UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                   FORM 10-QSB

(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE
    ACT OF 1934

For the quarterly period ended        September  30, 2000
                                     ---------------------

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

For the transition period from            to
                               ----------    ------------

Commission File number      33-20344-LA
                       ----------------------

                             THIN FILM BATTERY, INC.
       ------------------------------------------------------------------
               (Exact name of registrant as specified in charter)

        Colorado                                                  84-1077242
--------------------------------                            --------------------
(State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization)                               Identification No.)

 14251  Chambers  Road , Tustin, CA                                  92780
------------------------------------                        --------------------
(Address of principal executive offices)                           (Zip Code)

                                  714-730-7900
                        ---------------------------------
               Registrant's telephone number, including area code

                            O. T. S. HOLDINGS, INC.
            -------------------------------------------------------
(Former  name,  former  address,  and former  fiscal year, if changed since last
report.)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required to file such reports), Yes [x ] No [ ] and (2) has been subject to such
filing requirements for the past 90 days. Yes [x ] No  [  ]


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the last practicable date

         Class                            Outstanding as of September  30, 2000
  ---------------------                  ---------------------------------------
  Common  Stock, $0.001                                  51,851,384





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                                                      INDEX

                                                                                                  Page
                                                                                                  Number
                                                                                                  ------
<S>                                                                                              <C>

PART I.
          ITEM 1.   Financial Statements (unaudited).................................................3

                    Consolidated Balance Sheets......................................................4
                       September 30, 2000 and December 31, 1999

                    Consolidated Statements of Operations
                       For  the three and nine  months  ended  September
                            30,  2000  and  1999 5 and the  period  from
                            November 17, 1998 to September 30, 2000

                    Consolidated Statements of Cash Flows
                        For the nine months ended September 30, 2000 and 1999........................6
                             and the period from November 17, 1998  to Sepember 30, 2000

                    Notes to Financial Statements....................................................7

          ITEM 2.   Plan of Operations..............................................................10

PART II


 .
                    Signatures......................................................................10

</TABLE>



<PAGE>




                         PART I - FINANCIAL INFORMATION

--------------------------------------------------------------------------------


                          ITEM 1. FINANCIAL STATEMENTS

--------------------------------------------------------------------------------



The  accompanying  consolidated  balance  sheets of Thin Film  Battery,  Inc.and
subsidiary (  development  stage  company) at September 30, 2000 and December 31
1999,  and the  consolidated  statements  of  operations  for the three and nine
months ended  September  30, 2000 and 1999 and the period from November 17, 1998
to September  30, 2000,  the  consolidated  statement of cash flows for the nine
months ended  September 30, 2000 and 1999, and the period from November 17, 1998
to September 30, 2000,  have been prepared by the Company's  management and they
do not include all information and notes to the financial  statements  necessary
for a complete  presentation of the financial  position,  results of operations,
cash flows,  and  stockholders'  equity in conformity  with  generally  accepted
accounting principles. In the opinion of management,  all adjustments considered
necessary for a fair  presentation  of the results of  operations  and financial
position have been included and all such  adjustments are of a normal  recurring
nature.

Operating  results for the quarter ended September 30, 2000, are not necessarily
indicative of the results that can be expected for the year ending  December 31,
2000.









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<CAPTION>



                        THIN FILM BATTERY, INC. AND SUBSIDIARY
                              CONSOLIDATED BALANCE SHEETS
                       September 30, 2000 and December 31, 1999

----------------------------------------------------------------------------------------


                                                                 Sept 30,      Dec 31,
                                                                  2000          1999
                                                                ---------    ---------
<S>                                                             <C>          <C>
ASSETS

CURRENT ASSETS

   Cash                                                         $  85,737    $    --
                                                                ---------    ---------

         Total Current Assets                                      85,737         --
                                                                ---------    ---------

EQUIPMENT - Net of accumulated depreciation                       279,930         --
                                                                ---------    ---------

OTHER ASSETS
    License agreement - net of amortization -  Note 3              63,583         --
    Security deposits                                               8,823         --
                                                                ---------    ---------
                                                                   72,406         --
                                                                ---------    ---------

