<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2002

                                       OR

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

               For the Transition Period from ________ to ________

                          Commission File No: 000-31225

                       DIVERSIFIED THERMAL SOLUTIONS, INC.
                       -----------------------------------
                 (Name of small business issuer in its charter)

<TABLE>
<CAPTION>
            Nevada                               3255                             94-3342064
   --------------------------         ---------------------------             ------------------
<S>                                   <C>                                     <C>
   (State of jurisdiction of         (Primary Standard Industrial              (I.R.S. Employer
 incorporation or organization)       Classification Code Number)             Identification No.)
</TABLE>

                 4126 Delp Street, Suite 200, Memphis, TN 38118
                 ----------------------------------------------
                    (Address of principal executive offices)

                                 (901) 365-7650
                                 --------------
                          (Issuer's telephone number)

        Securities registered pursuant to Section 12 (b) of the Act: NONE

    Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK,
                                PAR VALUE $0.0001

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 past 90 days. Yes [X] No [ ]

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

State issuer's revenues from continuing operations for its most recent fiscal
year: $191,460.

Aggregate market value of the voting stock held by non-affiliates computed by
reference to the price at which the stock was sold, or the average bid and asked
prices of such stock, as of a specified date within the past 60 days:
$294,042.96 as of March 27, 2003.

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 20,242,571 shares of common stock as
of March 27, 2003.

                       DOCUMENTS INCORPORATED BY REFERENCE

None.

Transitional Small Business Disclosure format (check one): Yes [ ]  No [X]




<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                Page No.
                                                                                --------
<S>                                                                             <C>
PART I

     ITEM 1.  DESCRIPTION OF BUSINESS...........................................    3

     ITEM 2.  DESCRIPTION OF PROPERTIES.........................................    5

     ITEM 3.  LEGAL PROCEEDINGS.................................................    5

     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...............    5

PART II

     ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
        STOCKHOLDER MATTERS.....................................................    5

     ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS.....................................    6

     ITEM 7.  FINANCIAL STATEMENTS..............................................    8

     ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
        ACCOUNTING AND FINANCIAL DISCLOSURE.....................................   22

PART III

     ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
         CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.....   22

     ITEM 10. EXECUTIVE COMPENSATION............................................   23

     ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT....   23

     ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS....................   24

     ITEM 13. EXHIBITS AND REPORTS ON FORM 10-KSB...............................   24

     ITEM 14. CONTROLS AND PROCEDURES...........................................   24

SIGNATURES, POWER OF ATTORNEY, EXHIBIT INDEX....................................   25
</TABLE>



                                       i
<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

GENERAL

         We were incorporated on May 4, 1987, under the laws of the state of
Nevada as Energy Realty Corporation. On July 31, 1993, we changed our name to
Balcor International, Inc. On December 18, 1998, we changed our name to
Dimension House, Inc. On October 28, 1999, we changed our name to Presidents
Telecom, Inc. On April 17, 2000, we changed our name to VoIP Telecom, Inc. On
July 19, 2002, we changed our name to Diversified Thermal Solutions, Inc.

         On February 25, 2002, we announced a reverse split of our stock on a 1
for 20 basis. Prior to the reverse split we had 40,727,975 shares of common
stock outstanding, with 21,780,957 of those shares available in the public
float. Following the reverse split, the total number of shares outstanding was
2,036,399.

         Prior to March 29, 2002, we delivered international long distance
service via flexible, server-based networks consisting of re-sale arrangements
with other long distance providers, primarily through our wholly-owned
subsidiary, Access Communications, Inc. On March 29, 2002, we sold 100% of the
common stock of Access Communications, Inc. to an independent third party. After
the sale of Access Communications, we operated essentially as a shell company
for the purpose of acquiring businesses related to the manufacturing and
distribution of materials used in the refractory industry.

         On July 1, 2002, we issued 15 million shares of common stock in
connection with the acquisition of all of the outstanding stock of Global
Holdings, Inc. On October 16, 2002, Global Holdings, Inc. changed its name to DT
Solutions, Inc. On July 24, 2002, we created another wholly-owned subsidiary,
Refractory & Industrial Supply Group, Inc. RIS Group will act as the marketing
and distribution arm for all refractory products.

REFRACTORY INDUSTRY

         The total U.S. market for clay building material and refractory
products is estimated to have been approximately $6.8 billion in 2001, up from
$6.6 billion in 2000. In recent years, the refractory industry has witnessed a
large amount of consolidation, typically with large non-U.S. conglomerates
acquiring smaller manufacturers. Worldwide refractory industry revenues are
estimated to be in excess of $10 billion. Refractory products are heat-resistant
materials used for the linings for high-temperature furnaces and reactors and
other processing units. In addition to being resistant to thermal stress and
other physical phenomena induced by heat, refractory products must also
withstand physical wear and corrosion caused by chemical agents and rapid
changes in temperature. Refractory products are more heat resistant than metals
and are required for any heating applications above 1000(Degree) Farenheit.
Because refractory products are so resistant to heat, erosion and corrosion,
they are typically used in any process involving heat and corrosion such as in
kilns and furnaces.

         The genesis of the refractory industry can be traced to basalt, a
naturally occurring siliceous refractory product. Basalt is formed under natural
geological forces of heat and pressure. Modern refractory production is largely
a replication of this process of forming naturally occurring or synthetic
non-metallic mineral oxides and some non-oxides like carbides or nitrides under
the bonding conditions of high heat and pressure. Technological progress has
resulted in new bonding techniques using chemicals, cements and resins rather
than simply heat and pressure.

         Refractory products typically have relatively high bulk density, high
softening point, and high crushing strength. Refractory products are typically
referred to as:

        -       Monolithic - a furnace lining without joints, formed of material
                which is rammed, cast, gunned or sintered into place.

        -       Brick - low grade, low alumina to high grade, high alumina
                straight and shaped brick.



<PAGE>

        -       Pre-Cast Shapes - special shapes designed to the customer's
                specifications, such as a doorjamb in a furnace.

Many refractory products, in final shape, resemble a typical construction brick.
However, there are many different shapes and forms. Some refractory parts are
small and may possess a complex and delicate geometry; others are massive and
may weigh several tons in the form of precast or fusion cast bricks.

