##### Table of Contents



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 THE
SECURITIES EXCHANGE ACT OF 1934for the quarterly period ended September 30, 2003ORo
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES 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 [  ]

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
    
    20,242,571 shares(Class of Stock)
    
    (Shares outstanding as of November 13, 2003)






---

TABLE OF CONTENTS



|                                             |                                                                    |                                                             |  |  |  |  |  | 
|-------------------------------------------- | ------------------------------------------------------------------ | ----------------------------------------------------------- |  |  |  |  |  | 
|                                             |                                                                    | Condensed Consolidated Balance Sheets                      
|                                             |                                                                    | Condensed Consolidated Statements of Operations (Unaudited)
|                                             |                                                                    | Condensed Consolidated Statements of Cash Flows (Unaudited)
|                                             | ITEM 2. Managements Discussion and Analysis or Plan of Operation.
|                                             | ITEM 3. Controls and Procedures                                   
|PART II. OTHER INFORMATION                  
|                                             | Item 6. Exhibits and Reports on Form 8-K                          
|EX-31.1 SECTION 302 CERTIFICATION OF THE CEO
|EX-31.2 SECTION 302 CERTIFICATION OF THE CFO
|EX-32.1 SECTION 906 CERTIFICATION OF THE CEO
|EX-32.2 SECTION 906 CERTIFICATION OF THE CFO



---



##### Table of Contents



Diversified Thermal Solutions, Inc.

INDEX TO FORM 10-QSB

PagePart I
    
    Financial InformationItem 1.
    
    Financial StatementsCondensed Consolidated Balance Sheets
    
    
    1Condensed Consolidated Statements of Operations
    
    
    2Condensed Consolidated Statements of Cash Flows
    
    
    3Notes to Condensed Consolidated Financial Statements
    
    
    5Item 2.
    
    Managements Discussion and Analysis or Plan of Operation
    
    
    8Item 3.
    
    Controls and Procedures
    
    
    9Part II
    
    Other InformationItem 6.
    
    Exhibits and Reports on Form 8-K. 10






---



##### Table of Contents






Diversified Thermal Solutions, Inc.

Condensed Consolidated Balance Sheets

September 30
    
    December 312003
    
    2002(Unaudited)AssetsCurrent assets:Cash
    
    $
    2,857
    
    
    $
    14,188Receivables:Trade, net
    
    
    
    
    
    
    12,260Related party
    
    
    3,623
    
    
    
    59,009Total receivables
    
    
    3,623
    
    
    
    71,269Unbilled revenue to related company
    
    
    
    
    
    
    11,827Refundable income taxes
    
    
    
    
    
    
    8,068Inventories
    
    
    4,000
    
    
    
    Total current assets
    
    
    10,480
    
    
    
    105,352Deferred loan and acquisition costs
    
    
    275,764
    
    
    
    192,395Total assets
    
    $
    286,244
    
    
    $
    297,747Liabilities and shareholders deficitCurrent liabilities:Accounts payable and accrued expenses
    
    $
    324,869
    
    
    $
    294,034Advances from related parties:Shareholder
    
    
    80,684
    
    
    
    120,184Related company
    
    
    186,803
    
    
    
    124,063Total advances from related parties
    
    
    267,487
    
    
    
    244,247Total current liabilities
    
    
    592,356
    
    
    
    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
    
    
    (11,178,903
    )
    
    
    (11,113,325
    )Net shareholders deficit
    
    
    (306,112
    )
    
    
    (240,534
    )Total liabilities and shareholders deficit
    
    $
    286,244
    
    
    $
    297,747


See accompanying Notes to Condensed Consolidated Financial Statements.

1



---



##### Table of Contents






Diversified Thermal Solutions, Inc.

