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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) þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 for the quarterly period ended March 31, 2005 OR o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 for the transition period from ____________ to ______________ Commission File Number: 000-28047 DIVERSIFIED THERMAL SOLUTIONS, INC.  Nevada
    
    94-3342064(State or other jurisdiction
    
    (I.R.S. Employerof incorporation)
    
    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 þ 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
    
    18,664,238 shares(Class of Stock)
    
    (Shares outstanding as of May 9, 2005)
 Transitional Small Business Disclosure Format (check one): Yes o No þ




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Diversified Thermal Solutions, Inc.INDEX TO FORM 10-QSB PagePart I. Financial InformationItem 1.
    
    Financial Statements.Condensed Consolidated Balance Sheets
    
    
    1Condensed Consolidated Statements of Operations
    
    
    3Condensed Consolidated Statements of Cash Flows
    
    
    4Notes 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 5.
    
    Other Information
    
    
    12Item 6.
    
    Exhibits and Reports on Form 8-K.
    
    
    12EX-31.1  SECTION 302 CERTIFICATION OF THE CEOEX-31.2  SECTION 302 CERTIFICATION OF THE CFOEX-32.1  SECTION 906 CERTIFICATION OF THE CEOEX-32.2  SECTION 906 CERTIFICATION OF THE CFO
  -i-




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Diversified Thermal Solutions, Inc. 
 Condensed Consolidated Balance Sheets March 31
    
    
    December 312005
    
    
    2004(Unaudited)AssetsCurrent assets:Cash
    
    $
    181,294
    
    
    $
    Receivables:Trade, net of reserve for doubtful accounts of $48,167 in 2005
    
    
    1,233,959
    
    
    
    Related party
    
    
    17,412
    
    
    
    27,116Total receivables
    
    
    1,251,371
    
    
    
    27,116Inventories
    
    
    3,444,461
    
    
    
    4,148Prepaid expenses
    
    
    97,161
    
    
    
    Total current assets
    
    
    4,974,287
    
    
    
    31,264Property, plant and equipment:Land
    
    
    56,286
    
    
    
    Buildings
    
    
    506,575
    
    
    
    Machinery and equipment
    
    
    345,021
    
    
    
    59,843907,882
    
    
    
    59,843Less accumulated depreciation
    
    
    28,581
    
    
    
    11,969Net property, plant and equipment
    
    
    879,301
    
    
    
    47,874Deferred acquisition costs
    
    
    
    
    
    
    100,568Total assets
    
    $
    5,853,588
    
    
    $
    179,706
 See accompanying Notes to Condensed Consolidated Financial Statements. - 1 -




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Diversified Thermal Solutions, Inc. Condensed Consolidated Balance Sheets March 31
    
    
    December 312005
    
    
    2004(Unaudited)Liabilities and shareholders deficitCurrent liabilities:Checks outstanding in excess of bank balance
    
    $
    
    
    
    $
    1,049Accounts payable
    
    
    403,344
    
    
    
    283,947Accrued expenses
    
    
    627,989
    
    
    
    Due to seller
    
    
    282,524
    
    
    
    Advances from shareholders
    
    
    
    
    
    
    80,984Current portion of long-term debt
    
    
    262,773
    
    
    
    Current portion of capital lease obligation
    
    
    24,253
    
    
    
    Total current liabilities
    
    
    1,600,883
    
    
    
    365,980Advances from shareholders
    
    
    54,898
    
    
    
    Long-term debt, less current portion
    
    
    1,191,084
    
    
    
    Capital lease obligation, less current portion
    
    
    149,117
    
    
    
    Note payable to financial institution
    
    
    1,896,773
    
    
    
    Notes payable to related companies
    
    
    1,600,000
    
    
    
    589,514Total liabilities
    
    
    6,492,755
    
    
    
    955,494Shareholders deficit:Common stock, par value $0.0001:Authorized100,000,000 shares
Issued and outstanding18,664,238 in 2005
and 17,467,571 shares in 2004
    
    
    1,866
    
    
    
    1,747Additional paid-in capital
    
    
    11,207,136
    
    
    
    10,966,587Accumulated deficit
    
    
    (11,848,169
    )
    
