UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    For the quarterly period ended February 28, 2005

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

    For the transition period from _____________ to _____________

                        Commission file number 000-50101


                             E and S Holdings, Inc.
        (Exact name of small business issuer as specified in its charter)


           Nevada                                           91-2135425
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)


                     5046 E. Boulevard, NW, Canton, OH 44718
                    (Address of principal executive officer)


                                 (330) 966-8120
                           (Issuer's telephone number)


              (Former name, former address and former fiscal year,
                         if changed since last report)

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. Yes [X] No [ ]

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes [ ] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 1,500,000

Transitional Small Business Disclosure Format (Check One): Yes [ ] No [ ]

                             E AND S HOLDINGS, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS
                       FEBRUARY 28, 2005 AND MAY 31, 2004



                                                                 February 28, 2005      May 31, 2004
                                                                 -----------------      ------------
                                                                    (Unaudited)          (Audited)
                                                                                  
                                     ASSETS

CURRENT ASSETS
   Cash in bank                                                     $     313           $   3,760
   Accounts receivable                                                  1,949                   0
   Inventory                                                           25,898              28,893
                                                                    ---------           ---------

      Total Current Assets                                             28,160              32,653
                                                                    ---------           ---------
OTHER ASSETS
   Patent - net of amortization of $2,721 at
    February 28, 2005 and $1,979 at May 31, 2004                        9,978              10,720
                                                                    ---------           ---------

      Total Assets                                                  $  38,138           $  43,373
                                                                    =========           =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
   Accounts payable                                                 $  18,340           $   4,555
   Accounts payable - stockholder                                      17,500              16,500
   Accrued wages - stockholder                                         25,000             102,400
   Accrued payroll taxes                                                    0                 379
   Accrued other taxes                                                      0                  88
   Accrued directors' fees                                                  0               5,000
   Accrued royalties                                                      156                   0
   Accrued rent - stockholder                                               0               1,000
                                                                    ---------           ---------

      Total Liabilities                                                60,996             129,922
                                                                    ---------           ---------
STOCKHOLDERS' EQUITY
   Common stock - 100,000,000 shares authorized,
    .001 par value, 1,500,000 outstanding at
    February 28, 2005 and May 31, 2004                                  1,500               1,500
   Additional paid-in capital                                         224,599             127,899
   Deficit accumulated during the development stage                  (248,957)           (215,948)
                                                                    ---------           ---------

      Total Stockholders' Equity                                      (22,858)            (86,549)
                                                                    ---------           ---------

      Total Liabilities and Stockholders' Equity                    $  38,138           $  43,373
                                                                    =========           =========


Note:  The  balance  sheet at May 31,  2004 has been  derived  from the  audited
financial  statements  at that date but does not include all of the  information
and footnotes required by accounting principles generally accepted in the United
States of America for complete financial statements.

                 See accompanying notes to financial statements.

                                       1

                             E AND S HOLDINGS, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
              FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2004
       AND THE PERIOD FROM JUNE 20, 2001 (INCEPTION) TO FEBRUARY 28, 2005



                                                Three Months          Nine Months           June 20, 2001
                                                   Ended                 Ended             (Inception) to
                                              February 28, 2005     February 28, 2005     February 28, 2005
                                              -----------------     -----------------     -----------------
                                                 (Unaudited)           (Unaudited)          (Unaudited)
                                                                                    
SALES - NET                                      $   1,194             $   6,761             $   7,255

COST OF SALES
   Purchases                                           547                 2,995                 3,191
                                                 ---------             ---------             ---------

GROSS PROFIT                                           647                 3,766                 4,064

OPERATING EXPENSES
   Wage expense                                          0                10,800               115,600
   Payroll taxes                                        19                    19                   582
   Insurance                                             0                     0                   519
   Commissions                                          40                    59                    59
   Freight and delivery                                393                   441                   525
   Legal and accounting                              4,041                12,091                65,398
   Professional fees                                     0                     0                 5,340
   Product development                                   0                     0                   814
   Bank charges                                         14                    64                   355
   Rent - Stockholder                                    0                 2,500                12,000
   License and permits                                   0                     0                 1,263
   UCC code                                              0                   150                   900
   Franchise tax                                        50                    50                   150
   Workers' compensation                                19                    99                   312
   Amortization                                        247                   742                 2,722
   Advertising                                           0                   903                15,959
   Marketing                                           958                   958                   958
   Royalty expense                                      28                   310                   354
   Telephone                                            62                   403                 1,480
   Trade show expense                                  200                 1,023                 3,890
   Travel and lodging                                    0                     0                 2,930
   Office supplies and expense                       1,175                 6,163                18,659
                                                 ---------             ---------             ---------
                                                     7,246                36,775               250,769
                                                 ---------             ---------             ---------

