condensed
Consolidated Unaudited Statements of Stockholders' Equity and Comprehensive
Loss.


                                       8
<PAGE>   9
                       TBM HOLDINGS INC. AND SUBSIDIARIES
         NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
                 (In thousands, except share and per share data)

FOREIGN CURRENCY GAINS AND LOSSES

The foreign-owned assets and liabilities of the Company have been translated to
United States dollars using the exchange rate in effect at the balance sheet
date. Results of foreign operations have been translated using the average
exchange rate during the periods of operation. Resulting translation adjustments
have been recorded as a component of "Accumulated Other Comprehensive Loss" in
the Condensed Consolidated Unaudited Statements of Stockholders' Equity and
Comprehensive Loss. Foreign currency transaction gains and losses are included
in the Condensed Consolidated Unaudited Statements of Operations as they occur.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value estimates are made at discrete points in time based upon relevant
market information. These estimates may be subjective and involve uncertainties
and matters of significant judgment and therefore cannot be determined with
precision. The Company believes that the carrying amounts of its revolving
credit loans and long-term debt approximate the fair value of such items at
March 31, 2001.

(2) ACQUISITIONS

On February 23, 2000, the Company acquired Long Reach Holdings, Inc. (the
"Acquired Corporation") in a merger transaction (the "Long Reach Merger")
pursuant to which the Acquired Corporation merged into Long Reach. The aggregate
consideration in respect of the acquisition was (1) $1,500 of cash, (2) the
issuance of 500,000 shares of the Company's Common Stock valued at $6.00 per
share, (3) Long Reach's issuance of $3,000 of new subordinated notes to
refinance a portion of existing subordinated notes with certain stockholders of
the Acquired Corporation and (4) the assumption by Long Reach of $10,921 of
outstanding bank debt at the date of the acquisition. Upon closing, the Company
paid down $5,338 of the debt assumed. The Long Reach Merger has been accounted
for using the purchase method of accounting, effective at the date of
acquisition.

On May 16, 2000, the Company, through Long Reach, acquired all of the capital
stock of Lee Engineering Company, Inc. ("Lee Engineering") for $7,466 of cash
(the "Lee Engineering Acquisition"). On May 22, 2000, the Company changed the
name of Lee Engineering to Presto Lifts, Inc. The Lee Engineering Acquisition
has been accounted for using the purchase method of accounting, effective at the
date of the acquisition.

On November 10, 2000, the Company, through Blue Giant, acquired substantially
all of the assets and specific liabilities of Blue Giant Limited ("BG Limited")
and certain intellectual property of Blue Giant Corporation for $8,307 (the
"Blue Giant Acquisition"). The Blue Giant Acquisition was financed by (1) the
Company's issuance of 923,077 shares of common stock to existing shareholders at
$6.50 per share and (2) Blue Giant's obtaining a loan agreement with a bank
which advanced $5,190 at closing. Also at closing, Blue Giant paid down $2,694
of debt of BG Limited. The Blue Giant Acquisition has been accounted for using
the purchase method of accounting, effective at the date of acquisition.

Results for the three months ended April 1, 2000 include the operating results
of Long Reach for the period February 24, 2000 through April 1, 2000.

Set forth below is certain unaudited summary pro forma combined financial data
of the Company for the three months ended April 1, 2000, based upon historical
information that has been adjusted to reflect the Long Reach Merger, the Lee
Engineering Acquisition and the Blue Giant Acquisition as if such transactions
occurred at January 1, 2000. The unaudited summary pro forma combined

                                       9
<PAGE>   10
                       TBM HOLDINGS INC. AND SUBSIDIARIES
         NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
                 (In thousands, except share and per share data)

financial data is based upon certain assumptions and estimates, and therefore
does not purport to be indicative of the results that would have been obtained
had the transactions been completed as of such date or indicative of future
results of operations and financial position.