         Refractory products are used in all heavy industry, including steel,
foundry, chemical, aluminum, petrochemical, pulp and paper, cement, lime,
incineration and power/cogeneration. However, the steel industry represents
approximately 60% of the refractory market in the United States. The
well-documented bankruptcies and other financial troubles of the steel industry
have negatively affected the financial performance of many large refractory
manufacturers. In addition, asbestos litigation has caused many refractory
manufacturers to file for bankruptcy protection.

STRATEGY

         We are in the process of developing an integrated operating and
acquisition strategy designed to maximize internal and external growth through a
combination of selective acquisitions and procuring distribution agreements with
leading suppliers.

         DISTRIBUTION AGREEMENTS. We have entered into two separate
distribution/supply agreements for refractory specialties and firebrick that are
described below.

         Reno Refractories. We have entered into a reciprocal agreement with
Reno Refractories, Inc. that will enable us to offer a complete line of
refractory specialty items such as castables, plastics and mortars. Reno will
act as our distributor for a complete line of firebrick that we anticipate
acquiring in the future.

         Henan General Machinery. We have entered into an agreement with Henan
General Machinery Import & Export Co., Ltd in Zenghzou, China. This relationship
will allow us access to high quality basic, extra high alumina, and
alumina/chrome brick, as well as other high-end specialty items at competitive
prices. The bricks that we will acquire from Henan generally can be produced,
imported and distributed more efficiently than bricks produced in the United
States.

         We intend to actively seek out and secure additional strategic
distribution agreements on a selective basis and align Diversified Thermal
Solutions with respected refractory manufacturers. We anticipate that our
partners will exhibit certain characteristics such as dominance in a particular
industry, sales of non-competing products that will complement our offerings, an
existing sales force, and the ability to service a particular geographic area of
the country.

         CONTRACTOR/INSTALLER FOCUS. A recent trend in the refractory industry
has been the attempt of the industry leaders to bypass the contractor/installer
of refractory products and sell products directly to the end-user. In all
industry groups that utilize refractory products other than the steel and
mineral industries, buyers will typically rely on the expertise and experience
of a contractor/installer to determine when additional refractory products are
needed, the types of refractory products needed, and the method by which the
refractory products should be installed. We intend to focus a significant
portion of our sales and marketing efforts on the contractor/installer, which
has become a neglected portion of the industry.

         SELECTIVE MARKETING. We intend to have sales managers initially in the
Southeast and Northeast that will work directly with only two or three approved
contractor installers. We will focus primarily on the non-ferrous industries
such as aluminum, chemical, pulp and paper, power generation, incineration and
petrochemical. These are industries that typically purchase refractory products
through the contractor/installer instead of buying directly from the
manufacturer. We also intend to have 3 or 4 technical sales specialists assigned
to the minerals processing industries such as lime and cement, and 1 or 2
specialists assigned to the iron and steel industries such as steel mills,
integrated steel, mini mills, and foundry accounts.



<PAGE>

PURCHASING

         We purchase refractory products primarily from Henan General Machinery
and Reno Refractories. We do not anticipate any significant difficulty in
obtaining products necessary for our operations.

COMPETITION

         We compete with a substantial number of other companies. We believe
that the major competitive factors in our business are the quality and
durability of finished products, the quality of customer service and price. Our
ability to compete effectively in selling our products is primarily dependent on
our ability to deliver high quality finished products with speed and accuracy.

EMPLOYEES

         On December 31, 2002, we had one employee. This employee was not a
full-time employee.

ADDITIONAL INFORMATION

         We are subject to the reporting and informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith file reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission") pursuant to the
Exchange Act. Such reports, proxy statements and other information filed by the
Company may be examined without charge at, or copies obtained upon payment of
prescribed fees from, the Public Reference Section of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Investors may
obtain information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330. Electronic filings made through the Electronic
Data Gathering, Analysis and Retrieval System are publicly available through the
Commission's web site (http://www.sec.gov).

ITEM 2.  DESCRIPTION OF PROPERTY

         We lease 500 square feet of office space which we use for our corporate
headquarters at 4126 Delp Street, Suite 200, Memphis, TN, 38118, from Lynn
Whitsett Corporation. We currently are not charged for the use of this property.
We believe that the property is suitable for its current usage, and that it is
adequately insured.

ITEM 3.  LEGAL PROCEEDINGS

         We are not party to any litigation and to our knowledge, no action,
suit or proceeding against us has been threatened by any person or entity.

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

No matters were submitted to a vote of security holders during the fourth
quarter of 2002.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Our common stock has been quoted under the symbol DVTS since July 31,
2002. Our common stock was traded under the symbol VOIP from February 25, 2002
until July 30, 2002. Prior to that time, our common stock was traded under the
symbol VOTM. The common stock is quoted on the OTC Bulletin Board. The following
is a list of the high and low bid quotations by fiscal quarters for 2002 and
2001:

<TABLE>
<CAPTION>
                                                                  2002
                                                                  ----
                                                            Low           High
                                                            ----          ----
<S>                                                         <C>           <C>
Quarter ended March 31, 2002..........................      0.01          2.25
Quarter ended June 30, 2002...........................      0.30          1.10
Quarter ended September 30, 2002......................      0.15          0.34
Quarter ended December 31, 2002.......................      0.22          0.85
</TABLE>





<PAGE>

<TABLE>
<CAPTION>
                                                                  2001
                                                                  ----
                                                             Low          High
                                                            ----          ----
<S>                                                         <C>           <C>
Quarter ended March 31, 2001..........................      0.08          0.70
Quarter ended June 30, 2001...........................      0.02          0.28
Quarter ended September 30, 2001......................      0.02          0.12
Quarter ended December 31, 2001.......................      0.01          0.04
</TABLE>

        We estimate that there were approximately 116 holders of record of our
common stock as of December 31, 2002. Brokerage account holders have been
counted as one holder of record.

        The quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commissions and may not represent actual transactions. The
quotations were obtained from MarketWatch.com.

DIVIDENDS

        We have not paid a cash dividend on our common stock during the past two
fiscal years. We do not anticipate paying dividends during the foreseeable
future.

