================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                               TS&B HOLDINGS, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Utah                                           75-2337459
 -------------------------------                        -------------------
 (State or other jurisdiction of                         (I.R.S. Employer
  incorporation or organization)                        Identification No.)


5703 Red Bug Lake Road, #226, Winter Springs, Florida         32708
-----------------------------------------------------        -------
      (Address of principal executive offices)              (Zip Code)


                                 (407) 992-6573
                           ---------------------------
                           (Issuer's telephone number)


               CONSULTING SERVICES CONTRACT WITH TIMOTHY C. ELLIS
                              (Full Title of Plan)

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

                                ROY Y. SALISBURY
                             Chief Executive Officer
           5703 Red Bug Lake Road, #226, Winter Springs, Florida 32708
                     (Name and Address of agent for service)

                                 (407) 992-6573
          -------------------------------------------------------------
          (Telephone Number, including area code, of agent for service)


================================================================================

<PAGE>


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------

                                            PROPOSED                PROPOSED
                                            MAXIMUM                 MAXIMUM
                                            OFFERING                AGGREGATE             AMOUNT OF
TITLE OF SECURITIES    AMOUNT TO BE         PRICE                   OFFERING              REGISTRATION
TO BE REGISTERED       REGISTERED (1)       PER UNIT                PRICE                 FEE (2)
===================================================================================================================
<S>                   <C>                    <C>                    <C>                   <C>
Common Stock,         166,000 shares         $0.80                  $132,800              $55.00
par value
$0.001 per share
===================================================================================================================
</TABLE>

(1) This Registration Statement relates to 166,000 shares of the Registrant's
Common Stock, par value $.001 per share, to be issued upon conversion of certain
warrants granted pursuant to the terms of the Consulting Services Contract with
Timothy C. Ellis.
(2) Pursuant to Rule 457 of the Securities Act of 1933 (the "Securities Act"),
the registration fee is calculated on the basis of the average of the bid and
ask prices for the Common Stock as quoted on the Over-the-Counter Bulletin Board
on November 27, 2001, $0.80.



<PAGE>

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The following documents listed under this Part I and the documents incorporated
by reference under Item 3 of Part II to this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act, and are incorporated herein by reference.

ITEM 1. PLAN INFORMATION

The information required to be provided pursuant to this Item to the individual
participant, Timothy C. Ellis, is set forth in the consulting services contract
with Timothy C. Ellis, dated November 26, 2001 (the "Consulting Services
Contract"). See Exhibit 4.1.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION Written

statement required to be provided to participants pursuant to this Item 2:

We will provide without charge to each participant in the Consulting Services
Contracts, upon written or oral request of such person, a copy (without
exhibits, unless such exhibits are specifically incorporated by reference) of
any or all of the documents incorporated by reference pursuant to this
Registration Statement. Requests may be forwarded to TS&B Holdings, Inc., Roy Y.
Salisbury, CEO, 5703 Red Bug Lake Road, #226, Winter Springs, Florida, 32708,
Phone: 407-992-6573.

<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The contents of the following documents filed by TS&B HOLDINGS, INC., formerly
Ammonia Hold, Inc., a Utah corporation ("TSBB" or the "Registrant"), with the
Securities and Exchange Commission (the "Commission") are hereby incorporated
into this registration statement ("Registration Statement") by reference:

(i)   Registrant's Registration Statement on Form SB-2 filed pursuant to the
Securities Exchange Act of 1934, as amended ("Exchange Act"), dated June 24,
1997; and

(ii)  Registrant's annual reports on Form 10-KSB for the fiscal years ended June
30, 2001 and June 30, 2000

(iii) Registrant's quarterly reports on Form 10-QSB for the quarters ended
September 30, 2001, March 31, 2001, December 31, 2000, September 30, 2000, March
31, 2000 and December 31, 1999.

(iv)  Registrant's current reports on Form 8-K filed November 2, 1999, July 6,
2001 and October 26, 2001.

