The following discussion and analysis should be read in conjunction with the financial statements and notes thereto included as Part 1, Item 1 of this report. This document contains "forward-looking statements" made under the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the beliefs of our management as well as assumptions made by, and information currently available, to our management.

These statements include, without limitation, the following:

* statements regarding our ability to obtain additional outside financing;

* statements regarding the effectiveness of any of management's strategic objectives or initiatives or the implication thereof on our shareholders, creditors or other constituencies; and

* other statements which speak to projections of future conditions or our anticipated performance, including statements which contain the words "anticipate," "believe," "expect" and words or phrases of similar import, as they relate to us or our management.

You should be aware that these forward-looking statements are subject to certain risks, uncertainties and assumptions including, without limitation:

* the, albeit qualified, assumption currently held by management that they may be able to locate additional financing sources or improve the Company's cash flow position, or any inference that such results are possible, may be unfounded; and

* our ability to overcome numerous other significant risks and difficulties including, but not limited to, those factors set forth in previously filed reports with the U. S. Securities and Exchange Commission.

Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. Should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein. Except as required by federal securities laws, we undertake no obligation to publicly update or revise any written or oral forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason after the date of this report. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the applicable cautionary statements.

We are a producer of metal fireplace products used in the residential and commercial building and the remodeling markets. As of the date of this report, we manufacture our fireplace products at our plants in Manchester, Tennessee and through Temcomex, S.A. de C.V. and distribute them through Temco Fireplace Products, Inc., (both of which are our wholly owned subsidiaries). Our fireplace products are sold nationwide to a network of contractors, distributors and retailers.

Net sales of fireplace products increased $156,000, approximately 3%, in the second quarter of fiscal 2003 compared to the second quarter of fiscal 2002. The increase in sales was mainly due to an overall increase in the quantity of fireplaces delivered in the second quarter of 2003. While unit shipments increased by 7%, the average sales price per unit decreased for the 2003 periods, reflecting a shift in product mix to lower priced units. Between the comparative six-month periods, net sales increased $688,000, approximately 6%, in fiscal 2003, again mainly due to the increase in quantities delivered. Total units shipped increased approximately 9% between the comparative six months.

Gross profit increased from $277,000 to $547,000, or approximately 97% from the second quarter of fiscal 2002 to the second quarter of fiscal 2003. The increase in gross profit was the result of the increase in sales between periods and improved margin percentages, attributable to price increases implemented in January 2003.

Selling, general and administrative expenses decreased $61,000 or approximately 4% from the second quarter of 2002. Between the comparative six-month periods, selling, general and administrative expenses decreased $34,000 or 1%. In both cases, the 2003 expense levels benefit from certain accrual adjustments.

Interest expense increased in both the three-month and six-month comparative periods, due to the increased level of average indebtedness. The Company issued new debt in July 2002 and January 2003 (Secured Term Notes and Convertible Notes), causing the increase in interest expense.

Other expense in fiscal 2003 includes restructuring costs of $338,000, representing costs incurred related to the manufacturing consolidation and centralization initiatives that are under way. Such costs include travel, physical moving of equipment, and employee severance and stay-pay agreements.

The Company has not recorded a benefit for income taxes on its operating losses in either of the comparison quarters. The Company, before considering the valuation allowance, has net deferred tax assets resulting primarily from net operating losses. Therefore, the Company has chosen to establish a valuation allowance to reserve the entire amount until such time that reassessment indicates that it is more likely than not that the benefits will be realized primarily through future taxable income.

Accounts payable increased from $2,296,000 at August 31, 2002 to $3,723,000 at February 28, 2003, representing an increase of $1,427,000 or 62% since the end of fiscal year 2002. This significant increase in accounts payable is primarily a result of the Company's continued deferral of payments to its trade creditors. Certain of the Company's trade creditors have now instituted cash only terms for the Company's purchases. This deferral of trade payments is the principal reason the Company has been able to continue its operations despite its current cash flow problems. The Company does not anticipate that it will be in a position to continue to defer payments in this manner.

Net cash used in operating activities was $1,239,000 for the first six months of 2003 compared to net cash provided of $977,000 for the first six months of 2002. The change in cash flow from operations in the first six months of fiscal 2003 was primarily due to the reduced level of inventory reductions achieved in 2003. A significant increase in accounts payable (as discussed above) provided significant cash during 2003. Capital expenditures for the first six months of 2003 were $200,000 compared to $61,000 in 2002. The majority of expenditures were for tooling, replacement items and major repairs/additions to manufacturing equipment, including improvements to the Mexicali facility as part of our manufacturing consolidation plan.