               Unaudited Summary Pro Forma Combined Financial Data

<TABLE>
<CAPTION>

                                        Three months ended
                                          April 1, 2000
                                          -------------
<S>                                     <C>
Net sales                                 $    19,162
Net loss                                  $    (1,022)
                                          ===========
Basic and diluted loss
    per share                             $     (0.23)
                                          ===========
Basic and diluted weighted average
    shares outstanding                      4,512,173
                                          ===========
</TABLE>


(3) INVENTORIES, NET

Inventory costs at March 31, 2001 and December 30, 2000 are summarized as
follows:

<TABLE>
<CAPTION>
                                March 31, 2001       December 30, 2000
                                --------------       -----------------
<S>                             <C>                 <C>
Raw materials                       $ 6,447            $ 5,878
Work in process                       1,667              1,512
Finished goods                        2,355              2,821
                                    -------            -------
       Total inventories            $10,469            $10,211
                                    =======            =======
</TABLE>

(4)  LONG-TERM DEBT AND REVOLVING CREDIT LOANS

Long-term debt at March 31, 2001 and December 30, 2000 is summarized as follows:

<TABLE>
<CAPTION>
                                                                                 March 31, 2001   December 30, 2000
                                                                                 --------------   -----------------
<S>                                                                              <C>              <C>
Note payable to bank, due in monthly installments of $50 or $60 beginning
   January 1, 2001, plus interest at the lender's prime rate plus 2.0%,
   with final payment due March 31, 2003                                             $ 2,320            $ 2,500
Note payable to bank, due in monthly installments
   of $6 beginning December 1, 2000, plus interest
   at the lender's prime rate plus 1.0%, with
   final payment due November 1, 2020                                                  1,353              1,442
Note payable to bank, due in monthly installments
   of $11 beginning December 1, 2000, plus interest at the lender's prime
   rate plus 1.0%, with final
   payment due May 1, 2004                                                               402                456
Notes payable to stockholders, interest at 0%
   through December 31, 2000, 10% beginning January 1, 2001 through
   February 23, 2004, and Senior Debt Rate plus 2% thereafter until
   maturity on February 23, 2005                                                       3,076              3,000
Long Reach credit agreement (see below)                                                6,912              7,247
Blue Giant credit agreement (see below)                                                3,511              4,057
                                                                                     -------            -------
   Total long-term debt                                                               17,574             18,702
Less current portion                                                                  11,309              4,983
                                                                                     -------            -------
   Long-term debt, excluding current portion                                         $ 6,265            $13,719
                                                                                     =======            =======
</TABLE>

The Long Reach credit agreement includes a revolving credit loan with a
commitment of $10,000, subject to borrowing base availability and other items
(the "Long Reach Credit Agreement"), and a term loan of $2,320.

Borrowings under the Long Reach Credit Agreement accrue interest at the bank's
prime rate (8.0% at March 31, 2001) plus 2%. Subject to borrowing base


                                       10
<PAGE>   11
                       TBM HOLDINGS INC. AND SUBSIDIARIES
         NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
                 (In thousands, except share and per share data)

limitations calculated on eligible inventory and accounts receivable, the
revolving credit loan is due and payable on March 31, 2002. Additionally, a
one-quarter percent fee per annum is paid to the bank for the unused portion of
the revolving loan commitment. A closing fee of $125 was payable to the bank at
the time of entering into the Long Reach Credit Agreement in connection with the
Long Reach Merger. At March 31, 2001, the borrowing base availability for the
revolving credit loan was determined to be $7,397, of which the Company had
utilized $6,912.

The Long Reach Credit Agreement also provides that the term loan be repaid in
principal installments of $60, payable on the first day of each month beginning
January 1, 2001, and continuing through and including December 1, 2001, and $50,
payable on the first day of each month beginning January 1, 2002, and continuing
through March 31, 2003. The Company is required to meet certain financial
covenants as defined in the Long Reach Credit Agreement. At December 30, 2000,
the Company was in default on two of its financial covenants under the Long
Reach Credit Agreement. On March 31, 2001, the bank issued an amendment to the
Long Reach Credit Agreement, which included a waiver that effectively cured
these defaults. In addition, the bank revised certain financial covenants,
amended the due date of the revolving credit loan to March 31, 2002 and amended
the rate at which interest accrues to the bank's prime rate plus 2%, effective
April 1, 2001. As a result of this amendment, the Company will be required to
refinance its Long Reach debt by March 31, 2002. There can be no assurance that
this refinancing can be accomplished.