All documents filed by us with the Commission pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, subsequent to the filing date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered have
been sold or which registers all securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing such documents. We will provide without
charge to each participant in the written compensation contracts, upon written
or oral request of such person, a copy (without exhibits, unless such exhibits
are specifically incorporated by reference) of any or all of the documents
incorporated by reference pursuant to this Item 3.

<PAGE>

ITEM 4. DESCRIPTION OF SECURITIES

Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

The validity of the authorization and issuance of the Common Stock will be
passed upon by Thomas Sawyer, Attorney, 316 Main Street, Suite L, Humble, Texas,
77338.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's Articles of Incorporation contain provisions for indemnification
of the officers and directors; in addition, Utah law provides for
indemnification of directors and officers as follows:

16-10a-902 AUTHORITY TO INDEMNIFY DIRECTORS.

         (1) Except as provided in Subsection (4), a corporation may indemnify
an individual made a party to a proceeding because he is or was a director,
against liability incurred in the proceeding if:

                  (a)  his conduct was in good faith; and

                  (b)  he reasonably believed that his conduct was in, or not
                       opposed to, the corporation's best interests; and

                  (c)  in the case of any criminal proceeding, he had no
                       reasonable cause to believe his conduct was unlawful.

         (2) A director's conduct with respect to any employee benefit plan for
a purpose he reasonably believed to be in or not opposed to the interests of the
participants in and beneficiaries of the plan is of a conduct that satisfies the
requirement of Subsection (1)(b).

         (3) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct
described in this section.

         (4)  A corporation may not indemnify a director under this section:

                  (a)  in connection with a proceeding by or in the right of the
                       corporation in which the director was adjudged liable to
                       the corporation; or

<PAGE>

                  (b) in connection with any other proceeding charging that the
                      director derived an improper personal benefit, whether or
                      not involving action in his official capacity, in which
                      proceeding he was adjudged liable on the basis that he
                      derived an improper personal benefit.

         (5) Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.

16-10a-903 MANDATORY INDEMNIFICATION OF DIRECTORS.

         Unless limited by its articles of incorporation, a corporation shall
indemnify a director who was successful, on the merits or otherwise, in the
defense of any proceeding, or in the defense of any claim, issue, or matter in
the proceeding, to which he was a party because he is or was a director of the
corporation, against reasonable expenses incurred by him in connection with the
proceeding or claim with respect to which he has been successful.

16-10a-907 INDEMNIFICATION OF OFFICERS, EMPLOYEES, FIDUCIARIES, AND AGENTS.

         Unless a corporation's articles of incorporation provide otherwise:

         (1) an officer of the corporation is entitled to mandatory
indemnification under Section 16-10a-903, and is entitled to apply for
court-ordered indemnification under Section 16-10a-905, in each case to the same
extent as a director;

         (2) the corporation may indemnify and advance expenses to an officer,
employee, fiduciary, or agent of the corporation to the same extent as to a
director; and

         (3) a corporation may also indemnify and advance expenses to an
officer, employee, fiduciary, or agent who is not a director to a greater
extent, if not inconsistent with public policy, and if provided for by its
articles of incorporation, bylaws, general or specific action of its board of
directors, or contract.

16-10a-908 INSURANCE.

         A corporation may purchase and maintain liability insurance on behalf
of a person who is or was a director, officer, employee, fiduciary, or agent of
the corporation, or who, while serving as a director, officer, employee,



<PAGE>


fiduciary, or agent of the corporation, is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee, fiduciary, or
agent of another foreign or domestic corporation or other person, or of an
employee benefit plan, against liability asserted against or incurred by him in
that capacity or arising from his status as a director, officer, employee,
fiduciary, or agent, whether or not the corporation would have power to
indemnify him against the same liability under Sections 16-10a-902, 16-10a-903,
or 16-10a-907. Insurance may be procured from any insurance company designated
by the board of directors, whether the insurance company is formed under the
laws of this state or any other jurisdiction of the United States or elsewhere,
including any insurance company in which the corporation has an equity or any
other interest through stock ownership or otherwise.