    
    (11,744,122
    )Net shareholders deficit
    
    
    (639,167
    )
    
    
    (775,788
    )Total liabilities and shareholders deficit
    
    $
    5,853,588
    
    
    $
    179,706-
 See accompanying Notes to Condensed Consolidated Financial Statements. - 2 -




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Diversified Thermal Solutions, Inc. 
 Condensed Consolidated Statements of Operations (Unaudited) Three months ended March 312005
    
    
    2004Revenues:Trade
    
    $
    1,754,668
    
    
    $
    8,049Related companies
    
    
    26,919
    
    
    
    3,717Total revenues
    
    
    1,781,587
    
    
    
    11,766Costs of goods sold
    
    
    1,586,971
    
    
    
    11,843Gross profit (loss)
    
    
    194,616
    
    
    
    (77
    )Operating expenses:Professional and consulting services
    
    
    45,982
    
    
    
    24,538Marketing and advertising
    
    
    57,891
    
    
    
    2,082Office and administrative
    
    
    147,831
    
    
    
    14,247Total operating expenses
    
    
    251,704
    
    
    
    40,867Operating loss
    
    
    (57,088
    )
    
    
    (40,944
    )Other income (expenses):Miscellaneous income
    
    
    5,899
    
    
    
    Interest expense
    
    
    (52,858
    )
    
    
    Net other expenses
    
    
    (46,959
    )
    
    
    Net loss
    
    $
    (104,047
    )
    
    $
    (40,944
    )Net loss per share
    
    $
    (0.01
    )
    
    $
    
 See accompanying Notes to Condensed Consolidated Financial Statements. - 3 -




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Diversified Thermal Solutions, Inc. 
 Condensed Consolidated Statements of Cash Flows (Unaudited) Three months ended March 312005
    
    
    2004Operating activitiesNet loss
    
    $
    (104,047
    )
    
    $
    (40,944
    )Adjustments to reconcile net loss to net cash provided
by (used in ) operating activities:Depreciation
    
    
    16,612
    
    
    
    Changes in operating assets and liabilities:Receivables
    
    
    (217,223
    )
    
    
    8,039Unbilled revenue to related company
    
    
    
    
    
    
    926Inventories
    
    
    401,738
    
    
    
    Prepaid expenses
    
    
    (97,161
    )
    
    
    Deferred acquisition costs
    
    
    100,568
    
    
    
    Checks outstanding in excess of cash
    
    
    (1,049
    )
    
    
    Accounts payable and accrued expenses
    
    
    153,283
    
    
    
    (170,116
    )Net cash provided by (used in) operating activities
    
    
    252,721
    
    
    
    (202,095
    )Investing activitiesPurchases of property, plant, and equipment
    
    
    (43,896
    )
    
    
    Acquisition of business, net of noncash transactions
related to amount owed to seller and stock issued for
acquisition
    
    
    (4,392,561
    )
    
    
    Net cash used in investing activities
    
    
    (4,436,457
    )
    
    
    Financing activitiesNet borrowings on note payable
    
    
    1,896,773
    
    
    
    Proceeds from borrowings of long-term debt
    
    
    1,500,000
    
    
    
    Net borrowings from related parties
    
    
    1,010,486
    
    
    
    198,203Advances from shareholders
    
    
    3,914
    
    
    
    Principal payments of long-term debt
    
    
    (46,143
    )
    
    
    Net cash provided by financing activities
    
    
    4,365,030
    
    
    
    198,203Net increase (decrease) in cash
    
    
    181,294
    
    
    
    (3,892
    )Cash at beginning of period
    
    
    
    
    
    
    4,168Cash at end of period
    
    $
    181,294
    
    
    $
    276
 - 4 -




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Diversified Thermal Solutions, Inc. 
 Condensed Consolidated Statements of Cash Flows (Unaudited) (continued) Supplemental disclosure of noncash activities During January 2005, the Company issued 120,000 shares of stock valued at $30,000 to an outside
consultant. This transaction was executed via a reduction in advances from shareholders. Also, during January 2005, the Company completed the business acquisition discussed in Note 4. The
acquisition resulted in the following noncash activities: Common stock issued for acquisition costs (Note 3)
    
