EXHIBIT 4.6

                      DIVERSIFIED PRODUCT INSPECTIONS, INC.
                     (Incorporated in the State of Florida)

              Offing of No More than 800,000 Shares of Common Stock
                             Until October 31, 2000

                         Offering Price: $2.50 per Share
                  Minimum Subscription: 20,000 Shares ($50,000)

     THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. PROSPECTIVE PURCHASERS
        SHOULD BE PREPARED TO SUSTAIN A LOSS OF THEIR ENTIRE INVESTMENT.

     Reference  is made to the  information  contained  under the caption  ARisk
Factors@ in this Memorandum.  The Company does not guarantee or imply that there
is, or that there will be a market for the resale of these shares.  In addition,
investors  in the Common  Stock  must be willing  and able to accept the lack of
liquidity inherent in an investment in high-risk securities.

       THIS IS A "NO MINIMUM" STOCK OFFERING AND SHARES WILL BE ISSUED TO
          PURCHASERS UPON ACCEPTANCE BY THE COMPANY OF EACH INDIVIDUAL
                                  SUBSCRIPTION

     The Company is  offering  800,000  Shares of its Common  Stock at $2.50 per
share to qualified  investors  pursuant to an exemption from registration  under
the Securities Act of 1933.  Each purchaser will be required to buy a minimum of
twenty thousand (20,000) Shares,  for a minimum  consideration of fifty thousand
dollars  ($50,000).  However,  the  Company  reserves  the  right,  in its  sole
discretion, to sell less than the minimum subscription. (1)

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

                                              Price to Public (2)                 Discounts and           Proceeds to the
                                                                                Commissions (3)                Issuer (4)
----------------------------------- ----------------------------- ----------------------------- -------------------------

Per Share                                                   $2.50                         $0.25                     $2.25

----------------------------------- ----------------------------- ----------------------------- -------------------------

Per Minimum                                               $50,000                        $5,000                   $45,000
Subscription
----------------------------------- ----------------------------- ----------------------------- -------------------------

Total Maximum Offering                                 $2,000,000                      $200,000                $1,800,000
----------------------------------- ----------------------------- ----------------------------- -------------------------
</TABLE>


THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE ACCURACY OR ADEQUACY OF THIS
OFFERING MEMORANDUM BEEN CONSIDERED OR PASSED UPON BY ANY
REGULATORY AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.


     (1) This offering is made by the Company on a "best efforts"  basis,  for a
period of 180 days from the date of this Memorandum and may be extended,  at the
option of the  Company for an  additional  period or periods  not  exceeding  an
additional 180 days in the aggregate.

     (2) No  commissions  will be paid in  connection  with sales which are made
directly by the management of the Company.

     (3)  Before   deducting   certain  other   consulting,   organization   and
preoperating  cost(s)  payable by the  Company  including  legal and  accounting
expenses.

                                  The date of this Memorandum is August 1, 2000.

<PAGE>




                              TABLE OF CONTENTS

                                                                        Page No.
Summary of Offering...........................................................11

Risk Factors..................................................................12

Dilution......................................................................13

Capitalization................................................................13

Use of Proceeds...............................................................13

Business......................................................................13

Management....................................................................13

Principal Shareholders........................................................14

Description of the Securities.................................................15

Plan of Distribution..........................................................15


                                   EXHIBITS

Business Plan (Attached).......................................................A

Financial Projections (Attached)...............................................B

SEC 15c-211 (Separate Cover) ..................................................C

10QSB Filing of Financials for Period Ending June 30, 2000 (Separate Cover) ...D




                    TO BE COMPLETED AND RETURNED BY INVESTOR


SUBSCRIPTION DOCUMENTS (Separate Cover)  ......................................E

INVESTOR SUITABILITY QUESTIONAIRE (Separate Cover) ............................F





<PAGE>


     THE UNITS ARE BEING  OFFERED  PURSUANT TO AN  EXEMPTION  FROM  REGISTRATION
UNDER THE SECURITIES  ACT OF 1933, AS AMENDED (THE "1933 ACT"),  AND WILL NOT BE
REGISTERED  UNDER THE 1933 ACT, OR  QUALIFIED  UNDER THE  SECURITIES  LAW OF ANY
STATE AND  THEREFORE  CANNOT BE SOLD,  TRANSFERRED  OR PLEDGED IN THE ABSENCE OF
SUCH  REGISTRATION  AND  QUALIFICATION,  OR  THE  AVAILABILITY  OF AN  EXEMPTION
THEREFROM. THERE IS NO PUBLIC OR OTHER MARKET FOR SUCH UNITS.

     THE UNITS OFFERED HEREBY INVOLVE RISK AND SHOULD NOT BE PURCHASED BY ANYONE
WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. (SEE "RISK FACTORS.")

     EACH  RECIPIENT MUST RELY UPON HIS OR HER OWN  REPRESENTATIVE  AS TO LEGAL,
TAX AND RELATED MATTERS.

     THE COMPANY  INTENDS TO CONDUCT THE OFFERING  THROUGH THE COMPANY IN SUCH A
MANNER THAT THE SHARES WILL BE SOLD ONLY TO "ACCREDITED  INVESTORS" AS THAT TERM
IS DEFINED IN REGULATION D UNDER THE SECURITIES ACT OF 1933. THE REPRESENTATIONS
OF EACH INVESTOR WILL BE REVIEWED TO DETERMINE THE  SUITABILITY  OF  PROSPECTIVE
INVESTORS (PARTICULARLY  NONACCREDITED INVESTORS), AND THE COMPANY WILL HAVE THE
RIGHT TO REFUSE A SUBSCRIPTION  FOR SHARES IF IN ITS SOLE DISCRETION THE COMPANY
BELIEVES THAT THE PROSPECTIVE INVESTOR DOES NOT MEET THE APPLICABLE  SUITABILITY
REQUIREMENT  OR THAT THE SHARES ARE OTHERWISE AN UNSUITABLE  INVESTMENT  FOR THE
PROSPECTIVE INVESTOR.

     THE COMPANY SHALL PRIOR TO THE SALE OF ANY  SECURITIES  ALLOW EACH INVESTOR
OR HIS AGENT THE  OPPORTUNITY  TO ASK QUESTIONS OF AND RECEIVE  ANSWERS FROM ANY
PERSON  AUTHORIZED TO ACT ON BEHALF OF THE COMPANY  CONCERNING ANY ASPECT OF THE
INVESTMENT AND TO OBTAIN ANY ADDITIONAL  INFORMATION  (TO THE EXTENT THE COMPANY
POSSESSES SUCH INFORMATION)  NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION
CONTAINED IN THIS OFFERING MEMORANDUM. INVESTORS OR THEIR REPRESENTATIVES HAVING
QUESTIONS OR DESIRING  ADDITIONAL  INFORMATION  SHOULD CONTACT MR. JOHN VAN ZYLL
(865) 482-8480.



<PAGE>

                                        5

                     NOTICES TO RESIDENTS OF CERTAIN STATES


                           NOTICE TO ALABAMA RESIDENTS

     THESE  SECURITIES  ARE OFFERED  PURSUANT TO A CLAIM OF EXEMPTION  UNDER THE
ALABAMA  SECURITIES ACT. A REGISTRATION  STATEMENT  RELATING TO THESE SECURITIES
HAS NOT BEEN FILED WITH THE ALABAMA SECURITIES  COMMISSION.  THE COMMISSION DOES
NOT RECOMMEND OR ENDORSE THE PURCHASE OF ANY  SECURITIES,  NOR DOES IT PASS UPON
THE ACCURACY OR COMPLETENESS OF THIS OFFERING MEMORANDUM.  ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

     ANYTHING TO THE  CONTRARY  HEREIN  NOTWITHSTANDING,  THE  INVESTMENT  OF AN
ALABAMA PURCHASER WHO IS NOT AN ACCREDITED  INVESTOR MAY NOT EXCEED TWENTY (20%)
PERCENT  OF SUCH  PURCHASER'S  NET  WORTH,  EXCLUSIVE  OF  PRINCIPAL  RESIDENCE,
FURNISHINGS AND AUTOMOBILES.

                           NOTICE TO ALASKA RESIDENTS

     THESE SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE ALASKA  SECURITIES ACT
AND MAY NOT BE SOLD WITHOUT REGISTRATION UNDER THAT ACT OR EXEMPTION THEREFROM.

                           NOTICE TO ARIZONA RESIDENTS

     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE ARIZONA  SECURITIES ACT
AND ARE  BEING  SOLD  IN  RELIANCE  UPON  THE  EXEMPTION  CONTAINED  IN  SECTION
44-1844(1) OF SUCH ACT. THESE  SECURITIES  MAY NOT BE SOLD WITHOUT  REGISTRATION
UNDER SUCH ACT OR EXEMPTION THEREFROM.

     ARIZONA  RESIDENTS  MUST HAVE  EITHER  (i) A MINIMUM  NET WORTH OF AT LEAST
SEVENTY- FIVE THOUSAND  ($75,000) DOLLARS  [EXCLUDING HOME, HOME FURNISHINGS AND
AUTOMOBILES]  AND  A  MINIMUM  ANNUAL  GROSS  INCOME  OF  SEVENTY-FIVE  THOUSAND
($75,000)  DOLLARS;  OR (ii) A NET  WORTH OF AT LEAST  TWO  HUNDRED  TWENTY-FIVE
THOUSAND ($225,000) DOLLARS [AS COMPUTED ABOVE].

                          NOTICE TO ARKANSAS RESIDENTS

     THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER SECTION
14(b)(14) OF THE ARKANSAS  SECURITIES ACT AND SECTION 4(2) OF THE SECURITIES ACT
OF 1933. A  REGISTRATION  STATEMENT  RELATING TO THESE  SECURITIES  HAS NOT BEEN
FILED  WITH  THE  ARKANSAS  SECURITIES  DEPARTMENT  OR WITH THE  SECURITIES  AND
EXCHANGE  COMMISSION.  NEITHER THE DEPARTMENT NOR THE COMMISSION HAS PASSED UPON
THE VALUE OF THESE SECURITIES,  MADE ANY  RECOMMENDATIONS  AS TO THEIR PURCHASE,
APPROVED OR DISAPPROVED THE OFFERING, OR PASSED UPON THE ADEQUACY OR ACCURACY OF
THIS OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.






                                        6


<PAGE>

     NOTWITHSTANDING  ANYTHING TO THE CONTRARY  HEREIN,  AN INVESTMENT BY A NON-
ACCREDITED  INVESTOR MAY NOT EXCEED TWENTY (20%) PERCENT OF THE  INVESTOR'S  NET
WORTH AT THE TIME OF PURCHASE, ALONE OR JOINTLY WITH SPOUSE.

                         NOTICE TO CALIFORNIA RESIDENTS

     IF THE  COMPANY  ELECTS TO SELL  SHARES IN THE STATE OF  CALIFORNIA,  IT IS
UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THE SHARES,  OR OTHER Unit THEREIN,
OR TO RECEIVE ANY  CONSIDERATION  THEREFORE WITHOUT THE PRIOR WRITTEN CONSENT OF
THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED
IN THE COMMISSIONER'S RULES. NOTICE TO CONNECTICUT RESIDENTS

     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE CONNECTICUT  SECURITIES
ACT  AND  MAY  NOT BE SOLD OR  TRANSFERRED  WITHOUT  REGISTRATION  OR  EXEMPTION
THEREFROM.

                          NOTICE TO DELAWARE RESIDENTS

     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE DELAWARE SECURITIES ACT
AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT REGISTRATION OR EXEMPTION THEREFROM.

                           NOTICE TO FLORIDA RESIDENTS

     THE SHARES  REFERRED TO HEREIN WILL BE SOLD TO, AND ACQUIRED BY, THE HOLDER
IN A TRANSACTION EXEMPT UNDER SECTION 517.061 OF THE FLORIDA SECURITIES ACT. THE
SHARES  HAVE NOT BEEN  REGISTERED  UNDER  SAID ACT IN THE STATE OF  FLORIDA.  IN
ADDITION, ALL FLORIDA RESIDENTS SHALL HAVE THE PRIVILEGE OF VOIDING THE PURCHASE
WITHIN  THREE (3) DAYS AFTER THE FIRST TENDER OF  CONSIDERATION  IS MADE BY SUCH
PURCHASER  TO THE ISSUER,  AN AGENT OF THE ISSUER,  OR AN ESCROW AGENT OR WITHIN
THREE (3) DAYS AFTER THE  AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH
PURCHASER, WHICHEVER OCCURS LATER.

                           NOTICE TO GEORGIA RESIDENTS

     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE GEORGIA  SECURITIES ACT
OF 1973, AS AMENDED,  IN RELIANCE UPON AN EXEMPTION FROM  REGISTRATION SET FORTH
IN SECTION  9(m) OF SUCH ACT AND THE  SECURITIES  CANNOT BE SOLD OR  TRANSFERRED
EXCEPT  IN A  TRANSACTION  WHICH IS  EXEMPT  UNDER  SUCH ACT OR  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER SUCH ACT OR IN A TRANSACTION  WHICH IS
OTHERWISE IN COMPLIANCE WITH SAID ACT.

                            NOTICE TO IDAHO RESIDENTS

     THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE IDAHO  SECURITIES ACT
AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT REGISTRATION OR EXEMPTION THEREFROM.

     ANYTHING  TO  THE  CONTRARY  NOTWITHSTANDING,  THE  INVESTMENT  BY AN  NON-
ACCREDITED  INVESTOR  MAY NOT EXCEED TEN (10%)  PERCENT  OF THE  INVESTOR'S  NET
WORTH.



                                        7
<PAGE>


                           NOTICE TO INDIANA RESIDENTS

     EACH INVESTOR  PURCHASING  SHARES MUST WARRANT THAT HE HAS EITHER (i) A NET
WORTH (EXCLUSIVE OF HOME, HOME  FURNISHINGS AND  AUTOMOBILES)  EQUAL TO AT LEAST
THREE  (3)  TIMES  THE  AMOUNT  OF HIS  INVESTMENT  BUT IN NO  EVENT  LESS  THAN
SEVENTY-FIVE  THOUSAND ($75,000) DOLLARS OR (ii) A NET WORTH (EXCLUSIVE OF HOME,
HOME FURNISHINGS AND AUTOMOBILES OF TWO (2) TIMES HIS INVESTMENT BUT IN NO EVENT
LESS  THAN  THIRTY  THOUSAND  ($30,000)  DOLLARS  AND A GROSS  INCOME  OF THIRTY
THOUSAND ($30,000) DOLLARS.

                            NOTICE TO IOWA RESIDENTS

     IOWA  RESIDENTS MUST HAVE EITHER (i) A NET WORTH OF AT LEAST FORTY THOUSAND
($40,000)  DOLLARS  [EXCLUDING  HOME, HOME  FURNISHINGS AND  AUTOMOBILES]  AND A
MINIMUM ANNUAL GROSS INCOME OF FORTY THOUSAND ($40,000)  DOLLARS,  OR (ii) A NET
WORTH OF AT  LEAST  ONE  HUNDRED  TWENTY-FIVE  THOUSAND  ($125,000)  DOLLARS  AS
COMPUTED ABOVE.

                           NOTICE TO KANSAS RESIDENTS

     AN INVESTMENT BY AN  NON-ACCREDITED  INVESTOR SHALL NOT EXCEED TWENTY (20%)
PERCENT OF THE INVESTOR'S NET WORTH; EXCLUDING PRINCIPAL RESIDENCE,  FURNISHINGS
THEREIN AND PERSONAL AUTOMOBILES.

                          NOTICE TO KENTUCKY RESIDENTS

     THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (OR OTHER DOCUMENT),  HAVE
BEEN  ISSUED  PURSUANT  TO  A  CLAIM  OF  EXEMPTION  FROM  THE  REGISTRATION  OR
QUALIFICATION  PROVISIONS  OF FEDERAL AND STATE  SECURITIES  LAWS AND MAY NOT BE
SOLD OR TRANSFERRED  WITHOUT  COMPLIANCE WITH THE  REGISTRATION OR QUALIFICATION
PROVISIONS  OF  APPLICABLE  FEDERAL  AND  STATE  SECURITIES  LAWS OR  APPLICABLE
EXEMPTIONS THEREIN.

     ANYTHING TO THE CONTRARY HEREIN  NOTWITHSTANDING,  THE INVESTMENT BY A NON-
ACCREDITED  INVESTOR  MAY NOT EXCEED TEN (10%)  PERCENT  OF THE  INVESTOR'S  NET
WORTH.

                            NOTICE TO MAINE RESIDENTS

     THESE SECURITIES ARE BEING SOLD PURSUANT TO AN EXEMPTION FROM  REGISTRATION
WITH THE BANK  SUPERINTENDENT OF THE STATE OF MAINE UNDER SECTION 10520(2)(R) OF
TITLE  32 OF  THE  MAINE  REVISED  STATUTES.  THESE  SECURITIES  MAY  BE  DEEMED
RESTRICTED  SECURITIES  AND AS SUCH THE  HOLDER  MAY NOT BE ABLE TO  RESELL  THE
SECURITIES  UNLESS  PURSUANT TO REGISTRATION  UNDER STATE OR FEDERAL  SECURITIES
LAWS OR UNLESS AN EXEMPTION UNDER SUCH LAWS EXIST.

                          NOTICE TO MARYLAND RESIDENTS

     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE MARYLAND SECURITIES ACT
IN RELIANCE UPON THE EXEMPTION FROM  REGISTRATION SET FORTH IN SECTION 11-602(9)
OF SUCH ACT. UNLESS THESE  SECURITIES ARE REGISTERED,  THEY MAY NOT BE REOFFERED
FOR SALE OR RESOLD  IN THE STATE OF  MARYLAND,  EXCEPT  AS A  SECURITY,  OR IN A
TRANSACTION EXEMPT UNDER SUCH ACT.



