U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                 Amendment #1 to
                                   Form 10-QSB

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended:    September 30, 2000

Commission file no.:    0-25657


                      DIVERSIFIED PRODUCT INSPECTIONS, INC.
          ------------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)


         Florida                                         65-0877741
------------------------------------                     -----------------------
(State or other jurisdiction of                          (I.R.S.Employer
incorporation or organization)                           Identification No.)

3 Main Street
Oak Ridge, TN                                             37830
------------------------------------------               -----------------------
(Address of principal executive offices)                 (Zip Code)

Issuer's telephone number: (865) 482-8480

Securities to be registered under Section 12(b) of the Act:

Title of each class                    Name of each exchange on which registered

None                                                                        None
-----------------------------------                -----------------------------

Securities to be registered under Section 12(g) of the Act:

                    Common Stock, $.0001 par value per share
            --------------------------------------------------------
                                (Title of class)


Copies of Communications Sent to:
                                    Donald F. Mintmire
                                    Mintmire & Associates
                                    265 Sunrise Avenue, Suite 204
                                    Palm Beach, FL 33480
                                    Tel: (561) 832-5696 - Fax: (561) 659-5371



<PAGE>



     Indicate by Check  whether the issuer (1) filed all reports  required to be
filed by Section 13 or 15(d) of the  Exchange  Act during the past 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

     As of September 30, 2000, there were 11,141,900  shares of the Common Stock
of the  registrant  issued and  outstanding.  There were also 5,520 shares to be
issued pursuant to the Company's ongoing offering and 75,000 shares to be issued
to Dean Madden pursuant to an employment contract. 362,992 shares are also to be
issued to three (3) of the Company's  officers and directors for accrued  unpaid
salaries.

     The  purpose  for  this  amendment  to Form  10QSB  for the  quarter  ended
September 30, 2000 is to include an exhibit, which was inadvertently left out of
the  previously  filed  document.   Additionally,   the  amendment   corrects  a
typographical  error located in the above paragraph with regard to the number of
shares  to be issued  pursuant  to the  Company's  ongoing  offering,  which was
correctly  reported in the section below entitled "Item 2 - Management's Plan of
Operation - General." Lastly, this amendment contains  additional  disclosure in
the preceding paragraph  regarding the shares to be issued to management,  which
was  also  correctly   disclosed  in  the  section  below  entitled  "Item  2  -
Management's Plan of Operation - General."








                                     PART I

Item 1.           Financial Statements





                      INDEX TO FINANCIAL STATEMENTS


Consolidated Balance Sheets..................................................F-2

Consolidated Statements of Operations........................................F-3

Consolidated Statements of Stockholders' Equity (Deficiency).................F-4

Consolidated Statements of Cash Flows........................................F-5

Notes to Consolidated Financial Statements...................................F-6












                                       F-1

<PAGE>



                      Diversified Product Inspections, Inc.
                           Consolidated Balance Sheets


<TABLE>
<CAPTION>
<S>                                                                         <C>                <C>
                                                                               September 30,       December 31,
                                                                                   2000                1999
                                                                            ------------------- -------------------
                                                                                (unaudited)
                                     ASSETS
CURRENT ASSETS
   Cash and equivalents                                                     $            62,909             $53,335
   Accounts receivable                                                                   95,220              69,226
   Deferred tax assets                                                                   22,556              22,556
                                                                            ------------------- -------------------
           Total current assets                                                         180,685             145,117
                                                                            ------------------- -------------------

PROPERTY AND EQUIPMENT
   Equipment                                                                            104,316              56,639
   Vehicles                                                                              45,886              45,886

         Less accumulated depreciation                                                  (52,858)            (32,722)
                                                                            ------------------- -------------------

           Net property and equipment                                                    97,344              69,803
                                                                            ------------------- -------------------

OTHER ASSETS
   Other assets                                                                           4,400                   0
   Deposit on real property                                                             372,125                   0
                                                                            ------------------- -------------------
           Total other assets                                                           376,525                   0
                                                                            ------------------- -------------------

Total Assets                                                                $           654,554            $214,920
                                                                            =================== ===================

             LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
   Accounts payable                                                         $           326,594             $15,935
   Accrued expenses
       Income taxes                                                                      14,779              11,401
       Salaries                                                                         362,932             298,275
   Current portion of long-term debt                                                     18,546              10,551
   Line of credit payable                                                                24,790              21,585
                                                                            ------------------- -------------------

          Total current liabilities                                                     747,641             357,747
                                                                            ------------------- -------------------

