UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~Washington, DC 20549~~

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT~~ TOPursuant ~~SECTION~~to Section 13 ORor 15(d) OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of ~~Report~~report (Date of earliest event reported): ~~October~~February 2824, ~~2002~~2005 (January 31, 2005)

DIVERSIFIED THERMAL SOLUTIONS, INC.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its~~Its ~~charter~~Charter)

Nevada	0000-28047	94-3342064
(State or other jurisdiction	(Commission	(I.R.S. Employer
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
of incorporation)	File Number)	Identification No.)

4126 DELP STREET, MEMPHIS, TENNESSEE 38181


4126 Delp Street Memphis, Tennessee		38118

(Address of Principal Executive Offices)		(Zip Code)

(~~Address of principal executive offices~~901) ~~(Zip Code)~~ 365-7650

(Registrant’s ~~telephone~~Telephone ~~number~~Number, ~~including~~Including ~~area~~Area ~~code (901~~Code) ~~365-7650~~

~~N/A~~Not Applicable

(Former ~~name,~~Name ~~former~~or ~~address~~Former ~~and former fiscal year~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 42.01. ~~Changes~~Completion inof ~~the~~Acquisition ~~Registrant’s~~of ~~Certifying~~Assets ~~Accountant~~ Item 79.01. Financial Statements and Exhibits SIGNATURES Exhibit Index Ex-10.1 ~~SIGNATURE~~Asset ~~Letter~~Purchase ~~regarding~~Agreement ~~change~~Ex-99.1 inPress ~~Independent~~Release ~~Auditors~~Ex-99.2 Unaudited Finanacial Statements

~~INFORMATION~~Item TO2.01. BECompletion ~~INCLUDED~~of INAcquisition ~~THE~~of ~~REPORT~~ Assets.

~~Item~~ On January 431, 2005, Refractory & Industrial Supply Group, Inc. ~~Changes~~(the “Refractory Group”), a subsidiary of the Registrant, acquired substantially all of the 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, inventory, accounts receivable, certain contracts and leases, three manufacturing facilities, and intellectual property. The Freeport Entities are engaged in the business of manufacturing products used in the refractory business. Pursuant to the Asset Purchase Agreement dated January 31, 2005 (the “Asset Purchase Agreement”) among the parties named above and the Registrant’s, ~~Certifying~~the ~~Accountant~~Refractory Group paid the Freeport Entities, collectively, $5,000,000 in consideration for the assets. The purchase price is subject to adjustment within 60 days after the closing.

OnThe orRegistrant’s ~~about~~primary ~~September 15,~~business ~~2002,~~is the ~~management~~acquisition of ~~Diversified~~businesses ~~Thermal Solutions,~~related ~~Inc.~~to ~~notified~~ the manufacturing ~~firm~~and distribution of ~~Armando~~materials C.used ~~Ibarra,~~in ~~Certified~~the ~~Public Accountants~~refractory ~~that~~industry. ~~their~~The ~~appointment~~Refractory Group operates as ~~independent~~a ~~auditors~~distributor ~~would~~of berefractory ~~terminated~~supplies.

~~During the Company’s two most recent fiscal years and during any~~A ~~subsequent~~copy ~~interim period preceding the date~~ of ~~its termination,~~ the Company has had no disagreements with the firm of Armando C. Ibarra, Certified Public Accountants on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. No accountantRegistrant’s ~~report~~press ~~on the~~release ~~financial~~announcing ~~statements for~~ the ~~past~~acquisition ~~two years contained an adverse opinion or~~is aattached ~~disclaimer~~hereto ~~of opinion or was qualified or modified~~ as toExhibit ~~uncertainty, audit scope or accounting principles~~99.1.

OnItem ~~October 30, 2002, the Company provided the firm of Armando C~~9.01. ~~Ibarra, Certified~~Financial ~~Public~~Statements ~~Accountants with a copy of this disclosure~~ and ~~requested that it furnish a letter to Company, addressed to the SEC, stating that it agreed with the statements made herein or, alternatively, the reasons why it disagreed~~Exhibits. ~~On November 14, 2002, the Company received a letter from the firm of Armando C. Ibarra, Certified Public Accountants that it agreed with the statements contained herein.~~

~~On October~~(a) ~~28,~~Financial ~~2002,~~Statements ~~the Company engaged the firm~~ of ~~Coulter~~Business ~~& Justus P~~Acquired.~~C., 900 South Gay Street, Suite 700, Knoxville, TN 37902-1819 as the~~ ~~Company’s independent auditors. Such appointment was accepted by Sam Coulter,~~ ~~President of the firm. Prior to such engagement, the Company had not consulted~~ Coulter & Justus P.C. on any prior matters, including any matters relative to the application of accounting principles or any subject of disagreement with the firm of Armando C. Ibarra, Certified Public Accountants. The Company’s Board of Directors has since ratified the change in independent auditors.

~~Item 7.~~ The ~~Financial~~unaudited ~~Statements~~financial ~~and~~statements ~~Exhibits~~of the Freeport Entities are attached to this Current Report on Form 8-K.

The following exhibits are filed pursuant to Item 601 of Regulation S-K:


Exhibit No.		Exhibit

10.1		Asset Purchase Agreement, dated January 31, 2005, by and among the Registrant, Refractory & Industrial Supply Group, Inc., Freeport Brick Company, Inc., Kittanning Brick Company, Free-Madie Company, Freeport Refractories, Inc., and Freeport Area Enterprises, Inc.

99.1		Press Release dated February 24, 2005.

99.2		Unaudited Financial Statements of the Freeport Entities.

Number		Description
16.1		Letter from the firm of Armando C. Ibarra, Certified Public Accountants re: change in independent auditors

~~Table of Contents~~SIGNATURES

~~SIGNATURE~~ 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 hereunto duly authorized.

~~Pursuant~~DIVERSIFIED toTHERMAL ~~the requirements of the Securities Exchange Act of 1934~~SOLUTIONS, ~~the Registrant~~INC. ~~has~~By: ~~duly~~/s/ ~~caused~~B. ~~this~~Grant ~~report~~Hunter toB. beGrant ~~signed~~Hunter onPresident ~~its~~and ~~behalf~~Chief byExecutive ~~the undersigned hereunto duly authorized.~~ Officer

		DIVERSIFIED THERMAL SOLUTIONS, INC.
Date: November 15, 2002		By:		/s/ Grant Hunter B. Grant Hunter Chief Executive Officer and President

Date: February 24, 2005

Exhibit Index


Exhibit No.		Exhibit

10.1		Asset Purchase Agreement, dated January 31, 2005, by and among the Registrant, Refractory & Industrial Supply Group, Inc., Freeport Brick Company, Inc., Kittanning Brick Company, Free-Madie Company, Freeport Refractories, Inc., and Freeport Area Enterprises, Inc.

99.1		Press Release dated February 24, 2005.

99.2		Unaudited Financial Statements of the Freeport Entities.

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