EQUITY COMPENSATION PLANS

        At December 31, 2002, we did not have any equity compensation plans.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

        THE FOLLOWING INFORMATION SPECIFIES CERTAIN FORWARD-LOOKING STATEMENTS
THAT ARE NOT HISTORICAL FACTS. THESE STATEMENTS REPRESENT OUR EXPECTATIONS OR
BELIEFS, INCLUDING BUT NOT LIMITED TO, STATEMENTS CONCERNING FUTURE
ACQUISITIONS, FUTURE OPERATING RESULTS, STATEMENTS CONCERNING INDUSTRY
PERFORMANCE, CAPITAL EXPENDITURES, FINANCINGS, AS WELL AS ASSUMPTIONS RELATED TO
THE FOREGOING. FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF
FORWARD-LOOKING TERMINOLOGY SUCH AS "MAY", "SHALL", "WILL", "COULD", "EXPECT",
"ESTIMATE", "ANTICIPATE", "PREDICT", "SHOULD", "CONTINUE" OR SIMILAR TERMS,
VARIATIONS OF THOSE TERMS OR THE NEGATIVE OF THOSE TERMS. FORWARD-LOOKING
STATEMENTS ARE BASED ON CURRENT EXPECTATIONS AND INVOLVE VARIOUS RISKS AND
UNCERTAINITIES THAT COULD CAUSE ACTUAL RESULTS AND OUTCOMES FOR FUTURE PERIODS
TO DIFFER MATERIALLY FROM ANY FORWARD-LOOKING STATEMENT OR VIEW EXPRESSED
HEREIN. OUR FINANCIAL PERFORMANCE AND THE FORWARD-LOOKING STATEMENTS CONTAINED
IN THIS REPORT ARE FURTHER QUALIFIED BY OTHER RISKS INCLUDING THOSE SET FORTH
FROM TIME TO TIME IN DOCUMENTS FILED BY US WITH THE SEC.

INTRODUCTION

        Prior to March 29, 2002, we delivered international long distance
service via flexible, server-based networks consisting of re-sale arrangements
with other long distance providers primarily through its wholly-owned
subsidiary, Access Communications, Inc. On March 29, 2002, we sold Access
Communications. The sale represents the disposal of a business segment. The
results of this business segment have been classified as discontinued, and the
prior year's balances have been restated to reflect such classification. On July
1, 2002, we acquired 100% of the outstanding stock of Global Holdings, Inc. and
shifted our business focus towards acquiring businesses related to the
manufacturing and distribution of materials used in the refractory business.
Because of the change in our business focus from the long distance industry to
the refractory industry and the disposal of our long distance business, a
comparison of 2002 results of operations to 2001 results of operations would not
be beneficial and is not presented.



<PAGE>

RESULTS OF OPERATIONS

         Revenue. Our revenue from continuing refractory operations in 2002 was
$191,460. Our revenue was derived from three customers. Two of these customers
are related companies controlled by family members of a major stockholder and
director of our company and represented $153,742 (80.3%) and $23,933 (12.5%),
respectively, of our revenue.

         Operating Expenses. Our operating expenses from continuing operations
for the year ended December 31, 2002 totaled $639,612. Of this amount, $405,029
represented payments of professional and consulting services primarily related
to the acquisition of Global Holdings, and another pending acquisition. We
incurred salary expense of $180,729, primarily in connection with our former
telecom-related operations. We incurred $31,873 of marketing and advertising
expenses to develop the logos and brands for Diversified Thermal Solutions and
RIS Group, and to announce and market our new products resulting from our
distribution agreements with Reno Refractories and Henan General Machinery.

         Discontinued Operations. The disposal of the Access Communications
business segment resulted in a gain of $830,752.

LIQUIDITY AND CAPITAL RESOURCES

         Currently, our losses from continuing operations have been funded by a
major shareholder and a related company that is also a customer. These advances
are non-interest bearing and have no stated repayment terms. We are currently
seeking funding for our pending acquisition as well as for a working capital and
acquisition line of credit. There is no assurance that additional funding will
be available under favorable terms, if at all. Our inability to raise additional
funding will harm our ability to implement our business plan which will, in
turn, hurt our ability to generate revenue. Our independent auditors have
expressed their concern that our continuing cash requirements, among other
things, raise substantial doubt about our ability to continue as a going
concern.


<PAGE>

ITEM 7   FINANCIAL STATEMENTS

                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S>                                                                           <C>
Report of Armando C. Ibarra, CPA, Independent Auditor.........................F-1
Report of  Coulter & Justus, P.C., Independent Auditor........................F-2
Consolidated Balance Sheets...................................................F-3
Consolidated Statements of Operations.........................................F-4
Consolidated Statements of Stockholders' Deficit..............................F-5
Consolidated Statements of Cash Flows.........................................F-6
Notes to Consolidated Financial Statements....................................F-8
</TABLE>



<PAGE>



            Report of Armando C. Ibarra, C.P.A., Independent Auditor

The Board of Directors
VoIP Telecom, Inc.
(Formerly Presidents Telecom, Inc.)


We have audited the accompanying balance sheets of VoIP Telecom, Inc. (Formerly
Presidents Telecom, Inc.) as of December 31, 2001 and 2000 and the related
statements of operations, changes in stockholders' equity, and cash flows for
the years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit. The financial statements of VoIP
Telecom, Inc. from May 4, 1987 to December 6, 2000 were audited by other
auditors whose reports have been furnished to us, and our opinion, insofar as it
relates to the cumulative data through December 31, 2000, is based solely on the
reports of the other auditors.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of VoIP Telecom, Inc.
as of December 31, 2001, and the results of their operations and their cash
flows for the year then ended in conformity with generally accepted accounting
principles, and the cumulative totals from May 4, 1987 through December 31,
2000. Our opinion, insofar as it relates to the cumulative data through December
31, 2000, is based solely on the report of the other auditors.


                                         /s/ Armando C. Ibarra, C.P.A.

Chula Vista, California
March 4, 2002







                                      F-1
<PAGE>


              Report of Coulter & Justus, P.C., Independent Auditor


The Board of Directors
Diversified Thermal Solutions, Inc.


We have audited the accompanying consolidated balance sheet of Diversified
Thermal Solutions, Inc. (formerly known as VoIP Telecom, Inc.) and subsidiaries
as of December 31, 2002, and the related consolidated statements of operations,
stockholders' deficit and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit. The financial statements of Diversified Thermal Solutions, Inc. for
the year ended December 31, 2001, were audited by other auditors whose report
dated March 4, 2002, expressed an unqualified opinion on those statements.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Diversified Thermal Solutions, Inc. and subsidiaries at December 31, 2002, and
the consolidated results of its operations and its cash flows for the year then
ended in conformity with accounting principles generally accepted in the United
States of America.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 9, the
Company's continuing cash requirements, among other things, raise substantial
doubt about its ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 9. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.