LONG-TERM DEBT
   Deferred taxes                                                                         5,178               5,178
   Notes payable, net of current portion                                                 57,305              31,915
   Loan from shareholder                                                                  4,025               4,025
                                                                            ------------------- -------------------

          Total long-term debt                                                           66,508              41,118
                                                                            ------------------- -------------------
Total Liabilities                                                                       814,149             398,865
                                                                            ------------------- -------------------

STOCKHOLDERS' EQUITY (DEFICIENCY)
  Common  stock,  $0.0001  and  $1.00  par  value,   authorized  50,000,000  and
     10,000,000 shares; 11,160,200 and 9,000,000 issued and
     outstanding shares                                                                   1,116           9,000,000
  Additional paid-in capital                                                            818,047          (8,639,900)
  Accumulated deficit                                                                  (978,758)           (544,045)
                                                                            ------------------- -------------------

          Total stockholders' equity (deficiency)                                      (159,595)           (183,945)
                                                                            ------------------- -------------------
Total Liabilities and Stockholders' Equity (Deficiency)                     $           654,554            $214,920
                                                                            =================== ===================
</TABLE>



     The accompanying notes are an integral part of the financial statements


                                       F-2

<PAGE>



                      Diversified Product Inspections, Inc.
                      Consolidated Statements of Operations
                                   (unaudited)


<TABLE>
<CAPTION>
<S>                                                   <C>                <C>               <C>              <C>

                                                              Three Months Ended                   Nine Months Ended
                                                                September 30,                        September 30,
                                                       --------------------------------    ----------------------------------
                                                            2000              1999              2000               1999
                                                       --------------    --------------    --------------    ----------------

REVENUES                                               $      274,638    $      208,572    $      753,235    $        503,647

OPERATING EXPENSES
    Compensation:
        Officers                                               45,000            45,000           135,000             135,000
        Others                                                117,343            29,224           303,221              94,404
    Depreciation                                                6,712             2,216            20,136               9,594
    General and administrative                                300,694            50,540           720,325             313,285
                                                       --------------    --------------    --------------    ----------------

            Total operating expenses                          469,749           126,980         1,178,682             552,283
                                                       --------------    --------------    --------------    ----------------

Operating Income (Loss)                                      (195,111)           81,592          (425,447)            (48,636)
                                                       --------------    --------------    --------------    ----------------

OTHER INCOME (EXPENSE)
    Interest expense                                           (3,825)             (837)           (9,266)             (2,360)
                                                       --------------    --------------    --------------    ----------------

            Total other income (expense)                       (3,825)             (837)           (9,266)             (2,360)
                                                       --------------    --------------    --------------    ----------------

Net income (loss) before income tax                          (198,936)           80,755          (434,713)            (50,996)

    Income tax expense (benefit)                                    0                 0                 0                   0
                                                       --------------    --------------    --------------    ----------------

Net income (loss)                                      $     (198,936)   $       80,755    $     (434,713)           ($50,996)
                                                       ==============    ==============    ==============    ================

Net income (loss) per common share                     $      (0.02)     $       0.01      $      (0.04)     $        (0.01)
                                                       ==============    ==============    ==============    ================

Weighted average number of common shares
outstanding                                                11,138,550         9,000,000        11,084,441           9,000,000
                                                       ==============    ==============    ==============    ================

</TABLE>








     The accompanying notes are an integral part of the financial statements


                                       F-3

<PAGE>



                      Diversified Product Inspections, Inc.
          Consolidated Statements of Stockholders' Equity (Deficiency)



<TABLE>
<CAPTION>
<S>                                              <C>          <C>           <C>             <C>          <C>
                                                                                                              Total
                                                                              Additional                  Stockholders'
                                                  Number of      Common        Paid-in                       Equity
                                                    Shares        Stock        Capital        Deficit     (Deficiency)
                                                 ------------ ------------- --------------  ------------ ---------------

BEGINNING BALANCE,
December 31, 1998                                   9,000,000 $   9,000,000 $   (8,639,900) $   (530,576)      $(170,476)

Year ended December 31, 1999:
Net loss                                                    0             0              0       (13,469)        (13,469)
                                                 ------------ ------------- --------------  ------------ ---------------

BALANCE, December 31, 1999                          9,000,000     9,000,000     (8,639,900)     (544,045)       (183,945)

Nine months ended September 30, 2000:
-------------------------------------
(unaudited)
1st qtr. shares issued for cash                       241,900       241,900        123,760             0         365,660
Reverse merger                                      1,875,000    (9,240,788)     9,240,941             0             153
3rd qtr. shares issued for cash                        43,300             4         93,246             0          93,250

