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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-QSB

Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

(MARK ONE)

x
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934for the quarterly period ended June 30, 2003ORo
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934for the transition period from                       to


Commission File Number: 000-28047



DIVERSIFIED THERMAL SOLUTIONS,
INC.


(Exact name of issuer as specified in charter)


Nevada
    
    94-3342064(State or other jurisdiction
of incorporation)
    
    (I.R.S. Employer
Identification No.)




4126 Delp Street, Memphis,
Tennessee 38118
(Address of principal executive offices)


Registrants telephone number, including area code (901) 365-7650

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the latest practicable date.

Common Stock,
$0.0001 Par value
(Class of Stock)
    
    20,242,571 shares
(Shares outstanding as of August 14, 2002)






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|                                              |                                                                    |                                                                  |  |  |  |  |  | 
|--------------------------------------------- | ------------------------------------------------------------------ | ---------------------------------------------------------------- |  |  |  |  |  | 
|                                              |                                                                    | Condensed Consolidated Balance Sheets                           
|                                              |                                                                    | Condensed Consolidated Statements of Operations (Unaudited)     
|                                              |                                                                    | Condensed Consolidated Statements of Cash Flows (Unaudited)     
|                                              |                                                                    | Notes to Condensed Consolidated Financial Statements (Unaudited)
|                                              | ITEM 2. Managements Discussion and Analysis or Plan of Operation.
|                                              | Item 3. Controls and Procedures                                   
|                                              | Item 4. Items Voted on at Annual Meeting of Shareholders          
|PART II. OTHER INFORMATION                   
|                                              | Item 6.  Exhibits and Reports on Form 8-K                         
|SIGNATURES                                   
|Ex-31.1 Section 302 Certifications of the CEO
|Ex-31.2 Section 302 Certifications of the CFO
|Ex-32.1 Section 906 Certifications of the CEO
|Ex-32.2 Section 906 Certifications of the CFO



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Diversified Thermal Solutions, Inc.INDEX TO FORM 10-QSB

PagePart I. Financial InformationItem 1. Financial StatementsCondensed Consolidated Balance Sheets
    3Condensed Consolidated Statements of Operations
    
    
    4Condensed Consolidated Statements of Cash Flows
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis or Plan of Operation
    
    
    10Item 3. Controls and Procedures
    
    
    11Part II. Other InformationItem 4. Items Voted On at Annual Meeting of Shareholders
    
    
    11Item 6. Exhibits and Reports on Form 8-K
    
    
    12


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Diversified Thermal Solutions, Inc.

Condensed Consolidated Balance Sheets




June 30
    
    December 312003
    
    2002(Unaudited)AssetsCurrent assets:Cash
    
    $
    
    
    
    $
    14,188Receivables:Trade, net
    
    
    19,386
    
    
    
    12,260Related party
    
    
    12,459
    
    
    
    59,009Total receivables
    
    
    31,845
    
    
    
    71,269Unbilled revenue to related company
    
    
    4,993
    
    
    
    11,827Refundable income taxes
    
    
    
    
    
    
    8,068Inventories
    
    
    4,000
    
    
    
    Total current assets
    
    
    40,838
    
    
    
    105,352Deferred loan and acquisition costs
    
    
    274,513
    
    
    
    192,395Total assets
    
    $
    315,351
    
    
    $
    297,747Liabilities and shareholders deficitCurrent liabilities:Checks outstanding in excess of bank balance
    
    $
    157
    
    
    $
    Accounts payable and accrued expenses
    
    
    312,169
    
    
    
    294,034Unearned revenue
    
    
    59,400
    
    
    
    Advances from related parties:Shareholder
    
    
    83,184
    
    
    
    120,184Related company
    
    
    186,388
    
    
    
    124,063Total advances from related parties
    
    
    269,572
    
    
    
    244,247Total current liabilities
    
    
    641,298
    
    
    
    538,281Shareholders deficit:Common stock, par value $0.0001, authorized
100,000,000 shares, issued and outstanding
20,242,571 shares
    
    
    2,024
    
    
    
    2,024Additional paid-in capital
    
    
    10,870,767
    
    
    
    10,870,767Accumulated deficit
    
    
    (11,198,738
    )
    
    
    (11,113,325
    )Net shareholders deficit
    
    
    (325,947
    )
    
    
    (240,534
    )Total liabilities and shareholders deficit
    
    $
    315,351
    
    
    $
    297,747


See accompanying Notes to Condensed Consolidated Financial Statements.