                                         /s/ Coulter & Justus, P.C.


Knoxville, Tennessee
February 13, 2003






                                      F-2
<PAGE>


                       Diversified Thermal Solutions, Inc.

                           Consolidated Balance Sheets


<TABLE>
<CAPTION>
                                                                        DECEMBER 31
                                                                   2002             2001
                                                               ------------------------------
                                                                                 (RESTATED)
<S>                                                            <C>               <C>
ASSETS
Current assets:
   Cash                                                        $     14,188      $      8,790
   Receivables:
     Trade                                                           12,260           269,591
     Related company                                                 59,009            28,781
     Note                                                                --           200,823
                                                               ------------------------------
   Total receivables                                                 71,269           499,195
   Unbilled revenue to related company                               11,827                --
   Refundable income taxes                                            8,068             8,068
                                                               ------------------------------
 Total current assets                                               105,352           516,053

 Equipment, furniture and fixtures                                       --           569,448
 Less accumulated depreciation                                           --          (246,131)
                                                               ------------------------------
 Net equipment, furniture and fixtures                                   --           323,317

 Deferred bond and acquisition costs                                192,395                --
 Deposits                                                                --            55,354
                                                               ------------------------------
 Total assets                                                  $    297,747      $    894,724
                                                               ==============================

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
   Accounts payable and accrued expenses                       $    294,034      $  1,104,319
   Advances from related parties:
     Shareholder                                                    120,184           702,010
     Related company                                                124,063                --
                                                               ------------------------------
   Total advances from related parties                              244,247           702,010
                                                               ------------------------------
Total current liabilities                                           538,281         1,806,329

Stockholders' deficit:
   Common stock, par value $0.0001, authorized
     100,000,000 shares, issued and outstanding 20,242,571
     shares in 2002 and 17,036,149 shares in 2001                     2,024             1,704
   Additional paid-in capital                                    10,870,767        10,226,536
   Accumulated deficit                                          (11,113,325)      (11,139,845)
                                                               ------------------------------
Net stockholders' deficit                                          (240,534)         (911,605)
                                                               ------------------------------
Total liabilities and stockholders' deficit                    $    297,747      $    894,724
                                                               ==============================
</TABLE>


See accompanying Notes to Consolidated Financial Statements.



                                      F-3

<PAGE>


                       Diversified Thermal Solutions, Inc.

                      Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                               YEAR ENDED DECEMBER 31
                                                                2002           2001
                                                             --------------------------
                                                                            (RESTATED)
<S>                                                          <C>            <C>
Revenues:
   Related companies                                         $ 177,699      $        --
   Other                                                        13,761               --
                                                             --------------------------
Total revenues                                                 191,460               --
Costs of goods sold                                            174,628               --
                                                             --------------------------
Gross profit                                                    16,832               --

Operating expenses:
   Professional and consulting services                        405,029        1,382,975
   Salaries                                                    180,729               --
   Management fees                                                  --           55,000
   Marketing and advertising                                    31,873               --
   Office and administration                                    21,981           44,975
                                                             --------------------------
 Total operating expenses                                      639,612        1,482,950
                                                             --------------------------

 Operating loss                                               (622,780)      (1,482,950)

 Other expenses:
   Interest                                                         --          (63,066)
   Loss on disposal of equipment                                (8,857)              --
   Other                                                            --          (12,867)
                                                             --------------------------
 Total other expenses                                           (8,857)         (75,933)
                                                             --------------------------

 Loss from continuing operations                              (631,637)      (1,558,883)

 Discontinued operations:
   Loss from operations of discontinued business segment      (172,595)        (334,920)
   Gain on disposal of business segment                        830,752               --
                                                             --------------------------
 Income (loss) from discontinued operations                    658,157         (334,920)
                                                             --------------------------

 Net income (loss)                                           $  26,520      $(1,893,803)
                                                             ==========================


 Basic earnings (loss) per share:
   Continuing operations                                     $   (0.03)     $     (0.09)
   Discontinued operations                                        0.03            (0.02)
                                                             --------------------------
 Net basic earnings (loss) per share                         $      --      $     (0.11)
                                                             ==========================

</TABLE>

See accompanying Notes to Consolidated Financial Statements.




                                      F-4
<PAGE>


                       Diversified Thermal Solutions, Inc.

                Consolidated Statements of Stockholders' Deficit

<TABLE>
<CAPTION>
                                                NUMBER OF
                                                 SHARES                        ADDITIONAL                         TOTAL
                                               ISSUED AND         COMMON         PAID-IN        ACCUMULATED   STOCKHOLDERS'
                                               OUTSTANDING         STOCK         CAPITAL          DEFICIT        DEFICIT
                                             ------------------------------------------------------------------------------
<S>                                          <C>                  <C>          <C>              <C>            <C>
Balance at January 1, 2001 (restated)        16,483,710            $1,648      $ 9,144,214      $ (9,246,042)  $  (100,180)
   Shares issued for services                   552,439                56        1,082,322                --     1,082,378
   Net loss for 2001 (restated)                      --                --               --        (1,893,803)   (1,893,803)
                                             ------------------------------------------------------------------------------
Balance at December 31, 2001 (restated)      17,036,149             1,704       10,226,536       (11,139,845)     (911,605)
   Shares issued for services and
     accrued liabilities                      3,206,422               320          644,231                --       644,551
   Net income for 2002                               --                --               --            26,520        26,520
                                             ------------------------------------------------------------------------------
Balance at December 31, 2002                 20,242,571            $2,024      $10,870,767      $(11,113,325)  $  (240,534)
                                             ==============================================================================
</TABLE>



See accompanying Notes to Consolidated Financial Statements.







                                      F-5

<PAGE>

                       Diversified Thermal Solutions, Inc.