Net income (loss)                                           0             0              0      (434,713)       (434,713)
                                                 ------------ ------------- --------------  ------------ ---------------

ENDING BALANCE, September 30, 2000
(unaudited)                                        11,160,200       $1,116        $818,047     $(978,758)      $(159,595)
                                                 ============ ============= ==============  ============ ===============
</TABLE>















     The accompanying notes are an integral part of the financial statements


                                       F-4

<PAGE>



                      Diversified Product Inspections, Inc.
                      Consolidated Statements of Cash Flows
                         Nine Months Ended September 30,
                                   (unaudited)
<TABLE>
<CAPTION>
<S>                                                                          <C>                   <C>


                                                                                     2000                  1999
                                                                              ------------------    -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                             $         (434,713)              $(50,996)
Adjustments to reconcile net loss to net cash used by operating activities:
     Depreciation                                                                         20,136                  9,594
Changes in operating assets and liabilities:
     (Increase) decrease in accounts receivable                                          (25,994)               (19,719)
     Increase (decrease) in accounts payable                                             174,034                 41,387
     Accrued income taxes                                                                  3,378                      0
     Increase (decrease) accrued salaries                                                 64,657                 64,309
                                                                              ------------------    -------------------

Net cash  provided (used) by operating activities                                       (198,502)                44,575
                                                                              ------------------    -------------------

CASH FLOW FROM INVESTING ACTIVITIES:
     Purchase of property and equipment                                                  (47,677)               (37,886)
     Other assets                                                                         (4,400)                     0
     Deposit on real property                                                           (235,500)                     0
                                                                              ------------------    -------------------

Net cash provided (used) by investing activities                                        (287,577)               (37,886)
                                                                              ------------------    -------------------

CASH FLOW FROM FINANCING ACTIVITIES:
     Shareholder advances                                                                      0                      0
     Shareholder advance repayments                                                            0                (13,500)
     Common stock sold for cash, net                                                     458,910                      0
     Proceeds of  long-term debt                                                          45,599                 32,272

     Debt payments                                                                        (8,856)                (4,008)
                                                                              ------------------    -------------------

Net cash provided by financing activities                                                495,653                 14,764
                                                                              ------------------    -------------------

Net increase (decrease) in cash and equivalents                                            9,574                 21,453

CASH and equivalents, beginning of period                                                 53,335                 20,700
                                                                              ------------------    -------------------

CASH and equivalents, end of period                                                      $62,909                $42,153
                                                                              ==================    ===================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:

Interest paid in cash                                                                     $9,266                 $2,360
                                                                              ==================    ===================

Non-Cash Investing Activity:
Rent payable added to deposit on real property                                $          136,625    $                 0
                                                                              ==================    ===================
</TABLE>










     The accompanying notes are an integral part of the financial statements


                                       F-5

<PAGE>



                      Diversified Product Inspections, Inc.
                   Notes to Consolidated Financial Statements

     (Information  with regard to the nine months ended  September  30, 2000 and
1999 is unaudited)

     (1) Summary of Significant  Accounting  Principles  TheCompany  Diversified
Product Inspections,  Inc., (the "Company"),  is a Florida chartered corporation
which conducts  business from its offices in Oak Ridge,  Tennessee.  The Company
was incorporated on September 30, 1991. The Company is engaged  primarily in the
inspection and investigation of product liability claims.  All investigators are
licensed in the state where they practice.

     The  following  summarize  the more  significant  accounting  and reporting
policies and practices of the Company:

          a) Use of estimates In preparing the financial statements,  management
          is required to make estimates and assumptions that affect the reported
          amounts of assets and  liabilities as of the date of the statements of
          financial  condition,  and  revenues  and  expenses  for the year then
          ended. Actual results may differ significantly from those estimates.

          b) Net  income  (loss) per common  share  Basic net income  (loss) per
          weighted  average  common share is computed by dividing the net income
          (loss) by the weighted  average  number of common  shares  outstanding
          during the period.

          c) Property and  equipment  All property and  equipment is recorded at
          cost and depreciated over their estimated useful lives, generally 3, 5
          or 7 years, using the straight-line  method.  Upon sale or retirement,
          the costs and related  accumulated  depreciation  are eliminated  from
          their respective accounts,  and the resulting gain or loss is included
          in the results of operations. Repairs and maintenance charges which do
          not increase the useful lives of the assets are charged to  operations
          as incurred.  Depreciation expense was $20,136 and $9,594 for the nine
          months ended September 30, 2000 and 1999, respectively.

