U.S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                   Form 10-QSB

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

For the quarterly period ended November 30, 2001

[_]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15 (d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File number:0-25429

                      Diversified Product Inspections, Inc.
                     ---------------------------------------
                     (Exact name of small business issuer as
                            specified in its charter)

          Florida                                              65-0832025
---------------------------------                    --------------------------
(State of other jurisdiction of                      (IRS Employer
incorporation or organization)                             Identification No.)


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


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


                                       N/A
              -----------------------------------------------------
              (Former name, former address, and former fiscal year,
                          if changed since last report)






<PAGE>



         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

                                            Yes _X_    No ___

         As of November 30, 2001, there were 14,112,852 shares of common stock,
$0.01 par value, issued and outstanding.



<PAGE>


                          Index to Financial Statements




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

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

Condensed Consolidated Statements of Stockholders' Equity...................F-4

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

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














<PAGE>


<TABLE>
<CAPTION>
                      Diversified Product Inspections, Inc.
                      Condensed Consolidated Balance Sheets


                                                                        November 30    February 28
                                                                            2001          2001
                                                                       -------------  -------------
                                                                        (Unaudited)
<S>                                                                      <C>             <C>
Assets
Cur rent assets:
Cash                                                                      $   53,774     $  154,573
Accounts receivable, net                                                     131,516        101,349
Refundable income taxes                                                        5,214          5,214
Prepaid expenses and other current assets                                      2,929          6,379
                                                                       -------------  -------------
Total current assets                                                         193,433        267,515

Property and equipment:
Equipment, furniture & fixtures                                              178,626        116,587
Vehicles                                                                      94,435         94,435
Leasehold improvements                                                        22,727         22,727
                                                                       -------------  -------------
                                                                             295,788        233,749
Less accumulated depreciation and amortization                              (98,368)       (49,957)
Net property and equipment                                                   197,420        183,792

Other assets                                                                   4,400          4,400
Total assets                                                             $   395,253    $   455,707
                                                                       =============  =============


Liabilities and stockholders' equity Current liabilities:
Line of credit                                                          $    73,092     $    73,092
Accounts payable and accrued expenses                                       159,652          69,772
Accrued salaries                                                             13,300          10,839
Current portion of long-term debt                                            16,165          15,717
Current portion of capital lease obligations                                 15,394          14,602
Other current liabilities                                                         -           4,634
Total current liabilities                                                   277,603         188,656

Long-term debt, less current portion                                         42,570          54,489
Capital lease obligations, less current portion                               2,897          14,546
Total liabilities                                                           323,070         257,691

Stockholders' equity:
Common stock, par value $0.01, authorized 50,000,000 shares
                                                                            141,628       9,712,601
Additional paid-in capital (excess of par value over amount paid-in)
                                                                          1,404,257     (8,380,021)
Accumulated deficit                                                     (1,473,702)     (1,134,564)
                                                                       ------------   -------------
Total stockholders' equity                                                   72,183         198,016
Total liabilities and stockholders' equity                               $  395,253      $  455,707
                                                                       ============   =============
</TABLE>


See accompanying Notes to Condensed Consolidated Financial Statements.

                                       F-2

<PAGE>


<TABLE>
<CAPTION>
                      Diversified Product Inspections, Inc.
           Condensed Consolidated Statements of Operations (Unaudited)





                                            Three Months Ended                   Nine Months Ended
                                                November 30                         November 30

                                           2001             2000             2001              2000
                                       ---------------   -------------   ---------------   ----------------
<S>                                    <C>               <C>             <C>                <C>
Revenues                                      $335,995        $274,638        $  821,018         $  753,235

Operating expenses:
Salaries                                       185,535         162,343           501,755            438,221
Depreciation                                    17,101           6,712            48,411             20,136
General and administrative                     200,835         300,694           597,311            720,325
Total operating expenses                       403,471         469,749         1,147,477          1,178,682
                                       ---------------   -------------   ---------------   ----------------

Operating loss                                (67,476)       (195,111)         (326,459)          (425,447)

Other income (expense):
Other income                                     1,348               -            10,953                  -
Other expense                                  (1,155)               -           (3,709)                  -
Interest expense                               (6,852)         (3,825)          (19,923)            (9,266)
Net other expense                              (6,659)         (3,825)          (12,679)            (9,266)
                                       ---------------   -------------   ---------------   ----------------

Net loss                                    $ (74,135)      $(198,936)        $(339,138)         $(434,713)
                                       ---------------   -------------   ---------------   ----------------


Basic net loss per common share                $(0.01)         $(0.01)           $(0.02)            $(0.03)
                                       ---------------   -------------   ---------------   ----------------
</TABLE>














See accompanying Notes to Condensed Consolidated Financial Statements.