                                        8

<PAGE>

                        NOTICE TO MASSACHUSETTS RESIDENTS

     MASSACHUSETTS  RESIDENTS MUST HAVE HAD EITHER (i) A MINIMUM NET WORTH OF AT
LEAST FIFTY THOUSAND  ($50,000)  DOLLARS  [EXCLUDING  HOME, HOME FURNISHINGS AND
AUTOMOBILES]  AND  HAD  DURING  THE  LAST  YEAR,  OR IT IS  ESTIMATED  THAT  THE
SUBSCRIBER  WILL HAVE  DURING  THE  CURRENT  TAX YEAR,  TAXABLE  INCOME OF FIFTY
THOUSAND  ($50,000)  DOLLARS OR (ii) A NET WORTH OF AT LEAST ONE  HUNDRED  FIFTY
THOUSAND ($150,000) DOLLARS [AS COMPUTED ABOVE].

                          NOTICE TO MICHIGAN RESIDENTS

     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE MICHIGAN SECURITIES ACT
AND MAY NOT BE  SOLD OR  TRANSFERRED  WITHOUT  REGISTRATION  UNDER  THAT  ACT OR
EXEMPTION THEREFROM.

     THE COMPANY SHALL PROVIDE ALL MICHIGAN  INVESTORS  WITH A DETAILED  WRITTEN
STATEMENT OF THE  APPLICATION  OF THE  PROCEEDS OF THE  OFFERING  WITHIN SIX (6)
MONTHS AFTER  COMMENCEMENT OF THE OFFERING OR UPON COMPLETION,  WHICHEVER OCCURS
FIRST, AND WITH ANNUAL CURRENT BALANCE SHEETS AND INCOME STATEMENTS THEREAFTER.

                          NOTICE TO MINNESOTA RESIDENTS

     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER CHAPTER 80 OF THE MINNESOTA
SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED FOR VALUE
EXCEPT PURSUANT TO REGISTRATION OR OPERATION OF LAW.

                         NOTICE TO MISSISSIPPI RESIDENTS

     THESE  SECURITIES  ARE OFFERED  PURSUANT TO A CLAIM OF EXEMPTION  UNDER THE
MISSISSIPPI   SECURITIES  ACT.  A  REGISTRATION   STATEMENT  RELATING  TO  THESE
SECURITIES  HAS NOT BEEN FILED WITH THE  MISSISSIPPI  SECRETARY OF STATE OR WITH
THE SECURITIES AND EXCHANGE  COMMISSION,  NEITHER THE SECRETARY OF STATE NOR THE
COMMISSION  HAS PASSED UPON THE VALUE OF THESE  SECURITIES,  NOR HAS APPROVED OR
DISAPPROVED THE OFFERING. THE SECRETARY OF STATE DOES NOT RECOMMEND THE PURCHASE
OF THESE OR ANY OTHER SECURITIES.

     THERE IS NO  ESTABLISHED  MARKET FOR THESE  SECURITIES AND THERE MAY NOT BE
ANY MARKET FOR THESE SECURITIES IN THE FUTURE.  THE SUBSCRIPTION  PRICE OF THESE
SECURITIES  HAS  BEEN  ARBITRARILY  DETERMINED  BY  THE  ISSUER  AND  IS  NOT AN
INDICATION OF THE ACTUAL VALUE OF THESE SECURITIES.

     THE PURCHASER OF THESE SECURITIES MUST BEEN CERTAIN  SUITABILITY  STANDARDS
AND MUST BE ABLE TO BEAR THE ENTIRE LOSS OF HIS  INVESTMENT.  ADDITIONALLY,  ALL
PURCHASERS  WHO ARE NOT  ACCREDITED  INVESTORS MUST HAVE A NET WORTH OF AT LEAST
THIRTY  THOUSAND  ($30,000)  DOLLARS  AND  INCOME OF THIRTY  THOUSAND  ($30,000)
DOLLARS  OR A NET  WORTH OF  SEVENTY  FIVE  THOUSAND  ($75,000)  DOLLARS.  THESE
SECURITIES  MAY NOT BE  TRANSFERRED  FOR A PERIOD  OF ONE (1) YEAR  EXCEPT  IN A
TRANSACTION  WHICH  IS  EXEMPT  UNDER  THE  MISSISSIPPI  SECURITIES  ACT OR IN A
TRANSACTION IN COMPLIANCE WITH THE MISSISSIPPI SECURITIES ACT.



                                        9


<PAGE>

                          NOTICE TO MISSOURI RESIDENTS

     THESE  SECURITIES  ARE SOLD TO,  AND BEING  ACQUIRED  BY,  THE  HOLDER IN A
TRANSACTION EXEMPTED UNDER SECTION 10, SUBSECTION  409.402(B),  MISSOURI UNIFORM
SECURITIES ACT (RMSO 1969).

     THE  SHARES  HAVE  NOT  BEEN  REGISTERED  UNDER  SAID  ACT IN THE  STATE OF
MISSOURI. UNLESS THE SHARES ARE REGISTERED,  THEY MAY NOT BE REOFFERED OR RESOLD
IN THE STATE OF MISSOURI, EXCEPT AS A SECURITY, OR IN A TRANSACTION EXEMPT UNDER
SAID ACT.

     ANYTHING TO THE CONTRARY  NOTWITHSTANDING,  AN INVESTOR MUST HAVE A MINIMUM
ANNUAL INCOME OF THIRTY THOUSAND  ($30,000)  DOLLARS AND A NET WORTH OF AT LEAST
THIRTY  THOUSAND   ($30,000)  DOLLARS   (EXCLUSIVE  OF  HOME,   FURNISHINGS  AND
AUTOMOBILES) OR A NET WORTH OF SEVENTY FIVE THOUSAND ($75,000) DOLLARS EXCLUSIVE
OF HOME, FURNISHINGS AND AUTOMOBILES.

     AN INVESTMENT BY A  NON-ACCREDITED  INVESTOR  SHALL NOT EXCEED TWENTY (20%)
PERCENT OF THE INVESTOR'S NET WORTH.

                           NOTICE TO MONTANA RESIDENTS

     EACH MONTANA  RESIDENT WHO  SUBSCRIBES  FOR THE  SECURITIES  BEING  OFFERED
HEREBY  AGREES NOT TO SELL THESE  SECURITIES  FOR A PERIOD OF TWELVE (12) MONTHS
AFTER DATE OF PURCHASE.

     ANYTHING   TO  THE   CONTRARY   NOTWITHSTANDING,   THE   INVESTMENT   BY  A
NON-ACCREDITED INVESTOR MAY NOT EXCEED TWENTY (20%) PERCENT OF THE INVESTORS NET
WORTH.

                          NOTICE TO NEBRASKA RESIDENTS

     THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE NEBRASKA SECURITIES ACT AND
MAY NOT BE SOLD WITHOUT REGISTRATION UNDER THAT ACT OR EXEMPTION THEREFROM.

                        NOTICE TO NEW HAMPSHIRE RESIDENTS

     EACH NEW  HAMPSHIRE  INVESTOR  PURCHASING  SHARES MUST  WARRANT THAT HE HAS
EITHER (i) A NET WORTH  (EXCLUSIVE OF HOME,  FURNISHINGS AND AUTOMOBILES) OF TWO
HUNDRED  FIFTY  THOUSAND  ($250,000)  DOLLARS OR (ii) A NET WORTH  (EXCLUSIVE OF
HOME, FURNISHING AND AUTOMOBILES) OF ONE HUNDRED TWENTY FIVE THOUSAND ($125,000)
DOLLARS AND FIFTY THOUSAND ($50,000) DOLLARS ANNUAL INCOME.

                         NOTICE TO NEW JERSEY RESIDENTS

     THE ATTORNEY  GENERAL OF THE STATE HAS NOT PASSED OR ENDORSED THE MERITS OF
THIS OFFERING. THE FILING OF THE WITHIN OFFERING DOES NOT CONSTITUTE APPROVAL OF
THE ISSUE OR THE SALE THEREOF BY THE BUREAU OF SECURITIES  OR THE  DEPARTMENT OF
LAW AND PUBLIC  SAFETY OF THE STATE OF NEW  JERSEY.  ANY  REPRESENTATION  TO THE
CONTRARY IS UNLAWFUL.

                        NOTICE TO NORTH DAKOTA RESIDENTS

     THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE SECURITIES
COMMISSIONER OF THE STATE OF NORTH DAKOTA NOR HAS THE  COMMISSIONER  PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY
IS UNLAWFUL.





                                       10

<PAGE>


                          NOTICE TO NEW YORK RESIDENTS

     THIS OFFERING  MEMORANDUM HAS NOT YET BEEN REVIEWED BY THE ATTORNEY GENERAL
PRIOR TO ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT
PASSED OR  ENDORSED  THE  MERITS OF THIS  OFFERING.  ANY  REPRESENTATION  TO THE
CONTRARY IS UNLAWFUL.

     THIS OFFERING MEMORANDUM DOES NOT CONTAIN AN UNTRUE STATEMENT OF A MATERIAL
FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE THE  STATEMENTS  MADE IN
LIGHT OF THE  CIRCUMSTANCES  UNDER  WHICH THAT WERE  MADE,  NOT  MISLEADING.  IT
CONTAINS A FAIR  SUMMARY OF THE  MATERIAL  TERMS AND  DOCUMENTS  PURPORTED TO BE
SUMMARIZED HEREIN.

                       NOTICE TO NORTH CAROLINA RESIDENTS

     THESE  SECURITIES  ARE OFFERED  PURSUANT TO A CLAIM OF EXEMPTION  UNDER THE
NORTH  CAROLINA  SECURITIES  ACT. THE NORTH CAROLINA  SECURITIES  ADMINISTRATION
NEITHER  RECOMMENDS  NOR  ENDORSES  THE  PURCHASE OF ANY  SECURITY,  NOR HAS THE
ADMINISTRATOR  PASSED ON THE  ACCURACY OR ADEQUACY OF THE  INFORMATION  PROVIDED
HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                          NOTICE TO OKLAHOMA RESIDENTS

     THE SECURITIES  RENDERED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 OR THE OKLAHOMA  SECURITIES  ACT. THE SECURITIES HAVE
BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED FOR VALUE IN THE
ABSENCE OF AN EFFECTIVE  REGISTRATION  OF THEM UNDER THE  SECURITIES ACT OF 1933
AND/OR THE OKLAHOMA  SECURITIES ACT OF AN OPINION OF COUNSEL TO THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR ACTS.

     ANYTHING TO THE CONTRARY NOTWITHSTANDING, AN INVESTMENT BY A NON-ACCREDITED
INVESTOR SHALL NOT EXCEED TEN (10%) PERCENT OF THE INVESTORS NET WORTH.

                           NOTICE TO OREGON RESIDENTS

     THE SECURITIES  OFFERED HAVE NOT BEEN  REGISTERED  WITH THE DIRECTOR OF THE
STATE OF OREGON UNDER THE PROVISIONS OF OAR 441-65-240.  THE INVESTOR IS ADVISED
THAT THE DIRECTOR HAS MADE ONLY A CURSORY REVIEW OF THE  REGISTRATION  STATEMENT
AND HAS NOT REVIEWED  THIS  DOCUMENT  SINCE THIS  DOCUMENT IS NOT REQUIRED TO BE
FILED WITH THE DIRECTOR.

     THE INVESTOR MUST RELY ON THE  INVESTOR'S  OWN  EXAMINATION  OF THE COMPANY
CREATING THE SECURITIES,  AND THE TERMS OF THE OFFERING INCLUDING THE MERITS AND
RISKS INVOLVED IN MAKING AN INVESTMENT DECISION ON THESE SECURITIES.

                        NOTICE TO PENNSYLVANIA RESIDENTS




                                       11


<PAGE>

     ANY PERSON WHO ACCEPTS AN OFFER TO PURCHASE THE SECURITIES IN  COMMONWEALTH
OF PENNSYLVANIA IS ADVISED,  THAT PURSUANT TO SECTION 207(m) OF THE PENNSYLVANIA
SECURITIES ACT, HE SHALL HAVE THE RIGHT TO WITHDRAW HIS ACCEPTANCE,  AND RECEIVE
A FULL REFUND OF ANY CONSIDERATION PAID, WITHOUT INCURRING ANY LIABILITY, WITHIN
TWO (2) BUSINESS DAYS FROM THE TIME THAT HE RECEIVES  NOTICE OF THIS  WITHDRAWAL
RIGHT AND RECEIVES THE PLACEMENT OFFERING  MEMORANDUM.  ANY PERSON WHO WISHES TO
EXERCISE  SUCH  RIGHT OF  WITHDRAWAL  IS  ADVISED  TO GIVE  NOTICE  BY LETTER OR
TELEGRAM  SENT AND  POSTMARKED  BEFORE THE END OF THE SECOND  BUSINESS DAY AFTER
EXECUTION.  IF  THE  REQUEST  FOR  WITHDRAWAL  IS  TRANSMITTED  ORALLY,  WRITTEN
CONFIRMATION MUST BE GIVEN. ANY PERSON WHO PURCHASES UNITS WHO IS A PENNSYLVANIA
RESIDENT  WILL NOT SELL SUCH Units FOR A PERIOD OF TWELVE (12) MONTHS  BEGINNING
WITH THE CLOSING DATE. PENNSYLVANIA RESIDENTS MUST HAVE EITHER (i) A MINIMUM NET
WORTH OF THIRTY THOUSAND ($30,000) DOLLARS [EXCLUDING HOME, HOME FURNISHINGS AND
AUTOMOBILES]  AND A MINIMUM  ANNUAL  GROSS INCOME OF THIRTY  THOUSAND  ($30,000)
DOLLARS, OR (ii) A NET WORTH OF AT LEAST SEVENTY-FIVE THOUSAND ($75,000) DOLLARS
[AS COMPUTED ABOVE], AND MAY NOT INVEST MORE THAN TEN (10%) PERCENT OF THEIR NET
WORTH [EXCLUSIVE OF THE SUBSCRIBER'S HOME, HOME FURNISHINGS AND AUTOMOBILES].

                       NOTICE TO SOUTH CAROLINA RESIDENTS

     THESE  SECURITIES  ARE OFFERED  PURSUANT TO A CLAIM OF EXEMPTION  UNDER THE
SOUTH CAROLINA  UNIFORM  SECURITIES  ACT. A REGISTRATION  STATEMENT  RELATING TO
THESE  SECURITIES  HAS  NOT  BEEN  FILED  WITH  THE  SOUTH  CAROLINA  SECURITIES
COMMISSIONER. THE COMMISSIONER DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF ANY
SECURITIES,  NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF THIS OFFERING
MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                        NOTICE TO SOUTH DAKOTA RESIDENTS

     THE SHARES HAVE NOT BEEN REGISTERED UNDER CHAPTER 47-31 OF THE SOUTH DAKOTA
SECURITIES  LAWS AND MAY NOT BE SOLD,  TRANSFERRED  OR OTHERWISE  DEPOSED OF FOR
VALUE EXCEPT PURSUANT TO REGISTRATION, EXEMPTION THEREFROM OR OPERATION OF LAW.

     SOUTH DAKOTA RESIDENTS MUST HAVE EITHER (i) A MINIMUM NET WORTH OF AT LEAST
SIXTY  THOUSAND   ($60,000)  DOLLARS   [EXCLUDING  HOME,  HOME  FURNISHINGS  AND
AUTOMOBILES] AND A MINIMUM GROSS INCOME OF SIXTY THOUSAND ($60,000) DOLLARS,  OR
(ii) A NET WORTH OF AT LEAST TWO HUNDRED TWENTY-FIVE THOUSAND ($225,000) DOLLARS
[AS COMPUTED ABOVE].

                          NOTICE TO TENNESSEE RESIDENTS

     ANYTHING TO THE CONTRARY  NOTWITHSTANDING,  AN  INVESTMENT  BY ANY INVESTOR
SHALL NOT EXCEED TEN (10%) PERCENT OF THE INVESTOR'S NET WORTH.

                            NOTICE TO TEXAS RESIDENTS

     THIS OFFERING MEMORANDUM IS FOR THE INVESTOR'S CONFIDENTIAL USE AND MAY NOT
BE REPRODUCED. ANY ACTION CONTRARY TO THESE RESTRICTIONS MAY PLACE SUCH INVESTOR
AND THE ISSUER IN VIOLATION OF THE TEXAS SECURITIES ACT.






                                       12
<PAGE>


ANYTHING TO THE CONTRARY  NOTWITHSTANDING,  AN  INVESTMENT  BY ANY INVESTOR
SHALL NOT EXCEED TEN (10%) PERCENT OF THE INVESTOR'S NET WORTH.

                            NOTICE TO UTAH RESIDENTS

     THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  UNDER  THAT ACT OR  EXEMPTION
THEREFROM.

                         NOTICE TO WASHINGTON RESIDENTS

     THESE SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE WASHINGTON  SECURITIES
ACT AND THE  ADMINISTRATOR OF SECURITIES OF THE STATE OF WASHINGTON HAS NOT BEEN
REVIEWED THE OFFERING OR OFFERING  MEMORANDUM.  THESE SECURITIES MAY NOT BE SOLD
WITHOUT REGISTRATION UNDER THE ACT OR EXEMPTION THEREFROM.

     IT IS THE  RESPONSIBILITY  OF ANY  INVESTOR  PURCHASING  SHARES TO  SATISFY
ITSELF AS TO FULLY OBSERVANCE OF THE LAWS OF ANY RELEVANT  TERRITORY OUTSIDE THE
UNITED  STATES IN CONNECTION  WITH ANY SUCH  PURCHASE,  INCLUDING  OBTAINING ANY
REQUIRED  GOVERNMENTAL  OR OTHER  CONSENTS  OR  OBSERVING  ANY OTHER  APPLICABLE
REQUIREMENTS.

     THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  OR  ANY  STATE  SECURITIES  COMMISSION  NOR  HAS  THE
COMMISSION  OF ANY STATE  SECURITIES  COMMISSION  PASSED  UPON THE  ACCURACY  OR
ADEQUACY OF THIS PROSPECTUS,  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.