Condensed Consolidated Statements of Operations (Unaudited)

Three months ended
    
    Nine months endedSeptember 30
    
    September 302003
    
    2002
    
    2003
    
    2002Revenues:Related companies
    
    $
    109,448
    
    
    $
    38,939
    
    
    $
    434,468
    
    
    $
    38,939Other
    
    
    35,478
    
    
    
    
    
    
    
    41,298
    
    
    
    Total revenues
    
    
    144,926
    
    
    
    38,939
    
    
    
    475,766
    
    
    
    38,939Costs of goods sold
    
    
    114,804
    
    
    
    32,139
    
    
    
    435,418
    
    
    
    32,139Gross profit
    
    
    30,122
    
    
    
    6,800
    
    
    
    40,348
    
    
    
    6,800Operating expenses:Professional and consulting
services
    
    
    4,613
    
    
    
    49,637
    
    
    
    64,630
    
    
    
    320,142Salaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    208,729Marketing and advertising
    
    
    207
    
    
    
    18,169
    
    
    
    24,463
    
    
    
    18,169Office and administrative
    
    
    5,467
    
    
    
    2,285
    
    
    
    16,443
    
    
    
    29,655Total operating expenses
    
    
    10,287
    
    
    
    70,091
    
    
    
    105,536
    
    
    
    576,695Operating income (loss)
    
    
    19,835
    
    
    
    (63,291
    )
    
    
    (65,188
    )
    
    
    (569,895
    )Other expenses:Loss on disposal of equipment
    
    
    
    
    
    
    8,857
    
    
    
    
    
    
    
    8,857Interest expense
    
    
    
    
    
    
    
    
    
    
    390
    
    
    
    Total other expenses
    
    
    
    
    
    
    8,857
    
    
    
    390
    
    
    
    8,857Income (loss) from continuing
operations
    
    
    19,835
    
    
    
    (72,148
    )
    
    
    (65,578
    )
    
    
    (578,752
    )Discontinued operations:Loss from operations of
discontinued business segment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (172,595
    )Gain on disposal of business
segment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    830,752Income from discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    658,157Net income (loss)
    
    $
    19,835
    
    
    $
    (72,148
    )
    
    $
    (65,578
    )
    
    $
    79,405Income (loss) from continuing
operations per share
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    (0.03
    )Income from discontinued
operations per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.03Net income (loss) income per share
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    


See accompanying Notes to Condensed Consolidated Financial Statements.

2



---



##### Table of Contents






Diversified Thermal Solutions, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

Nine months ended September 302003
    
    2002Operating activitiesNet (loss) income
    
    $
    (65,578
    )
    
    $
    79,405Adjustments to reconcile net (loss) income to net
cash (used in) provided by operating activities:Gain on sale of subsidiary
    
    
    
    
    
    
    (830,752
    )Depreciation
    
    
    
    
    
    
    34,720Write-off of equipment
    
    
    
    
    
    
    8,857Stock issued for services
    
    
    
    
    
    
    644,551Changes in operating assets and liabilities, net
of subsidiary sale:Receivables
    
    
    67,646
    
    
    
    71,984Unbilled revenue to related company
    
    
    11,827
    
    
    
    Refundable income taxes
    
    
    8,068
    
    
    
    Inventories
    
    
    (4,000
    )
    
    
    Restricted cash
    
    
    
    
    
    
    (27,535
    )Deferred loan and acquisition costs
    
    
    (38,464
    )
    
    
    (46,073
    )Checks outstanding in excess of bank balance
    
    
    
    
    
    
    346,868Accounts payable and accrued expenses
    
    
    (14,070
    )
    
    
    (130,089
    )Unearned revenue
    
    
    
    
    
    
    20,385Net cash (used in) provided by operating activities
    
    
    (34,571
    )
    
    
    172,321Investing activitiesPurchases of equipment, furniture and fixtures
    
    
    
    
    
    
    (15,542
    )Financing activitiesNet advances (repayments) to related parties
    
    
    23,240
    
    
    
    (160,699
    )Net decrease in cash
    
    
    (11,331
    )
    
    
    (3,920
    )Cash at beginning of period
    
    
    14,188
    
    
    
    8,790Cash at end of period
    
    $
    2,857
    
    
    $
    4,870


3



---



##### Table of Contents



Diversified Thermal Solutions, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited) (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:

Net assets sold and liabilities assumed: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 nine months ended September 30, 2003, the Company has
$44,905 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.

4



---



##### Table of Contents



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 nine month periods ended September 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.