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Diversified Thermal Solutions, Inc.

Condensed Consolidated Statements of Operations (Unaudited)




Three months ended
    
    Six months endedJune 30
    
    June 302003
    
    2002
    
    2003
    
    2002(Restated)
    
    
    
    
    
    (Restated)Revenues:Related companies
    
    $
    25,564
    
    
    $
    
    
    
    $
    325,020
    
    
    $
    Other
    
    
    
    
    
    
    
    
    
    
    5,820
    
    
    
    Total revenues
    
    
    25,564
    
    
    
    
    
    
    
    330,840
    
    
    
    Costs of goods sold
    
    
    15,649
    
    
    
    
    
    
    
    320,614
    
    
    
    Gross profit
    
    
    9,915
    
    
    
    
    
    
    
    10,226
    
    
    
    Operating expenses:Professional and consulting
services
    
    
    25,203
    
    
    
    18,324
    
    
    
    60,017
    
    
    
    292,133Salaries
    
    
    
    
    
    
    98,047
    
    
    
    
    
    
    
    180,729Marketing and advertising
    
    
    8,306
    
    
    
    
    
    
    
    24,256
    
    
    
    13,443Office and administrative
    
    
    4,373
    
    
    
    7,499
    
    
    
    10,976
    
    
    
    8,110Total operating expenses
    
    
    37,882
    
    
    
    123,870
    
    
    
    95,249
    
    
    
    494,415Operating loss
    
    
    (27,967
    )
    
    
    (123,870
    )
    
    
    (85,023
    )
    
    
    (494,415
    )Interest expense
    
    
    
    
    
    
    
    
    
    
    390
    
    
    
    Loss from continuing operations
    
    
    (27,967
    )
    
    
    (123,870
    )
    
    
    (85,413
    )
    
    
    (494,415
    )Discontinued operations:Loss from operations of
discontinued business segment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (172,595
    )Gain on disposal of business
segment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    830,752Income from discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    658,157Net (loss) income
    
    $
    (27,967
    )
    
    $
    (123,870
    )
    
    $
    (85,413
    )
    
    $
    163,742Loss from continuing operations
per share
    
    $
    
    
    
    $
    (0.01
    )
    
    $
    
    
    
    $
    (0.02
    )Income from discontinued
operations per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.03Net (loss) income per share
    
    $
    
    
    
    $
    (0.01
    )
    
    $
    -
    
    
    $
    0.01


See accompanying Notes to Condensed Consolidated Financial Statements.

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Diversified Thermal Solutions, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

Six months ended June 302003
    
    2002(Restated)Operating activitiesNet (loss) income
    
    $
    (85,413
    )
    
    $
    163,742Adjustments to reconcile net (loss) income to net
cash (used in) provided by operating activities:Gain on sale of subsidiary
    
    
    
    
    
    
    (830,752
    )Depreciation
    
    
    
    
    
    
    19,178Stock issued for services
    
    
    
    
    
    
    494,021Changes in operating assets and liabilities, net
of subsidiary sale:Receivables
    
    
    39,424
    
    
    
    71,984Unbilled revenue to related company
    
    
    6,834
    
    
    
    Refundable income taxes
    
    
    8,068
    
    
    
    Inventories
    
    
    (4,000
    )
    
    
    Deferred loan and acquisition costs
    
    
    (18,193
    )
    
    
    Checks outstanding in excess of bank balance
    
    
    157
    
    
    
    346,868Accounts payable and accrued expenses
    
    
    (45,790
    )
    
    
    (20,978
    )Unearned revenue
    
    
    59,400
    
    
    
    Net cash (used in) provided by operating activities
    
    
    (39,513
    )
    
    
    244,063Financing activitiesNet repayments to related parties
    
    
    25,325
    
    
    
    (252,806
    )Net decrease in cash
    
    
    (14,188
    )
    
    
    (8,743
    )Cash at beginning of period
    
    
    14,188
    
    
    
    8,790Cash at end of period
    
    $
    
    
    
    $
    47


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:

Receivables
    
    $
    427,211Equipment, furniture and fixtures
    
    
    295,282Other assets
    
    
    55,354Checks 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
    )


Additionally, during the six months ended June 30, 2003, the Company has
$63,925 in deferred loan and acquisition costs related to the acquisition
discussed in Note 6 that have not yet been paid.