    
    210,668Due to seller
    
    
    282,524
 See accompanying Notes to Condensed Consolidated Financial Statements. - 5 -




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Diversified Thermal Solutions, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) March 31, 2005 1. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of Diversified
Thermal Solutions, Inc. (the Company) 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 month period ended March 31, 2005 are not
necessarily indicative of the results that may be expected for the year ended December 31,
2005. The condensed consolidated financial statements include the accounts of Diversified Thermal
Solutions, Inc. and its wholly-owned subsidiaries, DT Solutions, Inc. and Refractory & Industrial
Supply Group, Inc (RISG). All inter-company balances and transactions have been eliminated. The balance sheet at December 31, 2004 has been derived from the audited financial statements at
that date but does not include all of the information and footnotes required by accounting
principles generally accepted in the United Sates of America for complete financial statements. 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, 2004. 2. Related Party Transactions The Companys revenues from continuing operations for the three months ended March 31, 2004 were
derived from two customers. One of these customers is a related company controlled by a family
member of a major stockholder and Company board member (the related company). Two customers,
including this related company, accounted for all of the Companys accounts receivables at March
31, 2004. Additionally, the Company has received advances from the related company and a shareholder in order
to meet its current obligations. During January 2005, the Company had additional advances from the
related company of $10,486, increasing the outstanding balance to $600,000. On January 31, 2005,
the Company and the related company formalized the terms of their arrangement, increasing the
annual interest rate to 7.37%. The Company will begin paying interest only on a quarterly basis
beginning June 1, 2005 in the amount of $11,055. Beginning on June 1, 2010, the Company will make
principal and interest payments on a quarterly basis in the amount of $22,948. This note matures
on March 1, 2019, with any remaining principal and interest due in full on this date. As a result
of the formalized terms, the advances from the related company have been classified as long-term at
March 31, 2005 and December 31, 2004 in the accompanying condensed consolidated balance sheets. - 6 -




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Diversified Thermal Solutions, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) (continued) 3. Company Equity Matters During January 2005 and in conjunction with the Companys business acquisition discussed in Note 4,
the Company issued 426,668 shares of stock valued at $106,668 to an outside consultant for
services. This same consultant also purchased an additional 120,000 shares of stock from the
Company for $30,000. The Company also issued 650,000 shares of restricted stock valued at $104,000
to a board member and stockholder for services related to the acquisition. 4. Business Acquisition and Related Financing On January 31, 2005, RISG, a wholly-owned subsidiary of the Company, acquired substantially all of
the refractory assets and assumed certain liabilities of Freeport Brick Company, Inc., Kittanning
Brick Company, Free-MaDie Company, Freeport Refractories, Inc., and Freeport Area Enterprises, Inc.
(the Freeport Entities) consisting principally of machinery, equipment, inventories, accounts
receivable, certain contracts and leases, three manufacturing facilities, and intellectual
property. The Freeport Entities are engaged in the business of manufacturing refractory products
and tools and dies used in the refractory industry. Pursuant to the Asset Purchase Agreement (the
Agreement) dated January 31, 2005 among the parties named above and the Company, RISG paid the
Freeport Entities, collectively, $3,916,000 in cash and assumed liabilities of $767,473.
Additionally, the Company has recorded a liability to the seller for $282,524 related to
preliminary estimates of the final purchase price which is based on the final balance sheet at the
acquisition date. This amount is still being negotiated between the Company and the Freeport
Entities and should the amount change, the liability to the seller and purchase price allocation
will be adjusted. The Company also incurred a total of $687,229 in acquisition costs. The
purchase price to be allocated among the assets acquired totals $5,653,226. The purchase price allocation has been prepared on a preliminary basis, and reasonable changes may
be expected within one year of the purchase date for changes in estimates of fair value of assets
acquired and liabilities assumed and the ultimate settlement amount paid to the seller. The
following table summarizes the allocation of the preliminary purchase price to the assets acquired
and the liabilities assumed using the purchase method in accordance with the Statement of Financial
Accounting Standards No. 141, Business Combinations. Accounts receivable
    