                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                               YEAR ENDED DECEMBER 31
                                                                2002           2001
                                                             --------------------------
                                                                             (RESTATED)
<S>                                                          <C>            <C>
OPERATING ACTIVITIES
Net income (loss)                                            $  26,520      $(1,893,803)
Adjustments to reconcile net income (loss) to
   net cash provided by (used in) operating activities:
     Gain on sale of subsidiary                               (830,752)              --
     Depreciation                                               34,720          134,079
     Loss on disposal of equipment                               8,857               --
     Stock issued for services                                 494,021        1,082,378
     Changes in operating assets and liabilities, net of
       subsidiary sale:
         Receivables                                               715         (123,739)
         Unbilled revenue to related company                   (11,827)              --
         Prepaid expenses                                           --            2,906
         Checks outstanding in excess of cash                  346,868               --
         Accounts payable and accrued expenses                  80,561         (132,476)
         Deposits                                                   --          (55,354)
                                                             --------------------------
Net cash provided by (used in) operating activities            149,683         (986,009)

INVESTING ACTIVITIES
Purchases of equipment, furniture and fixtures                 (15,542)          (6,000)
Proceeds from sale of equipment, furniture and fixtures             --          755,583
                                                             --------------------------
Net cash (used in) provided by investing activities            (15,542)         749,583

FINANCING ACTIVITIES
Net (repayments to) advances from related parties             (128,743)             135
Increase in note receivable                                         --          (74,531)
Increase in loan payable                                            --          269,173
                                                             --------------------------
Net cash (used in) provided by financing activities
                                                              (128,743)         194,777
                                                             --------------------------

Net increase (decrease) in cash                                  5,398          (41,649)

Cash at beginning of year                                        8,790           50,439
                                                             --------------------------
Cash at end of year                                          $  14,188      $     8,790
                                                             ==========================


Supplemental disclosure of cash flow information

Cash paid for interest                                       $      --      $    63,066
                                                             ==========================
</TABLE>



                                      F-6

<PAGE>


                       Diversified Thermal Solutions, Inc.

                Consolidated Statements of Cash Flows (continued)


Supplemental schedule of noncash activities

During March 2002, the Company sold its wholly-owned subsidiary, Access
Communications, Inc. as further discussed in Note 2. This sale is summarized as
follows:

<TABLE>
<S>                                                                    <C>
     Net assets sold and liabilities assumed:
       Receivables                                                     $ 427,211
       Equipment, furniture and fixtures                                 295,282
       Deposits                                                           55,354
       Checks outstanding in excess of bank balance                     (346,868)
       Accounts payable and accrued expenses                            (932,711)
       Advances from related parties                                    (329,020)
                                                                       ---------
     Net assets sold and liabilities assumed                           $(830,752)
                                                                       =========
</TABLE>

Additionally during 2001, the Company retired $300,000 in common stock as a
result of the rescission of a previous acquisition.










See accompanying Notes to Consolidated Financial Statements.





                                      F-7
<PAGE>


                       Diversified Thermal Solutions, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements of Diversified Thermal
Solutions, Inc. (the "Company"), formerly known as VoIP Telecom, Inc., include
the accounts of Diversified Thermal Solutions, Inc. and its wholly-owned
subsidiaries, DT Solutions, Inc. (formerly Global Holdings, Inc.) and Refractory
& Industrial Supply Group, Inc. Also, they include the accounts of Access
Communications, Inc., the Company's sold subsidiary discussed in Note 2, through
March 29, 2002. All intercompany balances and transactions have been eliminated.

Additionally, the consolidated financial statements have been retroactively
restated as of December 31, 2001, and for the year ended December 31, 2001, to
reflect the Company's acquisition of Global Holdings, Inc. discussed in Note 3
and the discontinued operations discussed in Note 2.

Revenue Recognition

The Company recognizes revenues at the time of shipment. Shipping and handling
costs are classified as a component of costs of goods sold.

Major Customers and Credit Concentrations

The Company's revenues from continuing operations for 2002 were derived from
three customers. Two of these customers are related companies controlled by
family members of a major stockholder and Company board member and represented
80.3% and 12.5%, respectively, of these revenues. Two customers accounted for
all of the Company's accounts receivable at December 31, 2002, with one of the
related companies comprising 82.8% of the balance. The Company performs ongoing
credit evaluations of its customers' financial condition, but does not require
collateral on accounts receivable. The Company charges accounts to bad debt
expense as they are determined to be uncollectible based, in part, on a review
of aging and collections. Other than the write-off of the note receivable
associated with the Company's sale of its subsidiary discussed in Note 2, credit
losses have historically not been significant.

Property and Equipment

Property and equipment was carried at cost. Repairs and maintenance are charged
to expense as incurred. Depreciation was computed using the straight-line method
over the estimated useful lives of the assets.

Advertising Costs

Advertising costs are expensed as incurred.






                                      F-8
<PAGE>


                       Diversified Thermal Solutions, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.

Fair Value of Financial Instruments

The fair value of the Company's financial instruments approximates their
carrying value based upon the type and nature of the financial instruments.

Reclassification

Certain amounts in the prior year have been reclassified to conform with 2002
classifications.

2.  DISCONTINUED OPERATIONS

Prior to March 29, 2002, the Company delivered international long distance
service via flexible, server-based networks consisting of re-sale arrangements
with other long distance providers, primarily through its wholly-owned
subsidiary, Access Communications, Inc. On March 29, 2002, the Company sold 100%
of the common stock of Access Communications, Inc. to an independent third party
in exchange for a note receivable of $399,057. At the time of the sale, the
subsidiary had net liabilities of $830,752 and, accordingly, the Company
reported a gain on sale of subsidiary of $1,229,809. Subsequent to this sale,
the Company determined the note receivable was not collectible and decreased the
receivable and the previously reported gain by $399,057. The sale of Access
Communications, Inc. represents the disposal of a business segment under
Financial Accounting Standards Board ("FASB") Statement No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets". Accordingly, results of this
operation have been classified as discontinued and the prior year balances have
been restated.