                                       F-3

<PAGE>


<TABLE>
<CAPTION>
                      Diversified Product Inspections, Inc.

      Condensed Consolidated Statements of Stockholders' Equity (Unaudited)



                                          Number of                                                              Total
                                            Shares                          Additional                       Stockholders'
                                          Issued and        Common           Paid-in        Accumulated         Equity
                                         Outstanding         Stock           Capital          Deficit        (Deficiency)
                                       ----------------  -------------   ----------------  ---------------  --------------
<S>                                     <C>                <C>           <C>                <C>              <C>
Balance at March 1, 2000                      6,150,000      $  61,500   $              -     $  (282,497)      $(220,997)
Shares contributed to company                10,000,000        100,000                  -                -         100,000
Debt forgiveness                                      -              -            321,784                -         321,784
Net loss for year ended February
28, 2001                                              -              -                  -        (108,787)       (108,787)
                                       ----------------  -------------   ----------------  ---------------  --------------
Balance at February 28, 2001                 16,150,000        161,500            321,784        (391,284)          92,000
Shares contributed to company              (14,200,000)      (142,000)             50,000                -        (92,000)
Reverse merger                               10,332,420        103,323            837,973        (743,280)         198,016
Shares issued for services                    1,330,432         13,305                  -                -          13,305
Shares issued for cash                          550,000          5,500            194,500                -         200,000
Net loss for nine months ended
November 30, 2001                                     -              -                  -        (339,138)       (339,138)
                                       ----------------  -------------   ----------------  ---------------  --------------
Balance at November 30, 2001                 14,162,852       $141,628         $1,404,257     $(1,473,702)      $   72,183
                                       ----------------  -------------   ----------------  ---------------  --------------
</TABLE>





See accompanying Notes to Condensed Consolidated Financial Statements.




                                       F-4

<PAGE>


<TABLE>
<CAPTION>
                      Diversified Product Inspections, Inc.
           Condensed Consolidated Statements of Cash Flows (Unaudited)



                                                                         Nine months ended
                                                                            November 30

                                                                     2001               2000
                                                                   ---------------   ---------------
<S>                                                                  <C>               <C>
Operating activities
  Net loss                                                             $ (339,138)       $ (434,713)
Adjustments to reconcile net loss to net cash used in operating
activities:
   Depreciation and amortization                                            48,411            20,136
   Stock issued for services                                                13,305                 -
   Changes in operating assets and liabilities:
   Accounts receivable                                                    (30,167)          (25,994)
   Prepaid expenses and other assets                                         3,450                 -
   Accounts payable and accrued expenses                                    89,880           174,034
   Accrued income taxes                                                          -             3,378
   Accrued salaries                                                          2,461            64,657
   Other current liabilities                                               (4,634)                 -
Net cash used in operating activities                                    (216,432)         (198,502)

Investing activities
   Purchases of property and equipment                                    (62,039)          (47,677)
   Other assets                                                                  -           (4,400)
   Deposit on real property                                                      -         (235,500)
                                                                   ---------------   ---------------
Net cash used in investing activities                                     (62,039)         (287,577)

Financing activities
   Principal payments of long-term debt and capital lease
   obligation                                                             (22,328)           (8,856)
   Proceeds of long-term debt                                                    -            45,599
   Proceeds from sale of common stock                                      200,000           458,910
Net cash provided by financing activities                                  177,672           495,653
                                                                   ---------------   ---------------

Net change in cash                                                       (100,799)             9,574

Cash at beginning of period                                                154,573            53,335
Cash at end of period                                                   $   53,774        $   62,909
                                                                   ===============   ===============

Supplemental disclosure of noncash activity


Rent payable added to deposit on real property                       $           -         $ 136,625
                                                                   ---------------   ---------------
</TABLE>


See accompanying Notes to Condensed Consolidated Financial Statements.


                                       F-5

<PAGE>



                      Diversified Product Inspections, Inc.


