<PAGE>   1

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

                                   FORM 10-QSB


      (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
                                      INDEX

                                TBM HOLDINGS INC.


Part I:  Financial Information

      Item 1. Financial Statements

      Condensed Consolidated Unaudited Balance Sheets
      at March 31, 2001 and December 30, 2000 (audited)......................3

      Condensed Consolidated Unaudited Statements of Operations
      for the three months ended March 31, 2001 and April 1, 2000............4

      Condensed Consolidated Unaudited Statements of
      Stockholders' Equity and Comprehensive Loss............................5

      Condensed Consolidated Unaudited Statements of Cash Flows
      for the three months ended March 31, 2001 and April 1, 2000............6

      Notes to Condensed Consolidated Unaudited Financial Statements.........7

      Item 2.  Management's Discussion and Analysis of Financial
      Condition and Results of Operations...................................14

Part II: Other Information

      Item 1.  Legal Proceedings............................................19

      Item 2.  Changes in Securities........................................19

      Item 4.  Submission of Matters to a Vote of Security Holders..........20

      Item 6.  Exhibits and Reports on Form 8-K ............................20

Signature...................................................................22


                                       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                                                45,262           42,262
     Accumulated other comprehensive loss - foreign currency
        translation adjustments                                                  (132)            (100)
     Accumulated deficit                                                      (26,640)         (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                                          3,012                  --
                                                    -----------         -----------
       Net income (loss) available to common
         stockholders                               $    (5,189)        $         8
                                                    ===========         ===========
Income (loss) per share:
       Basic                                        $     (0.93)        $      0.00
                                                    ===========         ===========
       Diluted                                      $     (0.93)        $      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     --          --       3,000
     Convertible preferred stock dividends                --          --          --
                                                    --------    --------    --------
Balances, March 31, 2001                               5,595    $      6    $ 45,262
                                                    ========    ========    ========
</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     --         (3,000)            --
     Convertible preferred stock dividends                --            (12)           (12)
                                                    --------       --------       --------
Balances, March 31, 2001                            $   (132)      $(26,640)      $ 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 was credited to additional paid-in capital and charged to
accumulated deficit during the period ended March 31, 2001. 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 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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<PAGE>   13
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.


                                       13
<PAGE>   14
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS.

      The following discussion is intended to assist in the understanding of the
Company's financial position and results of operations for the three month
periods ended March 31, 2001 and April 1, 2000. This discussion should be read
in conjunction with consolidated financial statements and notes thereto included
elsewhere herein and the Company's Annual Report on Form 10-KSB, as amended by
Form 10-KSB/A, for the fiscal year ended December 30, 2000.

      The dollar amounts reported in this Part I, Item 2, are reported in
thousands.

Results Of Operations

      Operating results through February 23, 2000, the date of the acquisition
of Long Reach, reflect interest income generated through the investment of the
proceeds of a private placement of restricted shares of the Company's Common
Stock (the "1999 Private Placement") in short-term government securities.
Operating expenses during such period were costs associated with search
activities required to identify a manufacturing company acquisition, maintaining
a business office and complying with the Company's reporting obligations as a
public company.

      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,
consolidated with the expenses incurred by the Company associated with
maintaining a business office and complying with its reporting obligations as a
public company.

      The Company generated net sales of $15,110 and a net loss of $2,177 for
the three months ended March 31, 2001, compared with net sales of $3,655 and net
income of $8 for the comparable period in 2000. For the three months ended March
31, 2001, gross profit represented 15.4% of net sales, and selling, general and
administrative expenses represented 27.5% of net sales. For the three months
ended April 1, 2000, gross profit represented 28.7% of net sales, and selling,
general and administrative expenses represented 28.8% of net sales.