Operating results of this discontinued business segment are as follows:

<TABLE>
<CAPTION>
                                                                 YEAR ENDED DECEMBER 31
                                                                2002               2001
                                                            ------------------------------
<S>                                                         <C>                  <C>
     Revenues                                               $   18,700           $ 890,698
                                                            ==============================

     Loss from discontinued operations                      $ (172,595)          $(334,920)
     Gain on disposal of business segment                      830,752                  --
                                                            ------------------------------
     Income (loss) from discontinued operations             $  658,157           $(334,920)
                                                            ==============================
</TABLE>




                                      F-9
<PAGE>


                       Diversified Thermal Solutions, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.  DISCONTINUED OPERATIONS (CONTINUED)

Assets and liabilities of the discontinued operations were as follows as of
December 31, 2001:

<TABLE>
<S>                                                                           <C>
     Current assets                                                           $   353,698
     Net equipment, furniture and fixtures                                        294,805
     Deposits                                                                      55,354
     Current liabilities (including $595,030 of intercompany accounts)         (1,409,041)
                                                                              -----------
     Net liabilities                                                          $  (705,184)
                                                                              ===========
</TABLE>

3.  ONGOING COMPANY OPERATIONS

Subsequent to the sale of Access Communications, Inc. discussed in Note 2, the
Company operated essentially as a shell company for the purpose of acquiring
businesses related to the manufacturing and distribution of materials used in
the refractory industry.

On July 1, 2002, the Company acquired all of the outstanding stock of Global
Holdings, Inc., a related entity by common ownership and control, via the
issuance of 15 million shares of common stock. In accordance with FASB Statement
No. 141, "Business Combinations", as a result of the companies being under
common control, the net liabilities of Global Holdings, Inc. were recorded at
their carrying amount of $166,665 as of the date of the acquisition. Subsequent
to the acquisition, Global Holdings, Inc. changed its name to DT Solutions, Inc.
This subsidiary currently has no operations; however, the Company intends for it
to operate as a manufacturer of specialized brick in the refractory industry
once the asset purchase discussed in Note 7 is completed.

During July 2002, Refractory & Industrial Supply Group, Inc. was formed to
operate as a distributor of refractory supplies. All of the current operations
of the Company are presently conducted through this subsidiary.

4.  INCOME TAXES

For tax purposes, the Company has net operating loss ("NOL") carryovers which
are available to offset future taxable income. These NOL carryovers expire as
follows:

<TABLE>
<CAPTION>
                  YEAR                 YEAR OF                       NOL
               GENERATED             EXPIRATION                    AMOUNT
               -------------------------------------------------------------
<S>                                  <C>                          <C>
                  2000                  2020                      $8,185,122
                  2001                  2021                       1,558,903
                  2002                  2022                         127,684
                                                                  ----------
                                                                  $9,871,709
                                                                  ==========
</TABLE>

The amount of future taxable income which may be offset by these NOL carryovers
is limited due the change of ownership which occurred in July 2002 and is
estimated to be approximately $80,000 annually.




                                      F-10


<PAGE>


                       Diversified Thermal Solutions, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4.  INCOME TAXES (CONTINUED)

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax assets and liabilities are as follows as of December
31:

<TABLE>
<CAPTION>
                                                                  2002               2001
                                                                ----------        ----------
<S>                                                             <C>               <C>
     Deferred tax asset--NOL carryovers                         $3,779,877        $4,239,221
     Less valuation allowance for deferred tax assets           (3,779,877)       (4,239,221)
                                                                ----------        ----------
     Net deferred tax asset                                     $       --        $       --
                                                                ==========        ==========
</TABLE>

The valuation allowance was decreased by $459,344 in 2002 and increased by
$725,000 in 2001 due to changes in deferred tax assets for which realization was
not assured.

Taxable income in 2002 was fully offset by NOL's. No income tax expense was
recognized in 2002, because no deferred benefits had been recorded related to
the NOL's generated in prior years. At the 34% statutory rate, the income tax
expense would have been approximately $9,000.

5.  COMPANY EQUITY TRANSACTIONS

During February 2002, the Company's Board of Directors declared a twenty-for-one
reverse stock split of the Company's common stock. All references to the number
of shares and per share amounts in the accompanying consolidated financial
statements have been adjusted to reflect the split on a retroactive basis.

During 2002, the Company issued 2,720,842 shares of common stock valued at
$494,021 for services. Additionally, the Company issued 485,580 shares valued at
$150,530 for accrued liabilities. Of these shares, 2,785,771 valued at $434,553
were issued to related parties including Company board members and their family.
The values were determined based on reported market price of the stock.

During 2001, the Company issued 552,439 shares of common stock valued at
$1,082,378 to certain shareholders, employees and debtors for services and
payments of debt. The values were determined based on reported market price of
the stock.

During 2000, the Company recognized a $2.2 million write-off of goodwill on a
business acquisition that was rescinded in 2001. Accordingly, the Company's
accumulated deficit previously reflected the write-off. The Company has
reclassified this $2.2 million write-off from accumulated deficit to additional
paid-in capital to properly reflect the rescission of this business acquisition.






                                      F-11
<PAGE>


                       Diversified Thermal Solutions, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

6.  OTHER RELATED PARTY TRANSACTIONS

The Company has received advances from a related company that is also a customer
and from a stockholder in order to meet its current obligations. These advances
are noninterest bearing and have no stated repayment terms.

7.  COMMITMENTS

The Company has entered into a letter of intent to acquire substantially all of
the assets, with the exception of cash and receivables, of a company that
manufactures specialized brick used in the refractory industry for approximately
$9 million. The funding of the acquisition is to be provided through industrial
revenue bonds and seller financing. The Company has received approval from the
bond issuing authority and expects to fund the acquisition during 2003.
Additionally, the Company has a preliminary agreement with a financial
institution to obtain a $300,000 line of credit once the acquisition is
complete. The Company has capitalized $192,395 in acquisition and bond costs
which will be allocated between direct costs of the acquisition and debt issue
costs upon completion of the acquisition. As of December 31, 2002, these costs
have not yet been paid and are included in accounts payable and accrued
expenses.

8.  EARNINGS (LOSS) PER SHARE DATA

Basic earnings (loss) per share assumes no dilution and is computed by dividing
income (loss) available to common shareholders by the weighted average number of
common stock outstanding during each period. Diluted earnings per share reflect,
in periods in which they have a dilutive effect, the effect of common shares
issuable upon the exercise of stock options or warrants, using the treasury
stock method of computing such effects and contingent shares. As the Company has
no outstanding stock options or warrants, there are no diluted earnings (loss)
per share.