     THE SECURITIES ARE OFFERED BY THE COMPANY SUBJECT TO PRIOR SALE, ACCEPTANCE
OR AN OFFER TO PURCHASE, WITHDRAWAL,  CANCELLATION OR MODIFICATION OF THE OFFER,
WITHOUT NOTICE.  THE COMPANY RESERVES THE RIGHT TO REJECT ANY ORDER, IN WHOLE OR
IN PART, FOR THE PURCHASE OF ANY OF THE SECURITIES OFFERED HEREBY.






                                       13

<PAGE>

                               SUMMARY OF OFFERING

The Offering

     The Company is  offering  800,000  Shares of its Common  Stock at $2.50 per
share to qualified  investors  pursuant to an exemption from registration  under
the Securities Act of 1933.  Each purchaser will be required to buy a minimum of
twenty thousand (20,000) Shares,  for a minimum  consideration of fifty thousand
dollars  ($50,000).  However,  the  Company  reserves  the  right,  in its  sole
discretion, to sell less than the minimum subscription.

     This Offering is being conducted pursuant to Section 4(2) of the Securities
Act of 1933,  as amended  (Athe Act@),  and Rule 506 of Regulation D promulgated
thereunder ("Rule 506") or other applicable provisions. The shares shall be Rule
144 Restricted  shares.  In addition,  at any time that the Company  proposes to
file a Company  registration  statement  on Form S-1 under the Act,  each  share
investor will have piggyback registration rights if approved by the Underwriter.

The Offering

Type of security
offered.............................................................Common Stock

Offering price per Share
 ...........................................................................$2.50
Minimum Purchase (20,000 shares).........................................$50,000
Maximum Number of Shares Offered.........................................800,000
Common Stock Outstanding
         Prior to the Offering........................................11,341,900
         After the Maximum Offering..................................12,141,900*
*Prior to the exercise of any Warrant offered

The Company

     The Officers and Directors of the Company are specifically set forth in the
Business Plan of the Company attached hereto dated December 20, 1999.

     The  executive  office  of  Diversified  Product  Inspections,  Inc.  is as
follows:

                  3 Main Street
                  Oakridge, TN 37830
                  Phone: (865) 482-8480
                  Fax:  (865) 482-8477

Selected Financial Information

     The financial data, if any, is specifically  set forth in the Business Plan
of the Company attached hereto dated December 20, 1999.




                              14




<PAGE>


                                RISK FACTORS

     The purchase of Units offered hereby involves a high degree of risk.  These
securities  should only be  purchased by persons who can afford the risk of loss
of their  entire  investment.  Prior to the  purchasing  of shares,  prospective
investors should carefully consider the following risk factors:

     1. The  securities  market is  extremely  risky and there are an  unlimited
number of opportunities. There can be no assurance that the Company will be able
to identify or invest in a group of profitable  securities  or develop  suitable
investment opportunities.  If the Company does identify such opportunities,  the
Company may not have  sufficient  capital to effectively  invest in or otherwise
manage such opportunities.

     2. To date the  Company  has  minimal  revenues  from  operations  and only
nominal  assets.  See  "Financial  Statements."  The Company faces all the risks
inherent  in a new  business  and  there  can be no  assurance  that  any of the
Company's  planned future  activities will be successful.  Since the Company was
recently organized,  it cannot provide historical information and financial data
upon which a prospective investor can make an informed judgment as to the future
prospects of the Company.  The purchase of the  securities  offered  hereby must
therefore be regarded as the placing of funds at a high risk in a new or "start-
up" venture with all the unforeseen costs,  expenses,  problems and difficulties
to which such ventures are subject. See "Use of Proceeds" and "Business."

     3. Without the proceeds of this Offering the Company will have only minimal
capital and will be limited in its operations.  If the Offering does not raise a
substantial  amount of funds, the Company's capital may prove to be insufficient
to permit  substantial  operations  to  commence,  other than to a very  limited
extent.  The Company  may receive  from this  offering  maximum net  proceeds of
$1,800,000,  which  management  believes  will be  sufficient  to  continue  the
Company's plan of operation.  Less than the maximum  amount may be obtained.  If
less than the maximum  financing  offering is not available to the Company,  its
activities may be materially and adversely affected.

     4.  Management  may be  required  to hire  additional  personnel  or obtain
independent  outside  professionals  to evaluate certain aspects of its business
operations.  No arrangements  have been made in this regard.  It is difficult to
forecast  the amount of time that the Manager  will  devote to Company  business
subsequent to commencing active operations.




<PAGE>



     5. None of the outstanding Units of the Company currently  outstanding have
been  registered  under the Securities Act of 1933, as amended (the "Act").  The
Units are offered herein pursuant to Regulation D, and as such are  "restricted"
under the  Securities  Act of 1933.  Local  jurisdictions  will also require the
placement of transfer restrictions on such Units.

     6. The Company has broad discretion to invest the funds of the company.

                                  DILUTION

     If all of the Units  offered  hereby are sold,  the Share  holders will own
14.5% of the  Common  stock of the  Company,  for  which  they  will have paid a
minimum  of  $2,000,000.00  or $2.50 per  Share.  Based on  existing  issued and
outstanding  shares,  existing  shareholders (prior to exercise of warrants) and
after sale of Units will own 84.5% of the  issued and  outstanding  stock of the
Company. (See "Use of Proceeds").

                               CAPITALIZATION

                               USE OF PROCEEDS

     The net  proceeds  to be  realized  from  this  offering  will  approximate
$1,800,000 if the maximum offering is sold; however, it is likely that less than
the full amount of this offering will be obtained.  Management  anticipates  the
net proceeds  less initial  expenses  payable will be applied to the business of
the Company,  providing capital for marketing and expansion and working capital.
No escrow is  required  and no  minimum  sale of Units is  required  before  the
Company may commence use of the funds of investors.

                                  BUSINESS

     The Officers and Directors of the Company are specifically set forth in the
Business Plan of the Company attached hereto dated August 1, 2000 B Exhibit A.

     The  executive  office  of  Diversified  Product  Inspections,  Inc.  is as
follows:

                  3 Main Street
                  Oakridge, TN 37830
                  Phone: (865) 482-8480
                  Fax:  (865) 482-8477






<PAGE>


                                    Exhibit A


                               Diversified Product
                                Inspections, Inc.

                                [GRAPHIC OMITTED]

                     An Independent Product Testing Service

          Specializing in Product Failures, Air Contamination and Fire
                                 Investigations

Investor Relations Contact:                      Corporate Contact:
Global Development Advisors                      Diversified Products Inspectors
Noreen Wilson/Joseph Griffin                     John VanZyll
4718 Lillian Ave                                 President & CEO
Palm Beach Gardens, FL  33418                    3 Main Street
Phone:     561-694-9425                          Oak Ridge, TN  37830
Fax:       561-624-1171                          Phone:   (865) 482-8480
E-mail:    info@gdadvisors.com                   Fax:   (865) 482-8477
Website:   www.gdadvisors.com                    E-mail: info@dpi-inc.com
                                                 Website: www.dpi-inc.com

                         Revision Date: August 15, 2000

                                        i





<PAGE>




                        Confidential CORPORATE PROFILE

     DISCLOSURE  STATEMENT:   This  CORPORATE  PROFILE  is  being  submitted  by
Diversified Product Inspections, Inc. ("DPI" or the "Company") on a confidential
basis for use solely by prospective investors.  Its use for any other purpose is
not authorized. It may not be reproduced or redistributed,  in whole or in part,
nor may its contents be disclosed to any other  person.  The  CORPORATE  PROFILE
should  be read in  conjunction  with the  appendices  which  constitute  a part
hereof. Except as expressly provided herein. No person is authorized to make any
representations  or give any information not contained in this CORPORATE PROFILE
or the  appendices  hereto and no such  representations  or  information  may be
relied upon by prospective investors.

     Each recipient of this CORPORATE PROFILE agrees to hold the contents of the
CORPORATE PROFILE and all related documents in the strictest confidence and that
they will not utilize such  information  for any  competitive  purpose or in any
manner detrimental to the interests of the Company.  Furthermore,  the recipient
agrees to return the CORPORATE PROFILE and all other documents  received if such
recipient does not participate in any contemplated  transactions  with DPI or at
DPI's request.

     This CORPORATE  PROFILE does not constitute an offer or solicitation in any
state  or  other  jurisdiction  in  which  such  offer  or  solicitation  is not
authorized.  Prospective  investors  are not to  construe  the  contents of this
CORPORATE PROFILE as legal,  business or tax advice.  Each prospective  investor
should  consult  his/her own  attorney,  business  advisor and tax advisor as to
legal, business, tax and related matters concerning any contemplated transaction
with the Company.

     Any  estimates  or  forecasts  as to events  that may  occur in the  future
(including  forecasts  of  revenue,  expenses,  net  income  or other  operating
measures) are based upon the best judgment of the Company's management as of the
date of this CORPORATE PROFILE. The Company or its accountants have not compiled
or examined the forecasts or audited the financial  statements  included herein.
Whether or not such  estimates or forecasts may be achieved will depend upon the
Company achieving its overall business objectives and the availability of funds.
There is no  guarantee  that any of these  forecasts  will be  attained.  Actual
results may vary from the forecasts and such variations may be material.

     Neither  the  delivery  of the  CORPORATE  PROFILE  at  any  time  nor  any
transaction made pursuant hereto shall imply that  information  contained herein
is correct as of any time subsequent to the date set forth on the cover hereof.

     All of the information  contained herein,  including,  without  limitation,
statements,  estimates, and projections as to future operations, revenue and net
income of the Company and  adjustments  to historical  financial  data, has been
based on material  furnished by the Company.  Each investor  should make HIS/HER
own  independent  evaluation  of the  information  contained  in this  CORPORATE
PROFILE  which has been  included  herein in  reliance  on the Company as to the
accuracy or completeness of any information contained herein. Furthermore,  this
CORPORATE PROFILE contains summaries, believed by the Company to be accurate, or
certain  terms  of  certain  documents,  but  reference  is made  to the  actual
documents,  copies of which  may  accompany  this  CORPORATE  PROFILE.  All such
summaries  are  qualified  in their  entirety  by this  reference.  The  Company
reserves the right to supplement or amend this CORPORATE PROFILE, in whole or in
part, without notice, for any reason whatsoever.

     This CORPORATE  PROFILE does not purport to be all-inclusive or contain all
the information,  which a prospective investor may desire. By acceptance of this
CORPORATE PROFILE, prospective investors recognize the need to conduct their own
thorough investigation and due diligence before considering an investment in the
Company. The Company will make available to any qualified  prospective investor,
the  opportunity  to ask  questions  of and to receive  answers from the Company
concerning the terms and conditions of any contemplated transaction, the Company
or any other relevant matters,  and to obtain any additional  information to the
extent  the  Company  possesses  such  information  or  can  obtain  it  without
unreasonable effort or expense.

     SAFE HARBOR ACT NOTICE:  The statements in this CORPORATE PROFILE regarding
future results of operations are forward- looking  statements within the meaning
of the Private  Securities  Litigation Reform Act of 1995.  Although the Company
believes the expectations reflected in such forward-looking statements are based
on reliable assumptions,  it can give no assurance that its expectations will be
obtained.  Factors that could cause actual results to differ materially from the
Company's  expectations include industry  conditions,  acceptance and demand for
the Company's  products and success of the Company's  marketing  efforts.  These
forward-looking  statements  speak  only  as of the  date  hereof.  The  Company
disclaims any intent or obligation to update these forward-looking statements.

     DISCLAIMER:  This  CORPORATE  PROFILE was  compiled  by Global  Development
Advisors,  Inc. All of the  information,  data, and forward  looking  statements
contained  herein are compiled from and based upon information and data provided
by Diversified Product Inspections,  Inc. to Global Development  Advisors.  This
document has been reviewed and approved by the  management  Diversified  Product
Inspections,  Inc.  Global  Development  cannot  and does  not make any  claims,
assertions  or  guarantees  as to the  accuracy  of the  representations  of the
Company contained herein.

Compiled by Global Development Advisors 1999-2000                         Page i

<PAGE>


                              Table of Contents




Executive Summary..............................................................2


Products and Services..........................................................5
Overview.......................................................................5
Products and Services for the Insurance Industry...............................5
Investigations and Inspections.................................................6
   On-Site Investigations......................................................6
   Mail-In Program.............................................................6
   Indoor Air Quality Testing..................................................7
   Secure Storage and "Chain of Custody".......................................8
   Expert Testimony............................................................8
Outsource Program..............................................................9
Structure Evaluations and Consumer Product Evaluation..........................9
Additional Services............................................................9
Website and E-commerce........................................................10
Manufacturer Defective Product Notifications..................................10
Business Plan.................................................................11
Marketing Plan................................................................11
Competitive Advantage.........................................................11
Client List...................................................................13
Expansion Plan................................................................14
New Headquarters and Laboratory...............................................14
Outsource Program.............................................................14

Compiled by Global Development Advisors 1999-2000                         Page i

<PAGE>

                               Table of Contents
Projected Revenues............................................................14
Success Stories...............................................................15
Board of Directors and Officers...............................................17
Professional Organizations and Associations...................................18
Recent News...................................................................19





Compiled by Global Development Advisors 1999-2000                        Page ii

<PAGE>


                      Diversified Product Inspections, Inc.



                                Executive Summary

     This  Executive  Summary is  provided  to  illustrate  Diversified  Product
Inspection,  Inc.'s  viability as an  attractive  public  company  investment to
prospective institutional and individual stock market investors.

     Diversified Products  Inspection,  Inc. (DPI) was incorporated in the State
of Florida on September  30, 1991.  Diversified  Product  Inspections,  Inc. has
merged into a fully reporting company.  The Company plans to file an application
with NASD and hopes to begin trading in the next 60 days under the symbol DPIX .
DPI is located at 3 Main Street, Oak Ridge,  Tennessee 37830.  Telephone:  (865)
482-8480.   Fax:  (865)  482-8477.   The  Company   maintains  a  web  page  at:
http://www.dpi-inc.com.  Diversified  Product  Inspection,  Inc.  specializes in
conducting  investigations and laboratory analysis of a wide variety of products
to determine the "cause and origin" of failures. The Company's primary customers
are insurance  companies that are  interested in  subrogating  claims to recover
losses.

     The insurance  industry is one of the largest  business  enterprises in the
United States.  Insurance claims paid by the industry in 1998 were approximately
$150 billion and estimated to be $180 billion in 1999. In 1998,  depending  upon
the insurance company, only 1% to 5% of claims were subrogated.  It is estimated
that the subrogation  potential could be $10-15 billion  annually,  based on the
industry  internal goals of 7-10%.  DPI's clients have been able to subrogate as
high as 68% of submitted claims.

     Diversified  Product  Inspections,  Inc. is the inspiration of entrepreneur
John  VanZyll.  After  many  years  of  experience  in  home  construction,  and
employment  as a Customer  Service  Manager for  several  large  developers  and
homebuilders, Mr. VanZyll recognized the opportunity and need for a service that
would help  protect  consumers  and  assist  them in making  informed  decisions
regarding home or appliance purchases.

     During the course of home investigations,  the Company noted a large number
of defective products not necessarily related to home construction.  Because the
home  inspection  industry is saturated  and highly  competitive,  DPI sought to
differentiate   itself  from  its   competitors   by  adding   product   failure
investigations,  as an additional  service.  The Company  quickly  realized that
there was tremendous  demand for this type of service by the insurance  industry
and has since been able to  establish  itself as a  specialist  in this  rapidly
growing  field.  DPI has developed a sustainable  competitive  advantage in this
lucrative niche market through the creation of a proprietary database.

     DPI began to accumulate a database of known defective products, and in 1994
began concentrating, almost exclusively, on defective product investigations for
the insurance  subrogation  field. DPI now has a computerized  database with key
identifiers  of over  300,000  products,  a library of over  100,000  photos and
documentation,  plus hundreds of videos. To the Company's knowledge, there is no
other company in the US that possesses such an extensive database, or is capable
of providing the  cost-effective  range of services and experience  that DPI can
offer its clients.

Compiled by Global Development Advisors 1999                              Page 1

<PAGE>

                     Diversified Product Inspections, Inc.




     DPI has enjoyed steady growth in customer base over its nine-year  history.
The Company currently provides  investigative  services for over 1,900 insurance
adjusters  in more than 40 states.  The  Company  employs  eight  state-licensed
Private  Investigators  who are  trained  and  certified  as "Cause and  Origin"
investigators,  and six lab technicians. DPI also offers pre-failure evaluations
of structures, building materials and appliances.

     Since its formation, DPI has also experienced steady growth in revenues and
profits.  Since 1996,  the Company has  increased  gross sales from  $188,780 to
$329,547 in 1998 and $677,078 in 1999. Gross revenues from services for 2000 are
$478,594 for the first six-month period January thru June and are projected at $
$960,340  for the year.  This  growth has been  realized  with  minimal  outside
funding and only a limited marketing campaign.

     The Company primarily provides services to the Insurance Industry through a
rapidly growing Mail-in Inspection  Program, an On-Site  Investigation  Program,
Indoor Air Quality  Analysis and Secure  Storage.  In addition,  the Company has
launched an Outsource  Investigative Program (DPI Partners Program),  which will
extend DPI's services throughout the country.

     Until December 1999, the Company was expanding using its own resources.  In
June 1999,  the Company  established  a  satellite  office in  Salisbury,  North
Carolina  and has since  outsourced  this  service  to an  independent  licensed
inspector in Raleigh, North Carolina. In August 1999, the Company signed a lease
for land and building for a new headquarters and laboratory to be located in Oak
Ridge, TN.

     DPI's client list includes most of the major insurance  companies including
Allstate Insurance Co., Hartford Insurance Co., Prudential Insurance Co., C.N.A.
Insurance Co., and Safeco  Insurance  Co.,  State Farm  Insurance  Co.,  Bankers
Insurance Co., and First Floridian  Insurance Co.,  (Travelers  Insurance Co. in
Florida). The Company's success rate and reputation has lead to increased demand
for the DPI's  services,  such that the Company  must expand to meet current and
future client needs.