      During the three months ended March 31, 2001, the increase in net sales,
cost of sales and selling, general and administrative expenses over the
corresponding period of the prior year is the result of the Company's
acquisition of Long Reach on February 23, 2000 (whose results were included for
the entire three-month period), the Company's acquisition of Presto Lifts on May
16, 2000 and its acquisition of Blue Giant on November 10, 2000. The decline in
gross profit % is attributable to lower than expected net sales in the first
quarter 2001. The gross profit % recorded for the three months ended April 1,
2000, was higher than normal as the Company experienced a higher than normal net
sales volume with a favorable product mix over a relatively short period
(February 24, 2000 through April 1, 2000).

                                       14
<PAGE>   15
      Interest expense for the three months ended March 31, 2001 was $441
compared to $99 for the three months ended April 1, 2000. The increase is due to
additional borrowing incurred as a result of the Long Reach, Presto Lifts and
Blue Giant acquisitions. Other income, net was $157 for the three months ended
March 31, 2001, as compared to $132 for the three months ended April 1, 2000.
Other income for the three months ended March 31, 2001 results substantially
from foreign exchange gains recognized by Blue Giant while other income for the
three months ended April 1, 2000 results from investment of excess cash on hand.

      During the first quarter of 2001, the Company experienced incoming new
order bookings rates that were lower than expected. Bookings are lower than
expectation by 7% to 16% in each of the Company's operating subsidiaries. The
Company believes that the lower-than-expected bookings are a result of both
uncertainty in the overall business economy and the resulting reduction in
capital spending for machinery and equipment by manufacturing and distribution
companies and the fact that it has taken Long Reach longer than the Company
expected to restore customer confidence in its manufacturing capabilities. If
booking rates remain lower than expected during the remainder of 2001, the
Company anticipates that this could have an adverse effect on its operating
results and financial performance. Such effect could affect carrying values of
certain assets such as goodwill.

Liquidity and Capital Resources

      Net cash used in operating activities was $845 for the three months ended
March 31, 2001, compared with $1,937 for the three months ended April 1, 2000.
The net loss for the three months ended March 31, 2001 of $2,177 ($1,680 net of
non-cash expenses) was partially offset by a reduction in working capital
components for such period of $835. During the three months ended April 1, 2000,
the Company's working capital components increased by $2,048 substantially due
to a $1,111 reduction in payables as the Company brought suppliers current and a
$553 increase in receivables resulting from increased sales in March 2000.

      Net cash used in investing activities was $57 for the three months ended
March 31, 2001, compared with $7,410 for the three months ended April 1, 2000.
This reflects primarily the acquisition of Long Reach on February 23, 2000.

      Net cash provided by financing activities was $1,795 for the three months
ended March 31, 2001, as compared to $9,814 for the three months ended April 1,
2000. Net cash provided by financing activities for the three months ended March
31, 2001 reflects primarily the issuance of 10% Series B Cumulative Convertible
Preferred Stock of $2,875 offset by a net decrease in the Company's borrowings
of $843 and a $237 reduction in the bank overdraft payable during the period.
Net cash provided by financing activities for the three months ended April 1,
2000 reflects the issuance of Common Stock of $8,000, in connection with the
1999 Private Placement and an increase in borrowings of $1,998 to fund changes
in working capital during the period, after giving effect to the change in bank
overdraft payable for the period.


                                       15
<PAGE>   16
      At March 31, 2001, the Company owed $10,423 under its revolving credit
facilities. Long-term debt outstanding at March 31, 2001 consisted of $4,075
notes payable to banks and $3,076 of notes payable to stockholders.

      Cash received from the issuance of Common Stock was $0 and $8,000 for the
three months ended March 31, 2001 and April 1, 2000, respectively. Issuance of
Common Stock for the three months ended April 1, 2000 reflects the Company's
private placement of 916,667 shares of its Common Stock at $6.00 per share and
the exercise of a first call option pursuant to which a stockholder purchased
500,000 shares of Common Stock at an exercise price of $5.00 per share, each on
February 23, 2000. In the three months ended April 1, 2000, the Company also
issued 500,000 shares of its Common Stock, valued at $6.00 per share, in
connection with its acquisition of Long Reach on February 23, 2000.