Notes to Consolidated Condensed Financial Statements (Unaudited)



1.   Basis of Presentation

The  accompanying  unaudited  condensed  consolidated  financial  statements  of
Diversified  Products  Inspections,  Inc.  (the  "Company"),  formerly  known as
Fairfax Group, Inc., have been prepared in accordance with accounting principles
generally  accepted  in the  United  States of  America  for  interim  financial
information  and pursuant to the rules and  regulations  of the  Securities  and
Exchange Commission. Accordingly, they do not include all of the information and
footnotes  required by accounting  principles  generally  accepted in the United
States  of  America  for  complete  financial  statements.  In  the  opinion  of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
three- and  nine-month  periods  ended  November  30,  2001 are not  necessarily
indicative  of the results that may be expected for the year ended  February 28,
2002.

The  condensed   consolidated  financial  statements  include  the  accounts  of
Diversified  Product   Inspections,   Inc.  and  its  wholly  owned  subsidiary,
Diversified  Product  Investigations,  Inc.  ("Investigations").   Inter-company
balances  and  transactions  have  been  eliminated.  The  historical  financial
statements  of  Investigations  have been  presented for the period prior to the
reverse merger  discussed  below.  The reporting  parent  company  operates on a
fiscal year ending the last day in February and the subsidiary has a fiscal year
ending December 31. Accordingly,  the financial  statements as presented are for
the three- and  nine-months  ended  November 30, 2001 (parent) and September 30,
2001 (subsidiary),  except the statement of stockholders' equity, which reflects
the parent  historical  activity up to the date of the reverse  merger,  and the
consolidated activity thereafter.

In March 2001, the Company,  then named Fairfax Group,  Inc.,  issued 10,332,420
shares of restricted  common stock to acquire all of the issued and  outstanding
common stock of  Investigations in a reverse merger which was accounted for as a
recapitalization of Investigations.  Immediately thereafter, Fairfax Group, Inc.
changed its name to Diversified Product Inspections, Inc.

For further  information,  refer to the  consolidated  financial  statements and
footnotes thereto included in the Company's annual report on Form 10-KSB for the
year ended February 28, 2001.

2.   Company Stock Transactions

As part of the Company  reorganization  discussed in Note 1, in March 2001,  the
then new majority stockholder relinquished his 14,200,000 shares of common stock
owned.

Additionally,  during March 2001, the Company issued  1,330,432 shares of common
stock  valued at $13,205 to certain  consultants  of the  Company via a Form S-8
Registration.

During April 2001, the Company issued 450,000 shares of common stock in exchange
for $150,000 in cash.  As part of this stock  purchase  agreement,  the investor
obtained stock warrants which allow for the purchase of 375,000 shares of common
stock at an exercise price of $1 per share. These warrants expire in April 2003.


                                       F-6

<PAGE>


                      Diversified Product Inspections, Inc.

Notes to Consolidated Condensed Financial Statements (Unaudited) (continued)

2.   Company Stock Transactions (continued)

During  September and October  2001,  the Company  issued an additional  100,000
shares of common  stock in exchange  for $50,000 in cash.  As part of this stock
purchase  agreement,  the investor  obtained  stock warrants which allow for the
purchase  of 50,000  shares of common  stock at an  exercise  price of $0.50 per
share. These warrants expire in September 2004.

3.   Commitments and Contingencies

The  Company  currently  leases  its  office and  warehouse  under an  agreement
classified as an operating lease.  Under the terms of the lease  agreement,  the
Company  is  obligated  to  purchase  the office and  warehouse  if the  Company
receives $3,000,000 in proceeds from a private placement offering.  The purchase
price will range from between  $1,450,000 and $1,607,640,  depending on the year
the purchase takes place. This purchase obligation expires on December 31, 2004.

4.   Loss Per Share Data

Basic loss per share  assumes no  dilution,  and is computed  by  dividing  loss
available to common  stockholders by the weighted average number of common stock
outstanding  during each period.  As the exercise price of the outstanding stock
warrants is equal to or greater than the latest market price of $0.50 per share,
the warrants have an antidilutive effect. Accordingly,  there is no diluted loss
per share. Weighted average number of common shares outstanding were computed as
if the reverse merger and all related stock  transactions had taken place at the
beginning of the earliest period presented.