NET INCOME (LOSS) FROM OPERATIONS                   (6,599)              (33,009)             (246,705)

OTHER INCOME (EXPENSE)
   Interest expense                                      0                     0                (2,252)
                                                 ---------             ---------             ---------

NET INCOME (LOSS) BEFORE INCOME TAXES               (6,599)              (33,009)             (248,957)

PROVISION FOR INCOME TAXES                               0                     0                     0
                                                 ---------             ---------             ---------

NET INCOME (LOSS)                                $  (6,599)            $ (33,009)            $(248,957)
                                                 =========             =========             =========

NET INCOME (LOSS) PER COMMON SHARE - BASIC       $    (.00)            $    (.02)            $    (.22)
                                                 =========             =========             =========


                 See accompanying notes to financial statements.

                                       2

                             E AND S HOLDINGS, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
              FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 29, 2004


                                         Three Months           Nine Months
                                            Ended                  Ended
                                       February 29, 2004      February 29, 2004
                                       -----------------      -----------------
                                         (Unaudited)            (Unaudited)

SALES - NET                               $      0               $      0

COST OF SALES
   Purchases                                     0                      0
                                          --------               --------

GROSS PROFIT                                     0                      0

OPERATING EXPENSES
   Advertising                                 924                  1,449
   Legal and accounting                      3,403                 10,272
   Professional fees                         3,061                  3,061
   Bank charges                                 17                     93
   Rent - stockholder                          500                    500
   License and permits                          25                    375
   Marketing expenses                        8,139                  8,139
   Amortization                                247                    742
   Franchise tax                                50                     50
   Insurance                                    10                     20
   Telephone, fax, and internet                374                    374
   Travel                                      400                    400
   Meals and entertainment                     347                    347
   Office supplies and expense               1,797                  2,514
                                          --------               --------
                                            19,294                 28,336
                                          --------               --------

NET LOSS FROM OPERATIONS                   (19,294)               (28,336)

OTHER INCOME (EXPENSE)
   Interest expense                              0                   (680)
                                          --------               --------

NET LOSS BEFORE INCOME TAXES               (19,294)               (29,016)

PROVISION FOR INCOME TAXES                       0                      0
                                          --------               --------

NET LOSS                                  $(19,294)              $(29,016)
                                          ========               ========

NET LOSS PER COMMON SHARE - BASIC         $   (.01)              $   (.02)
                                          ========               ========

                 See accompanying notes to financial statements.

                                       3

                             E AND S HOLDINGS, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                   FOR THE NINE MONTHS ENDED FEBRUARY 28, 2005
                      AND FEBRUARY 29, 2004, AND THE PERIOD
               FROM JUNE 20, 2001 (INCEPTION) TO FEBRUARY 28, 2005



                                                             Nine Months           Nine Months           June 20, 2001
                                                               Ended                 Ended              (Inception) to
                                                           February 28, 2005     February 29, 2004     February 28, 2005
                                                           -----------------     -----------------     -----------------
                                                             (Unaudited)           (Unaudited)           (Unaudited)
                                                                                                