                                                                $ 438,073    $    --
                                                                =========    =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
    Note payable - license agreement - Note 3                   $  30,000    $    --
   Note  and accrued interest payable - related party             609,434         --
   Accounts payable                                               153,166          950
                                                                ---------    ---------

       Total Current Liabilities                                  792,600          950
                                                                ---------    ---------

STOCKHOLDERS' EQUITY
    Preferred stock
      10,000,000 shares authorized at $0.10 par value;
      none issued and outstanding                                    --           --
   Common stock
       100,000,000 shares authorized at $.001 par value;
        51,851,384 issued and outstanding                          51,851       51,851
   Capital in excess of par value - Note 4                        (32,801)     (52,801)
    Accumulated deficit - Note 4                                 (373,577)        --
                                                                ---------    ---------

       Total Stockholders' Deficiency                            (354,527)        (950)
                                                                ---------    ---------

                                                                $ 438,073    $    --
                                                                =========    =========


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

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<CAPTION>



                                 THIN FILM BATTERY, INC. AND SUBSIDIARY
                                  CONSOLIDATED STATEMENTS OF OPERATIONS
                            For the Three and Nine Months Ended September 30,
                             2000 and 1999 and the Period November 17, 1998
                     (date of inception of development stage) to September 30, 2000
---------------------------------------------------------------------------------------------------------------



                                              Three Months                  Nine Months
                                       ----------------------------   ------------------------      Period
                                        Sept 30,         Sept 30,       Sept 30,     Sept 30,    Nov 17, 1998
                                          2000            1999           2000          1999     to Sept 30, 2000
                                       ------------    ------------   ------------   ---------   ------------

<S>                                    <C>             <C>            <C>           <C>          <C>
REVENUES                               $        -      $       -      $       -     $       -    $       -
                                       ------------    ------------   ------------   ---------   ------------

EXPENSES

     Administrative                         257,623             -          346,766         -          346,766
     Interest                                12,393             -           18,477         -           18,477
     Depreciation and amortization            5,668             -            8,334         -            8,334
                                       ------------    ------------   ------------   ---------   ------------
                                            275,684             -          373,577         -          373,577
                                       ------------    ------------   ------------   ---------   ------------

NET LOSS                               $   (275,684)    $       -     $   (373,577) $      -     $   (373,577)
                                       ============    ============   ============   =========   ============



NET PROFIT (LOSS) PER COMMON
   SHARE

        Basic                          $       -                      $       -
                                       ------------                   ------------

AVERAGE OUTSTANDING
   SHARES

        Basic                            51,851,384                     51,851,384
                                       ------------                   ------------

</TABLE>







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


<PAGE>

<TABLE>
<CAPTION>


                        THIN FILM BATTERY, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                       For the Nine Months Ended September 30,
                        2000 and 1999 and the Period November
                 17, 1998 (date of inception ) to September 30, 2000

----------------------------------------------------------------------------------------------


                                                       Sept 30,    Sept 30,     Nov 17, 1998
                                                        2000        1999      to Sept  30, 2000
                                                      ---------   ---------   ----------------
<S>                                                  <C>         <C>           <C>

CASH FLOWS FROM
   OPERATING ACTIVITIES

   Net profit (loss)                                 $(373,577)  $      -      $(373,577)

   Adjustments to reconcile net loss to
       net cash provided by operating
       activities

         Depreciation and amortization                  18,477          -         18,477
         Changes in accounts payable                   160,550          -        160,550


         Net Cash From (Used) in Operations           (194,550)         -       (194,550)
                                                     ---------    ---------    ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES

         Security deposits                              (8,823)         -         (8,823)
          Purchase of equipment                       (291,990)         -       (291,990)
                                                      ---------    ---------    ---------
                                                      (300,813)         -       (300,813)
                                                      ---------    ---------    ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES

         Payment on note payable - license             (20,000)         -        (20,000)
          Proceeds of note payable - related party     601,100          -        601,100
                                                      ---------    ---------    ---------
                                                       581,100          -        581,100
                                                      ---------    ---------    ---------

   Net Increase in Cash                                 85,737          -         85,737

   Cash at Beginning of Period                             -            -            -
                                                      ---------    ---------    ---------