DPI's plans an expansion in three phases:

     Phase  I  expansion  calls  for  $2,000,000  for  a  ne  headquarters   and
     Laboratory/Storage  facility, located in Oak Ridge, TN, capable of handling
     a broad  range of product  investigations,  as well as  expanded  space for
     secure  evidence  storage.  An aggressive  marketing  campaign will include
     expansion of the  seminar/training  programs currently being offered to the
     insurance industry.

     Phase   II   expansion   calls   for   $5,000,000   for  the   opening   of
     Laboratory/Storage facilities located in Stockton, CA and San Bernadino, CA
     to service the West Coast,  expansion of the DPI Partners Outsource Program
     and expansion of the On-Site Investigation Program.


Compiled by Global Development Advisors 1999                              Page 2

<PAGE>


                     Diversified Product Inspections, Inc.


     Phase   III   expansion   calls   for   $5,000,000   for  th   opening   of
     Laboratory/Storage  facilities located in Binghamton,  NY and Austin,  TX.,
     and further  expansion the DPI Partners  Outsource Program and expansion of
     the On-Site Investigation Program.

     All  phases  include  the  expansion  of  outsource   offices  through  the
recruiting  and  training  of DPI  certified  inspectors.  DPI will  utilize the
existing established home inspection. The Company also has a training program to
certify  "outsourced"  personal  to  properly  handle and ship  evidence  to the
various Laboratory/Storage  Facilities. The Company will gradually phase out the
operation  of its  Deltona,  FL and  Salisbury,  NC office  laboratories  as the
company outsources the functions to trained existing home-inspection businesses.
The goal of the multi-phase expansion is to expand DPI's service area to include
the entire continental United States within the next three years.

     Based on the  expansion  program,  revenues for Year 2001 are  projected at
$5.7  million.  Operating  profit is  projected  at $4.5  million and net profit
before taxes at approximately $2.65 million.

     In December 1999, the company  raised  $483,800  through a Reg. 504 private
placement of 241,600  shares of the company's  Common Stock subject to Rule 144.
The  proceeds  from  this  sale  were  used to  finance  the  relocation  of the
headquarters, purchase additional lab equipment and hire additional employees.

     Diversified Product Inspections, Inc. is seeking $15,000,000 to finance the
expansion to meet their growing business needs.

Compiled by Global Development Advisors 1999                              Page 3

<PAGE>


                      Diversified Product Inspections, Inc.


                            Products and Services

Overview

     Insurance  claims in the United  States are hundreds of millions of dollars
every year. A vast  majority of these claims are the result of product  failures
caused by defective products.  Until DPI entered this market, depending upon the
insurance company, only 1% to 5% of claims were successfully subrogated. Through
the use of DPI's  proprietary  database,  the Company is able to investigate the
"cause and origin" of losses and provide their clients with information enabling
them to cost-effectively subrogate almost 70% of their claims.

     Subrogation  is a legal  principle,  which  provides that, to the extent an
insurer has paid for a loss, the insurer  receives the  policyholder's  right to
recover from any third party that caused the loss.

     Until  recently,   Insurance   companies  have  not  aggressively   pursued
subrogation.  There are many  reasons  for this  lack of  effort  in this  area.
Liability  can be  difficult to prove.  Product  failure  investigations  can be
expensive,  especially if conducted by an engineering lab.  Proximate cause must
be  demonstrated  through a preponderance  of the evidence.  The product and its
manufacturer must be positively  identified.  Because of the high cost and other
factors,  many insurance companies only pursue subrogation claims over a certain
amount.

     Competitive  Advantage:  DPI  provides  the  Insurance  Industry  with  the
industry's  first  cost-  effective  investigative  service.  DPI has a staff of
professional  investigators  and  laboratory  analysts,  who are supported by an
extensive proprietary product database. DPI's database is unique to the industry
and enables DPI to quickly identify the manufacturer of a defective  product and
offer its investigative  services at cost-effective  levels.  DPI enjoys a clear
and sustainable competitive advantage as a result of this proprietary database.

     Proprietary  Database:  The  Company's  Proprietary  Database  contains  an
extensive listing of product identifiers,  and known defects and failures.  This
computerized  database  contains key  identifiers of over 300,000  products.  In
addition, DPI possesses a library of over 100,000 photos and documentation, plus
hundreds of videos.  This  database is the result of 9 years of research  and is
frequently  updated.  Any competitor entering the field would have to create its
own database from scratch, an undertaking of great time and cost.

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                        Diversified Product Inspections, Inc.


Products and Services for the Insurance Industry

     The primary business of DPI is the  determination of the "Cause and Origin"
of property damages and the  identification of the defective product that caused
the loss. DPI finds itself in a unique  position of being a pioneer in what is a
growing and  increasingly  important  field - Subrogation  Recovery.  Demand for
these services should grow as the percentage of successfully  subrogated  claims
increases.   Currently,   the  insurance   industry's   internal  goals  are  to
successfully  subrogate 7% of claims1.  Product  identification  after a failure
(especially  fire) has been one of the main  reasons for the lack of  successful
subrogation.  DPI's laboratory has a 97% success rate in product identification.
Product  identification  and  establishing  the  "origin  and cause" are the key
elements to successful claim subrogation. This is an improvement of 66% over the
industry  average  and at a  fraction  of the cost of  conventional  engineering
firms.   After  the  deduction  of  DPI's  reasonable  fees,  these  subrogation
recoveries are pure profit to the insurance company.

Investigations and Inspections

On-Site Investigations

     DPI performs professional forensic  investigations to identify the products
and  materials  involved in a claim loss and determine the cause of the failure.
DPI employs  state-licensed  Private  Investigators  who have been  certified in
"Cause and Origin" analysis.  It is the determination of "Cause and Origin" that
is the basis for successful  subrogation of a claim. DPI  investigators are also
trained to conduct fire and arson investigations.

     On-Site investigations are conducted for a flat fee plus log hours within a
100-mile radius of the following areas:  Oak Ridge,  Tennessee;  Raleigh,  North
Carolina;  and Maitland,  Florida.  Areas outside these perimeters are charged a
mileage fee of .40 cents per mile.  Where  warranted for large losses,  DPI will
fly an investigator to any of the 48 continental  states.  The company is in the
process of recruiting DPI Outsource Partners to conduct On-Site  Investigations.
This  program is designed to fill the demand for losses  where the items are too
large  for  the  Mail-In  Program  and  the  loss  to  small  to  fly  in a  DPI
investigator. (See Outsource Program)

Mail-In Program

     Many  items are small  enough to ship  directly  to the lab.  This is a DPI
innovation  that has greatly  reduced the cost to the insurance  companies.  DPI
supplies the insurance adjuster with evidence  collection kits. Items are placed
in the pre-addressed,  pre-paid UPS and Fed- Ex box or envelope and submitted to
DPI for  identification  and  analysis.  DPI performs this task at their lab and
submits a report  to the  insurance  adjuster.  The item is  retained  in secure
storage as evidence until the claim is closed. The insurance adjuster receives a
report which:

(1) Allstate Insurance Company

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                      Diversified Product Inspections, Inc.


     Identifies the item (99% success rate with identification)

     Determines whether the item was the "origin and cause" of the loss

     Determines whether the item was defective

     Determines whether subrogation is an option
              (67%)

     The "Mail-In  Program" is a benchmark  result of the great success that DPI
has been  able to  achieve  in the  state of  California.  In just one  Allstate
Insurance  Company  claims  offices  near  Bakersfield,  the  client was able to
successfully  recover over $4 million in subrogated  claims. As a result of this
overwhelming  success,   Allstate  Insurance  Company  has  instructed  all  its
adjusters in Northern  California to submit all of their  defective  products to
DPI.

     In November 1999, State Farm invited DPI to attend the National Association
of Subrogation  Professionals (NASP) convention in Las Vegas. DPI was introduced
as  an  investigative   specialist  in  the  field.  State  Farm  Insurance  has
recommended DPI be used by its insurance adjusters.

     The  following  table is a partial  listing  of items that can be mailed in
using the Item Mail-in Program:




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

      Check Valves      Copper Pipe          CPVC Pipe          Freeze Proof        Toilet Tanks           Faucets
                                                                 Hose Bibs
-------------------  ------------------  ------------------  ------------------  ------------------  -------------------


Garbage                 Polybutelene      Pressure Release       Sump Pumps        Toilet Valves      Surge Protectors
Disposals                                      Valves
-------------------  ------------------  ------------------  ------------------  ------------------  -------------------


Under Counter           Washer Hoses       Water Control       Water Filters        Water Level        Water Softeners
Water Heaters                                Solenoids                                Switches
-------------------  ------------------  ------------------  ------------------  ------------------  -------------------


Water Supply            Hair Dryers           Toasters         Curling Irons        Clock Radios
Lines
-------------------  ------------------  ------------------  ------------------  ------------------  -------------------

</TABLE>


     The  minimum  fee  for  these  services  is  $255.00.  Fire  damaged  items
(accounting for 30-40% of the items submitted) incur a minimum additional charge
of 1 log hour @ $75.00 per hour.  Currently,  DPI is receiving  approximately 90
items per week at an average of $300 for each item submitted.

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                        Diversified Product Inspections, Inc.




     Indoor Air Quality Testing

     DPI  provides  in-depth  indoor air  quality  analysis  and is a pioneer in
identifying  airborne   contamination  and  determining  the  causes  of  "sick"
buildings.  DPI  has  designed  proprietary  measuring  instruments  capable  of
detecting airborne chemical contaminants in structures.  DPI also utilizes state
laboratories to supplement their own lab.

     These  contaminations  are not  controlled  by state  boundaries  or by any
particular types of construction.  The  contaminations can result from chemicals
used in construction materials, chemicals used in everyday cleaning products, or
could be the result of appliances leaking chemicals such as Freon. DPI is one of
a handful  of  companies  in the  country  that is capable  of  identifying  the
contaminants involved and the cause and origin within the structure.

     The most dangerous and most common cause of indoor air contamination  comes
from  leaking  refrigerants  contacting a heat source that can convert the freon
into deadly phosgene gas (mustard gas). Carbon sooting frequently  evidences the
presence of this reaction.  Almost all air conditioners  and many  refrigerators
leak  freon.  There are many  sources  of heat in the home (heat  strips,  pilot
lights,  electric  range  and  oven,  toasters,  etc.),  which  are  capable  of
converting the freon into phosgene gas.

     DPI has conducted a nationwide  study on the prevalence of contamination in
the home. Due to the high frequency and potentially  deadly effects of phosgene,
DPI has developed a device that neutralizes the freon before it can be converted
to phosgene. This device can be installed as an inexpensive retrofit to existing
systems and is seeking an appropriate licensing agreement

     There are two types of Air Tests that DPI offers:

     Air Scan - a on-site test  performed  indoors to determine  the presence of
     contaminants  in the  building  or  structure  by  comparing  indoor air to
     outdoor  air.  This test does not identify  the  contaminants.  The current
     price of this test is $1,100.

     Total Air  Analysis  - this is a 24 hour test of  indoor  air with  samples
     taken for in- depth laboratory  analysis.  This test identifies the type of
     contaminants  that are present in the indoor air. The current  price of the
     Total Air Analysis is $5,000.


     DPI has  investigated in excess of 10,000 of these types of  contaminations
in a large  number of states.  Extending  from New York to  California  and from
Florida  to  Michigan.  Depending  on the  conditions  within  the  home,  these
contaminations  can damage the  contents  and can also  impact the health of the
residents  living within this home.  DPI has a large  database of information in
regards to these types of contaminations and potential damages caused by them.

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                       Diversified Product Inspections, Inc.

     At a recent training  seminar,  DPI was advised of a growing concern in the
Insurance industry in regards to mold and air contamination. DPI is developing a
booklet  to provide  direction  and  guidance  in  dealing  with these  types of
contaminations.  This would include an  appropriate  course of action to protect
the health of the adjuster who is conducting an investigation  into this type of
claim.

     Secure Storage and "Chain of Custody"

     Crucial to the legal process of subrogation is maintenance of the "chain of
custody." DPI maintains  secure  facilities and has personnel who are trained in
the procedures for properly  handling,  storing and cataloging of evidence.  The
statute of  limitations  for filing  litigation  is 3 years.  Due to the crowded
court dockets, the average item remains in storage for 2 years.

     Storage is an additional  revenue stream for DPI as the Company can perform
this service more  securely and  efficiently  than the  insurance  companies can
themselves.  Currently, DPI has over 9,000 items in secure storage at an average
rate of $35.00 per annum.

     Expert Testimony

     DPI  investigators are recognized as experts in their field and are capable
of testifying as such in court.  The standard fee for such court  appearances is
$5,000 per day.  DPI has  testified  in such  hi-profile  cases as the  Masonite
Siding Class Action Suit and the Louisiana Pacific Class Action Suit.

     Outsource Program

     The Company has launched a DPI  Partnership  Program where DPI recruits and
trains outsource  personnel to service any location where the insurance industry
needs  the   service   and  is   capable   of   generating   a  minimum   of  10
inspection/evidence  collections  per week.  The Company is  targeting  the Home
Inspection   industry  for  these   partnerships.   DPI  handles  the  training,
administration and storage.  The location partner receives 60% of the inspection
fee and log hours billed.

     The Company has  established  one  Outsource  location in Orlando,  Florida
which is already performing 10 inspections per week. The Business Plan calls for
3 additional locations the first year and then 6 locations per year thereafter.

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                     Diversified Product Inspections, Inc.



Structure Evaluations and Consumer Product Evaluations

     Home  Evaluations  and Consumer  Product are not to be confused with a home
inspection.   Home  inspections  are  typically   performed  as  a  pre-purchase
inspection that concentrates on the current  functionality of items in the home.
The  Consumer  Product  and Home  Evaluation  reports on the  failure  rates and
recalls of the products used in the home. The difference is significant.

     Structure   Evaluations   are   performed   on-site  by  a  qualified   DPI
investigator.  In addition to  reporting  on the  current  functionality  of the
structure and appliances (roof,  siding,  heating and cooling system,  etc), DPI
goes further and identifies the manufacturers of the various building  materials
and appliances.  The client is also informed of known failure rates, defects and
hazards, recalls and current or pending legal proceedings. As an example, a home
inspection  would report that the siding on the home is in good  condition if it
is painted and shows no obvious signs of decay. DPI's inspection would report on
the type of siding and  whether or not that siding was the subject of high rates
of  failure,  or the  subject of a recall.  DPI would also  report to the client
whether  the  siding  was the  subject  of a  class  action  settlement  and the
procedures for making a claim. (i.e. Louisiana Pacific siding case)

Additional  Services

     Full  Engineering  Services  - DPI is  abl to  provide  clients  with  full
engineering  services including  mechanical and electrical  engineering

     Metallurgist  Services - the DPI lab is equipped to perform a full range of
metallurgical  services  capable of analyzing  submitted  items for design load,
metal  fatigue,  hairline  cracking,  etc.

     Training  Seminars - DPI  investigators are also trained as instructors and
are  licensed  in most  states  due to  reciprocity  agreements.  DPI  has  been
approached by the state of Texas,  to conduct  licensing  seminars for insurance
adjusters.

Website and E-commerce

     Consumer Product  Evaluations - A surve of common items in the home for the
purpose of identifying products that are the subject of a recall or are known to
have a history of failure.  DPI's  evaluation  informs  the  consumer of current
working status of the product,  the risks and failure rates of various products,
recalls, current legal proceeding and remedies.

     DPI is planning to offer the Consumer Products  Evaluation,  on the Company
website.  Consumers  will be offered an opportunity to evaluate a single product
or an entire  household.  Package  deals will be available  which will include a
1-year  subscription  to  the  company   newsletter,   the  "Investigator."  The
"Investigator"  keeps  consumers  informed of current product recalls and safety
tips for the home.  The Company  intends to provide this  services for a nominal
fee or  no-charge.  The Company  believes  that  revenue can be derived from the
database that is being accumulated under this program.


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                      Diversified Product Inspections, Inc.

     Database  Marketability - The Consumer Product  Evaluation  database may be
marketable to several  different  clients.  The database  will include  consumer
buying habits,  which is of value to  manufactures  and retailers.  The database
will also contain the location of products that may present potential  liability
for manufacturers, which is valuable to manufacturers and insurance companies.

Manufacturer Defective Product Notifications

     DPI provides  manufacturers  with a service that assists those companies in
locating  products that are subject to recall.  It is inevitable  that a certain
number of  defective  products  will slip  through  the  manufacturer's  quality
control  inspections  and make their way into the  marketplace.  These defective
products,  once  identified,  are  a  source  of  potential  liability  for  the
manufacturer.

     Manufactures  are often  eager to locate  and  replace  defective  products
before the product  fails and causes high  damages.  If the average  damages are
relatively high, the  manufacture,  in many cases, is willing to pay a reward or
bounty for  information  that will assist them in locating the product  prior to
failure.

     This is where  DPI's  database of  consumer  profiles  will come into play.
(See:  Consumer  Product  Evaluations).  DPI plans to  maintain a website  where
consumers can receive a home evaluation  online.  The consumer may pay a nominal
fee to enter all household  appliances,  mechanical devices,  lawn equipment and
materials  of and around the house into the  computer.  The  computer  will then
compare the profile to the database of known defective  products.  DPI will then
inform the consumer and the  manufacturer of the location of the product so that
a replacement can be scheduled.

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                      Diversified Product Inspections, Inc.


                                Business Plan

Marketing Plan

     DPI is marketing its services through Company sponsored  seminars delivered
to the major insurance companies. DPI is rapidly becoming a recognized leader in
the field of subrogation  recovery.  The Company has also presented seminars, on
request,  to the Air  Conditioning  Contractors  Association of Central Florida,
Fire Departments and Civic Clubs (American Legion, Knights of Columbus, Kiwanis,
etc.).