See accompanying Notes to Condensed Consolidated Financial Statements.

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Diversified Thermal Solutions, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of
Diversified Thermal Solutions, Inc. (the Company), formerly known as VoIP
Telecom, Inc., have been prepared in accordance with accounting principles
generally accepted in the United States of America for interim financial
information and pursuant to the rules and regulations of the Securities and
Exchange Commission. Accordingly, they do not include all of 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. Operating
results for the three and six month periods ended June 30, 2003 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 2003.

The condensed consolidated financial statements 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. All inter-company balances and transactions have been
eliminated.

Additionally, the condensed consolidated financial statements have been
retroactively restated for the three and six month periods ended June 30, 2002,
to reflect the Companys acquisition of Global Holdings, Inc. discussed in Note
3 and the discontinued operations discussed in Note 2.

For further information, refer to the consolidated financial statements and
notes thereto included in the Companys annual report on Form
10-KSB for the year ended December 31, 2002.

2. Discontinued Operations

Prior to March 29, 2002, the Company delivered international long distance
service via flexible, server-based networks consisting of resale 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 condensed
consolidated statements of income and cash flows for the three and six months
ended June 30, 2002 have been restated.

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Diversified Thermal Solutions, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)

2. Discontinued Operations (continued)

Operating results of this discontinued business segment for the six months
ended June 30, 2002 are as follows:

Revenues
    
    $
    18,700Loss from discontinued operations
    
    $
    (172,595
    )Gain on disposal of business segment
    
    
    830,752Income from discontinued operations
    
    $
    658,157


3. Ongoing Company Operations

Subsequent to the sale of Access Communications, Inc. previously discussed, 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 6 is
completed.

During July 2002, Refractory & Industry 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. Related Party Transactions

The Companys revenues from continuing operations for the six months ended June
30, 2003 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 98.2% of these revenues. These related companies also
represented 39.1% of the Companys accounts receivable at June 30, 2003.
Additionally, the Company has received advances from this related company and a
shareholder in order to meet its current obligations. These advances are
noninterest bearing and have no stated repayment terms.

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Diversified Thermal Solutions, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)

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
condensed consolidated financial statements have been adjusted to reflect the
split on a retroactive basis.

During the six months ended June 30, 2002, the Company issued 2,720,482 shares
of common stock valued at $494,021 to certain shareholders and employees for
their services. The values were determined based on reported market price of
the stock.

6. 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 business for
approximately $9 million. The funding of the acquisition is expected to be
provided through financial institution and seller financing. 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 $274,513 in acquisition and loan costs which will be allocated
between direct costs of the acquisition and debt issue costs upon completion of
the acquisition.

7. 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 is no diluted
earnings per share.

The following table sets forth the computation of basic earnings (loss) per
share for the periods indicated:

Three months ended
    
    Six months endedJune 30
    
    June 302003
    
    2002
    
    2003
    
    2002(Restated)
    
    
    
    
    
    (Restated)Average shares outstanding
    
    
    20,242,571
    
    
    
    19,756,340
    
    
    
    20,242,571
    
    
    
    19,232,975Loss from continuing
operations per share
    
    $
    
    
    
    $
    (0.01
    )
    
    $
    
    
    
    $
    (0.02
    )Income from discontinued
operations per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.03Net (loss) income per share
    
    $
    
    
    
    $
    (0.01
    )
    
    $
    
    
    
    $
    0.01


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Diversified Thermal Solutions, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)

7. Earnings (Loss) Per Share Data (continued)

As a result of the restatement related to the revision in the gain on disposal
of business segment (Note 2), the reverse stock split (Note 5)and the
acquisition of Global Holdings, Inc. (Note 3), the Companys net (loss) income
per share has been restated for the three and six months ended June 30, 2002
from $(0.03) per share to $(0.01) per share and $0.13 per share to $0.01 per
share, respectively.

8. Equity Incentive Plan

During the second quarter of 2003, the Company shareholders approved the 2003
Diversified Thermal Solutions, Inc. Equity Incentive Plan (the Plan) in an
effort to promote the interests of the Company and its shareholders. Under the
terms of the Plan, current and prospective officers and employees, and
directors of and consultants to the Company or its subsidiaries or affiliates
are eligible to be granted awards. Also under the terms of the Plan, the
Company is authorized to grant stock options, including both incentive stock
options and non-qualified stock options and is also authorized to grant stock
appreciation rights, either with or without a related option. The Company has
reserved 1,500,000 shares of authorized common stock for future issuance under
the Plan. No stock options or stock appreciation rights have yet been issued
under the Plan.