   Cash at End of Period                             $  85,737   $      -      $  85,737
                                                     ==========    =========    =========


</TABLE>




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


<PAGE>



                     THIN FILM BATTERY, INC. AND SUBSIDIARY
                          NOTES TO FINANCIAL STATEMENTS

--------------------------------------------------------------------------------


1.     ORGANIZATION

The Company was  incorporated  on August 15, 1986 under the laws of the state of
Colorado, with the name "Vates Corp." with authorized common stock of 100,00,000
shares with no par value and  authorized  preferred  stock of 10,000,000  shares
with a par value of $0.10.  On March 6, 2000 the par value of the common capital
stock was  changed  to $.001.  On  January  4,  1988,  the name was  changed  to
"Graystone Ventures,  Inc.", and on December 18, 1989 to "American Jet Holdings,
Inc." On June 6, 1991,  the name was  changed to "O.T.S.  Holdings , Inc" and on
April 14, 2000 the name was changed to "Thin Film  Battery,  Inc." in connection
with the acquisition of a company with the same name. See note 4

On March 6, 2000 the  Company  completed  a reverse  common  stock  split of 100
shares of outstanding stock for one share and on April 14, 2000 a forward common
stock split of three shares for one share of outstanding stock.

This report has been prepared  showing after stock split shares with a par value
of $.001 from inception.

After 1995 the Company ceased all  operations,  lost its remaining  assets,  and
became inactive until the acquisition shown in note 4.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods
------------------

The  Company  recognizes  income and  expenses  based on the  accrual  method of
accounting.

Dividend Policy
---------------

The Company has not yet adopted a policy regarding payment of dividends.

Income Taxes
------------

On June 30,  2000,  the  Company  had a net  operating  loss  carry  forward  of
$5,722,527. The tax benefit from the loss carry forward has been fully offset by
a  valuation  reserve  because the use any of the future tax benefit is doubtful
since the Company has no operations  and there has been a substantial  change in
its  stockholders.  The loss  carryover  expires in the years from 2001  through
2021.

On June 30,  2000 the  subsidiary  had a net  operating  loss  carry  forward of
$373,577. The tax benefit from the loss carry forward has been fully offset by a
valuation  reserve  because the use of the future tax benefit is doubtful  since
the  subsidiary  has no  operations.  The loss carryover will expire in the year
2021.

Financial Instruments
---------------------

The carrying amounts of financial  instruments,  including cash, equipment,  the
license  agreement,  and the  accounts  and notes  payable,  are  considered  by
management to be their estimated fair values.




<PAGE>



                     THIN FILM BATTERY, INC. AND SUBSIDIARY
                    NOTES TO FINANCIAL STATEMENTS - continued

--------------------------------------------------------------------------------


Estimates and Assumptions
-------------------------

Management uses estimates and assumptions in preparing  financial  statements in
accordance with generally accepted  accounting  principles.  Those estimates and
assumptions  affect the  reported  amounts of the  assets and  liabilities,  the
disclosure of contingent  assets and liabilities,  and the reported revenues and
expenses.  Actual  results  could vary from the  estimates  that were assumed in
preparing the financial statements.

Basic and Diluted Net Income (Loss) Per Share
---------------------------------------------

Basic net income  (loss) per share  amounts are  computed  based on the weighted
average  number of shares  actually  outstanding.  Diluted net income (loss) per
share amounts are computed  using the weighted  average  number of common shares
and common  equivalent  shares  outstanding  as if shares had been issued on the
exercise of the preferred share rights unless the exercise becomes  antidilutive
and then only the basic per share amounts are shown in the report.

Principals of Consolidation
---------------------------

The  consolidated  financial  statements  shown  in  this  report  excludes  the
historical  operating  information of the parent,  the former OTS Holdings Inc.,
prior to March 31, 2000 and includes the historical  financial statements of the
subsidiary,  Thin Film Battery,  Inc. All  intercompany  transactions  have been
eliminated

Comprehensive Income
--------------------

The Company  adopted  Statement of Financial  Accounting  Standards No. 130. The
adoption of this standard had no
impact on the total stockholder's equity.