     The  training  seminars  have  been  instrumental  in  demonstrating  DPI's
services,  fees and success to the insurance industry.  DPI's marketing strategy
is based on its  highly  successful  training  programs  and  seminars  that the
Company  puts on for the  Insurance  Industry.  The  Company has put on over 125
seminars to date, and has trained over 1,900 insurance  adjusters,  many of whom
have become steady DPI clients.

Competitive Advantage

     DPI's  sustainable  competitive  advantage  is derived  from the  Company's
proprietary database of defective products.  This database is the result of over
9 years of investigations,  analysis and information gathering.  The database is
an  ongoing  work  with new data  being  added  daily.  DPI has  identified  and
cataloged  unique  characteristics  of hundreds of thousands  of products.  This
combination of database and  laboratory  allows DPI to  economically  identify a
product make and model on relatively few clues. This is crucial to subrogating a
claim, where the plaintiff must be able to positively  identify the manufacturer
and establish the Cause and Origin. To the Company's knowledge there is no other
company or agency with a database to match DPI's.

     Prior to the establishment of DPI "Diversified  Product  Inspections" there
was no real economical way to receive an unbiased and independent  assessment of
product failure by scientifically  identifying the product's  manufacturer.  Now
there is!  Because of DPI's  database  of  products  and the ability to identify
those  defective  products in the  laboratory,  its has become cost effective to
pursue  all  insurance  claim  losses.  There  is  no  need  to  hire  expensive
engineering firms to try and perform this service.  There is no longer a need to
suffer the following often received complaints:

NEVER AGAIN . . . .

     Be  frustrated  by  products  that  fail  time and time  again and cost the
     insurance industry millions of dollars in claims without recourse.

     Pay hundreds and even thousands of dollars for faulty / incomplete testing.

     Have products disappear mysteriously after bein sent in for testing.

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                       Diversified Product Inspections, Inc.




     Wait for weeks and even months for reports to b sent back.

     Find a place to store the items of  evidence,  or have items  misplaced  in
     storage.

     DPI has been successful in assisting the insurance  industry recover losses
that before were not cost  effective  or where the industry was unable to pursue
the  defective  product's  manufacturer  due to their  inability to identify the
maker. DPI has a 95% success rate in identifying these products.  If DPI is able
to identify product failure but cannot identify the manufacturer,  there will be
no charge for the  company's  services,  and the product will be returned to the
client.

     DPI is differentiated from Consumer Reports and Underwriter's Laboratories.
Consumer  Reports  compares  retail  products for features and  performance  and
surveys  customers for product problems.  Underwriter's  Laboratories is paid by
the manufacturer to test selected components of a product. (The manufacturer may
ask that only the power cord of a clock radio be tested.  If the cord passes the
test,  the clock radio will  proudly  display a UL  listing.)  DPI  investigates
products  that have failed in use.  The Company  reports on the cause of failure
and  recommends to the  manufacturer  a means to prevent  future  failures.  The
Insurance  Industry  benefits from the cost-recovery of the claims paid out on a
defective product. The manufacturer is encouraged to produce products with lower
failure rates. The consumer benefits from recovery of their insurance deductible
and from better-manufactured products.

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                      Diversified Product Inspections, Inc.




Client List

DPI's primary clients are insurance companies, including:

Allstate Insurance                           Amica Insurance

Appalachian Claim Services
                                             Bankers Insurance

Bankers Security
                                             Bausley & Associates

C.J.W. Associates
                                             Claim Solutions Services, Inc.

C.N.A. Insurance
                                             C.S.A.A

Crawford and Company
                                             Curley & Associates

Elliot Claims Service, Inc.
                                             Farmers Insurance

Fire & Arson Investigation Consultants, Inc.
                                             Fire Service Restoration

Fireman's Fund Insurant
                                             First Floridian (Travelers)

Florida Farm Bureau
                                             Frontier Adjusters

Grotefeld & Denenberg, L.L.C.
                                             Hartford Insurance

Langham & Associates
                                             Kentucky National Insurance

McDonald, Tinker, Skaer
                                             Liberty Mutual

Nationwide Insurance
                                             Morrison, Mahoney & Miller

Northfield Associates
                                             Nationwide Mutual

Professional Public Adjuster, Inc.
                                             Post & Schell, P.C.

Prudential Insurance
                                             Property JUA Services

Reliance Insurance                           Purofirst Midsouth Insurance

Residential Warranty
                                             Rebublic Insurance

Safeco Insurance
                                             Rimkus Consulting

Scottsdale Insurance
                                             Schaeffer Engineering

Selective Insurance
                                             SCS & Associates

Shepard, Filburn & Goodblatt, PA
                                             Servpro, Inc.

State Farm Insurance
                                             Southern Family Insurance

The Johnson Group
                                             T.I.G. Insurance

Travelers Insurance
                                             Totura & Company

USAA Insurance
                                             United Pacific Insurance

Zurich American
                                             Westfield Companies





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<PAGE>


                      Diversified Product Inspections, Inc.




Expansion Plan

     DPI recently  relocated  its  headquarters  to Oak Ridge,  TN from Deltona,
Florida.  DPI had satellite  offices in Salisbury,  North Carolina and Maitland,
Florida, which provided services to Alabama, Florida,  Georgia,  Kentucky, North
Carolina,  South  Carolina,  and Tennessee.  With the exception of Florida,  the
other  States  are  currently  serviced  out of the  Oak  Ridge  facility  . The
Company's  "Mail-in Program" provides service throughout the US. Large items are
currently shipped at customer expense to Oak Ridge Tennessee.

New Headquarters and Laboratory

     The Phase I Expansion  Plan is the  relocation to a larger  facility in Oak
Ridge,  Tennessee.  This  location  was  selected  because  it  offers a central
location  for the East and Central  United  States.  Oak Ridge is located near a
major airport and trucking center,  has a well-educated and available  workforce
and economic  incentives  from the city and county for opening a business in the
area.

   Outsource Program

     DPI Partnership  program yields substantial  revenue with minimal overhead.
DPI will handle the recruiting, training and administration.  The "Use of Funds"
will be  primarily  for the  marketing  of the  program  to the Home  Inspection
Industry.  Projections  are based on a modest  expansion of only 6 locations per
year.

   Projected Revenues

(See Exhibit B - Financial Projections)

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                      Diversified Product Inspections, Inc.



                                 Success Stories

     The below examples are actual cases where DPI's investigations have enabled
the client to successfully subrogate the claim:

     Masonite  Siding Class Action  lawsuit.  DPI was key expert witness in this
lawsuit.  DPI  investigated and took samples from over 2,000 homes in 20 states.
The lawsuit  covered 13.9 million  homes in the United  States and resulted in a
$4.3 billion class action settlement. (1995)

     Louisiana  Pacific Class Action  lawsuit  regardin  defective  siding.  DPI
inspected  2,000 homes in 19 states.  It was the defense's  contention  that the
siding could not be positively identified once installed. DPI developed a method
of positively identifying the product through visual inspection and demonstrated
this  during  deposition.  The result was a $750,000  class  action  settlement.
(1997)

     Battery  charger in  California  caused a fire in strip mall causing  heavy
damage. DPI is able to positively  identify the origin,  cause and manufacturer.
Reliance Insurance is able to subrogate a $1,000,000 claim.

     Ply-Gen  (Hoover) vs. Pulte Home.  Defective  siding was  installed on over
13,000 homes in Florida.  DPI's  investigations  and lab analysis  resulted in a
$23.3 million settlement to the homeowners. (1997)

     GE  Dishwasher.  A GE  dishwasher  caused  $80,000  in  flood  damage  in a
Heathrow,  Florida home. This was an ongoing problem with this particular  model
that DPI had  informed  the  manufacturer  of 3 years  prior.  GE sent their own
technicians  to the home to determine the cause of the problem.  DPI was finally
called in and showed GE the cause - an insecure float mechanism;  and a remedy -
installation  of a small  stainless  steel clip to hold the float  mechanism  in
place.  GE has since  incorporated  this fix in  future  models.  The  insurance
company was able to successfully subrogate the claim.

     Auto accident in Orlando.  Driver stated that she had applied  brakes,  but
that they did not work. An independent  mechanic  inspected the brake system and
reported that it was properly  functioning and that the driver was at fault. The
insurance  company  hired  DPI to  inspect  the  brakes.  DPI's  lab was able to
determine that the brake pad material had non- uniform wear characteristics that
resulted in high and low spots. The braking friction of the pads was only 30% of
their design specifications.  The insurance company successfully  subrogated the
claim, the driver was found to be "not at fault",  saving her from points on her
license and an increase in her insurance premium. In addition,  she was refunded
her deductible.

     Lamborghini  Automobile in Orlando burns because of a failure of the rubber
fuel lines.  DPI's  laboratory  was able to determine that the rubber fuel lines
were not  defective.  The owner had  installed  a  high-pressure  fuel pump that
delivered a hydraulic pressure in excess

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of the fuel line manufacturer's recommendations. It was determined that the
owner was at fault.

     Home is  Kissimmee,  Florida  was being  consumed b mold.  The  builder and
several  engineering  firms  had  been  unable  to  determine  the  cause.  Upon
inspecting the home, Mr. VanZyll immediately  determined that there was a hidden
water leak in the walls. The builder  insisted that this was impossible,  as the
water to the home was turned off at the main. DPI  technicians  quickly  located
the leak using ultrasonic  equipment.  The plumbing  contractor had installed an
unused  icemaker  line on the city side of the  meter.  This  line was  slightly
pierced by a nail during drywall  installation,  causing  saturation  inside the
walls and the mold  growth  throughout  the  home.  It was  determined  that the
plumbing contractor was at fault.

     Chevy Silverado burns in Orlando.  DPI was able to determine that the Cause
and Origin was a defect in the design of the dipstick for the transmission.  The
dipstick would eject under pressure, allowing transmission fluid to spray on the
exhaust  and  cause  fires.  The  insurance  company  was  able to  successfully
subrogate the claim and GM has since corrected the problem.



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<PAGE>



                   Diversified Product Inspections, Inc.



                      Board of Directors and Officers

     The DPI  Board  of  Directors  and Key  Management  are  made up of a broad
spectrum of professionals  with extensive  experience in their respective fields
of business management, marketing, finance and law. The Key Management personnel
are all members of the Board of Directors.

     John  VanZyll,   Chairman  of  the  Board  and  Chief  Executive   Officer.
Entrepreneur  and founder of Diversified  Product  Inspections,  Mr. VanZyll has
over 10 years of construction and  investigation  experience.  He is a member of
the  Southern  Building  Code  Congress  International  and  the  National  Fire
Protection  Association  and  is  a  licensed  Private  Investigator.  He  holds
certificates  from the National  Association of  Investigative  Specialists with
specialties in Insurance  Claim  Investigation  and Advanced Fire  Investigation
Techniques.  Mr.  VanZyll is considered an expert in the field of  investigation
and  subrogation  by the insurance  industry and has conducted over 100 training
seminars and trained over 1900 insurance adjusters.

     Ann M. Furlong,  Secretary and Director.  Ms.  Furlong has over 29 years of
experience  as a  professional  manager  and the owner and  founder  of  several
successful   businesses.   Ms.  Furlong  has  provided  the  administrative  and
organizational expertise that has greatly contributed to DPI's success since its
founding  in  1991,  including  the  compilation  of the  company's  proprietary
database.

     Dean Madden, Chief Financial Officer, Treasurer and Director. Mr. Madden is
serving as the Company's interim CFO. Mr. Madden has over 33 years of experience
in all aspects of  accounting.  Mr. Madden served as CFO and Director of GMAC of
Canada from 1983 - 1988. Mr. Madden has worked in various  accounting  positions
throughout  his career,  specializing  in auditing,  taxes,  and  preparation of
financial statements.

     Marvin Stacy, Director, Chief Operating Officer Mr. Stacy has over 40 years
of  experience  in all aspects of  electrical  and  mechanical  engineering  and
design.  Mr. Stacy is also gifted as an investigator  and is responsible for the
operation  of the  laboratory.  He has designed  custom  testing  equipment  and
designs solutions for manufacturers to correct design flaws and shortcomings.

     David Dowell,  Esquire,  Director.  Mr. Dowell wa awarded a B.S.  degree in
Business  from Indiana  University  in 1985 and a degree in Juris  Prudence from
Indiana  University  School of Law in 1988.  Upon  graduation,  Mr.  Dowell  was
admitted  to the  Indiana  Bar and was  retained by Coopers and Lybrand as a tax
associate.  He moved to  Florida  in 1990 and  became  law  clerk  for the Fifth
Circuit Court in Lake County.  In 1992, Mr. Dowell opened a private practice and
specializes in Corporate Law and Bankruptcy.


Compiled by Global Development Advisors 1999                             Page 17

<PAGE>


                       Diversified Product Inspections, Inc.

                    Professional Organizations and Associations




        Air Conditioning Contractors Association

        Dun & Bradstreet Corporation Foundation Busines Education Services

        International Association of Plumbing and Mechanical Officials

        National Association of Investigative Specialists

        Sources of Information Techniques

        Advanced Fire Investigation Techniques

        Insurance Claims Investigation

        National Association of Subrogation Professionals

        National Fire Protection Association

        Private Protective Services Board - North Carolina

        Southern Building Code Congress international



Compiled by Global Development Advisors 1999                             Page 18

<PAGE>


                       Diversified Product Inspections, Inc.



                                   Recent News




                                      1999

        Jul     DPI opens satellite office in Salisbury, North Carolina

        Aug     DPI signs long term  lease for what wil become the company's
                new headquarters

        Nov     DPI relocates from Deltona, FL to Oak Ridge, TN.

        Dec     DPI raises $483,800  through a Reg 504 private  placement sale
                of the company's Common Stock, subject to Rule 144.

                                      2000
       Jan-Mar  Small Item Mail-in  Program grows from 100 items per month to
                over 300 items per month.

       Jan-Mar  In-door Air Testing - 6 test conducted this year ranging
                from $800 to $5,000 per test. Fees for deposition and court
                testimony could add $900 to $5,000 per day for each full day
                of testimony

      Jan-Mar  Seminars - 12 seminars with  approximately  120 attendees.
               Seminars  are a major  marketing  tool and  source  of  increased
               utilization of the Small Item Mail-in Program.

      Apr       DPI files first 10QSB and 10K (Quarterly  and Annual  Reports)
                with the SEC

      Apr       Negotiations  where initiated by a majo insurance  company for
                DPI to become that company's records depository.

      May       Consolidated  audits  performed to enabl the company to list
                with NASD as a free-trading OTC Bulletin Board stock.

      July      DPI Filed SEC Form 15c-211  with NASD t become  free-trading
                company

      July      DPI Completes promotional video

      August    DPI implements bar coding for all evidence and files, which
                enables tracking of evidence throughout the facility and further
                strengthens the chain of custody

      August    DPI implements a new accounting package

      Aug       DPI files 10Q-SB (Quarterly Report) with the SEC

      Aug       DPI has received a request  from the Consumer  Product  Safety
                Commission  (CPSC) to assist them with providing  information in
                regards to failures in electric baseboard heaters.

Compiled by Global Development Advisors 1999                             Page 19


<PAGE>

                       Diversified Product Inspections, Inc.



                               Other Developments

     Hotel/Motel/Apartment  Program - currently  being developed are a number of
     program  services  that  would help  recover  losses  for  self-insured  or
     high-deductible  damage  claims.  The  program  would  work  on a 35% - 40%
     contingency fee.

     Salvage  Program - currently being developed is program for the acquisition
     and sale of salvage materials

     WebSite  / Pass  Program  -  information  and  evaluations  regarding  safe
     environments (may be of special interest to the Military).


Compiled by Global Development Advisors 1999                             Page 20


<PAGE>

                     Diversified Product Inspections, Inc.

                                 Exhibit C

                          ISSUER INFORMATION FILE

                                PURSUANT TO

                     SECURITIES AND EXCHANGE COMMISSION

                               RULE 15c2-11

                              July 15, 2000


                      Diversified Product Inspections, Inc.
                       formerly known as Shoe Krazy, Inc.



TAX ID NUMBER:                                                     CUSIP NUMBER:

65-0877741                                                           255322 10 9


Employees:                                                         shareholders:
                                July 15, 2000
   - 21 -                                                             Approx. 38


                           ISSUER'S EQUITY SECURITIES
                               Common Voting Stock

AUTHORIZED:                                   ISSUED AND OUTSTANDING: 11,116,900

50,000,000 Common
($.0001 par value)

TRANSFER AGENT:


<PAGE>

                    Diversified Product Inspections, Inc.


     The Company currently serves as its own Transfer Agent. The address for the
Transfer Agent is 265 Sunrise Avenue, Suite 204, Palm Beach, FL 33480. Telephone
number is (561) 832-5696 and facsimile number is (561) 659-5371.

                                             (905) 948-9600  Voice
                                             (905) 948-8377   Fax



<PAGE>

                      Diversified Product Inspections, Inc.



                      Diversified Product Inspections, Inc.

                                    CUSIP NO.

                                   255322 10 9

                             ISSUER INFORMATION FILE

                                      AS OF

                                  July 15, 2000

     THE  INFORMATION  FURNISHED  HEREIN  HAS BEEN  PREPARED  FROM THE BOOKS AND
RECORDS OF THE ISSUER BY ITS  OFFICERS  AND  DIRECTORS  IN  ACCORDANCE  WITH THE
SECURITIES AND EXCHANGE COMMISSION RULE 15c2-11 AS AMENDED, AND IS INTENDED ONLY
AS A SECURITIES DEALER INFORMATION FILE; AND

     NO DEALER,  SALESMAN OR ANY OTHER  PERSON HAS BEEN  AUTHORIZED  TO GIVE ANY
INFORMATION, OR TO MAKE ANY REPRESENTATIONS,  NOT CONTAINED HEREIN IN CONNECTION
WITH THE ISSUER,  SUCH  INFORMATION  OR  REPRESENTATIONS,  IF MADE,  MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE ISSUER; AND

     DELIVERY  OF THIS  INFORMATION  FILE  DOES NOT AT ANY TIME  IMPLY  THAT THE
INFORMATION  CONTAINED  HEREIN IS CORRECT AS OF ANY TIME  SUBSEQUENT TO THE DATE
FIRST WRITTEN ABOVE.

SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS:

     This Issuer  Information  File in  accordance  with SEC Rule  15c2-11,  may
contain certain 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.



<PAGE>

                     Diversified Product Inspections, Inc.



     Such  statements  refer to events  that could occur in the future or may be
identified   by  the  use  of  words  such  as  "intend,"   "plan,"   "believe,"
"anticipate,"  correlative  words, and other expressions  indicating that future
events are  contemplated.  Such  statements  are subject to  inherent  risks and
uncertainties,  and actual results could differ  materially from those projected
in the forward-looking statements as a result of certain of the risk factors set
forth following and elsewhere in this Issuer Information File.




                      Diversified Product Inspections, Inc.

                             ISSUER INFORMATION FILE

     The  information  contained  in this  Issuer  Information  Report  has been
compiled to fulfill the disclosure  requirements of Rule 15c2- 11 promulgated by
the Securities and Exchange Commission under the Securities Exchange Act of 1934
as Amended. The enumerated items and captions correspond generally to the format
set forth in the Rule.

Item 1:           Exact Name of the Issuer and its Predecessors.

     Issuer:  Diversified  Product  Inspections,  Inc.,  a  Florida  corporation
     formerly known as Shoe Krazy, Inc.,

     Subsidiary: Diversified Product Investigations, Inc.

Item 2:           Address of Issuer's Principal Executive Offices.

     The principal executive office of the Issuer is located at:

                           3 Main Street
                           Oakridge, Tennessee  37830
                           (865) 482-8480   Voice
                           (865) 482-8477   Fax

Item 3:           Issuer's State of Incorporation.



<PAGE>

                      Diversified Product Inspections, Inc.




     The Issuer was organized in the State of Florida on October 17, 1994.

Item 4:           Exact Title and Class of Issuer's Securities.

     The Issuer has only one class of equity  securities issued and outstanding;
     that being Common Voting Stock. Authorized common is 50,000,000 shares.

Shares of  Preferred  Stock  are  authorized  but none  have been  issued or are
outstanding.  Authorized  Preferred  Stock is  10,000,000  shares.  The Board of
Directors is authorized to set the terms,  conditions  and  limitations  of such
Preferred Stock.

Item 5:           Par or Stated Value of Issuer's Securities.

     The par value of the Issuer's common stock is $0.0001 par value.

Item 6: Number of Shares or Total Amount of Issuer's  Securities  Outstanding as
of the End of the Issuer's Most Recent Fiscal Year.

     December 31, 1999 Fiscal Year End (Issued and Outstanding)

     2,100,000 shares of issued and outstanding as of December 31, 1999.

Item 7:           Name and Address of the Issuer's Stock Transfer Agent.

     The Company  currently  serves as its own Transfer  Agent.  The address for
stock transfer  matters is 265 Sunrise Avenue,  Suite 204, Palm Beach, FL 33480.
Telephone number is (561) 832-5696. Facsimile number is (561) 659-5371.

Item 8:           The Nature of the Issuer's Business.

     Diversified  Products  Inspections,  Inc.,  originally known as Shoe Krazy,
Inc.,  was  organized on October 17,  1994.  The Company was formed to engage in
investment and business development  operations related to the sale of shoes and
other foot products,  primarily in Florida. Significant efforts were expended to
make the business  plan and model work but those  efforts  failed.  On March 13,
2000, the Company  acquired all of the outstanding  capital stock of its current
subsidiary,  Diversified  Product  Investigations,  Inc.  in a stock  for  stock
exchange.   The  business  plan  and  operation  of  the  Company  as  presently
constituted is outlined below.



<PAGE>


                      Diversified Product Inspections, Inc.



     The Company  maintains a web page at:  http://www.dpi-inc.com.  Diversified
Product Inspection, Inc. specializes in conducting investigations and laboratory
analysis of a wide  variety of products to  determine  the "cause and origin" of
failures.  The Company's  primary  customers are  insurance  companies  that are
interested in subrogating claims to recover losses.

     The insurance  industry is one of the largest  business  enterprises in the
United States.  Insurance claims paid by the industry in 1998 were approximately
$150 billion and estimated to be $180 billion in 1999. In 1998,  depending  upon
the insurance company, only 1% to 5% of claims were subrogated.  It is estimated
that the subrogation  potential could be $10-15 billion  annually,  based on the
industry internal goals of 7-10%1.  DPI's clients have been able to subrogate as
high as 68% of submitted claims.

     Diversified  Product  Inspections,  Inc. is the inspiration of entrepreneur
John  VanZyll.  After  many  years  of  experience  in  home  construction,  and
employment  as a Customer  Service  Manager for  several  large  developers  and
homebuilders, Mr. VanZyll recognized the opportunity and need for a service that
would help  protect  consumers  and  assist  them in making  informed  decisions
regarding home or appliance purchases.

     During the course of home investigations,  the Company noted a large number
of defective products not necessarily related to home construction.  Because the
home  inspection  industry is saturated  and highly  competitive,  DPI sought to
differentiate   itself  from  its   competitors   by  adding   product   failure
investigations,  as an additional  service.  The Company  quickly  realized that
there was tremendous  demand for this type of service by the insurance  industry
and has since been able /to  establish  itself as a  specialist  in this rapidly
growing  field.  DPI has developed a sustainable  competitive  advantage in this
lucrative niche market through the creation of a proprietary database.

     DPI began to accumulate a database of known defective products, and in 1994
began concentrating, almost exclusively, on defective product investigations for
the insurance  subrogation  field. DPI now has a computerized  database with key
identifiers  of over  300,000  products,  a library  of over  80,000  photos and
documentation,  plus hundreds of videos. To the Company's knowledge, there is no
other company in the US that possesses such an extensive database, or is capable
of providing the  cost-effective  range of services and experience  that DPI can
offer its clients.

     DPI has enjoyed  steady growth in customer base over its nine year history.
The Company currently provides  investigative  services for over 1,600 insurance
adjusters  in more than 40 states.  The  Company  employs  eight  state-licensed
Private  Investigators  who are  trained  and  certified  as "Cause and  Origin"
investigators, and six lab technicians. DPI also offers pre- failure evaluations
of structures, building materials and appliances.

     Since its formation, DPI has also experienced steady growth in revenues and
profits.  Since 1996,  the Company has  increased  gross sales from  $188,780 to
$329,547 in 1998. Gross
--------

1 National Underwriters, Inc, "Claims", Oct 1999




<PAGE>

                      Diversified Product Inspections, Inc.



revenues  from  services  for 1999 are $558,625 for the period Jan 1 through Oct
31, and are  projected at $670,350 for the year.  This growth has been  realized
without any outside funding and only a limited marketing  campaign.  The Company
also operates a rapidly  growing  "Small Item Mail-in  Programz" and "Large Item
Ship-In Program" to extend its services throughout the country.

     Until December 1999, the Company was expanding using its own resources.  In
June 1999,  the Company  established  a  satellite  office in  Salisbury,  North
Carolina. In August 1999, the Company signed a lease for land and building for a
new headquarters  and laboratory to be located in Oakridge,  TN. Customers DPI's
primary clients are insurance companies:

Allstate Insurance                               Amica Insurance


Appalachian Claim Services                       Bankers Insurance


Bankers Security                                 Bausley & Associates


C.J.W. Associates                                Claim Solutions Services, Inc.


C.N.A. Insurance                                 C.S.A.A


Crawford and Company                             Curley & Associates


Elliot Claims Service, Inc.                      Farmers Insurance


Fire & Arson Investigation Consultants, Inc.     Fire Service Restoration


Fireman's Fund Insurant                          First Floridian (Travelers)


Florida Farm Bureau                              Frontier Adjusters


Grotefeld & Denenberg, L.L.C.                    Hartford Insurance


<PAGE>



                     Diversified Product Inspections, Inc.




Inspire Insurance Solutions                      Kentucky National Insurance


Langham & Associates                             Liberty Mutual


McDonald, Tinker, Skaer                          Morrison, Mahoney & Miller


Nationwide Insurance                             Nationwide Mutual


Northfield Associates                            Post & Schell, P.C.


Professional Public Adjuster, Inc.               Property JUA Services


Prudential Insurance                             Purofirst Midsouth Insurance


Reliance Insurance                               Republic Insurance


Residential Warranty                             Rimkus Consulting


Safeco Insurance                                 Schaeffer Engineering


Scottsdale Insurance                             SCS & Associates


Selective Insurance                              Servpro, Inc.


Shepard, Filburn & Goodblatt, PA                 Southern Family Insurance


State Farm Insurance                             T.I.G. Insurance


The Johnson Group                                Totura & Company


Travelers Insurance                              United Pacific Insurance


<PAGE>


                    Diversified Product Inspections, Inc.




USAA Insurance                                   Westfield Companies


Zurich American




Item 9:           The Nature of Products or Service's Offered.

Overview

     Insurance  claims in the United  States are hundreds of millions of dollars
every year. A vast  majority of these claims are the result of product  failures
caused by defective products.  Until DPI entered this market, depending upon the
insurance company, only 1% to 5% of claims were successfully subrogated. Through
the use of DPI's  proprietary  database,  the Company is able to investigate the
"cause and origin" of losses and provide their clients with information enabling
them to cost-effectively subrogate almost 70% of their claims.

     Subrogation  is a legal  principle,  which  provides that, to the extent an
insurer has paid for a loss, the insurer  receives the  policyholder's  right to
recover from any third party that caused the loss.

     Until  recently,   Insurance   companies  have  not  aggressively   pursued
subrogation.  There are many  reasons  for this  lack of  effort  in this  area.
Liability  can be  difficult to prove.  Product  failure  investigations  can be
expensive,  especially if conducted by an engineering lab.  Proximate cause must
be  demonstrated  through a preponderance  of the evidence.  The product and its
manufacturer must be positively  identified.  Because of the high cost and other
factors,  many insurance companies only pursue subrogation claims over a certain
amount.

     Competitive  Advantage:  DPI  provides  the  Insurance  Industry  with  the
industry's  first  cost-effective  investigative  service.  DPI has a  staff  of
professional  investigators  and  laboratory  analysts,  who are supported by an
extensive proprietary product database. DPI's database is unique to the industry
and enables DPI to quickly identify the manufacturer of a defective  product and
offer its investigative  services at cost-effective  levels.  DPI enjoys a clear
and sustainable competitive advantage as a result of this proprietary database.

     Proprietary  Database:  The  Company's  Proprietary  Database  contains  an
extensive listing of product identifiers,  and known defects and failures.  This
computerized  database  contains key  identifiers of over 300,000  products.  In
addition, DPI possesses a library of over 80,000 photos and documentation,  plus
hundreds of videos.  This  database is the result of 8 years of research  and is
frequently  updated.  Any competitor entering the field would have to create its
own database from scratch, an undertaking of great time and cost.


<PAGE>

                  Diversified Product Inspections, Inc.

Products and Services for the Insurance Industry

     The primary business of DPI is the  determination of the "Origin and Cause"
of property damages and the  identification of the defective product that caused
the loss. DPI finds itself in a unique  position of being a pioneer in what is a
growing and  increasingly  important  field - Subrogation  Recovery.  Demand for
these services should grow as the percentage of successfully  subrogated  claims
increases.   Currently,   the  insurance   industry's   internal  goals  are  to
successfully  subrogate 7% of claims2.  Product  identification  after a failure
(especially  fire) has been one of the main  reasons for the lack of  successful
subrogation.  DPI's laboratory has a 97% success rate in product identification.
Insurance  companies and adjusters  using DPI's service have  consistently  been
able to successfully  subrogate in excess of 68% of investigated claims. This is
an improvement of 66% over the industry average and at a fraction of the cost of
conventional  engineering  firms.  After the deduction of DPI's reasonable fees,
these subrogation recoveries are pure profit to the insurance company. Defective
Product  Investigations

     DPI performs professional forensic  investigations to identify the products
and  materials  involved in a claim loss and determine the cause of the failure.
DPI employs  state-licensed  Private  Investigators  who have been  certified in
"Origin and Cause" analysis.  It is the determination of "Origin and Cause" that
is the basis for successful subrogation of a claim. The client mails small items
to DPI, or investigations can be carried out on site, as in the case of fire and
arson investigations. DPI or insurance company personnel recover shippable items
from the site.  The items are  appropriately  packaged  and  shipped  to the DPI
Laboratory.  Crucial to the legal process of  subrogation  is maintenance of the
"chain of evidence." DPI maintains  secure  facilities and has personnel who are
trained in the  procedures  for properly  handling,  storing and  cataloging  of
evidence.

     Small Item Mail-In Program The "Small Item Mail-In  Program" is a benchmark
result of the great  success  that DPI has been able to  achieve in the state of
California.   In  just  one  Allstate  Insurance  Company  claims  offices  near
Bakersfield,  the client  was able to  successfully  recover  over $4 million in
subrogated claims. As a result of this overwhelming success,  Allstate Insurance
Company has  instructed  all its  adjusters in California to submit all of their
defective  products  to DPI.  Items are  placed in the  pre-addressed,  pre-paid
Fed-Ex box or envelope and submitted to DPI for identification and analysis. DPI
performs this task at their lab and submits a report to the insurance  adjuster.
The item is retained in secure storage as evidence until the claim is closed.

     DPI has recently  reached an  arrangement  with State Farm  Insurance  Co.;
similar  to one  that is now in place  with  All  State  Insurance  Company.  In
November  1999,  State Farm  invited DPI to attend the National  Association  of
Subrogation  Professionals (NASP) convention in Las Vegas. DPI was introduced as
an  investigative  specialist  in the field.  DPI  recommends  subrogation.  The
determination to pursue that subrogation is determined by the insurance carrier.
DPI has been asked by the office in Texas if the  Company  can handle the influx
of up to 500 items per month,  but this does not  reflect a firm  commitment  to
submit that number.

     The table  below is a partial  listing of items that can be mailed in using
the Small Item Mail-in Program:

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

Check               Copper              CPVC Pipe           Freeze              Toilet Tanks        Faucets
Valves              Pipe                                    Proof Hose
                                                            Bibs
------------------- ------------------- ------------------- ------------------- ------------------- -------------------



Garbage             Polybutelen         Pressure            Sump                Toilet              Surge
Disposals           e                   Release             Pumps               Valves              Protectors
                                        Valves
------------------- ------------------- ------------------- ------------------- ------------------- -------------------



Under               Washer              Water               Water               Water Level         Water
Counter             Hoses               Control             Filters             Switches            Softeners
Water                                   Solenoids
Heaters
------------------- ------------------- ------------------- ------------------- ------------------- -------------------



Water               Hair Dryers         Toasters            Curling             Clock
Supply                                                      Irons               Radios
Lines
------------------- ------------------- ------------------- ------------------- ------------------- -------------------
</TABLE>

     The  minimum  fee  for  these  services  is  $175.00.  Fire  damaged  items
(accounting for 30-40% of the items submitted) incur a minimum additional charge
of 1 log hour @ $75.00 per hour. Currently,  DPI is receiving  approximately 100
items per week at an  average  of $200 for each item  submitted.  This has grown
from 40 items per week in January.  With growth of 15% per month, the Small Item
Mail-In Program is projected to produce approximately $3.3 million in revenue in
Year 2000 and gross profits of approximately  $2.7 million.  (These  projections
include storage revenue for the 8,565 items currently in storage)

Large Item Ship-In Program

     DPI also has a program to handle large items, including refrigerators,  air
conditioning  units,  stoves,  dishwashers,  etc.  These larger items are either
picked  up by DPI,  within a range of 150  miles  of one of  their  offices,  or
shipped directly by the client.  Items picked up by DPI are billed for log hours
for the driving,  handling and laboratory analysis.  Items shipped by the client
are shipped prepaid and billed for the inspection fee and monthly storage.

     Revenue streams are generated from the log hours billed and from the secure
storage of the items until the case is  settled.  Storage is  typically  $40 per
year per item.  The average  investigation  is $255.00 plus 1 log hour @ $75.00,
not  including  the travel time.  DPI is  currently  receiving 10 items per week
under this program.  Growth has been  averaging 5% increase per month.  Revenues
for the year 2000 are  projected  at $217,270  with gross  profits  projected at
$182,400 for the 12 month period.

     Satellite Office/Outsource Program

     As part of DPI's  future  expansion  plans,  the Company  intends to open 4
additional  satellite  Office/Labs  in New  York,  Texas  and  North  and  South
California.   This   will   give   DPI  6   satellite   locations   and  a  main
headquarter/laboratory  in Oakridge,  TN. The company is also training outsource
personnel to service any location where the insurance industry needs the service
and is capable of generating a minimum of 10 inspection/evidence collections per
week.  These  individuals  will  be  paid on a per  investigation  basis  and be
responsible  for their own offices and  expenses.  The Company plans to train 30
outsource personnel in the next 12 months if the necessary funds are available.

     Revenues or the  Satellite/Outsource  Program are projected at $2.9 million
for Year 2000 and gross  profits  of $1.9  million.  Chain of Custody - Evidence
Collecting and Storage

--------

2 Allstate Insurance Company


<PAGE>

                  Diversified Product Inspections, Inc.



     DPI also  provides for the storage of evidence and derives  income from the
safe storage of materials.  DPI is practiced in the maintenance of the "Chain of
Custody" of evidence,  which is critical to successfully  bringing a subrogation
case to court. The statute of limitations for filing  litigation is 3 years. Due
to the crowded court dockets, the average item remains in storage for 2 years.

     Storage is an additional  revenue stream for DPI as the Company can perform
this service more  securely and  efficiently  than the  insurance  companies can
themselves.  Currently, DPI has over 8,600 items in secure storage at an average
rate of $35.00 per annum.