Working capital was $(1,307,000) at February 28, 2003 compared to $(3,000) at August 31, 2002. The change in working capital is primarily due to the continued drain on cash to fund operating losses, and a $1,427,000 increase in accounts payable since August 31, 2002. Any future financing must be sufficient not only to fund future operations but also to apply towards the repayment of these aging payables.

REVOLVING CREDIT FACILITY: In September 2000, the Company entered into a three-year credit agreement with Frost Capital Group whereby the Company may borrow a maximum of $4,000,000 under a revolving credit facility. Initially, the amount available under this facility was subject to limitations based on specified percentages of the Company's eligible outstanding receivables and inventories. The outstanding principal bears interest at an annual rate of 1.25% above the specified bank's prime commercial interest rate. On July 19, 2002, the Company entered into an amendment to the revolving credit facility which, among other things, (1) permitted the issuance of $1.5 million in long term obligations, represented by a $750,000 Secured Term Note and Initial Convertible Notes in an aggregate amount of $750,000 (as described below), (2) subordinated the bank's lien on the Company's inventory so as to permit the pledge of that inventory to the holder of the Secured Term Note, and (3) eliminated inventory as part of the borrowing base. Interest is payable monthly and is added to the outstanding loan balance. The revolving credit facility does not require the maintenance of any financial ratios but does contain both affirmative and negative covenants. As of the date of this filing, the Company is in compliance with all of the loan covenants, with the exception of provisions requiring the timely filing of an officer's certificate and the timely delivery of the Company's financial statements for the month of February 2003. In the past, Frost Capital Group has waived any defaults related to the timely filing of the officer's certificate. The Company subsequently delivered the February monthly financial statements and is now seeking a waiver from the bank to cure this default. In the event the Company is unable to obtain such a waiver, the bank may elect to accelerate all of the indebtedness evidenced by the credit facility and exercise its other rights and remedies relating thereto. In addition, in the event of such acceleration, the holders of the Company's Convertible Subordinated Notes and other senior debt will be entitled to accelerate the indebtedness by the applicable agreements. The credit facility is secured by all assets of the Company and its subsidiary, Temco Fireplace Products, subject to a first priority security interest in inventory and a second priority security interest in equipment held by Mr. James E. Upfield, as described below. At February 28, 2003 there was approximately $1,940,000 outstanding under the credit facility, leaving $164,000 available.

RECENT FINANCING ACTIVITIES: On July 19, 2002, James E. Upfield loaned the Company $750,000 pursuant to a Secured Term Note due July 19, 2005. This Secured Term Note bears interest at the rate of 6% per annum (9% after a default) which is payable monthly commencing September 1, 2002. The outstanding principal balance of the Secured Term Note is due on July 19, 2005 or earlier upon an event of default. The Secured Term Note issued to Mr. Upfield is secured by a first priority security interest in the Company's inventory and a second priority security interest in equipment (with the superior lien on equipment remaining pledged under the credit facility with Frost Capital Group).

Effective July 19, 2002, a group of four private investors (the "Initial Investors") led by William Y. Tauscher, the Company's current Chairman, loaned the Company an aggregate of $750,000 in exchange for the Company's subordinated convertible notes due July 19, 2007 (the "Initial Convertible Notes"). The Initial Convertible Notes were issued pursuant to a Note Purchase Agreement dated July 19, 2002 (the "Note Purchase Agreement") and several related agreements of the same date (the "Related Agreements).

Recognizing that cash flow from operations would not provide the Company with adequate capital to meet its near term operating requirements, the Company's management pursued additional financing in January of 2003. As a result, effective January 23, 2003, a total of six investors, including Mr. James E. Upfield, a

director, Mr. Richard Anderson, President and Chief Executive Officer, Mr. John Gurrola, Chief Financial Officer and Secretary, Mr. John Fahey, Vice President of Marketing, Mr. Robert Creer, Vice President of Manufacturing, and Mr. Terry Giles, a private investor (collectively, the "New Investors"), loaned the Company an aggregate of $610,000 in exchange for additional subordinated convertible notes (the "Additional Convertible Notes") which were issued pursuant to, and on the same terms and conditions contained in, the Note Purchase Agreement and the Related Agreements. Also effective January 23, 2003, the Company entered into an amendment to the revolving credit facility which, in effect, permitted the issuance of the Additional Convertible Notes. Collectively, the Initial Convertible Notes and the Additional Convertible Notes are referred to as the "Convertible Notes."