          d) Cash and  equivalents  The Company  considers  investments  with an
          initial maturity of three months or less as cash equivalents.

          e) Principles of consolidation The consolidated  financial  statements
          include the accounts of Diversified Product Inspections,  Inc. and its
          wholly owned subsidiary.  Inter-company balances and transactions have
          been eliminated.

          f) Significant  acquisition  In March 2000,  Shoe Krazy,  Inc.  issued
          9,241,900  shares  of  common  stock to  acquire  all the  issued  and
          outstanding  shares  of  the  common  stock  of  Diversified   Product
          Inspections,  Inc., a Florida corporation,  in a reverse merger, which
          was  accounted  for  as  a  reorganization   of  Diversified   Product
          Inspections, Inc.

          g) Interim financial information The financial statements for the nine
          months ended September 30, 2000 and 1999 are unaudited and include all
          adjustments  which in the opinion of management are necessary for fair
          presentation,  and  such  adjustments  are of a normal  and  recurring
          nature.  The results for the nine months are not  indicative of a full
          year's results.

     (2)  Stockholders'  Equity The Company has authorized  10,000,000 shares of
$1.00 par value common stock. The Company has 9,000,000 and 11,160,200 shares of
common stock issued and outstanding at December 31, 1999 and September 30, 2000.




                                       F-6

<PAGE>


                      Diversified Product Inspections, Inc.
                   Notes to Consolidated Financial Statements


     (2) Stockholders'  Equity (Continued) In September 1991, the Company issued
9,000,000  shares to its founder for cash of $100.  Through  September 1996, the
three principal officers and founders of the Company  contributed their services
to the  Company,  in the amount of $24,000 each per year,  totaling  $72,000 per
year and $360,000 for the five years. The Company recorded  contributed  capital
and expense for each of those years.

         In January and February 2000, the Company sold 241,900 shares of common
         stock for $440,660  cash, net of offering  costs,  under a Regulation D
         Rule 504 private  placement.  This  offering  was  completed  through a
         registered broker/dealer. In the third quarter, the Company sold 43,300
         shares of common stock for $93,250 cash.

(3)      Income Taxes Deferred income taxes  (benefits) are provided for certain
         income and expenses which are  recognized in different  periods for tax
         and financial reporting purposes. The Company had a net deferred income
         tax asset of $22,556 at December 31, 1999 and September  30, 2000.  The
         deferred  tax asset is composed of accruals not  currently  deductible,
         net of valuation allowance.

(4)      Going Concern As shown in the accompanying  financial  statements,  the
         Company incurred a net loss totaling $435,000 for the nine months ended
         September 30, 2000, and reflects stockholders' deficit of approximately
         $83,000 as of  September  30,  2000.  The Company  has  entered  into a
         conditional  contract  to  purchase  certain  real estate at a price of
         $1,800,000.  These conditions raise substantial doubt as to the ability
         of the  Company to  continue  as a going  concern.  The  ability of the
         Company to continue as a going  concern is  dependent  upon  increasing
         sales and obtaining  additional capital and financing.  The Company has
         retained a registered  broker/dealer  to raise additional funds for the
         Company.  The financial  statements do not include any adjustments that
         might be  necessary  if the  Company is unable to  continue  as a going
         concern.

(5)      Long-Term  Debt  The  Company  is  committed  to two  auto  loans  with
         remaining  balances of $3,900 and $17,000 at September  30,  2000.  The
         Company makes monthly loan payments of $200 and $600 on those loans.

(6)      Commitments  The  Company  leased two  facilities  in Florida and North
         Carolina.  In addition,  the Company leases warehouse  storage space in
         Florida and  Tennessee.  The Florida  office lease is a  month-to-month
         lease at $920 per month.  The Company is  responsible  for insuring the
         premises.  The  North  Carolina  office  lease  was $900 per  month and
         expired May 1, 2000. The lease is now on a  month-to-month  basis.  The
         warehouse  storage  lease  is also  month  to  month,  and the  storage
         facility bills the Company monthly for space utilized.

         The Company is obligated under three capitalized  equipment leases with
         remaining balances of $8,500, $4,300 and $34,900 at September 30, 2000.
         Under those  leases,  the  Company is  obligated  to payments  totaling
         $10,000,  $16,000  and $22,400  for the twelve  months  ending June 30,
         2001, 2002 and 2003, respectively, and none thereafter.