     Revenue from storage is included in the financial projections for the Small
Item  Mail-in  Program,  Satellite/Outsource  Program  and  Large  Item  Ship-in
Programs. The mark-up on storage is substantial.  Storage revenues are projected
at  $457,600  for Year 2000 and gross  profits of  $451,000.

Indoor Air Quality Analysis

     DPI  provides  in-depth  indoor air  quality  analysis  and is a pioneer in
identifying airborne contamination and determining the causes of sick buildings.
DPI has designed proprietary measuring instruments capable of detecting airborne
chemical  contaminants  in structures.  DPI also utilizes state  laboratories to
supplement their own lab.

     These  contaminants are potential health threats and come from a variety of
sources   within  modern   buildings   including  air   conditioners,   heaters,
refrigerators and materials used in the construction of the building. DPI is one
of a handful of  companies  in the country  that is capable of  identifying  the
contaminants involved and the origin and cause within the structure.

     The most dangerous and most common cause of indoor air contamination  comes
from  leaking  refrigerants  contacting a heat source that can convert the Freon
into deadly  phosgene  gas  (mustard  gas).  The  presence  of this  reaction is
frequently  evidenced by carbon sooting.  Almost all air  conditioners  and many
refrigerators  leak  Freon.  There are many  sources  of heat in the home  (heat
strips,  pilot  lights,  electric  range and oven,  toasters,  etc.),  which are
capable  of  converting  the  Freon  into  phosgene  gas.

     DPI has conducted a nationwide  study on the  prevalence of phosgene in the
home. The Company has identified phosgene as the cause of numerous severe health
and respiratory problems that have even resulted in death. The Geneva Convention
outlaws the production of phosgene,  and its presence can only occur through the
accidental  conversion  of Freon.  Air Tests  conducted  by DPI are to determine
contaminants  of Freon.  This Freon can be  converted  to Phosgene gas under the
right conditions. The determination of Phosgene poisoning can only be determined
by appropriate  medical  personnel.  DPI has been able to identify the chemicals
and  conditions  that  could  result  in  Phosgene  poisoning.

     Due to the high frequency and potentially  deadly effects of phosgene,  DPI
has developed a prototype  that the Company  believes is capable of  neutralizes
the Freon before it can be converted to phosgene. DPI is planning to market this
device  as an  inexpensive  retrofit  to  existing  systems  and is  seeking  an
appropriate  licensing  agreement.

Structure  Evaluations and Consumer  Product Evaluations

     Home  Evaluations  and Consumer  Product are not to be confused with a home
inspection.   Home  inspections  are  typically   performed  as  a  pre-purchase
inspection that concentrates on the current  functionality of items in the home.
The  Consumer  Product  and Home  Evaluation  reports on the  failure  rates and
recalls  of the  products  used in the  home.  The  difference  is  significant.

     Structure   Evaluations   are   performed   on-site  by  a  qualified   DPI
investigator.  In addition to  reporting  on the  current  functionality  of the
structure and appliances (roof,  siding,  heating and cooling system,  etc), DPI
goes further and identifies the manufacturers of the various building  materials
and appliances.  The client is also informed of known failure rates, defects and
hazards, recalls and current or pending legal proceedings. As an example, a home
inspection  would report that the siding on the home is in good  condition if it
is painted and shows no obvious signs of decay. DPI's inspection would report on
the type of siding and  whether or not that siding was the subject of high rates
of  failure,  or the  subject of a recall.  DPI would also  report to the client
whether  the  siding  was the  subject  of a  class  action  settlement  and the
procedures for making a claim. (i.e. Louisiana Pacific siding case)

<PAGE>


                      Diversified Product Inspections, Inc.



     Consumer  Product  Evaluations are a survey of common items in the home for
the  purpose of  identifying  products  that are the  subject of a recall or are
known to have a history of failure.  DPI's  evaluation  informs the  consumer of
current  working  status of the product,  the risks and failure rates of various
products, recalls, current legal proceeding and remedies.

     DPI is planning to offer the Consumer Products  Evaluation,  on the Company
website.  Consumers  will be offered an opportunity to evaluate a single product
or an entire  household.  Package  deals will be available  which will include a
1-year  subscription  to  the  company   newsletter,   the  "Investigator."  The
"Investigator"  keeps  consumers  informed of current product recalls and safety
tips for the home.  The Company  intends to provide this  services for a nominal
fee or  no-charge.  The Company  believes  that  revenue can be derived from the
database that is being accumulated under this program.

     Database  Marketability - The Consumer Product  Evaluation  database may be
marketable to several  different  clients.  The database  will include  consumer
buying habits,  which is of value to  manufactures  and retailers.  The database
will also contain the location of products that may present potential  liability
for manufacturers,  which is valuable to manufacturers and insurance  companies.
Additional  Services

          Full  Engineering  Services - DPI is abl to provide  clients with full
          engineering services including mechanical and electrical engineering

          Metallurgist  Services  - the DPI lab is  equipped  to  perform a full
          range of metallurgical  services capable of analyzing  submitted items
          for design load, metal fatigue, hairline cracking, etc.

          Training  Seminars - DPI investigators are also trained as instructors
          and are licensed in most states due to reciprocity agreements. DPI has
          been  approached  by the states of  California,  Texas,  Virginia,  N.
          Carolina and S. Carolina to conduct  licensing  seminars for insurance
          adjusters.  Each of these  states  has a  requirement  that  adjusters
          receive additional training each year.

Manufacturer Defective Product Notifications

     DPI provides  manufacturers  with a service that assists those companies in
locating  products that are subject to recall.  It is inevitable  that a certain
number of  defective  products  will slip  through  the  manufacturer's  quality
control  inspections  and make their way into the  marketplace.  These defective
products,  once  identified,  are  a  source  of  potential  liability  for  the
manufacturer.

     Manufactures  are often  eager to locate  and  replace  defective  products
before the product  fails and causes high  damages.  If the average  damages are
relatively high, the  manufacture,  in many cases, is willing to pay a reward or
bounty for  information  that will assist them in locating the product  prior to
failure.

     This is where  DPI's  database of  consumer  profiles  will come into play.
(See:  Consumer  Product  Evaluations).  DPI plans to  maintain a website  where
consumers can receive a home evaluation  online.  The consumer may pay a nominal
fee to enter all household  appliances,  mechanical devices,  lawn equipment and
materials  of and around the house into the  computer.  The  computer  will then
compare the profile to the database of known defective  products.  DPI will then
inform the consumer and the  manufacturer of the location of the product so that
a replacement can be scheduled.

     To understand the process,  one need only look at the example of the number
one cause of flooding in the home - the washing  machine  hose.  State Farm paid
over $140,000,000 in damage claims caused from water damage an example is failed
laundry  hoses.  Claims  from water  damage can vary  greatly and do not have an
industry average. 3. These hoses are relatively  inexpensive and easy to replace
and are designed to provide service for 3 years. If a manufacturer  has a run of
faulty hoses that fail to meet design specs, the manufacture could be liable for
subrogation recovery. As subrogation rates increase,  manufacturers will have an
incentive to locate and replace the defective hoses. DPI will be able to provide
manufacturers  with this  information,  as its  "Consumer  Products  Evaluation"
database expands.

--------

<PAGE>


                      Diversified Product Inspections, Inc.



Item 10:      The Nature and Extent of the Issuer's Facilities.

     The Issuer  conducts its business in  approximately  30,000  square feet of
office and warehouse space located at 3 Main Street,  Oakridge,  Tennessee.  The
Issuer  occupies  said  premises  pursuant to a written lease which expires June
2003 for a monthly rent of $21,000.

Item 11:  Names of the Chief  Executive  Officers  and  Members  of the Board of
Directors of the Issuer.

                        Directors and Executive Officers

     The  following  table  includes the names,  positions  held and ages of our
executive  officers and  directors.  All directors  serve for one year and until
their successors are elected and qualify.  Officers are elected by the Board and
their terms of office are, except as otherwise  stated in employment  contracts,
at the discretion of the Board.

NAME                                                                    POSITION
John VanZyll
                                President, Chairman, Chief Executive Officer and
                                Director
Marvin Stacy
                                Chief Operating Officer and Director
Dean Madden
                                Chief Financial Officer, Treasurer and Director
Ann Furlong
                                Secretary and Director
David Dowell
                                Director

     John VanZyll,  President Chairman of the Board, Chief Executive Officer and
Director.  Entrepreneur  and founder of  Diversified  Product  Inspections,  Mr.
VanZyll has over 10 years of construction and investigation  experience. He is a
member of the Southern  Building  Code Congress  International  and the National
Fire Protection  Association and is a licensed  Private  Investigator.  He holds
certificates  from the National  Association of  Investigative  Specialists with
specialties in Insurance  Claim  Investigation  and Advanced Fire  Investigation
Techniques.  Mr.  VanZyll is considered an expert in the field of  investigation
and  subrogation  by the insurance  industry and has conducted  over 60 training
seminars and trained over 1600 insurance adjusters.

<PAGE>


                      Diversified Product Inspections, Inc.


     Marvin Stacy,  Director,  Chief  Operating  Officer.  Mr. Stacy has over 40
years of experience in all aspects of electrical and mechanical  engineering and
design.  Mr. Stacy is also gifted as an investigator  and is responsible for the
operation  of the  laboratory.  He has designed  custom  testing  equipment  and
designs  solutions for  manufacturers to correct design flaws and  shortcomings.

     Dean Madden, Chief Financial Officer,  Treasure and Director. Mr. Madden is
serving as the Company's interim CFO. Mr. Madden has over 33 years of experience
in all aspects of  accounting.  Mr. Madden served as CFO and Director of GMAC of
Canada from 1983 - 1988. Mr. Madden has worked in various  accounting  positions
throughout  his career,  specializing  in auditing,  taxes,  and  preparation of
financial statements.

     Ann M. Furlong,  Secretary and Director.  Ms.  Furlong has over 29 years of
experience  as a  professional  manager  and the owner and  founder  of  several
successful   businesses.   Ms.  Furlong  has  provided  the  administrative  and
organizational expertise that has greatly contributed to DPI's success since its
founding  in  1991,  including  the  compilation  of the  company's  proprietary
database.

     David Dowell,  Esquire,  Director.  Mr. Dowell was awarded a B.S. degree in
Business  from Indiana  University  in 1985 and a degree in Juris  Prudence from
Indiana  University  School of Law in 1988.  Upon  graduation,  Mr.  Dowell  was
admitted  to the  Indiana  Bar and was  retained by Coopers and Lybrand as a tax
associate.  He moved to  Florida  in 1990 and  became  law  clerk  for the Fifth
Circuit Court in Lake County.  In 1992, Mr. Dowell opened a private practice and
specializes in Corporate Law and Bankruptcy

Item 12: Remuneration of Officers and Directors.

     Although  there  are no  formal  agreements  between  the  Company  and its
employees,  officers  and  directors,  the  Company  intends  to enter into such
agreements in the near future.

Item 13: Management Option to Purchase Stock/Securities.

     None.

Item 14: Interest of Management and Others in Certain Transactions.

     None.

Item 15: Principal Security Holders and Security Holdings of Management.


<PAGE>

                   Diversified Product Inspections, Inc.


     The  following  table sets forth  information  known to us  relating to the
beneficial ownership of shares of common stock by each person who is known by us
to be the beneficial  owner of more than five percent of the outstanding  shares
of common  stock;  each  director;  each  executive  officer;  and all executive
officers and directors as a group.

     Unless  otherwise  indicated,  the address of each beneficial  owner in the
table set forth below is care of Diversified Product Inspections, Inc.

Name and Address of          Amount and Nature of               Percent of Class
Beneficial Owner             Beneficial Ownership

John VanZyll                 5,000,000                          45%

Marvin Stacey                2,000,000                          18%

Anne Furlong                 2,000,000                          18%


All Executive Officers and   9,000,000                          81%
Directors as a Group

Item 16:          Pending Legal Proceedings.

                  None.

Item 17:          Nature of Trading Market.

                  None.

Item 18:          Recent Sales/Issuance of Unregistered Securities.

     1. On or about  October 17,  1994,  the  Company  issued a total of 600,000
shares of its common  stock for  services in an offering  conducted  pursuant to
Section  3(b) of the  Securities  Act of  1933,  and Rule  504 of  Regulation  D
promulgated  thereunder.  This  offering  was made in the state of Florida.  The
shares were subsequently  transferred  pursuant to 4(1) of the Securities Act of
1933 to 25 purchasers.  The Company thereafter  effected a forward split of such
shares at the rate of 3.125 to 1, for  holders of record on March 1, 2000.  Post
split shares total 1,875,000.

     2. In December 1998 the Company  received  gross  proceeds in the amount of
$50,000.00  from the sale of a total of 1,000,000  shares of  restricted  common
stock,  $.0001 par value per share,  to 25 subscribers in an offering  conducted
pursuant to Section 3(b) and 4(2) of the  Securities  Act of 1933,  and Rule 505
and 506 of  Regulation D promulgated  thereunder.  This offering was made in the
state of Georgia and the State of Florida.  These shares were canceled as a part
of and at the time of the  acquisition of Diversified  Products  Investigations,
Inc. on or about March 13, 2000.


     3. On December 1, 1998,  the Company  issued and sold 500,000 shares of its
common stock to Mr. Rodney Delaney Ford, the President,  Secretary and Treasurer
of the Company,  in consideration and exchange for services valued at $12,500.00
in connection with the organization of the Company.  These shares were issued to
pursuant  to  Section  4(2) of the  Securities  Act of  1933,  and  Rule  506 of
Regulation  D  promulgated  thereunder.  This  offering was made in the state of
Georgia.  These  shares  were  canceled  as a part  of and  at the  time  of the
acquisition of Diversified Products  Investigations,  Inc. on or about March 13,
2000.

     4. On or about March 13, 2000, the Company issued  9,241,900  shares of its
restricted  common stock to thirteen (13)  shareholders  of Diversified  Product
Investigations, Inc. pursuant to a Share Exchange Agreement of same date in sole
consideration  of  the  exchange  of  all  issued  and  outstanding   shares  of
Diversified Product Investigations, Inc to the Company.

<PAGE>

                    Diversified Product Inspections, Inc.


Item 19:          Indemnification of Directors and Officers.

     The Florida Business  Corporation Act (the  "Corporation  Act") permits the
indemnification  of  directors,   employees,  officers  and  agents  of  Florida
corporations.  The Company's  Articles of  Incorporation  (the  "Articles")  and
Bylaws  provide that the Company  shall  indemnify its directors and officers to
the fullest  extent  permitted by the  Corporation  Act.

     The provisions of the Corporation Act that authorize indemnification do not
eliminate  the  duty of care of a  director,  and in  appropriate  circumstances
equitable remedies such as injunctive or other forms of non-monetary relief will
remain available under Florida law. In addition,  each director will continue to
be subject to liability for (i) violations of criminal laws, unless the director
had  reasonable  cause to believe his  conduct  was lawful or had no  reasonable
cause to believe his conduct was unlawful,  (ii)  deriving an improper  personal
benefit  from a  transaction,  (iii)  voting  for or  assenting  to an  unlawful
distribution  and (iv) willful  misconduct  or conscious  disregard for the best
interests  of the Company in a proceeding  by or in the right of a  shareholder.
The statute does not affect a director's  responsibilities  under any other law,
such as the Federal securities laws.

     The effect of the  foregoing  is to require  the Company to  indemnify  the
officers and directors of the Company for any claim arising against such persons
in their official  capacities if such person acted in good faith and in a manner
that he reasonably believed to be in or not opposed to the best interests of the
corporation  and,  with respect to any  criminal  action or  proceeding,  had no
reasonable cause to believe his conduct was unlawful.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be  permitted  to  directors,  officers or persons  controlling  the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange  Commission,  such indemnification
is against public policy as expressed in the act and is therefore unenforceable.

     The  Company  has not made any  provision  for the  indemnification  of its
officers or directors. The Articles of Incorporation and By-Laws do not have any
provisions for indemnification.  Neither the Company's Articles of Incorporation
nor By-Laws makes  provisions for the purchase of liability  insurance on behalf
of its officers or  directors.  Currently the Company does not maintain any such
liability insurance.


Item 20:          The Issuer's Most Recent Balance Sheet and Statement
                  of Income and Retained Earnings.

     See Form 8-KA dated May 22, 2000 attached hereto and made a part hereof.


         CLIENT FORMAT

<PAGE>


                     Diversified Product Inspections, Inc.



                        independent auditors' report


Item 21: Issuer's Financial Statements for the Two Preceding Fiscal Years.

     See Form 8-KA dated May 22, 2000 attached hereto and made a part hereof.

Item 22:  Disclosure  Whether The Broker or Dealer or any  Associated  Person is
Affiliated, Directly or Indirectly with the Issuer.

     The Issuer has no  knowledge of any Broker or Dealer or  associated  person
who is submitting  quotations with respect to the Issuer's securities who may be
simultaneously  affiliated directly or indirectly with the Issuer.  There are no
members of the Board of  Directors or  Management  with any  affiliation  to any
Broker/Dealer.


Item 23:  Disclosure  Whether the  Quotation is Being  Published or Submitted on
Behalf of any other Broker/Dealer.

     The Issuer has no knowledge of any quotation  being  published or submitted
on behalf of any other Broker/Dealer.

Item 24:  Disclosure  Whether the Quotation is Being  Published on Behalf of any
10% or more Beneficial Owner.

     No Quotation is being submitted or being  published  directly or indirectly
on behalf of the Issuer or any  Director or Officer or any  person,  directly or
indirectly the beneficial  owner of more than 10% of the issued and  outstanding
shares of any equity security of the Issuer.

Item 25:          Other Information.

     The  Attachments  and Exhibits  referred to hereinabove and attached hereto
are more particularly described in the Index of Attachments and Exhibits,  which
follows the signature page hereof.


<PAGE>

                   Diversified Product Inspections, Inc.



Item 26:          Contact Representative.