      Cash received from the issuance of Preferred Stock was $2,875, net of
offering costs, for the three months ended March 31, 2001. As a result of losses
incurred in the year ended December 30, 2000, it was necessary for the Company
to raise additional funds for working capital and general business purposes of
the Company and its subsidiaries during the first quarter of 2001. Issuance of
Preferred Stock for the three months ended March 31, 2001 reflects the Company's
private placement of 944,508 shares of its 10% Series B Cumulative Convertible
Preferred Stock on March 16, 2001.

      Capital expenditures for property, plant and equipment, net, totaled $186
for the three months ended March 31, 2001. Total capital expenditures are
currently expected to aggregate $917 for fiscal 2001.

      In connection with its acquisition of Long Reach, the Company assumed (and
subsequently refinanced) Long Reach's indebtedness to its lender in the amount
of $10,921. Long Reach's credit agreement, which includes a revolving credit
loan and a term loan, imposes financial and operating covenants on Long Reach.
Except as specifically permitted under the terms of the credit agreement, Long
Reach is prohibited from borrowing money, guaranteeing loans or permitting liens
to be placed on its assets. Long Reach is restricted in its ability to enter
into certain types of transactions, such as mergers, may not sell a substantial
portion of its assets and, unless specifically permitted by the credit
agreement, may not acquire substantially all of the assets of another party.
Long Reach is prohibited from declaring cash dividends (other than to the
Company in an amount equal to its income tax liability) and, in addition, the
credit agreement requires Long Reach to maintain certain financial ratios,
including a leverage ratio and a minimum fixed charge coverage ratio. Also, Long
Reach must maintain a minimum level of net worth and is limited in the amount of
net losses it can sustain during specified periods.

      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, revised certain financial covenants and
effective April 1, 2001, increased the rate at which interest accrues to the
bank's prime rate plus 2%. A copy of this amendment has been filed as Exhibit
10.1 to this Quarterly Report on Form 10-QSB. As part of this amendment, the due
date of the revolving loan was advanced from March 31, 2003 to March 31, 2002.
As a result of this amendment, the

                                       16
<PAGE>   17
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.

      In connection with its acquisition of Blue Giant, the Company assumed and
incurred approximately $5,000 of debt secured by Blue Giant's inventory and
assets. The terms of Blue Giant's debt impose financial and operating covenants
on Blue Giant, including a ratio of total debt to net worth, a ratio of senior
debt to earnings, and limiting capital expenditures and corporate distributions.
At December 30, 2000, the Company was in default on one of the financial
covenants under the Blue Giant credit agreement. The Blue Giant credit agreement
has been amended to revise this financial covenant and waive this default. In
addition, the Company has agreed to guarantee a maximum of $1,000,000 (Canadian)
of the obligations of Blue Giant under the Blue Giant credit agreement. A copy
of the documentation amending the Blue Giant credit agreement and a copy of the
Company's guarantee have been filed as Exhibits 10.2 and 10.3 to this Quarterly
Report on Form 10-QSB.

      The Company believes that the combination of its existing working capital,
current cash balances and available borrowing under existing lines of credit
will be adequate to meet its anticipated capital and liquidity requirements with
respect to the operations of the Company for fiscal year 2001. See however
"Forward-Looking Statements" below.

Quantitative And Qualitative Disclosures

      Market Risk. The Company is exposed to market risks. Market risk is the
potential loss arising from adverse changes in market prices and rates. The
Company does not enter into derivative instruments. The Company's market risks
could arise from changes in interest rates and foreign currency exchange rates.

      Interest rate risk. The Company is subject to market risk exposure related
to changes in interest rates. Accordingly, the Company's net income is affected
by changes in interest rates. Assuming the Company's current level of
borrowings, a 100 basis point increase in interest rates under these borrowings
would increase the Company's net loss for the three months ended March 31, 2001
by approximately $36. In the event of an adverse change in interest rates, the
Company could take action to mitigate its exposure; however, due to the
uncertainty of the actions that would be taken and their possible effects, this
analysis assumes no such actions. Furthermore, this analysis does not consider
the effects of the change in the level of overall economic activity that could
exist in such an environment.