         In  February,  the  Company  entered  into a  lease  on a  building  in
         Tennessee  comprised with a floor area of  approximately  30,000 square
         feet. The lease expires December 20, 2000 and the fixed minimum rent is
         $30,000  per month  (based on $12.00 per square  foot per  annum).  The
         lessee has also entered  into an  agreement  to purchase the  facility.
         Lessee and lessor  agree that  portions of the fixed  minimum  payments
         shall be applied to the purchase price under the agreement of sale that
         follows.






                                       F-7

<PAGE>

                      Diversified Product Inspections, Inc.
                   Notes to Consolidated Financial Statements


(6)  Commitments  (Continued) If the closing and the settlement  date is set for
any date within the specified periods:

     (a) December 20, 1999 and March 31, 2000,  then 100%,  or (b) April 1, 2000
     and June 30,  2000,  then 85%, or (c) July 1, 2000 and  September  3, 2000,
     then 75%, or (d) October 1, 2000 and  December  31,  2000,  then 50% of all
     fixed minimum rent  payments paid prior to closing shall be applied  toward
     the purchase price.

     The Company is  responsible  for taxes,  maintenance  and  insurance of the
premises under the terms of the lease.

(7) Subsequent Events

         a) Commitments - related party  Effective  October 1, 2000, the Company
         and its CFO entered  into a one-year  employment  contract.  Under this
         contract,  the CFO earns 6,250  shares of common  stock in lieu of cash
         payment for each month of service  provided to the Company.  The 75,000
         shares of common stock  underlying  this  contract have been issued and
         are held in escrow by the Company's counsel.

         b)  Accrued  salaries  payable  On  November  14,  2000,  the  Board of
         Directors  approved  the  payment of the  accrued  salaries  payable by
         issuing approximately 363,000 shares of common stock.


                                       F-8

<PAGE>



Item 2.           Management's Plan of Operation

General

     Diversified  Products  Inspections,  Inc., a Florida  corporation  of which
Diversified  Product  Investigations,  a Florida  corporation  is a wholly owned
subsidiary,  (the  "Company")  relied upon Section 4(2) of the Securities Act of
1933, as amended (the "Act") and Rule 506 of Regulation D promulgated thereunder
("Rule 506") for several transactions.  The facts relied upon the by the Company
to make the federal exemption available include the following: (i) the aggregate
offering  price for the  offering  of the shares of Common  Stock did not exceed
$5,000,000, less the aggregate offering price for all securities sold within the
twelve  months  before  the start of and during  the  offering  of the shares in
reliance on any exemption under Section 3(b) of, or in violation of Section 5(a)
of the Act; (ii) no general  solicitation  or  advertising  was conducted by the
Company in connection  with the offering of any of the shares;  (iii) there were
no more than 35 purchasers from the Issuer in the offering;  (iv) the purchasers
were all  accredited  investors  and the books and records of the  Company  were
available  and  reviewed  by each  investor;  and,  (v) the  required  number of
manually executed originals and true copies of Form D were duly and timely filed
with the U.S. Securities and Exchange Commission.

     In July 2000, the Company sold 25,000 shares of its Common Stock to one (1)
investor for  $50,000.  The Company  actually  received  $45,000,  as $5,000 was
deducted  as an agent fee.  The  Company  also  issued  warrants  to purchase an
additional 12,500 shares  exercisable at a price of $0.01 per share for a period
of three (3) years in connection  with such sale. Both the shares and the shares
underlying the warrants carry mandatory  registration rights. For such offering,
the Company relied upon Section 4(2) of the Act and Rule 506. No state exemption
was necessary, as the purchaser is located in Canada.

     In August 2000, the Company  initiated an offering of its restricted Common
Stock at a price of $2.50 per share.  Since that time,  5,520  shares  have been
sold to ten (10)  investors  for a total of  $13,800.  The shares have yet to be
issued.  The offering is ongoing.  For such  offering,  the Company  relied upon
Section  4(2) of the Act,  Rule 506,  Section  25102.1 of the  California  Code,
Section  517.061(11)  of the Florida Code and Section  48-2-125 of the Tennessee
Code.

     The  facts  relied  upon to  make  the  California  Exemption  include  the
following:  (i) the  Company  filed a completed  SEC Form D with the  California
Department  of  Corporations;  (ii) the  Company  executed a Form U-2 consent to
service of process  in the state of  California;  (iii) the Forms were filed not
later than 15 days after the first sale of the securities in California; and (v)
the Company paid an appropriate filing fee.