     The Name of the Issuer's  Representative  to contact  regarding  any matter
arising from this Report or the Information contained herein is:



                      DIVERSIFIED PRODUCT INSPECTIONS, INC.

                             John VanZyll, President



     The  undersigned  hereby state that he has read the  information  set forth
hereinabove,  and attests hereby that, to the best of his current  knowledge and
belief, such information is true and correct.


                                       Diversified Product Inspections, Inc.





                                        By:------------------------
                                        John VanZyll



<PAGE>




                      Diversified Product Inspections, Inc.



                                    Exhibit E





                      DIVERSIFIED PRODUCT INSPECTIONS, INC.









                             SUBSCRIPTION DOCUMENTS


















Name of Subscriber:                 _______________________________

Memorandum Number:                  _______________________________




<PAGE>

                       Diversified Product Inspections, Inc.



INSTRUCTIONS TO SUBSCRIBERS  Persons wishing to subscribe for shares (as defined
herein) of Diversified Product  Inspections,  Inc., Inc., a Florida corporation,
are required to complete the pertinent documents in this package.

Please comply with the following instructions:

          1. Please complete and sign the  Subscription  Agreement and Purchaser
          Questionnaire  provided to you. In those cases in which Shares will be
          held in joint ownership, all parties must sign.

          Your  check or wire  transfer  in the  amount of $2.50 for each  Share
          purchased should be made payable to "Donald Mintmire Trust Account for
          the benefit of Diversified Product Inspections, Inc."

          Check and this signed  subscription  documents  to be sent to:  Donald
          Mintmire Trust Account Mintmire & Associates 265 Sunrise Ave #204 Palm
          Beach, Florida 33480 Phone (561) 832-5696 Fax (561) 659-5371

SPECIAL SUBSCRIPTION INSTRUCTIONS AND A CERTIFICATE
FOR CORPORATION, PARTNERSHIP AND TRUST SUBSCRIBERS

If the  Investor  is a  corporation,  partnership,  trust or other  entity,  the
following additional  instructions must be followed.  Information in addition to
that requested below may also be required in some cases.

1.  Corporations,  partnerships and trusts must have the Subscription  Agreement
completed and executed by an authorized  corporate  officer,  general partner or
trustee  who is making the  investment  decision  on behalf of the  corporation,
partnership or trust.

2. Corporations, partnerships and trusts must provide the following information:

     (a) Corporations must attach a copy of their currently  effective  Articles
     of Incorporation.

     (b)  Partnerships   must  attach  a  copy  of  their  currently   effective
     partnership  agreement,  including  the date of formation and a list of all
     the partners.


<PAGE>

                   Diversified Product Inspections, Inc.



     (c) Trusts must attach a copy of their currently effective trust instrument
     authorizing investments by a trustee.

     The authorized corporate officer, general partner or trustee must complete,
     date,  and sign the  Certificate  set forth on page 9 hereof.

SUBSCRIPTION AGREEMENT

Name(s) of Subscriber(s):                              Total Subscription Price:

___________________________________                               $ ____________

___________________________________                               $ ____________

_____________________________________                             $ ____________


           Diversified Product Inspections, Inc.
           Attn:                  John VanZyll
           3 Main Street
           Oakridge, Tennessee    37830


           Gentlemen:

     1. Subscription.  The undersigned (the "Subscriber")  hereby subscribes for
and agrees to purchase the number of Shares (the "Shares") of the .001 par value
per share Common Stock (the "Common Stock") of Diversified Product  Inspections,
Inc., a Florida  corporation (the "Corporation") in accordance with the terms of
this Subscription Agreement (the "Subscription Agreement").

     2.  Subscription   Instruments.   The  Subscriber  hereby  tenders  to  the
Corporation the following materials (the "Subscription Materials"), all of which
have been duly completed and executed by the Subscriber;

     a. A check or wire  transfer,  in the  amount  of  $2.50  per  Share  being
subscribed  for, made payable to "Donald  Mintmire Trust Account for the benefit
of Diversified Product Inspections, Inc."

     b. One signed copy of this Subscription Agreement; and

     c. One signed copy of the Purchaser Questionnaire.

<PAGE>

                  Diversified Product Inspections, Inc.



     3. Acceptances or Rejection of Subscription. The Subscriber understands and
agrees that:

     a. If this subscription is accepted,  the proceeds delivered herewith shall
be  used  to  admit  the  subscribers  whose   subscriptions  were  accepted  as
shareholders of the Corporation; and

     b. If this  subscription is rejected,  the  Subscription  Materials and the
subscription funds will be promptly returned to the Subscriber. No interest will
be paid on any subscription funds.

     4.  Representations  and Warranties.  The Subscriber  hereby represents and
warrants to the Corporation as follows:

     a.  The  Subscriber  has  received  the  Confidential   Private   Placement
Memorandum  of the  Corporation  dated  December 1, 1999  including all Exhibits
thereto  (collectively,  the "Memorandum"),  and, prior to the execution of this
Subscription   Agreement  by  the  Subscriber,   have  carefully   reviewed  the
Memorandum. The Subscriber has relied solely on the information contained in the
Memorandum in making his  investment  decision,  and, in making such  investment
decision,  has  disregarded any other written or oral statements or information,
if any,  concerning  the Company or an  investment  in Shares made by any party,
including,  without limitation,  the officers,  directors,  and employees of the
Company. All capitalized terms contained herein shall have the meanings given to
them  in the  Memorandum  unless  otherwise  specifically  defined  herein.  The
Subscriber understands the business in which the Corporation will be engaged and
has such knowledge and  experience in financial and business  matters that he is
capable of evaluating  the merits and risks of an investment in the  Corporation
and making an informed investment decision with respect thereto. He has obtained
sufficient information to evaluate the merits and risks of the investment and to
make such a decision.

     b. The Subscriber  has had  sufficient  access to all documents and records
pertaining  to the  Corporation  and this  proposed  investment  in the  Shares.
Additionally,  the  subscriber  has had the  opportunity  to ask  questions  and
receive  answers  concerning  the terms and  conditions  of the  offering and to
obtain  any  additional  information  which the  Corporation  possesses,  or can
acquire without unreasonable effort or expense, necessary to verify the accuracy
of the information furnished in the Memorandum.

     c. The  Subscriber  (i) has adequate means to provide for his current needs
and possible personal  contingencies and those of his family, if applicable,  in
the same  manner  as he would  have  been able to  provide  prior to making  the
investment  in the Shares,  (ii) has no need for  liquidity in this  investment,
(iii)  is  aware  of and  able to bear  the  risks  of  this  investment  for an
indefinite  period of time and (iv) is presently  able to afford a complete loss
of such investment.



<PAGE>


                 Diversified Product Inspections, Inc.



     d. The Subscriber recognizes that the Corporation is a growth stage entity,
and that the  Shares as an  investment  involve  significant  risks,  including,
without limitation, those set forth in the Memorandum.

     e. The Subscriber  understands that none of the Shares have been registered
under the  Securities  Act of 1933,  as amended  (the  "Securities  Act") or the
securities laws of any state in reliance upon exemptions  there from for private
offerings.  The Subscriber understands that the Shares must be held indefinitely
unless the sale thereof is subsequently  registered under the Securities Act and
applicable  state  securities  laws or  exemptions  from such  registration  are
available.  The  Subscriber  further  understands  that the  Corporation  has no
obligation to repurchase any of the Shares, register any of the Shares under any
Federal or state  securities  laws on his  behalf or to assist him in  complying
with any exemption from registration and that it is not contemplated that any of
the Shares will ever be registered  under the Securities Act or applicable state
securities laws.

     f. The Shares are being purchased solely for the  Subscriber's  account for
investment and not for the account of any other person and not with a view to or
for  distribution,  assignment  or resale in  connection  with any  distribution
within the meaning of the  Securities  Act,  and no other person has a direct or
indirect beneficial  interest in such Shares. The Subscriber  represents that he
has no agreement, understanding, commitment or other arrangement with any person
and no present intention to sell, transfer or assign any Shares.

     g. The  Subscriber  realizes  that he may not be able to sell or dispose of
any of the  Shares  that no  market  of any kind  (public  or  private)  will be
available for any of the Shares.  In addition,  the Subscriber  understands that
his right to transfer  the Shares will be subject to  restrictions  contained in
applicable Federal and state securities laws.

     h. All  information  which the Subscriber  has provided to the  Corporation
concerning  himself,  his financial  position and his knowledge of financial and
business  matters,  including  all  information  contained in this  Subscription
Agreement,  is correct and  complete  as of the date set forth on the  signature
page hereof, and if there should be any adverse change in such information prior
to his subscription being accepted,  he will immediately provide the Corporation
with such information.

     i. The Subscriber's principal residence (if Subscriber is an individual) or
principal business address, as applicable,  is in the State of _________________
and the Subscriber has no present  intention to move such residence or principal
business address, as applicable, from such State.



<PAGE>


                      Diversified Product Inspections, Inc.


     j. The Subscriber  understands that the financial  projections  included in
the  Memorandum  are for  planning  purposes  only,  and the  Subscriber  hereby
represents  and warrants that neither the Subscriber nor any of his advisors are
relying on such financial  projections in connection with determining the merits
of an investment in the Shares. The Subscriber understands and acknowledges that
no   representations   concerning  the  accuracy  of  information  or  financial
projections,  if any, not included in the  Memorandum  are being made and he and
all of his advisors have completely  disregarded  such  information or financial
projections, in determining whether to invest in the Shares.

     k. The Subscriber  understands that the Corporation may at any time, in its
sole  discretion,  arrange  for the offer and sale of  additional  shares of its
capital stock, including, without limitation,  additional shares of Common Stock
to current or additional shareholders, at such prices and in such amounts as it,
in its  sole  discretion,  may  determine  to be in the  best  interests  of the
Corporation.

     5.  Subscription.  The Subscriber hereby subscribes for _________ Shares at
$2.50 per Share for an aggregate price of $ ________________  and has provided a
check or wire transfer for that amount payable to: "Mintmire Trust Account Trust
Account for the benefit of Diversified Product Inspections, Inc."


TYPE OF OWNERSHIP: Please check one:

______________ Individual (One signature required)

______________ Joint tenants with rights of survivorship (All parties must sign)

______________ Tenants by the Entirety (Both parties must sign)

______________ Tenants in common (All parties must sign)

______________ Corporation (Authorized officer must sign)

______________ Other Entity (Specify type) (Authorized party must sign)


<PAGE>

                   Diversified Product Inspections, Inc.

SIGNATURE PAGE FOR INDIVIDUAL INVESTORS

IN WITNESS WHEREOF, the Subscriber has executed this Subscription Agreement this
_____ day of ________________, 2000

Investor
Signature: __________________________________

Print Name.___________________________

Investor (If Joint Ownership)

Signature: ___________________________________

Print Name: _________________________________




<PAGE>

                    Diversified Product Inspections, Inc.




SIGNATURE PAGE FOR CORPORATE INVESTORS

IN WITNESS WHEREOF, the undersigned, intending to be legally bound, has executed
this Subscription Agreement this _____ day of _____________________, 2000 .


                                         _______________________________________
                                         Name of Corporation

                                         By: ___________________________________
                                         Signature of authorized representative

                                         Title: ________________________________
                                         Title of authorized representative






<PAGE>

                      Diversified Product Inspections, Inc.




SIGNATURE PAGE FOR PARTNERSHIP INVESTORS

IN WITNESS WHEREOF, the undersigned, intending to be legally bound, has executed
this Subscription Agreement this _____ day of _________________, 2000


                                 ________________________________________
                                 Name of Partnership

                                 By: _____________________________________
                                 Signature of general partner

                                 Title: __________________________________
                                 Title of additional general partner if required




<PAGE>



                     Diversified Product Inspections, Inc.



SIGNATURE PAGE FOR TRUST INVESTORS

IN WITNESS WHEREOF, the undersigned, intending to be legally bound, has executed
this Subscription Agreement this _____ day of ___________________, 2000



                                        ______________________________________
                                        Name of Trust

                                        By: ___________________________________
                                        Signature of Trustee

                                        Title: _________________________________
                                        Title of additional Trustee if required








<PAGE>



                        Diversified Product Inspections, Inc.



CERTIFICATE FOR CORPORATE, PARTNERSHIP OR TRUST SUBSCRIBER



        The undersigned, an authorized officer, trustee or general partner of
        _______________________________________, hereby certifies that:


          (a) The Subscriber has been duly formed and is validly  existing under
          the laws of the  State of  ___________________,  with  full  power and
          authority to invest in Diversified Product Inspections Inc., a Florida
          corporation; and

          (b) The Subscriber's  Subscription Agreement has been duly and validly
          authorized,  Executed and delivered on behalf of the  Subscriber,  and
          upon the Corporations acceptance of the Subscribers subscription,  the
          Subscription   Agreement  will  constitute  the  valid,   binding  and
          enforceable agreement of the Subscriber.



________________________________________
Name of Subscriber

________________________________________
Signature of an authorized corporate
officer, general partner or trustee

____                                                        Date _______________
Title



<PAGE>


                    Diversified Product Inspections, Inc.




ACCEPTANCE

          DIVERSIFIED PRODUCT INSPECTIONS,  INC. HEREBY ACCEPTS THE SUBSCRIPTION
          FOR SHARES CONTAINED IN THIS SUBSCRIPTION AGREEMENT.




Diversified Product Inspections, Inc.


By:      _____________________________________
         John VanZyll
Its:     President

Date:    _________________






<PAGE>



                    Diversified Product Inspections, Inc.

                                  Exhibit F

                    Diversified Product Inspections, Inc.
                           PURCHASER QUESTIONNAIRE

Instructions.  This Purchaser Questionnaire must be completed by each person who
has indicated an interest in purchasing  Shares.  The purpose of this  Purchaser
Questionnaire is to permit the Corporation to determine whether each such person
meets certain standards imposed by Federal and state securities laws.

If the answer to any question is "None" or "Not Applicable," please so state.

Please complete,  sign, date and return this Purchaser Questionnaire to Mintmire
& Associates.  Should there be any material change in the information  contained
herein prior to acceptance by the Corporation of your  subscription  for Shares,
you must notify the Corporation or its authorized representative immediately.


Signed subscription documents, signed questionnaire and check to be sent to:

                           Mintmire & Associates
                           265 Sunrise Ave  #204
                           Palm Beach, Florida 33480
                           Phone (561) 832-5696
                           Fax (561) 659-5371Mintmire & Associates

QUESTIONNAIRE (Please Print or Type)

SECTION I - GENERAL INFORMATION (ALL PURCHASERS MUST COMPLETE)

Name:
         _________________________________________________________________

         Home Address (if individual) or principal place of business:

         __________________________________________________________________

Occupation (if individual):
         _______________________________________________________


         Employer (if individual):
         _______________________________________________________



<PAGE>


                   Diversified Product Inspections, Inc.




     (c) i) Please indicate your principal state of residence (if individual) or
     principal place of business for the last two years:

       _______________________________________________________________

          ii) Do you have any  present  intention  of changing  the  information
          provided in Section  (c) (i) above?

                  Yes _____          No _____

iii)   If "Yes", please explain:

      ________________________________________________________________

      ________________________________________________________________

With respect to tenants in common,  joint tenants,  and tenants by the entirety,
complete only if information differs from that above.

i)   Home Address (Principal Residence):
      ___________________________________________________________
      ___________________________________________________________
      ___________________________________________________________

      Telephone: (_____) ______________

      Social Security Number: ____________________________________

      Taxpayer Identification Number: ____________________________

      ii)     Occupation:       __________________________________

      Employer:
                ___________________________________________________________

      Business Address: ___________________________________________________


<PAGE>


                   Diversified Product Inspections, Inc.



     ________________________________________________ _______

          iii)(A) Please indicate your state of principal residence for the last
          two years:

     _________________________________________________________

               (B) Do you have any  intention of changing  your present state of
               residence in the near future?

         Yes ___           No ___

(C)    If "Yes," please explain:

                   _____________________________________________________

                   _____________________________________________________

                   _____________________________________________________

SECTION 2- ACCREDITED INVESTOR STATUS

The Subscriber hereby  acknowledges that the  representations  contained in this
Section  2  are  made  for  the  purpose  of  qualifying  the  Subscriber  as an
"Accredited  Investor"  as that term is defined in Rule 501(a) of  Regulation  D
promulgated  under the Securities Act, and applicable state securities laws. The
Subscriber  hereby  represents that the statement or statements  initialed below
are true and correct in all respects.  The Subscriber  understands  that a false
representation may constitute a violation of law and that any person who suffers
damage  as a  result  of a false  representation  may have a claim  against  the
Subscriber for damages. PLEASE INITIAL THE APPROPRIATE STATEMENTS:

     _____  (i) I am an  Accredited  Investor  because I had an  individual  net
     income  (excluding  any  income  attributable  to my  spouse)  in excess of
     $200,000  or joint net income  with my spouse in excess of $300,000 in each
     of the two most recent years and I reasonably  expect an income of the same
     level in the current year.

     _____ (ii) I am an Accredited  Investor because my individual net worth, or
     joint  net worth  with my spouse  is,  at the  present  time,  in excess of
     $1,000,000.


<PAGE>


                  Diversified Product Inspections, Inc.


     For this purpose,  "net worth" refers to the fair market value of all of my
     assets, including home and furnishings, less all of my liabilities.

     ______  (iii)  I am an  Accredited  Investor  because  I am a  director  or
     executive officer of the Corporation.

     ______  (iv) The  Subscriber  is an  Accredited  Investor  because it is an
     entity in which all of the equity owners are Accredited Investors.

     ______ (v) I am an Accredited Investor because ___________________

     __________________________________________________________________

     ______ (vi) I am not an Accredited Investor.

I hereby certify that the information  provided in this Purchaser  Questionnaire
is correct.


Signature:________________________________           Date:  ___________________

Print Name:_______________________________


Signature:________________________________           Date:  ___________________

Print Name:_______________________________

                         (All Subscribers Must Sign)