      Foreign exchange currency risk. The Company's earnings are affected by
foreign exchange rate fluctuations. As of March 31, 2001, the Company had
foreign operations in Australia and Canada. The translation adjustment during
the three months ended March 31, 2001 was a loss of $32, which was recognized in
accumulated other comprehensive loss in the consolidated balance sheet included
herein.

Recent Accounting Pronouncements

      Statement of Financial Accounting Standards No. 133. Accounting for
Derivative Instruments and Hedging Activities ("SFAS 133"), as amended by SFAS
No. 137 and SFAS No. 138, was issued by the Financial Accounting Standards Board
in June 1998. SFAS 133 standardizes the accounting for derivative instruments,
including certain derivative instruments

                                       17
<PAGE>   18
embedded in other contracts. Under the standard, entities are required to carry
all derivative instruments in the statement of financial position at fair value.
The Company has adopted SFAS 133 as of January 1, 2001. The adoption of SFAS 133
did not have any and is not expected to have any effect on the Company's
financial condition or results of operations because the Company historically
has not entered into derivative instruments nor does the Company use or intend
to use derivative financial instruments or derivative commodity instruments.

      In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101, Revenue Recognition in Financial
Statements ("SAB No. 101"). SAB No. 101 summarizes the SEC staff's views in
applying generally accepted accounting principles to selected revenue
recognition issues.  The Company has adopted SAB No. 101 effective January 2,
2000, which has not had a material impact on the Company's consolidated
financial position or results of operation.

FORWARD-LOOKING STATEMENTS

      Statements contained in this Form 10-QSB that are not purely historical
are forward-looking statements and are being provided in reliance upon the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements may be identified, without limitation, by use of the
words "expects," "anticipates," "believes," "estimates," "intends" and similar
expressions. All forward-looking statements are made as of the date hereof and
are based on current management expectations and information available to the
Company as of such date. The Company assumes no obligation to update any
forward-looking statement. It is important to note that actual results could
differ materially from historical results or those contemplated in the
forward-looking statements. Forward-looking statements involve a number of risks
and uncertainties and may include trend information. Readers are cautioned not
to place undue reliance on any such forward-looking statements.


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<PAGE>   19
PART II: OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

         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 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
$2,500,000 satisfaction of outstanding amounts due under the contracts of
approximately $10,000 or, in the alternative, an injunction against Blue Giant
to prevent it from using DGM's designs in the manufacture of forklifts. On May
11, 2001, the Company filed a Statement of Defence denying all causes of action
claimed by DGM. The ultimate outcome of this matter cannot currently be
predicted.

ITEM 2.  CHANGES IN SECURITIES.

         On March 16, 2001, the Company completed a private placement of its 10%
Series B Cumulative Convertible Preferred Stock, $.001 par value per share (the
"Series B Preferred Stock"), pursuant to which it issued and sold an aggregate
of 944,508 restricted shares to existing shareholders of the Company and a
related entity, at a purchase price of approximately $3.18 per share, for
aggregate proceeds to the Company of $3,000,000. J. H. Whitney III, L.P.
purchased 276,685 shares, J. H. Whitney IV, L.P. purchased 188,902 shares,
Whitney Strategic Partners III, L.P. purchased 6,667 shares, LEG Partners
Debenture SBIC, L.P. purchased 314,836 shares and LEG Partners III SBIC, L.P.
purchased 157,418 shares.