The $3,076 notes payable to stockholders were recorded at a discount at
acquisition date and interest was imputed at 6% using the interest method to
reflect an effective interest rate over the life of the notes. On March 16, 2001
the annual rate of interest on the notes payable to stockholders increased from
6% to 10% effective January 1, 2001.

The notes payable to stockholders and the Long Reach term loan and revolving
credit loan are secured by liens on substantially all of the assets of Long
Reach and Presto Lifts. In addition, the Long Reach Credit Agreement contains
various restrictions, including restrictions relating to entering into certain
activities, payment of dividends, investments, capital leases and purchases and
sales of assets, and also requires compliance with certain financial ratios and
minimum levels of working capital.

The Blue Giant credit agreement includes a revolving credit loan with a
commitment of $4,670, subject to borrowing base availability and other items,
and term loans of $1,353 and $402, respectively (the "Blue Giant Credit
Agreement"). Borrowings under the Blue Giant Credit Agreement accrue interest at
the bank's prime rate (6.75% at March 31, 2001) plus 0.625% or 1.0% for the
revolving credit agreement and the term loans, respectively. Subject to
borrowing base limitations calculated on eligible inventory and accounts
receivable, the revolving credit loan is reviewed on an annual basis.
Additionally, a one-quarter percent fee per annum is paid to the bank for the
unused portion of the revolving loan commitment. In addition, the Blue Giant
Credit Agreement contains certain financial and operating covenants. At March
31, 2001, the borrowing base availability for the revolving credit loan was
determined to be $3,863, of which Blue Giant had utilized $3,511. At December
30, 2000, the Company was in default on one of its financial covenants under the
Blue Giant Credit Agreement. On March 23, 2001, the bank issued an amendment to
the Blue Giant Credit Agreement, which included a waiver that effectively cured
this default and amended certain debt covenants.

(5) ASSET IMPAIRMENT AND RESTRUCTURING CHARGES

On October 2, 2000, the Company announced plans to exit its Little Rock,
Arkansas facility. Available capacity at its other manufacturing facilities
eliminated the need for this location. Product line transfers began immediately


                                       11
<PAGE>   12
                       TBM HOLDINGS INC. AND SUBSIDIARIES
         NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
                 (In thousands, except share and per share data)

and were completed by December 30, 2000. The lessor was notified that the
Company elected to terminate its lease and exit the facility by March 13, 2001.
Certain equipment was disposed of through a February 2001 auction. This exit
plan resulted in the involuntary termination of substantially all of the 82
salaried and hourly employees at Little Rock.

Restructuring expenses of $746 were recorded in the fourth quarter of fiscal
2000. Involuntary termination benefits represented $639 of the total
restructuring charge. The remaining $107 represented costs incurred to manage
the closing process and prepare the facility for exit. As of March 31, 2001,
$707 (including $600 involuntary termination benefits) had been paid. The
remaining accrual at March 31, 2001 of $39 will be paid in the second quarter of
2001.