16-10a-909 LIMITATIONS OF INDEMNIFICATION OF DIRECTORS.

         (1) A provision treating a corporation's indemnification of, or advance
for expenses to, directors that is contained in its articles of incorporation or
bylaws, in a resolution of its shareholders or board of directors, or in a
contract (except an insurance policy) or otherwise, is valid only if and to the
extent the provision is not inconsistent with this part. If the articles of
incorporation limit indemnification or advance of expenses, indemnification and
advance of expenses are valid only to the extent not inconsistent with the
articles of incorporation.

         (2) This part does not limit a corporation's power to pay or reimburse
expenses incurred by a director in connection with the director's appearance as
a witness in a proceeding at a time when the director has not been made a named
defendant or respondent to the proceeding.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

ITEM 8.  EXHIBITS

Exhibit No        Description of Exhibits
----------        -----------------------
3.1               Certificate of Incorporation of the Company (filed as
                  Exhibit 3.1 to the Company's Registration Statement on
                  Form SB-2 as filed with the Commission on June 24, 1997).

3.2               Bylaws of the Company (filed as Exhibit 3.2 to the Company's
                  Registration Statement on Form SB-2 as filed with the
                  Commission on June 24, 1997).

<PAGE>

4.1               Consulting Services Contract dated November 26, 2001 between
                  TS&B Holdings, Inc. and Timothy C. Ellis (filed herewith).

5.1               Opinion of Thomas Sawyer, Attorney at Law. (filed herewith).

6.1               Consent of Crouch, Bierwolf & Associates, Certified Public
                  Accountants (filed herewith).

6.2               Consent of Thomas Sawyer. (Included in Exhibit 5.1).

ITEM 9. UNDERTAKINGS

(a)  UNDERTAKING TO UPDATE

The undersigned Registrant hereby undertakes:

(1)   To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to:

(i) include any prospectus required by section 10(a)(3) of the Securities Act;

(ii)  reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information in the Registration Statement; and

(iii) include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange

Act of 1934, as amended (the "Exchange Act") that are incorporated by reference
in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act,
each such post- effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.

<PAGE>

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

(b)  UNDERTAKING WITH RESPECT TO DOCUMENTS INCORPORATED BY REFERENCE

The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

(c)  UNDERTAKING WITH RESPECT TO INDEMNIFICATION

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Winter Springs, State of Florida, on this 30th day of November,
2001.


TS&B Holdings, Inc.
By:  /s/ Roy Y. Salisbury

ROY Y. SALISBURY,
Chief Executive Officer

In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on this 30th day of November, 2001.


SIGNATURE                            TITLE
---------                            -----
By: /s/ Roy Y. Salisbury         Chief Executive Officer
    -----------------------------
    ROY Y. SALISBURY,



By: /s/ Scott R. Neils               Chief Financial Officer
    ------------------------------   (Principal Accounting
    SCOTT R. NEILS,                  Officer)





<PAGE>


                                INDEX TO EXHIBITS







Exhibit No.     Description of Exhibits
-----------     -----------------------
3.1             Certificate of Incorporation of the Company (filed as
                Exhibit 3.1 to the Company's Registration Statement on
                Form SB-2 as filed with the Commission on June 24, 1997).

3.2             Bylaws of the Company (filed as Exhibit 3.2 to the Company's
                Registration Statement on Form SB-2 as filed with the Commission
                on June 24, 1997).

4.1             Consulting Services Contract dated November 27, 2001 between
                TS&B Holdings, Inc. and Timothy C. Ellis (filed herewith).