     The facts  relied upon to make the Florida  exemption  available  are:  (i)
sales of the shares of Common Stock were not made to more than 35 persons;  (ii)
neither  the offer nor the sale of any of the  shares  was  accomplished  by the
publication of any advertisement;  (iii) all purchasers either had a preexisting
personal or business  relationship with one or more of the executive officers of
the

                                    1

<PAGE>



Company  or, by reason  of their  business  or  financial  experience,  could be
reasonably  assumed to have the  capacity  to  protect  their own  interests  in
connection with the  transaction;  (iv) each purchaser  represented  that he was
purchasing  for his own account and not with a view to or for sale in connection
with any  distribution of the shares;  and (v) prior to sale, each purchaser had
reasonable  access to or was  furnished  all  material  books and records of the
Company,   all  material  contracts  and  documents  relating  to  the  proposed
transaction,  and had an opportunity  to question the executive  officers of the
Company.   Pursuant  to  Rule  3E-500.005,   in  offerings  made  under  Section
517.061(11)  of the Florida  Statutes,  an offering  memorandum is not required;
however each  purchaser (or his  representative)  must be provided with or given
reasonable access to full and fair disclosure of material information. An issuer
is deemed to be satisfied if such purchaser or his representative has been given
access to all material books and records of the issuer;  all material  contracts
and  documents  relating to the  proposed  transaction;  and an  opportunity  to
question the appropriate executive officer.

     The  facts  relied  upon  to  make  the  Tennessee  Exemption  include  the
following:  (i) the  Company  filed a  completed  SEC Form D with the  Tennessee
Division of Securities; (ii) the Form was filed not later than 15 days after the
first sale;  (iii) the Company  provided the Tennessee  Division of Securities a
copy of the  information  furnished  by the  Company to the  offerees,  (iv) the
Company  executed a Form U-2 consent to service of process;  and (v) the Company
paid an appropriate filing fee.

     In September  2000, the Company  entered into an employment  agreement with
Dean Madden to be the Chief Financial  Officer of the Company.  The agreement is
for a period  of one (1)  year.  Compensation  is in the form of  shares  of the
Company's  restricted  Common Stock. Mr. Madden earns 6,250 shares of stock each
month,  however the stock is subject to an escrow  agreement  which provides for
its  release  in  October  2001.  The  stock has not yet been  issued.  For such
offering,  the Company relied upon Section 4(2) of the Act, Rule 506 and Section
48-2-125 of the Tennessee Code.

     The  facts  relied  upon  to  make  the  Tennessee  Exemption  include  the
following:  (i) the  Company  filed a  completed  SEC Form D with the  Tennessee
Division of Securities; (ii) the Form was filed not later than 15 days after the
first sale;  (iii) the Company  provided the Tennessee  Division of Securities a
copy of the  information  furnished  by the  Company to the  offerees,  (iv) the
Company  executed a Form U-2 consent to service of process;  and (v) the Company
paid an appropriate filing fee.

     In October 2000,  the Board of Directors  elected to extend  termination of
the  Company's  ongoing  private  offering,  which was to terminate on or before
October 31, 2000 to December 31, 2000.

     In  November  2000 the Board of  Directors  elected  to  convert a total of
$362,932  in  accrued  unpaid  salaries  to  362,992  shares  of  the  Company's
restricted  Common Stock.  The  individuals  owed such  salaries  agreed to such
shares  of  stock  in lieu of such  salary.  Marvin  Stacy,  the  current  Vice-
President of the Company  received  120,997 of such shares.  John  VanZyll,  the
President  received 120,997 of such shares.  Ann Furlong,  the Company's current
Secretary,  received  120,998 of such shares.  The shares have yet to be issued.
For such offering, the Company relied upon Section 4(2) of the Act, Rule 506 and
Section 517.061(11) of the Florida Code and Section 48-2-125 , as interpreted by
Rule 0780-4-2-.11 of the Tennessee Securities Act of 1980.