    $
    1,007,032Inventories
    
    
    3,842,051Property, plant, and equipment
    
    
    804,143Assets acquired
    
    
    5,653,226Accounts payable
    
    
    594,103Capital lease obligations
    
    
    173,370Liabilities assumed
    
    
    767,473Net assets acquired
    
    $
    4,885,753
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Diversified Thermal Solutions, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) (continued) 4. Business Acquisition and Related Financing (continued) The following unaudited pro forma results of operations assume the Freeport Entities had been
acquired at the beginning of each of the periods presented. Three Months EndedMarch 312005
    
    
    2004Net revenues
    
    $
    2,414,598
    
    
    $
    2,596,957Net loss
    
    
    (232,391
    )
    
    
    (84,219
    )Net loss per share
    
    $
    (0.01
    )
    
    $
    Weighted average
shares used in
computing net loss per
share
    
    
    17,667,016
    
    
    
    20,242,571
 The Company financed the above asset purchase with a revolving line of credit with a financial
institution (the Bank) not to exceed $2,500,000, a term loan of $1,500,000 with the Bank and two
promissory notes in the amounts of $250,000 and $750,000 with two related companies controlled by
family members of a major stockholder and Company board member (the related companies). Each of
these agreements was executed on January 31, 2005. The Bank revolving line of credit allows the Company to borrow up to 70% of eligible accounts
receivable and 40% of raw materials and finished goods inventories. As of March 31, 2005, the
maximum amount available was $2,412,207. Interest on the line of credit is based on the Banks
base rate, as defined, plus 2% (7.75% at March 31, 2005). The line of credit requires monthly
payments of all outstanding interest. Any outstanding principal and interest is due February 1,
2010. As of March 31, 2005, borrowings against line of credit totaled $1,896,773, which was used
in financing the asset purchase and related costs. The Bank term loan bears interest at an annual rate of 7.15% and matures on February 1, 2010. This
loan requires monthly principal and interest payments of $29,878. These payments began on March 1,
2005. The above Bank loans are collateralized by substantially all of the Companys assets, the related
companies and two separate companies controlled by the majority stockholders family, along with an
assignment of a life insurance policy on a Company stockholder. Both the line of credit and the
term loan agreements include certain financial covenants and restrictions. All other debt of the
Company is subordinate to that of the Bank, and prepayment of such subordinate debt is restricted
as defined in the loan agreements. Each of the promissory notes with the related companies bears interest at an annual rate of 7.37%.
Payments of interest only will begin on June 1, 2005 and continue on a quarterly basis through May
31, 2010. Beginning on June 1, 2010, the Company will make principal and interest payments on a
quarterly basis in the amount of $38,248. Both notes mature on March 1, 2019, with any remaining
principal and interest due in full on this date. - 8 -




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Diversified Thermal Solutions, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) (continued) 4. Business Acquisition and Related Financing (continued) Also, during January 2005, the Company agreed to guarantee the indebtedness from the Bank of the
related companies. Upon default of the related companies, the Company would be obligated to pay
any outstanding principal and accrued interest to the Bank on their behalf. In addition, if the
related companies default on their loans from the Bank, the Companys outstanding loans with the
Bank will also be considered in default. At May 18, 2005 the debt guaranteed for the related
companies was $2,480,188 under term loans and up to $5,500,000 under revolving line of credit
terms. These term loans and revolving lines of credit expire February 1, 2010. These loans are
also cross-collateralized by substantially all of the assets of the related companies and the
Company. 5. Commitments and Contingencies During January 2005, a financial institution involved in the financing of an earlier failed
acquisition filed a lawsuit against the Company and its two majority stockholders seeking $206,737
for out of pocket expenses and bank fees related to this failed acquisition. The Company
anticipates a settlement will be reached related to this lawsuit and has recorded a liability of
$68,737 for the out of pocket expenses incurred by the financial institution. However, should the
lawsuit go to trial, the Company could be liable for up to $206,737. Also, during January 2005, the Company entered into an agreement to purchase five parcels of land
in Pennsylvania for $100,000. This purchase in expected to take place in the third quarter of
2005. 6. 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 loss per share. The following table sets forth the computation of basic loss per share for the periods indicated: Three months endedMarch 312005
    