The following table sets forth the computation of basic earnings (loss) per
share for the years ended December 31:

<TABLE>
<CAPTION>
                                                                        2002             2001
                                                                     ---------------------------
<S>                                                                  <C>              <C>
   Average shares outstanding                                        19,529,956       16,799,043
                                                                     ===========================

   Loss from continuing operations per share                             $(0.03)          $(0.09)
   Income (loss) from discontinued operations per share                    0.03            (0.02)
                                                                     ---------------------------
   Net income (loss) per share                                           $   --           $(0.11)
                                                                     ===========================
</TABLE>


As a result of the restatement related to the reverse stock split (Note 5) and
the acquisition of Global Holdings, Inc. (Note 3), the Company's net loss per
share has been restated for 2001 from $0.05 per share to $0.11 per share.





                                      F-12


<PAGE>


                       Diversified Thermal Solutions, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

9.  GOING CONCERN

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company's continuing cash
requirements, among other things, may indicate the Company will be unable to
continue as a going concern for a reasonable period of time. Management
recognizes the Company must maintain profitable operations and generate
additional funds in order to continue as a going concern. The Company
anticipates the recent changes made in its operations, along with the future
operations and related financing of the asset acquisition discussed in Note 7,
will provide the Company future positive cash flows necessary to continue as a
going concern.











                                      F-13

<PAGE>




ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

This information was previously reported on form 8-K filed on November 15, 2002.

                                    PART III

ITEM 9   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT


<TABLE>
<CAPTION>
                                 AGE AS OF                                                       YEAR
                                 FEBRUARY                                                   FIRST ELECTED
              NAME               28, 2003                 POSITION(S)                         DIRECTOR
              ----               --------                 -----------                         --------
<S>                              <C>      <C>                                               <C>
         B. Grant Hunter            39    President and Chief Executive Officer                  2001
         Julie R. Dean              31    Chief Financial Officer                                 --
         John F. Curry              44    Secretary Treasurer, Vice President of Operations,     2002
                                          Director
         Ed H. Gatlin               62    Director                                               2001
         Jerry W. Hunter            65    Director                                               2002
         W. Burley Shedd            46    Director                                               2001
</TABLE>

         B. GRANT HUNTER became our Chief Executive Officer in 2001. Mr. Hunter
is currently Vice President of Lynn Whitsett Corporation, and has served in that
position since 1986. Lynn Whitsett specializes in the construction of high
temperature process vessels. Mr. Hunter is the son of Jerry W. Hunter.

         JULIE R. DEAN was appointed Chief Financial Officer in November 2002.
She has been employed by iDrive, LLC as an Accounting Software Consultant since
January 2003. From May 2002 to present, Ms. Dean has worked as an independent
accounting consultant. Prior to that time, Ms. Dean served as a Manager of
Accounting and Finance for Freeliant, Inc., as a Senior Auditor with Andersen,
PLLC, and as a Senior Auditor with Rhea & Ivy, PLLC.

         JOHN F. CURRY has been a director since 2002. Mr. Curry has been
employed by Knight & Wilson, Inc. as a Risk Manager since February 2001. Prior
to that time, Mr. Curry was self-employed.

         ED GATLIN has been a director since his election to the Board in 2001.
He is a partner and Chairman of Empire Express, Inc.

         JERRY W. HUNTER has been a director with the Company since 2002. He is
the President and sole stockholder of Lynn Whitsett Corporation. Mr. Hunter is
the father of B. Grant Hunter.

         W. BURLEY SHEDD has been a director since 2001. Mr. Shedd is the
General Manager of the Mobile, AL division of Lynn Whitsett Corporation.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

         Section 16(a) of the Securities Exchange Act of 1934 requires our
executive officers and directors and the holders of greater than 10% of our
common stock to file initial reports of ownership and reports of changes in
ownership with the Securities and Exchange Commission ("SEC"). Executive
officers and directors are required by SEC regulations to furnish us with copies
of these reports. Based solely on a review of written representations from such
officers, directors and shareholders with respect to the period from January 1,
2002 through December 31, 2002, we are not aware of any required Section 16(a)
reports that were not filed on a timely basis, with the following exceptions:

         B. Grant Hunter inadvertently failed to report becoming a director,
officer, and greater than 10% shareholder, these events were reported on a Form
3 filed on January 2, 2003.






<PAGE>

         John F. Curry inadvertently failed to report his becoming a director
and greater than 10% shareholder, but these events were reported on a Form 3
filed on January 15, 2003.

ITEM 10  EXECUTIVE COMPENSATION

         The compensation of the Chief Executive Officer of the Company and each
other executive officer who received compensation in excess of $100,000 for
2002, 2001, and 2000 is described in the table set forth below.

<TABLE>
<CAPTION>
                                        Annual Compensation               Long-Term Compensation
                                   -----------------------------  ------------------------------------
                                                                         Awards               Payouts
                                                                  -----------------------     --------
                                                                               Securities
      Name                                              Other     Restricted   Underlying
      and                                               Annual       Stock      Options/        LTIP        All Other
    Principal                      Salary   Bonus   Compensation    Awards(s)      SARs        Payouts    Compensation
    Position              Year       ($)     ($)         ($)          ($)          (#)           ($)          ($)
      (a)                 (b)        (c)     (d)         (e)          (f)          (g)           (h)          (i)
    --------              ----     ------   -----   ------------  -----------  ----------      -------    ------------
<S>                       <C>      <C>      <C>     <C>           <C>          <C>             <C>        <C>
B. Grant Hunter           2002     149,449
                          2001     121,153
                          2000
</TABLE>


ITEM 11  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth the number and the percentage of shares
of our outstanding common stock that were beneficially owned by our Chief
Executive Officer, our four other most highly compensated executive officers
(including officers of subsidiaries, if applicable), our directors, nominees for
directorships, all directors and named executive officers as a group, and all
persons known to us to be a "beneficial owner," as such term is defined by the
rules of the Securities and Exchange Commission, of more than 5% of the
outstanding shares of our common stock as of December 31, 2002.

<TABLE>
<CAPTION>
                                                               NUMBER OF SHARES OF
                                                            COMMON STOCK BENEFICIALLY          PERCENT OF
               NAME AND ADDRESS*                          OWNED AS OF DECEMBER 31, 2002         CLASS(1)
               -----------------                          -----------------------------        ----------
<S>                                                       <C>                                  <C>
B. Grant Hunter                                                     9,468,229                     47%
John F. Curry                                                       7,683,714                     38%
Julie R. Dean                                                              --                     --
Ed Gatlin                                                              42,837                     **
Jerry W. Hunter                                                        51,613                     **
W. Burley Shedd                                                         3,550                     **
Named executive officers and directors as a group
   (__ individuals)                                                17,249,943                     85%
</TABLE>

*  The address is 4126 Delp Street, Memphis, TN, 38118
** Less than 1% of the outstanding shares of our common stock.