Recent Accounting Pronouncements
--------------------------------

The  Company  does not  expect  that the  adoption  of other  recent  accounting
pronouncements will have a material impact on its financial statements.

3.   LICENSE AGREEMENT

On  November 1, 1999 the  subsidiary,  Thin Film  Battery,  Inc.,  acquired  the
license to manufacture  and market a product known as thin film  batteries.  The
terms  of the  license  purchase  was  $70,000  of  which  $20,000  was  paid on
completion of the contract and $20,000 was paid on June 1, 2000.  The balance of
$30,000 is due on December 1, 2000, without interest.  Royalties will be payable
at the rate of 4% to 5% on sales.

The license is being amortized to expense over ten years.








<PAGE>



                     THIN FILM BATTERY, INC. AND SUBSIDIARY
                    NOTES TO FINANCIAL STATEMENTS - continued

--------------------------------------------------------------------------------

On April 6, 2000 the Company  completed an Agreement and Plan of  Reorganization
between the Company and Thin Film Battery,  Inc., which provided for a stock for
stock  exchange,  in which the former  stockholders  of Thin Film  Battery  Inc.
received  46,020,000  post split  shares of the Company  amounting to 99% of the
outstanding stock of the Company.

Following  the  acquisition  the name of the parent  "OTS  Holdings  Inc.",  was
changed to "Thin Film Battery,  Inc.". For reporting  purposes,  the acquisition
was  treated  as an  acquisition  of the  Company by the  subsidiary,  Thin Film
Battery Inc. (a reverse  acquisition) and a recapitalization  of the subsidiary.
The  historical  operating  statements  prior to March 31, 2000 are those of the
subsidiary. Good will was not recognized from the acquisition.

These  financial  statements  have been prepared as if the  acquisition had been
completed  on December  31, 1999  including  the issuance of the common stock in
connection  with the  acquisition  and therefore the December 31, 1999 financial
statements have been restated.

Thin Film  Battery,  Inc.(subsidiary)  was  organized  in the state of Nevada on
November 17, 1998,  for the purpose of  manufacturing  and marketing a thin film
battery under a license agreement outlined in note 3.

5.  RELATED PARTY TRANSACTIONS

Related  parties  have  acquired  99% of the common  stock issued by the Company
after the acquisition shown in note 4.

6.  CONTINGENT LIABILITIES

During June 2000 the Company canceled 128,326 shares of its preferred stock, and
its accrued  interest  payable,  and  returned  the assets  originally  received
because of misrepresentation.

The Company wrote off $89,017 of its debt because management  considers it to be
beyond the statute of limitations and legally uncollectible.

There could be claims  against the Company  resulting  from the above actions by
the Company.








<PAGE>



--------------------------------------------------------------------------------

                           ITEM 2. PLAN OF OPERATIONS

--------------------------------------------------------------------------------


Thin Film  Battery,  Inc.(subsidiary)  was  organized  in the state of Nevada on
November 17, 1998,  for the purpose of  manufacturing  and marketing a thin film
battery  under  a  license  agreement  outlined  in  note  3  of  the  financial
statements.  The parent  company has no  operations  and therefore the following
comments outline the activity of the subsidiary.

Results of Operations
---------------------

During the second quarter ended September 30, 2000, the Company  restructured to
meet the business and marketing  requirements  of its business plan  objectives.
The Company  focused on  organizing,  staffing,  and  equipping its research and
development  center  and  establishing   marketing  and  administrative  support
functions. No revenue was generated during this period.

The Company established a research and development center in Atlanta Georgia and
the expenses paid for this quarter were  primarily  for salaries and  recruiting
fees in connection with that activity.


Liquidity and Capital Resources
-------------------------------

The Company will need additional working capital to be successful in its planned
activity  and plans to  increase  its cash  resources  through a future  private
placement of stock. However,  there can be no assurance that the Company will be
successful in this effort.

--------------------------------------------------------------------------------


                                   SIGNATURES

--------------------------------------------------------------------------------


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned there unto duly authorized.


                                                Thin   Film  Battery, Inc.
                                                [Registrant]


                                                /s/ Robert Pasquay
                                                -------------------------------
November 13, 2000