     The facts  relied upon to make the Florida  exemption  available  are:  (i)
sales of the shares of Common Stock were not made to more than 35 persons;  (ii)
neither  the offer nor the sale of any of the  shares  was  accomplished  by the
publication of any advertisement;  (iii) all purchasers either had a preexisting
personal or business  relationship with one or more of the executive officers of
the Company or, by reason of their  business or financial  experience,  could be
reasonably  assumed to have the  capacity  to  protect  their own  interests  in
connection with the  transaction;  (iv) each purchaser  represented  that he was
purchasing  for his own account and not with a view to or for sale in connection
with any  distribution of the shares;  and (v) prior to sale, each purchaser had
reasonable  access to or was  furnished  all  material  books and records of the
Company,   all  material  contracts  and  documents  relating  to  the  proposed
transaction,  and had an opportunity  to question the executive  officers of the
Company.   Pursuant  to  Rule  3E-500.005,   in  offerings  made  under  Section
517.061(11)  of the Florida  Statutes,  an offering  memorandum is not required;
however each  purchaser (or his  representative)  must be provided with or given
reasonable access to full and fair disclosure of material information. An issuer
is deemed to be satisfied if such purchaser or his representative has been given
access to all material books and records of the issuer;  all material  contracts
and  documents  relating to the  proposed  transaction;  and an  opportunity  to
question the appropriate executive officer.

     The  facts  relied  upon  to  make  the  Tennessee  Exemption  include  the
following:  (i) the  Company  filed a  completed  SEC Form D with the  Tennessee
Division of Securities; (ii) the Form was filed not later than 15 days after the
first sale;  (iii) the Company  provided the Tennessee  Division of Securities a
copy of the  information  furnished  by the  Company to the  offerees,  (iv) the
Company  executed a Form U-2 consent to service of process;  and (v) the Company
paid an appropriate filing fee.

<PAGE>

Plan of Operation

     The Company was initially a development  stage company with limited  assets
or capital,  with  significant  initial  operations  but no operations or income
since approximately 1995 when it acquired its subsidiary in March 2000.

     In the coming  months,  the Company will focus its efforts on marketing its
newly acquired primary business, subrogation recovery. This business entails the
determination   of  the  "Origin   and  Cause"  of  property   damages  and  the
identification  of the defective  product which caused such loss.  The Company's
proprietary Origin and Cause data on over 300,000 products enables it to quickly
identify  a  manufacturer  of a  defective  product  which it can sell to market
participants in the Insurance Industry at cost-effective levels.



<PAGE>




Results of Operations for the Six Months Ended September 30, 2000 and 1999

Financial Condition, Capital Resources and Liquidity

     At  September  30,  2000,  the Company  had assets  totaling  $654,554  and
$814,149 in  liabilities.  The Company has $62,909 in working capital on hand in
cash  and cash  equivalents  as of  September  30,  2000.  A  discussion  of the
Company's financial  condition,  capital resources and liquidity as of September
30, 1999 would not be material due to its developmental  stage status and recent
reorganization.

     It is the Company's intention to raise up to $2,000,000 in cash through the
sale of  additional  equity  capital  pursuant to an ongoing  Regulation  D, 506
Private Placement Offering,  however,  the can be no assurance that they will be
successful in their  efforts.  The ability of the Company to continue as a going
concern is dependent upon the availability of obtaining additional capital.

Net Operating Losses

     The Company has  incurred a net  operating  loss of $198,936  for the three
months ended September 30, 2000.

Forward-Looking Statements

     This Form 10-QSB includes  "forward-looking  statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities  Exchange  Act of  1934,  as  amended.  All  statements,  other  than
statements of historical  facts,  included or  incorporated by reference in this
Form 10-QSB which address  activities,  events or developments which the Company
expects or anticipates will or may occur in the future, including such things as
future capital expenditures  (including the amount and nature thereof),  finding
suitable merger or acquisition candidates, expansion and growth of the Company's
business and operations, and other such matters are forward-looking  statements.
These  statements  are based on certain  assumptions  and  analyses  made by the
Company in light of its  experience  and its  perception of  historical  trends,
current conditions and expected future  developments as well as other factors it
believes are appropriate in the circumstances.  However,  whether actual results
or developments will conform with the Company's  expectations and predictions is
subject  to a number of risks and  uncertainties,  general  economic  market and
business  conditions;  the business  opportunities (or lack thereof) that may be
presented  to and pursued by the  Company;  changes in laws or  regulation;  and
other   factors,   most  of  which  are  beyond  the  control  of  the  Company.
Consequently, all of the forward-looking statements made in this Form 10-QSB are
qualified by these cautionary  statements and there can be no assurance that the
actual results or  developments  anticipated by the Company will be realized or,
even if substantially  realized, that they will have the expected consequence to
or effects on the Company or its business or operations.



<PAGE>


PART II

Item 1.           Legal Proceedings.


     The  Company  knows  of no legal  proceedings  to which it is a party or to
which any of its  property  is the  subject  which are  pending,  threatened  or
contemplated or any unsatisfied judgments against the Company.