CASH FLOWS FROM OPERATING ACTIVITIES
   Net Loss                                                  $ (33,009)            $ (29,016)            $(248,957)
   Adjustments to reconcile net income to net
    cash provided by operating activities:
      Amortization                                                 742                   742                 2,722
      (Increase) in accounts receivable                         (1,949)                    0                (1,949)
      (Increase) Decrease in inventory                           2,995                     0               (25,898)
      (Increase) in Deposits                                         0                (6,525)                    0
      (Increase) in prepaid expenses                                 0                (1,975)                    0
      Increase (Decrease) in accounts payable                   13,785               (23,720)               18,340
      Increase in accrued wages - officer and stockholder       11,800                     0               114,200
      (Decrease) in accrued payroll taxes                         (379)                    0                     0
      Increase in accrued director's fees                            0                     0                 5,000
      (Decrease) in accrued other taxes                            (88)                    0                     0
      Increase (Decrease)in accrued interest                         0                  (276)                    0
      Increase (Decrease) in accrued rent                        1,500                (4,500)                2,500
      Increase in accrued royalties                                156                     0                   156
      Increase (Decrease) in stockholder payable                 1,000                16,000                17,500
                                                             ---------             ---------             ---------
         Net Cash From (Used By) Operating Activities           (3,447)              (49,270)             (116,387)
                                                             ---------             ---------             ---------
CASH FLOWS USED BY INVESTING ACTIVITIES
   Purchase of patent                                                0                     0               (10,800)
                                                             ---------             ---------             ---------
CASH FLOWS FROM FINANCING ACTIVITIES
   Loans from (repayments to) stockholders                           0               (12,096)                    0
   Proceeds from issuance of common stock,
   Net of issuance costs of $2,500                                   0               100,000               127,500
                                                             ---------             ---------             ---------
         Net Cash Provided By Financing Activities                   0                87,904               127,500
                                                             ---------             ---------             ---------

NET INCREASE (DECREASE) IN CASH                                 (3,447)               38,634                   313

CASH AT BEGINNING OF PERIOD                                      3,760                    86                     0
                                                             ---------             ---------             ---------

CASH AT END OF PERIOD                                        $     313             $  38,720             $     313
                                                             =========             =========             =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION
   Interest paid                                             $       0             $       0             $     956
                                                             =========             =========             =========
   Taxes paid                                                $       0             $       0             $       0
                                                             =========             =========             =========


SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
     On September  27, 2001,  700,000  shares of stock were issued at a value of
$1,899  in  return  for  contribution  of the  patent  option.  The  patent  was
subsequently purchased for $10,800 in March 2002.
     During the three months  ended  November  30,  2004,  certain  officers and
directors and  shareholders  of the Company  forgave  accrued wages,  director's
fees, and rents totaling $96,700.  These transactions are reflected as increases
to paid-in capital.

                 See accompanying notes to financial statements.

                                       4

                             E AND S HOLDINGS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                FEBRUARY 28, 2005


NOTE A - BASIS OF PRESENTATION

   The  accompanying  unaudited  financial  statements  have  been  prepared  in
accordance with accounting principles generally accepted in the United States of
America for interim  financial  information  and with the  instructions  to Form
10-QSB and item 310(b) of Regulation S-B.  Accordingly,  they do not include all
the  information  and  footnotes  required by  accounting  principles  generally
accepted in the United States of America for complete financial  statements.  In
the opinion of  management,  all  adjustments  (consisting  of normal  recurring
accruals) considered  necessary for a fair presentation have been included.  For
further  information,  refer to the financial  statements and footnotes  thereto
included in the E and S Holdings, Inc. Form 10-KSB filing for the year ended May
31, 2004.

NOTE B - DEVELOPMENT STAGE COMPANY

   E and S Holdings,  Inc. (a Nevada  corporation)  has been in the  development
stage since its  formation  on June 20,  2001.  It is  primarily  engaged in the
development  and  marketing  of new  products  on  which it  holds  the  patent.
Realization  of a major  portion of its assets is dependent  upon the  Company's
ability to successfully develop and market the patent, meet its future financing
requirements,  and  the  success  of  future  operations.  These  factors  raise
substantial doubt about the Company's ability to continue as a going concern.

                                       5

ITEM 2 - MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     E & S Holdings (E & S) is a  developmental  stage company that has received
revenues of approximately  $1,194 during the three-month  period ending February
28, 2005. E & S has received no significant revenues since its inception.