5.1             Opinion of Thomas Sawyer, Attorney at Law. (filed herewith).

6.1             Consent of Crouch, Bierwolf & Associates, Certified Public
                Accountants (filed herewith).

6.2             Consent of Thomas Sawyer. (Included in Exhibit 5.1).
[{"type": "S-8", "sequence": "1", "filename": "tsbholdings.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 19379}]
{"company-data": {"conformed-name": "TS&B HOLDINGS INC", "cik": "0001019852", "assigned-sic": "2842", "irs-number": "752337459"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74368", "film-number": "1804662"}, "business-address": {"street1": "10 GUNNEBA DR", "city": "LONOKE", "state": "AR", "zip": "72086", "phone": "5016762994"}, "mail-address": {"street1": "10 GUNNEBA DR", "city": "LONOKE", "state": "AR", "zip": "72086"}, "former-company": {"former-conformed-name": "AMMONIA HOLD INC", "date-changed": "19970618"}}
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                               TS&B HOLDINGS, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Utah                                           75-2337459
 -------------------------------                        -------------------
 (State or other jurisdiction of                         (I.R.S. Employer
  incorporation or organization)                        Identification No.)

5703 Red Bug Lake Road, #226, Winter Springs, Florida         32708
-----------------------------------------------------        -------
      (Address of principal executive offices)              (Zip Code)

                                 (407) 992-6573
                           ---------------------------
                           (Issuer's telephone number)

               CONSULTING SERVICES CONTRACT WITH TIMOTHY C. ELLIS
                              (Full Title of Plan)

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

                                ROY Y. SALISBURY
                             Chief Executive Officer
           5703 Red Bug Lake Road, #226, Winter Springs, Florida 32708
                     (Name and Address of agent for service)

                                 (407) 992-6573
          -------------------------------------------------------------
          (Telephone Number, including area code, of agent for service)

================================================================================
-------------------------------------------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------

                                            PROPOSED                PROPOSED
                                            MAXIMUM                 MAXIMUM
                                            OFFERING                AGGREGATE             AMOUNT OF
TITLE OF SECURITIES    AMOUNT TO BE         PRICE                   OFFERING              REGISTRATION
TO BE REGISTERED       REGISTERED (1)       PER UNIT                PRICE                 FEE (2)
===================================================================================================================
Common Stock,         166,000 shares         $0.80                  $132,800              $55.00
par value
$0.001 per share
===================================================================================================================
(1) This Registration Statement relates to 166,000 shares of the Registrant's
Common Stock, par value $.001 per share, to be issued upon conversion of certain
warrants granted pursuant to the terms of the Consulting Services Contract with
Timothy C. Ellis.
(2) Pursuant to Rule 457 of the Securities Act of 1933 (the "Securities Act"),
the registration fee is calculated on the basis of the average of the bid and
ask prices for the Common Stock as quoted on the Over-the-Counter Bulletin Board
on November 27, 2001, $0.80.
PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The following documents listed under this Part I and the documents incorporated
by reference under Item 3 of Part II to this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act, and are incorporated herein by reference.

ITEM 1. PLAN INFORMATION

The information required to be provided pursuant to this Item to the individual
participant, Timothy C. Ellis, is set forth in the consulting services contract
with Timothy C. Ellis, dated November 26, 2001 (the "Consulting Services
Contract"). See Exhibit 4.1.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION Written

statement required to be provided to participants pursuant to this Item 2:

We will provide without charge to each participant in the Consulting Services
Contracts, upon written or oral request of such person, a copy (without
exhibits, unless such exhibits are specifically incorporated by reference) of
any or all of the documents incorporated by reference pursuant to this
Registration Statement. Requests may be forwarded to TS&B Holdings, Inc., Roy Y.
Salisbury, CEO, 5703 Red Bug Lake Road, #226, Winter Springs, Florida, 32708,
Phone: 407-992-6573.
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The contents of the following documents filed by TS&B HOLDINGS, INC., formerly
Ammonia Hold, Inc., a Utah corporation ("TSBB" or the "Registrant"), with the
Securities and Exchange Commission (the "Commission") are hereby incorporated
into this registration statement ("Registration Statement") by reference:

(i)   Registrant's Registration Statement on Form SB-2 filed pursuant to the
Securities Exchange Act of 1934, as amended ("Exchange Act"), dated June 24,
1997; and

(ii)  Registrant's annual reports on Form 10-KSB for the fiscal years ended June
30, 2001 and June 30, 2000

(iii) Registrant's quarterly reports on Form 10-QSB for the quarters ended
September 30, 2001, March 31, 2001, December 31, 2000, September 30, 2000, March
31, 2000 and December 31, 1999.