The following  table sets forth the  computation of basic loss per share for the
periods indicated:

<TABLE>
<CAPTION>
                                      Three Months Ended                   Nine Months Ended
                                          November 30                         November 30

                                     2001              2000              2001               2000
                              ------------------ -----------------   --------------- ------------------
<S>                           <C>                <C>                 <C>             <C>
Net loss                      $   (74,135)       $   (198,936)       $  (339,138)    $    (434,713)
Average shares outstanding     14,125,357          13,612,852         13,997,854        13,612,852
Basic loss per share          $        (0.01)    $         (0.01)    $        (0.02) $          (0.03)
                              ------------------ -----------------   --------------- ------------------
</TABLE>

5.   Going Concern

The  accompanying  financial  statements  have been  prepared on a going concern
basis,  which  contemplates  the  realization of assets and the  satisfaction of
liabilities in the normal course of business.  The Company's  continuing losses,
among other  things,  may  indicate  the Company will be unable to continue as a
going concern for a reasonable period of time. Management recognizes the Company
must achieve  profitable  operations and generate  additional  funds in order to
continue as a going concern. The Company successfully raised capital during 2000
and 2001 to fund its operations and the Company  anticipates  raising additional
capital  during the  remainder  of fiscal year 2002  through  private  placement
offerings.

                                       F-7








<PAGE>



Item 2. Management's Discussion and Analysis of Results of Operations

Introduction

     This Quarterly Report on Form 10-QSB should be read in conjunction with our
unaudited financial statements included as part of this Form 10-QSB Report. This
report  contains  forward-looking  statements  which are  described  and defined
below.

About the Company

     Diversified  Product  Inspections,   Inc.  (the  "Company"  or  "DPI")  was
incorporated in the State of Florida on April 23, 1998 under the name of Fairfax
Group,  Inc.("Fairfax  Group").  Fairfax Group was a wholly owned  subsidiary of
Fairfax Group, Inc., a Nevada corporation  ("Fairfax  Nevada").  On September 8,
1998,  Fairfax Group became the successor  corporation  in a merger with Fairfax
Nevada.  On  March  5,  2001,  we  changed  our  name  to  Diversified   Product
Inspections,  Inc. On March 6, 2001, we entered into a Share Exchange  Agreement
with Diversified  Product  Investigations,  Inc.  ("Investigations"),  a Florida
corporation  formed  on  September  20,  1991,  and  its  shareholders,  whereby
Investigations became a wholly owned subsidiary of the Company. The Company, and
its  subsidiary,  Investigations,  are  qualified to do business in the State of
Tennessee.

     Our  Common  Stock is quoted on the OTC  Bulletin  Board  under the  symbol
"DPRI". We maintain our executive offices at 3 Main Street, Oak Ridge, TN 37830.
Our  telephone  number  is (865)  482-8480  and our  facsimile  number  is (865)
482-8477. We maintain a web page at http://www.dpi-inc.com.

     Fairfax  Group  initially  was formed as a "shell"  company that  conducted
virtually no business  operations other than its efforts to seek merger partners
and acquisition  candidates with operating or development stage  businesses.  In
February  1999, we elected to register our Common Stock under the Securities Act
of 1934, as amended, so that we could become a fully reporting company.

     When we bought  the  shares in  Investigations,  we  acquired  an  existing
business that specializes in conducting  investigations and laboratory  analysis
of a wide  variety of  products to  determine  the "cause and origin" of product
failures.  Our primary customers are insurance  companies that are interested in
subrogating  claims to recover  losses.  Subrogation  is a legal  principle that
allows  the  insurer,  to the  extent  it has paid for a loss,  to  receive  the
policyholder's  right to recover  from any third party that was the cause of the
loss.

     We  currently  provide  investigative  services  for over  2,400  insurance
adjusters  in more than 40  states.  We employ  six (6)  state-licensed  Private
Investigators  who are trained as "Cause and Origin"  investigators  and six (6)
laboratory  technicians.  Also, we offer pre-failure  evaluations of structures,
building materials and appliances.

     Since 1994,  we have been  concentrating  almost  exclusively  on defective
product  investigations  and we have  accumulated a database of known  defective
products. Our current

                                        2

<PAGE>



database  has key  identifiers  for over  300,000  products,  a library  of over
100,000  photographs and  documentation  and hundreds of videos.  Generally,  we
conduct an on-site forensic investigation to identify the products and materials
involved in a claim loss and to determine the cause of the failure.  For smaller
items, we provide insurance adjusters with evidence collection kits and have the
items shipped to our laboratories for testing.  Also, we provide in-depth indoor
air quality analysis to determine  airborne  contaminants that may be the causes
of "sick" buildings.