         Each share of Series B Preferred Stock is convertible into a Conversion
Unit which is initially comprised of one share of the Company's Common Stock and
one share of 10% Series C Cumulative Redeemable Preferred Stock, $.001 par value
per share (the "Series C Preferred Stock"). The number of shares of Common Stock
into which each share of Series B Preferred Stock is convertible is subject to
adjustment pursuant to antidilution provisions contained in the Articles of
Restatement of Articles of Incorporation of TBM Holdings Inc., filed on April
13, 2001, with the Secretary of State of Florida (the "Restated Articles of
Incorporation"). Subject to certain exceptions, the antidilution rights provide
generally that the number of shares of Common Stock included within the
Conversion Unit into which the Series B Preferred Stock converts will be
increased if the Company (i) declares a dividend on its Common Stock payable in
shares of the Company's capital stock, subdivides its outstanding Common Stock,
combines its outstanding Common Stock into a smaller number of shares or issues
shares of the Company's capital stock in a reclassification of Common Stock, or
(ii) issues any shares, or rights to purchase shares, of its Common Stock for a
per share price lower than the then current

                                       19
<PAGE>   20
conversion price for the Series B Preferred Stock (which initially is
approximately $3.18) or the then current market price of the Company's Common
Stock, as determined in accordance with the Restated Articles of Incorporation.
The preceding description is qualified in its entirety by reference to the
Restated Articles of Incorporation, which have been filed as Exhibit 3.1 to this
Quarterly Report on Form 10-QSB.

         The shares described above were issued or sold in reliance on the
exemption provided by Section 4(2) of the Securities Act of 1933. There were no
underwriters involved in this transaction.

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

         By written consent of shareholders, dated April 4, 2001, holders of
4,556,177 shares, constituting a majority of the outstanding shares, of Common
Stock and Series B Preferred Stock, acting as a single voting group, consented
to the amendment of the Company's Articles of Incorporation to, among other
things, (a) clarify and confirm the current authorized capitalization of the
Company and, with respect thereto, (i) the authority of the Board of Directors
of the Company to determine the preferences, limitations and relative rights of
classes and series of the Company's preferred stock and (ii) the preferences,
limitations and relative rights of the two remaining authorized series of
preferred stock of the Company, the Series B Preferred Stock and the Series C
Preferred Stock; and (b) delete certain provisions no longer required by Florida
law or which by their terms are no longer relevant. Such written consent also
authorized and approved Restated Articles of Incorporation, in the form attached
to such consent, incorporating such amendments, and authorized the filing of the
Restated Articles of Incorporation with the Secretary of the State of Florida.
The preceding description is qualified in its entirety by reference to the
Restated Articles of Incorporation, which have been filed as Exhibit 3.1 to this
Quarterly Report on Form 10-QSB.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

      (a) EXHIBITS


      Exhibit No.                          Description

         3.1      Articles of Restatement of Articles of Incorporation of TBM
                  Holdings Inc.

         10.1     Amendment Three to Loan and Security Agreement, dated as of
                  March 31, 2001, between Long Reach Holdings, Inc. and Bank
                  One, NA, f/k/a Bank One, Texas, National Association

         10.2     Offer to Finance, dated October 26, 2000, by National Bank of
                  Canada, as amended by Revised Offer to Finance, dated February
                  19,

                                      20
<PAGE>   21
                  2001, as further amended by Revised Offer to Finance, dated
                  March 23, 2001

         10.3     Letter of Guarantee, dated as of April 18, 2001, of TBM
                  Holdings Inc. in favor of National Bank of Canada


      (b) REPORTS ON FORM 8-K

         During the three months ended March 31, 2001, the Company filed one
         Current Report on Form 8-K/A (Amendment No. 1) described below.
         Reference is made to such amendment to Current Report for a complete
         description of the disclosures contained therein.

         Current Report on Form 8-K/A (Amendment No. 1) dated November 10, 2000,
         filed with the Commission on January 24, 2001, containing disclosure
         under Item 7. Such Current Report on Form 8-K/A (Amendment No. 1)
         included the financial statements of the business acquired and pro
         forma financial information required by Items 310(c) and 310(d) of
         Regulation S-B under Item 7 of Form 8-K.


                                      21
<PAGE>   22
                                    SIGNATURE

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

                                    TBM HOLDINGS INC.


Date: May 15, 2001                   By: /s/ Patrick H. Peyton
                                        ---------------------------------
                                     Patrick H. Peyton, Chief Financial Officer
                                     and Vice President-Finance (Principal
                                     Financial Officer)

                                      22