(iv)  Registrant's current reports on Form 8-K filed November 2, 1999, July 6,
2001 and October 26, 2001.

All documents filed by us with the Commission pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, subsequent to the filing date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered have
been sold or which registers all securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing such documents. We will provide without
charge to each participant in the written compensation contracts, upon written
or oral request of such person, a copy (without exhibits, unless such exhibits
are specifically incorporated by reference) of any or all of the documents
incorporated by reference pursuant to this Item 3.
ITEM 4. DESCRIPTION OF SECURITIES

Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

The validity of the authorization and issuance of the Common Stock will be
passed upon by Thomas Sawyer, Attorney, 316 Main Street, Suite L, Humble, Texas,
77338.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's Articles of Incorporation contain provisions for indemnification
of the officers and directors; in addition, Utah law provides for
indemnification of directors and officers as follows:

16-10a-902 AUTHORITY TO INDEMNIFY DIRECTORS.

         (1) Except as provided in Subsection (4), a corporation may indemnify
an individual made a party to a proceeding because he is or was a director,
against liability incurred in the proceeding if:

                  (a)  his conduct was in good faith; and

                  (b)  he reasonably believed that his conduct was in, or not
                       opposed to, the corporation's best interests; and

                  (c)  in the case of any criminal proceeding, he had no
                       reasonable cause to believe his conduct was unlawful.

         (2) A director's conduct with respect to any employee benefit plan for
a purpose he reasonably believed to be in or not opposed to the interests of the
participants in and beneficiaries of the plan is of a conduct that satisfies the
requirement of Subsection (1)(b).

         (3) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct
described in this section.

         (4)  A corporation may not indemnify a director under this section:

                  (a)  in connection with a proceeding by or in the right of the
                       corporation in which the director was adjudged liable to
                       the corporation; or
(b) in connection with any other proceeding charging that the
                      director derived an improper personal benefit, whether or
                      not involving action in his official capacity, in which
                      proceeding he was adjudged liable on the basis that he
                      derived an improper personal benefit.

         (5) Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.

16-10a-903 MANDATORY INDEMNIFICATION OF DIRECTORS.

         Unless limited by its articles of incorporation, a corporation shall
indemnify a director who was successful, on the merits or otherwise, in the
defense of any proceeding, or in the defense of any claim, issue, or matter in
the proceeding, to which he was a party because he is or was a director of the
corporation, against reasonable expenses incurred by him in connection with the
proceeding or claim with respect to which he has been successful.

16-10a-907 INDEMNIFICATION OF OFFICERS, EMPLOYEES, FIDUCIARIES, AND AGENTS.

         Unless a corporation's articles of incorporation provide otherwise:

         (1) an officer of the corporation is entitled to mandatory
indemnification under Section 16-10a-903, and is entitled to apply for
court-ordered indemnification under Section 16-10a-905, in each case to the same
extent as a director;

         (2) the corporation may indemnify and advance expenses to an officer,
employee, fiduciary, or agent of the corporation to the same extent as to a
director; and

         (3) a corporation may also indemnify and advance expenses to an
officer, employee, fiduciary, or agent who is not a director to a greater
extent, if not inconsistent with public policy, and if provided for by its
articles of incorporation, bylaws, general or specific action of its board of
directors, or contract.

16-10a-908 INSURANCE.

         A corporation may purchase and maintain liability insurance on behalf
of a person who is or was a director, officer, employee, fiduciary, or agent of
the corporation, or who, while serving as a director, officer, employee,
fiduciary, or agent of the corporation, is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee, fiduciary, or
agent of another foreign or domestic corporation or other person, or of an
employee benefit plan, against liability asserted against or incurred by him in
that capacity or arising from his status as a director, officer, employee,
fiduciary, or agent, whether or not the corporation would have power to
indemnify him against the same liability under Sections 16-10a-902, 16-10a-903,
or 16-10a-907. Insurance may be procured from any insurance company designated
by the board of directors, whether the insurance company is formed under the
laws of this state or any other jurisdiction of the United States or elsewhere,
including any insurance company in which the corporation has an equity or any
other interest through stock ownership or otherwise.