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 6,
will provide the Company future positive cash flows necessary to continue as a
going concern.

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ITEM 2. 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
uncertainties 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 our 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 results of
operations and cash flow for the three months ended March 31, 2002 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 2003 results of
operations to 2002 results of operations would not be beneficial and is not
presented.

Balance Sheets

As discussed in the footnotes to our financial statements, we have entered
into a letter of intent to acquire substantially all the assets of a company
that manufactures specialized brick used in the refractory business. As
discussed below, we have significantly reduced our operations in the second
quarter pending the completion of this acquisition. Accordingly, this has
resulted in a decrease in our accounts receivable at June 30, 2003. Also, as a
result of this intended acquisition, our deferred loan and acquisition costs
have increased $82,118 from December 31, 2002 to June 30, 2003. We have funded
these deferred loan and acquisition costs through advances from related parties
and increases in accounts payable and accrued expenses. Additionally, we have
recorded $59,400 as unearned revenue as a result of an advance payment received
on an item that was shipped in July 2003. This amount has been recorded as
unearned revenue at June 30, 2003. As a result of these matters, our current
liabilities have increased by $105,953 over the six months ended June 30, 2003.
There have been no other significant changes affecting our balance sheet since
December 31, 2002.

Results of Operations

Revenue  Our revenue from continuing refractory operations for the six
months ended June 30, 2003 was $330,840. However, only $25,564 was related to
the second quarter of 2003 due to the significant reduction in our operations,
as previously discussed. We expect our current operations to resume upon the
completion of the acquisition. Substantially all of our revenue was derived
from two customers, which are related companies controlled by family members of
a major stockholder and director of our Company.

Operating Expenses  Our operating expenses from continuing operations
for the six months ended June 30, 2003 totaled $95,249. Of this amount,
$60,017 represented payments of professional and consulting services. We
incurred no salary expense. We incurred $24,256 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. The remaining expenses
were routine office and administrative related.

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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.




Item 3. Controls and Procedures

(a)     Evaluation of Disclosure 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 Quarterly Report on Form 10-QSB, 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.




Item 4. Items Voted on at Annual Meeting of Shareholders

(a)  Election of Directors.

At the 2003 annual meeting of shareholders, held on June 19, 2003, five
directors were elected for terms that expire at the annual meeting of
shareholders in 2004. The votes per director were as follows:

Director
    
    Votes For
    
    Votes Against
    
    Votes
WithheldB. Grant Hunter
    
    
    17,183,395
    
    
    
    0
    
    
    
    3,059,176John F. Curry
    
    
    17,183,395
    
    
    
    0
    
    
    
    3,059,176Ed H. Gatlin
    
    
    17,183,395
    
    
    
    0
    
    
    
    3,059,176Jerry W. Hunter
    
    
    17,183,395
    
    
    
    0
    
    
    
    3,059,176


(b)  Approval of 2003 Diversified Thermal Solutions, Inc. Equity Incentive Plan

The 2003 Diversified Thermal Solutions, Inc. Equity Incentive Plan was
approved by the shareholders at the annual meeting of shareholders by a vote of
17,183,395 FOR, 0 AGAINST, and 3,059,176 WITHHELD.

(c)  Ratification of Independent Auditors

At the annual meeting of shareholders, the shareholders voted to ratify
Coulter & Justus, P.C., as our independent auditors. The vote for ratification
was as follows: 17,183,395 FOR, 0 AGAINST, and 3,059,176 WITHHELD.

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PART II. OTHER INFORMATION




Item 6.  Exhibits and Reports on Form 8-K

(a)     Exhibits

31.1
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification Pursuant to Section 906 of the
Sarbanes-Oxley Act of 200232.2
    
    Certification Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002


(b)     Reports
on Form 8-K

None.

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

DIVERSIFIED THERMAL SOLUTIONS, INC.RegistrantDate:August 19, 2003
    
    /s/ B. Grant HunterB. Grant Hunter
President and Chief Executive OfficerDate:August 19, 2003
    
    /s/ Julie DeanJulie DeanActing Chief Financial Officer


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