    
    2004Average shares outstanding
    
    
    17,667,016
    
    
    
    20,242,571Net loss per share
    
    $
    (0.01
    )
    
    $
    
 - 9 -




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Diversified Thermal Solutions, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) (continued) 7. 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 achieve profitable operations and generate additional funds in order to
continue as a going concern. The Company anticipates the future operations and related financing
of the asset acquisition discussed in Note 4 will provide the Company future positive cash flows
necessary to continue as a going concern. 
 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 This Quarterly Report on Form 10-QSB for the period ended March 31, 2005 should be read in
conjunction with our unaudited financial statements included as part of this Form 10-QSB Report. General Our primary business purpose is to acquire businesses related to the manufacturing and distribution
of materials used in the refractory industry. DT Solutions, Inc., one of our subsidiaries,
currently has no operations. Refractory & Industrial Supply Group, Inc., our other subsidiary, was formed to operate as a
distributor of refractory supplies. All of our current operations are presently conducted through
this subsidiary. On January 31, 2005, this subsidiary acquired substantially all the refractory
assets and assumed certain liabilities of Freeport Brick Company, Inc., Kittanning Brick Company,
Free-MaDie Company, Freeport Refractories, Inc., and Freeport Area Enterprises, Inc., (the
Freeport Entities) consisting principally of machinery, equipment, inventories, accounts
receivable, certain contracts and leases, three manufacturing facilities, and intellectual
property. The Freeport Entities are located in Pennsylvania and are engaged in the business of
manufacturing refractory products and tools and dies used in the refractory industry. Balance Sheets Our assets have changed significantly since December 31, 2004 as a result of our acquisition of the
Freeport Entities. The majority of our assets relate to this acquisition and have thus increased
significantly during the interim period. As discussed - 10 -




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in the notes to the interim financial statements, the net assets acquired were recorded
based on an allocation of the purchase price. Our acquisition was financed with borrowings from
both a financial institution and related companies, along with the issuance of our stock valued at
$210,668. Our shareholders deficit has decreased from year-end as a result of the stock issuance,
offset somewhat by our loss in the first quarter. Results of Operation Revenue  Our revenues for the first quarter of 2005 were $1,754,668, which is a significant
increase from first quarter of 2004. This increase is attributable to our acquisition of the
above entities as discussed above. Expenses  Our cost of goods sold for the first quarter are $1,586,971 which is a significant
increase from the first quarter of 2004, which is attributable to the acquisition discussed above.
Our operating expenses and net other expenses increased significantly also for the same reason. Liquidity and Capital Resources A major shareholder and a related company funded our losses in prior years. This related company is
also a customer. The company obtained financing through a financial institution and related
companies for the acquisition and it is anticipated our cash flow from current operations will be
sufficient to fund our operations. 
 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. - 11 -




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PART II. OTHER INFORMATION 
 Item 5. Other
Information As
of May 19, 2005, May Eubanks, Acting Chief Financial Officer,
resigned such position. J. Terry Medovitch was appointed the
Companys Chief Financial Officer effective May 20, 2005. Mr.
Medovitch serves as Treasurer of Freeport Area Enterprises, Inc.,
which was the parent-company to Freeport Brick Company, Inc.,
Kittanning Brick Company, Free-MaDie Company, and Freeport
Refractories, Inc. (the Freeport Entities). On January
31, 2005, Refractory & Industrial Supply Group, Inc., a wholly-owned
subsidiary of the Company, acquired substantially all of the
refractory assets and assumed certain liabilities of the Freeport
Entities. 
 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 On February 24, 2005, the Company filed a current report on Form 8-K with the
Securities and Exchange Commission, reporting under Items 2.01 and 9.01 announcing its
acquisition of substantially all of the assets and certain liabilities of Freeport Brick
Company, Inc., Kittanning Brick Company, Free-Madie Company, Freeport Refractories, Inc.,
and Freeport Area Enterprises, Inc. 
 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: May 23, 2005
    
    /s/ B. Grant HunterB. Grant HunterPresident and Chief Executive OfficerDate: May 23, 2005
    
    /s/ J. Terry MedovitchJ. Terry MedovitchChief Financial Officer
 - 12 -