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.

Operating results of this discontinued business segment for the nine months
ended September 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


5



---



##### Table of Contents



Diversified Thermal Solutions, Inc.

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

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 nine months ended
September 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 91.3% of these revenues. These related
companies also represented 100% of the Companys accounts receivable at
September 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.

5. Company Equity Transactions

During the nine months ended September 30, 2002, the Company issued 3,206,422
shares of common stock valued at $644,551 to certain shareholders and employees
for their services. The values were determined based on the 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 $275,764 in acquisition and loan costs which will be allocated
between direct costs of the acquisition and debt issue costs upon completion of
the acquisition.

6



---



##### Table of Contents



Diversified Thermal Solutions, Inc.

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

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 are 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
    
    Nine months endedSeptember 30
    
    September 302003
    
    2002
    
    2003
    
    2002Average shares outstanding
    
    
    20,242,571
    
    
    
    20,121,013
    
    
    
    20,242,571
    
    
    
    19,316,171Loss from continuing
operations per share
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    (0.03
    )Income from discontinued
operations per share
    
    
    
    
    
    
    
    
    
    $
    
    
    
    
    0.03Net (loss) income per share
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    


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 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.

7



---



##### Table of Contents






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 in the accompanying
statement of operations for the nine months ended September 30, 2002. 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 the nine months ended September 30, 2003 results of operations to
the nine months ended September 30, 2002 results of operations would not be
beneficial and is not presented. Below is a discussion of the changes in the
third quarter results between 2003 and 2002.

Balance Sheets

Our accounts receivable have decreased by approximately $68,000 between
December 31, 2002 and September 30, 2003. This decrease is primarily due to
the offsetting of approximately $60,000 of accounts receivable from and
accounts payable to a company that is both a vendor and a customer
based on a recent arrangement between us and the customer, as allowed
by Accounting Principles Board Opinion No. 10. 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 a result of this intended acquisition, our
deferred loan and acquisition costs have increased by approximately $83,000
from December 31, 2002 to September 30, 2003. We have funded these deferred
loan and acquisition costs through advances from related parties and increases
in accounts payable and accrued expenses. Accordingly, our current liabilities
have increased by approximately $54,000, net of the $60,000 offset against
accounts receivable discussed above, between December 31, 2002 and September
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 nine months
ended September 30, 2003 was $475,766, of which $144,926 was related to the
third quarter of 2003. Third quarter 2003 revenues increased approximately
$105,000 from 2002 primarily due to more established operations and a few large
sales transactions.

Operating Expenses

Our operating expenses from continuing operations for the nine months
ended September 30, 2003 totaled $105,536. Of this amount, $64,630 represented
payments of professional and consulting services. We incurred no salary
expense. We incurred $24,463 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. These expenses are significantly less for
the three months ended September 30, 2003 than the same period of 2002. We
incurred a large amount of professional fees related to our change in
operations during the
third quarter of 2002. Additionally, marketing and advertising expenses during
the third quarter of 2002 were significant related to

8



---



##### Table of Contents



the acquisition of Global
Holdings, Inc. We did not incur such significant expenses related to these
matters during the third quarter of 2003.

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 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.

9



---



##### Table of Contents






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 2002
| |  |  | ------------------------------------------------------------------------------



| |  |  | 31.2 Certification Pursuant to Section 302 of the Sarbanes  Oxley Act of 2002
| |  |  | ------------------------------------------------------------------------------



| |  |  | 32.1 Certification Pursuant to Section 906 of the Sarbanes  Oxley Act of 2002
| |  |  | ------------------------------------------------------------------------------



| |  |  | 32.2 Certification Pursuant to Section 906 of the Sarbanes  Oxley Act of 2002
| |  |  | ------------------------------------------------------------------------------

(b).          Reports on Form 8-K

None.

10



---



##### Table of Contents



SIGNATURES

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:  November 13, 2003
    
    /s/ B. Grant HunterB. Grant Hunter
President and Chief Executive OfficerDate:  November 13, 2003
    
    /s/ Julie DeanJulie Dean
Acting Chief Financial Officer