Taking into effect the issuance of the Additional Convertible Notes, the outstanding principal under the Convertible Notes is $1,360,000, and is due on July 19, 2007, or earlier upon an event of default. The original principal amount bears interest at the rate of 6% per annum (9% after a default). Interest under the Initial Convertible Notes is payable monthly, and such payments commenced on September 1, 2002, while interest under the Additional Convertible Notes is payable monthly, and such payments commenced on March 1, 2003. Further, to the extent the Company engages in certain transactions resulting in the sale of the business prior to the maturity date, the holders of the Convertible Notes maintain the right, at their election, to accelerate the payment of the debt to the effective date of such transaction. Commencing July 19, 2003, the Convertible Notes are convertible, at the option of the holders thereof, into shares of the Company's common stock at an initial conversion price of $0.60 per share. As a result, the aggregate outstanding principal amount of the Convertible Notes would collectively convert into 2,266,667 shares or, approximately 39.7% of the shares outstanding on February 28, 2003, assuming only the conversion of the Convertible Notes. The Convertible Notes are convertible prior to July 19, 2003, upon an event of default at the election of the holders. Lastly, to the extent the holders of the Convertible Notes do not voluntarily elect to receive the prepayment of the notes in connection with certain sale events, the Convertible Notes will automatically convert upon the occurrence of such event at the then existing conversion price. The Convertible Notes are unsecured obligations and are fully subordinated to certain indebtedness owed by the Company to Frost Capital Group under the revolving credit facility and to the Secured Term Note payable to James Upfield. In connection with the sale of the Convertible Notes, the Company issued to the Initial Investors and the New Investors common stock purchase warrants exercisable for an aggregate of 453,333 shares of common stock. The warrants may be exercised at any time until July 19, 2007, at a per share exercise price of $0.60. The warrants were allocated a value of $85,100 at issuance. Such amount reduced the face amount of the Convertible Notes and will be accreted to interest expense over the life of the notes.

Although these recent financing transactions provided us with $2,110,000 in additional working capital, our management recognizes that under current conditions our revenues from operations will not be adequate to satisfy our near term funding requirements. As a result, our management is considering a number of options, including the drastic measures detailed in "Management Strategies" set forth below.

GOING CONCERN ISSUES: The accompanying consolidated 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 following factors, among others, raise substantial doubt that the Company will be able to continue as a going concern.

* The Company's consolidated financial statements for the year ended August 31, 2002 as filed in the Company's Annual Report on Form 10-K, were subject to a going concern qualification and indicated that the Company incurred significant losses from continuing operations during the previous two years ended August 31, 2002. The Company has continued to experience losses from continuing operations for the first two quarters of fiscal year 2003.

* We are managing our cash on a day-to-day basis.

* Frost Capital Group, the lender on our revolving credit facility, has continued to reduce our credit availability, notwithstanding that the borrowing base under the credit agreement would permit additional borrowings, thereby further restricting the amount of cash we can borrow to finance our operations and exacerbating our liquidity problems. Considering borrowing limitations under the Company's existing credit agreement, the Company was only able to borrow an additional $164,000 under its credit agreement at February 28, 2003.

* The $2,110,000 that the Company received as result of its July 2002 and January 2003 debt offerings has not provided the Company with sufficient capital to satisfy its immediate cash requirements.

* Our continued deferral of trade payables has resulted in an increase in accounts payable of $1,427,000 from August 31, 2002. This deferral of trade payments is the principal reason the Company has been able to continue its operations despite its current cash flow problems. We do not anticipate that we will be in a position to continue to defer payments in this manner.

* We have experienced unanticipated expenses relating to our plans to relocate equipment and manufacturing operations from our Manchester, Tennessee location to our Mexicali, Mexico facility that have further depleted our available cash on hand.

* Management expresses substantial doubt that current cash on hand and expected short term revenues from operations will be sufficient to fund current operations.

MANAGEMENT STRATEGIES: In an effort to decrease costs and to achieve profitability, our management initiated certain consolidation measures that were designed to streamline operations, reduce costs, and improve efficiencies. These consolidation measures included the relocation of our corporate headquarters to Perris, California, as well as the relocation of a significant amount of equipment and manufacturing operations from our Manchester, Tennessee location to our plant in Mexicali, Mexico. While we expected the move to our lower cost Mexican facility to result in cost savings, unanticipated expenses incurred in transferring production have more than offset these cost savings to date. These expenses resulted primarily from unexpected product delays and increased dependence on existing inventories needed to satisfy customer demand.

Unless we are immediately successful in dramatically improving our operating performance and increasing our cash flow, which we consider doubtful, we will require additional financing in order to continue as a going concern. We believe that it will be particularly difficult under the current circumstances to obtain such additional financing. Consequently, our management is considering all available options, including aggressively pursuing various financing transactions, attempting to effect further deferrals and discounts of existing payables, effecting further cost reductions, and pursuing a potential reorganization pursuant to Chapter 11 of the United States Bankruptcy Code. To date, management's efforts to implement a strategy that would avoid filing for Chapter 11 bankruptcy protection have not been successful, and, despite the continued efforts of management to avoid seeking bankruptcy protection, it is doubtful that we will be able to continue without filing for such bankruptcy protection.