(1)     Beneficial ownership is determined in accordance with the rules of the
        Securities and Exchange Commission and includes voting or investment
        power with respect to securities. The number of shares of common stock
        outstanding used in calculating the percentage for each listed
        individual includes 20,242,571 shares of common stock outstanding as of
        December 31, 2002. There are no shares of our common stock underlying
        options or warrants that are currently exercisable or that are
        exercisable within 60 days of



<PAGE>

        December 31, 2002. Except for shares held jointly with a person's spouse
        or subject to applicable community property laws, or as indicated in the
        footnotes to this table, each shareholder identified in the table
        possesses sole voting power and investment power with respect to all
        shares of common stock shown as beneficially owned by such shareholder.

ITEM 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Lynn Whitsett Corporation, a corporation owned by one of our directors,
Mr. Jerry Hunter, purchased approximately $153,742 in refractory materials from
the Company. These purchases accounted for 80.3% of our 2002 revenues from
continuing operations. Mr. Hunter and his son, B. Grant Hunter, who is our
President and Chief Executive Officer, own Industrial Services Corp., a customer
whose 2002 refractory materials purchases totaled approximately $23,933, and
accounted for 12.5% of our 2002 revenues from continuing operations.

         Lynn Whitsett Corporation has provided noninterest-bearing advances to
the Company with no stated repayment terms, and we also lease our principal
place of business from Lynn Whitsett Corporation. We issued 369,168 shares of
common stock to Lynn Whitsett Corporation in 2002 in exchange for Lynn
Whitsett's funding of operating cash flow needs.

ITEM 13  EXHIBITS AND REPORTS ON FORM 8-K

        (a)     The following exhibits are filed as part of this report:

<TABLE>
<CAPTION>
                       EXHIBIT NUMBER:       DESCRIPTION OF EXHIBIT
                       ---------------       ----------------------
<S>                                          <C>
                            99.1             Section 906 Certification of B. Grant Hunter
                            99.2             Section 906 Certification of Julie R. Dean
</TABLE>

        (b)     The Company filed a report on Form 8-K on November 15, 2002, to
                disclose the termination of the Company's Independent Auditors.
                The Company reported that it had no disagreements with the
                terminated accounting firm on any matter of accounting
                principles or practices, financial statement disclosure or
                auditing scope or procedure. The Company reported no
                accountant's report on the financial statements for the two
                years preceding the termination containing an adverse opinion or
                a disclaimer of opinion, or qualification or modification as to
                uncertainty, audit scope or accounting principles. The Company
                also reported that it has engaged, and ratified the engagement,
                of the firm of Coulter & Justus, P.C. as the Company's
                independent auditors.

ITEM 14. CONTROLS AND PROCEDURES.

         We have instituted disclosure controls and procedures designed to
ensure the timely recording, processing, summarization and reporting to our
management, including our Chief Executive Officer, of information required to be
disclosed in our reports under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Within the 90 days prior to the filing date of this Annual
Report on Form 10-KSB, we have performed an evaluation of the effectiveness of
the design and operation of these controls under the supervision and with the
participation of our management, including our Chief Executive Officer. Based
upon that evaluation, the Chief Executive Officer has concluded that the
disclosure controls and procedures effectively alert management to material
information related to the Company in a manner which allows timely decisions
regarding required disclosures of such information. In the design and evaluation
of our disclosure controls and procedures, management has recognized that risks
of misstatements due to error, failures in compliance, or changes in conditions
are inherent in any cost-effective control system. Thus, management can provide
only reasonable assurance that its controls and procedures will achieve their
stated goals under all potential future conditions. There have been no
significant changes in our internal controls or in other factors that could
significantly affect these controls subsequent to the date of management's
evaluation.


<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                          DIVERSIFIED THERMAL SOLUTIONS, INC.

Date: March 31, 2003                      By:  /s/ B. Grant Hunter
                                               ------------------------------
                                               B. Grant Hunter
                                               Chief Executive Officer

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
          SIGNATURE                                    TITLE                              DATE
          ---------                                    -----                              ----
<S>                                     <C>                                          <C>
      /s/ John F. Curry                 Secretary-Treasurer, Vice President of       March 31, 2003
--------------------------------                Operations, and Director
         John F. Curry

     /s/ Julie R. Dean
--------------------------------
         Julie R. Dean                    Chief Financial Officer                    March 31, 2003

      /s/ Ed H. Gatlin
--------------------------------
          Ed H. Gatlin                            Director                           March 31, 2003

     /s/ Jerry W. Hunter
--------------------------------
        Jerry W. Hunter                           Director                           March 31, 2003

     /s/ W. Burley Shedd
--------------------------------
        W. Burley Shedd                           Director                           March 31, 2003
</TABLE>



<PAGE>


                        CERTIFICATION OF B. GRANT HUNTER

I, B. Grant Hunter, certify that:

(1) I have reviewed this annual report on Form 10-K of Diversified Thermal
Solutions, Inc.;

(2) Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

(3) Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

(4) The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this annual report is being
     prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of the date within 90 days prior to filing date of this
     annual report (the "Evaluation Date"); and

     c) presented in this annual report our conclusions about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

(5) The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):

     a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

(6) The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: March 31, 2003                                /s/ B. GRANT HUNTER
                                                    -------------------
                                                    B. Grant Hunter
                                                    Chief Executive Officer


<PAGE>


                         CERTIFICATION OF JULIE R. DEAN


I, Julie R. Dean, certify that:

(1) I have reviewed this annual report on Form 10-K of Diversified Thermal
Solutions, Inc.;

(2) Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

(3) Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

(4) The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this annual report is being
     prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of the date within 90 days prior to filing date of this
     annual report (the "Evaluation Date"); and

     c) presented in this annual report our conclusions about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

(5) The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):

     a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

(6) The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: March 31, 2003                          /s/ JULIE R. DEAN
                                              -----------------
                                              Julie R. Dean
                                              Chief Financial Officer