16-10a-909 LIMITATIONS OF INDEMNIFICATION OF DIRECTORS.

         (1) A provision treating a corporation's indemnification of, or advance
for expenses to, directors that is contained in its articles of incorporation or
bylaws, in a resolution of its shareholders or board of directors, or in a
contract (except an insurance policy) or otherwise, is valid only if and to the
extent the provision is not inconsistent with this part. If the articles of
incorporation limit indemnification or advance of expenses, indemnification and
advance of expenses are valid only to the extent not inconsistent with the
articles of incorporation.

         (2) This part does not limit a corporation's power to pay or reimburse
expenses incurred by a director in connection with the director's appearance as
a witness in a proceeding at a time when the director has not been made a named
defendant or respondent to the proceeding.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

ITEM 8.  EXHIBITS

Exhibit No        Description of Exhibits
----------        -----------------------
3.1               Certificate of Incorporation of the Company (filed as
                  Exhibit 3.1 to the Company's Registration Statement on
                  Form SB-2 as filed with the Commission on June 24, 1997).

3.2               Bylaws of the Company (filed as Exhibit 3.2 to the Company's
                  Registration Statement on Form SB-2 as filed with the
                  Commission on June 24, 1997).
4.1               Consulting Services Contract dated November 26, 2001 between
                  TS&B Holdings, Inc. and Timothy C. Ellis (filed herewith).

5.1               Opinion of Thomas Sawyer, Attorney at Law. (filed herewith).

6.1               Consent of Crouch, Bierwolf & Associates, Certified Public
                  Accountants (filed herewith).

6.2               Consent of Thomas Sawyer. (Included in Exhibit 5.1).

ITEM 9. UNDERTAKINGS

(a)  UNDERTAKING TO UPDATE

The undersigned Registrant hereby undertakes:

(1)   To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to:

(i) include any prospectus required by section 10(a)(3) of the Securities Act;

(ii)  reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information in the Registration Statement; and

(iii) include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange

Act of 1934, as amended (the "Exchange Act") that are incorporated by reference
in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act,
each such post- effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

(b)  UNDERTAKING WITH RESPECT TO DOCUMENTS INCORPORATED BY REFERENCE

The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

(c)  UNDERTAKING WITH RESPECT TO INDEMNIFICATION

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Winter Springs, State of Florida, on this 30th day of November,
2001.

TS&B Holdings, Inc.
By:  /s/ Roy Y. Salisbury

ROY Y. SALISBURY,
Chief Executive Officer

In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on this 30th day of November, 2001.

SIGNATURE                            TITLE
---------                            -----
By: /s/ Roy Y. Salisbury         Chief Executive Officer
    -----------------------------
    ROY Y. SALISBURY,

By: /s/ Scott R. Neils               Chief Financial Officer
    ------------------------------   (Principal Accounting
    SCOTT R. NEILS,                  Officer)
INDEX TO EXHIBITS

Exhibit No.     Description of Exhibits
-----------     -----------------------
3.1             Certificate of Incorporation of the Company (filed as
                Exhibit 3.1 to the Company's Registration Statement on
                Form SB-2 as filed with the Commission on June 24, 1997).

3.2             Bylaws of the Company (filed as Exhibit 3.2 to the Company's
                Registration Statement on Form SB-2 as filed with the Commission
                on June 24, 1997).

4.1             Consulting Services Contract dated November 27, 2001 between
                TS&B Holdings, Inc. and Timothy C. Ellis (filed herewith).

5.1             Opinion of Thomas Sawyer, Attorney at Law. (filed herewith).

6.1             Consent of Crouch, Bierwolf & Associates, Certified Public
                Accountants (filed herewith).

6.2             Consent of Thomas Sawyer. (Included in Exhibit 5.1).