8k for tsb

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-K

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

Date of report (Date of earliest event reported): January 7, 2005

TS&B HOLDINGS INC.
Exact Name of Registrant Specified in Charter

Utah
333-74970
30-0123229
(State or Other Jurisdiction
of Incorporation)
(Commission
    File Number)
(IRS Employer
  Identification No.)

7380 Sand Lake Rd. Suite 500. Orlando, Florida 32819
(Address of Principal Executive Offices) (Zip Code)

(407)-649-8325
Registrant’s telephone number, including area code:

(Former Name or Former Address, if Changed Since Last Report)

TS&B HOLDINGS INC.

Item 2.2. Financial

TS&B Holdings Inc., having completed its due diligence regarding the investment into JJ Whispers has determined that it is not in the best interests of the Company to complete the proposed transaction. TS&B Holdings, Inc. and John Brown of JJ Whispers executed a mutual termination of its Investment Agreement of September 30, 2004. Said termination is without liability or expense to either party

SIGNATURE

        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 hereunto duly authorized.




BY: /S/ Charles Giannetto
——————————————
Charles Giannetto
Corporate Secretary
January 7, 2005