Item 2.           Changes in Securities and Use of Proceeds

     None

Item 3.           Defaults in Senior Securities

     None

Item 4.           Submission of Matters to a Vote of Security Holders.

     None.

Item 5.           Other Information

     None.


Item 6.           Exhibits and Reports on Form 8-K

     (a) The exhibits  required to be filed  herewith by Item 601 of  Regulation
S-B, as described in the following index of exhibits, are incorporated herein by
reference, as follows:

<TABLE>
<CAPTION>
<S>      <C>      <C>

Exhibit No.                Description
----------------------------------------------------------------------
3(i).1   [1]      Articles of Incorporation filed October 17, 1994

3(i).2   [1]      Articles of Amendment filed December 15, 1998.

3(i).3   [3]      Articles of Amendment changing the Company name from Shoe Crazy, Inc. to
                  Diversified Product Inspections, Inc. filed May 19, 2000.

3(i).4   [3]      Articles of Amendment changing the name of the Company's subsidiary from
                  Diversified Product Inspections, Inc. to Diversified Product Investigations, Inc. filed
                  May 19, 2000.

3(ii).1  [1]      By-laws.

4.1      [2]      Share Exchange Agreement between the Company, Diversified Product Inspections,
                  Inc. and the holders of 100% of the Common Stock of Diversified Product
                  Inspections, Inc. dated March 13, 2000.
</TABLE>




<PAGE>


<TABLE>
<CAPTION>
<S>      <C>      <C>
4.2      [4]      Common Stock Purchase Agreement with Thomson Kernaghan & Co., Ltd., as
                  Agent dated July 2000.

4.3      [4]      Registration Rights Agreement with Thomson Kernaghan & Co., Ltd. dated July
                  2000.

4.4      [4]      Agent's Warrant in favor of Thomson Kernaghan & Co., Ltd. dated July 2000.

4.5      [4]      Purchaser's Warrant in favor of Thomson Kernaghan & Co., Ltd. dated July 2000.

4.6      *        Form of Private Placement offering dated August 1, 2000.

10.1     [4]      Employment Agreement between the Company and Dean Madden dated September
                  23, 2000.

10.2     [4]      Conversion by John Van Zyll of unpaid salary to shares of the Company's Common
                  Stock.

10.3     [4]      Conversion by Marvin Stacy of unpaid salary to shares of the Company's Common
                  Stock.

10.4     [4]      Conversion by Ann Furlong of unpaid salary to shares of the Company's Common
                  Stock.

27.1     *        Financial Data Schedule.
-----------------------------------------

[1]      Incorporated   herein  by  reference  to  the  Company's   Registration
         Statement on Form 10-SB filed March 29, 1999.

[2]      Incorporated  herein by reference to the  Company's  Current  Report on
         Form 8K filed March 21, 2000.

[3]      Incorporated  herein by reference to the Company's Quarterly Report for
         the quarter ended March 30, 2000 on Form 10 QSB filed May 22, 2000.

[4]      Incorporated  herin by reference to the Company's  Quarterly Report for
         the quarter ended September 30, 2000 on Form 10QSB filed November 20,
         2000.

*        Filed herewith

(b)      The Company filed a report on Form 8K on March 21, 2000 in connection
         with the Company's  acquisition  of  Diversified  Product  Inspections,
         Inc., a Florida corporation.

         The Company filed a report on Form 8K on May 22, 2000 with the required
         financial  statements  pursuant  to its  first  report on Form 8K filed
         March  21,  2000  and  also  changed  its  fiscal  year  to that of its
         subsidiary, December 31.

     The Company filed two (2) reports on Form 8KA on May 26, 2000.

</TABLE>


<PAGE>


                                   SIGNATURES
                                   ----------

     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                          DIVERSIFIED PRODUCT INSPECTIONS, INC.
                          (Registrant)

Date: November 21, 2000   BY: /s/ John Van Zyll
                          --------------------------------
                          John Van Zyll, Chairman, President and Chief Executive
                          Officer

                          BY: /s/ Marvin Stacy
                          --------------------------------
                          Marvin Stacy, Chief Operating Officer and Director

                          BY: /s/ Ann Furlong
                          --------------------------------
                          Ann Furlong, Secretary and Director

                          BY: /s/ Dean Madden
                          --------------------------------
                          Dean Madden, Chief Financial Officer, Treasurer and
                          Director

                          BY: /s/ David Dowell
                          --------------------------------
                          David Dowell, Director