(6) SERIES B CUMULATIVE CONVERTIBLE PREFERRED STOCK

On March 16, 2001, the Company issued 944,508 shares (12% of the Company's fully
diluted capitalization) of 10% Series B Cumulative Convertible Preferred Stock
(the "Series B Preferred Stock"). Proceeds of approximately $2,875, net of
offering costs, are being used for working capital and other general corporate
purposes (the "Preferred Stock Investment"). The initial liquidation preference
is approximately $3.18 per share. The excess of the liquidation preference over
the carrying value is being accreted quarterly over a seven year period ending
March 1, 2008, by direct charge to accumulated deficit. Dividends on the Series
B Preferred Stock are cumulative, compounding quarterly at a rate of 10% per
annum. Accrued and unpaid dividends are payable in cash. All of the Series B
Preferred Stock shall be convertible at any time at the election of the holder
into a unit (a "Conversion Unit") consisting of (i) one share of 10% Series C
Cumulative Redeemable Preferred Stock (the "Series C Preferred Stock") and (ii)
that number of shares of common stock determined by dividing an amount equal to
approximately $3.18 by an amount equal to the adjusted conversion price. The
intrinsic value of the beneficial conversion feature of the Series B Preferred
Stock of $3,000 is being accreted quarterly over a seven year period ending
March 1, 2008, by a direct charge to accumulated deficit and a credit to
additional paid in capital. The intrinsic value of the beneficial conversion
feature accreted for the period ended March 31, 2001 amounted to $18.
Dividends on the Series C Preferred Stock are cumulative, compounding quarterly
at a rate of 10% per annum. Accrued and unpaid dividends are payable in cash.
The Series B Preferred Stock and Series C Preferred Stock are equal with
respect to dividend and liquidation rights and are senior to all other equity
securities. All of the Series C Preferred Stock shall be redeemed on the
earlier of (i) a qualified public offering, (ii) March 1, 2008 or (iii) a sale,
merger or other change of control event. As a result of the redemption feature,
the Series B Preferred Stock is excluded from permanent equity. The preceding
description of the Preferred Stock Investment, the Series B Preferred Stock and
the Series C Preferred Stock is a summary of certain of the provisions of, and
is qualified in its entirety by reference to, the Articles of Restatement of
Articles of Incorporation of TBM Holdings Inc., which has been filed as Exhibit
3.1 to this Quarterly Report on Form 10-QSB.

(7) EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share are computed by dividing net income (loss)
available to common stockholders by the weighted average number of shares
outstanding during the period. The accretion of the intrinsic value of the
beneficial conversion feature has increased the loss attributable to common
stockholders in the calculation of earnings (loss) per share. If applicable,
diluted income per share is determined on the assumption that outstanding
dilutive stock options and other common stock equivalents have been exercised
and the aggregate proceeds as defined were used to reacquire common stock using
the average price of such common stock for the period.

At March 31, 2001, 130,146 and 1,201,175 shares subject to stock options and
warrants, respectively, were not included in the calculation of diluted income
(loss) per share, because to do so would have been anti-dilutive. At March 31,
2001, 944,508 issued shares of Series B Preferred Stock were not included in the
calculation of diluted income (loss) per share, because to do so would have been
anti-dilutive.

(8) CONTINGENCIES AND COMMITMENTS

The Company is involved in claims and legal actions arising in the ordinary
course of business. In the opinion of management, the ultimate disposition of
these matters will not have a material adverse effect on the Company's
consolidated financial position and results of operations.

Blue Giant has been served with a statement of claim dated March 15, 2001, in an
action brought by Daniel G. Marshall Engineering Corporation ("DGM") pending

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in the Ontario Superior Court of Justice. The complaint alleges that DGM entered
into a contract with Blue Giant for professional engineering services in August
1995 and a collateral proposal to redesign certain lift trucks in August 1996.
The prior owner of Blue Giant's assets, and not Blue Giant, was the party to
these contracts. DGM claims that Blue Giant no longer has the authority to use
the designs created by DGM or the right to transfer the designs to Blue Giant's
parent company. DGM is claiming damages for breach of contract, breach of
confidential information and unjust enrichment in the aggregate amount of
$2,500, satisfaction of outstanding amounts due under the contracts of
approximately $10, or, in the alternative, an injunction against Blue Giant to
prevent it from using DGM's designs in the manufacture of forklifts. The Company
filed a Statement of Defence on May 11, 2001, denying all causes of action
claimed by DGM. The ultimate outcome of this matter cannot currently be
predicted.


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                                    SIGNATURE

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

                                 TBM HOLDINGS INC.


Date: May 17, 2001               By: /s/ Patrick H. Peyton
                                     ------------------------------------------
                                     Patrick H. Peyton, Chief Financial Officer
                                     and Vice President-Finance (Principal
                                     Financial Officer)




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