     As of February 28, 2005,  E & S has cash assets of $313.  However,  it also
had accounts receivable of $1,949 and inventory of $25,898.  Because E & S' cash
balance is extremely low, the management of E & S is  contemplating  the sale of
additional  shares of common  stock of the company  through a private  placement
during the next twelve  months.  E & S has begun to receive small orders for its
Portable  Pipe  Vise.  In order to  promote  additional  sales,  management  has
continued  to do direct  mailing  as funds  permit.  As a result  of the  direct
mailing, E & S has, over the last month,  established a new major retail account
and has received  orders from that account for 144 units.  E & S has  previously
secured the services of seven independent sales representatives in various parts
of  the  United   States  to  promote  the  sale  of  its  Portable  Pipe  Vise.
Unfortunately,  management  efforts to obtain  dealers/representatives  have not
produced  any  substantial   sales.   Management  is  currently   notifying  its
representatives that unless the representatives  commence producing orders for E
& S, their contracts will not be renewed.

     The Portable  Pipe Vise is currently  placed in the catalog of a nationally
recognized  tool retailer and in the Black Book of Tools catalog.  Management is
currently  working on multiple  rounds of direct  mailing to retail  outlets for
direct sales of the Portable  Pipe Vise through the company.  It is also seeking
contacts to make direct sales to multiple outlet retail  establishments  so that
volume  orders can be obtained.  E & S is  maintaining  its merchant  website to
permit direct sales to the public at www.portablepipevise.com.

     Management  is  attempting  to focus on  specific  industries  in which the
Portable Pipe Vise would be most useful.  Therefore,  its first marketing effort
is focused toward the welding  equipment  suppliers.  Its second round of direct
marketing will focus on plumbing suppliers and retailers of heating, ventilating
and air  conditioning  supplies.  Management  intends to increase its  marketing
efforts at such time as additional funds are made available through sales of the
product.

     E & S  continues  in its  efforts  to list the  shares  of E & S on the OTC
Bulletin Board. It is currently  consulting with a new broker/dealer in order to
establish a market and obtain clearance from NASD for trading.

     Over the last three  months,  E & S has sustained  operating  losses in the
amount of $6,599. Of this amount, $4,041 involves costs for legal and accounting
fees incurred during the last quarter.  As of February 28, 2005, E & S has total
liabilities of $60,996.

     There are no off balance sheet arrangements involving E & S at this time.

ITEM 3 - CONTROLS AND PROCEDURES

     Due to the fact that E & S is a corporation in its  development  stages and
has only two  individuals  involved in all facets of E & S, it is the conclusion
of E & S'  principal  executive  officer  that E & S'  disclosure  controls  and
procedures are effective,  since all significant matters are within the personal
knowledge of E & S' principal executive officer.

     During this reporting,  there were no significant changes in E & S internal
controls or in other  factors that could  significantly  affect  these  controls
subsequent with the date that the effectiveness of E & S' internal controls were
evaluated by its principal executive officer.

                                       6

                           PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

     To the best of its knowledge, management of E & S is not aware of any legal
proceedings in which E & S is currently involved.

ITEM 2 - CHANGES IN SECURITY

     There are no changes in security since the last quarterly statement for the
quarter ending November 30, 2004.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

     There are no defaults upon any senior securities.

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

     There have been no submissions  of any matters to security  holders to vote
upon during this reporting period.

ITEM 5 - OTHER INFORMATION

     There are no items of information required to be disclosed pursuant to this
item at this time.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

     A. The following  are filed as Exhibits to this quarter of the report.  The
numbers refer to the exhibit table of Item 601 of regulation  S-K:  Reference is
hereby made to the exhibits contained in the registration  statement (Form SB-2)
filed by E & S.

     Exhibit 31 - Certification  Pursuant to Section 302 of the Sarbanes Oxley 
                  Act of 2002

     Exhibit 32 - Certification  Pursuant to Section 906 of the Sarbanes Oxley 
                  Act of 2002

     B. Reports on Form 8-K - None

                                       7

                                   SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                 E & S HOLDINGS, INC.


Date: April 12, 2005             By: /s/ Edward A. Barth
                                    --------------------------------------------
                                    Edward A. Barth, Principal Financial Officer



Date: April 12, 2005             By: /s/ Edward A. Barth
                                    --------------------------------------------
                                    Edward A. Barth, Principal Executive Officer

                                       8