     A crucial  element of a subrogation  claim is the  maintenance of "chain of
custody" of the defective item. We maintain secure  facilities and our personnel
are trained in procedures for the proper handling, storing and cataloging of the
evidence so that it is available at time of trial.  In addition,  we provide our
investigators are available to provide expert testimony in their field.

     We market our product by sponsoring  seminars for major insurance companies
and through our website.  Our website  provides  information for consumers,  the
insurance industry and manufacturers.

     In  addition  to our  industry  services,  for the  consumer,  we provide a
service called  HomeCheckSafety.com.  This is a way for the consumer to identify
and remove  recalled  products in their home. When a consumer  registers,  items
that are entered are monitored continuously.  If at any time one or all of these
items are recalled,  the consumer is notified  immediately.  Some consumers will
have the added benefit of qualifying for a reduction in their homeowner rates as
several  major  insurance  companies  are  evaluating  our  service  for  future
implementation.

     Also,  we publish a monthly  newsletter  that appears on our website.  Each
newsletter  features a particular  hazard or defective  product reports official
product recall notices.

     Below are samples of some of the actual  cases in which our  investigations
enabled the client be successful in their subrogation claim.

*    Masonite Siding Class Action lawsuit.  DPI was a 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  regarding  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)

*    Defective Battery Charger. A battery charger in California caused a fire in
     a strip mall causing heavy damage. DPI was able to positively  identify the
     origin, cause and manufacturer.  Reliance Insurance was 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)

                                        3

<PAGE>




*    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 reported to the manufacturer 3 years prior to the damage. 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",  thus  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 that burned  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  of the fuel line
     manufacturer's  recommendations.  It was  determined  that the owner was at
     fault.

*    Home is Kissimmee, Florida that was being consumed by mold. The builder and
     several  engineering  firms had been unable to  determine  the cause.  Upon
     inspecting the home,  DPI 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.

Recent Corporate Developments

     We have been  seeking  debt or  equity  financing  in order to  expand  our
headquarters and laboratory and storage facilities.

     In  September  and  October  2001,  the  Company  was  advanced  $50,000 in
anticipation  of the  completion  of an  agreement  to  lend up to  $500,000  in
installment  notes that may be converted  into the Company's  Common Stock.  The
Company is in the process of finalizing  for execution a Term Sheet  relative to
these advances under which it will complete a Loan Agreement with Kiss

                                        4

<PAGE>



Investment  Ltd,  a Belize  corporation  ("Lender").  Under  the  proposed  Loan
Agreement, Lender will make loans to the Company of up to $500,000, which amount
includes  the $50,000  Lender  advanced in  September  and October  2001 and the
balance of which will be advanced in  installments  of $50,000  each month after
the  effective  date of a  registration  statement,  each of which  installment,
including the initial  advance,  will be evidenced by a  convertible  promissory
note due on or before November 2004 (the "Loan Commitment"). However, funding of
each  installment  will only be available if the Company's Common Stock is at or
above $0.75 per share  based on an average  daily bid price of such stock for 20
days prior to the funding.

     Under the proposed Loan Commitment,  when executed,  the Company will grant
the Lender a warrant to purchase up to 100,000  shares of its Common  Stock at a
price of $0.25  per  share  exercisable  on or  before  November  14,  2006 (the
"Warrant").

     The parties are in the process of  completing  the  documentation  for this
Loan  Commitment  including the form of the Convertible  Notes,  the form of the
Warrant, a Registration  Rights Agreement and a Lock Up Agreement to be executed
by certain  principals  of the  Company.  The  Company  agreed to pay Lake Shore
Capital,  a  foreign  broker  dealer,  a  commission  equal to 10% of the  funds
received from the Lender.

     Under the terms of the Loan Commitment,  each installment will be supported
by a  convertible  promissory  note that will contain  anti-dilution  provisions
which allow for an  adjustment  to the number of shares when certain  enumerated
events occur.  Each of the convertible  promissory notes are to bear interest at
10% per annum,  payable in Common Stock or cash as the option of the Lender, run
for a term of ending no later than  November 2004 and are to be  convertible  at
the fixed rate of the greater of (a) $0.50 per share or (b) at a price per share
equal to 70% of the  closing  price of the  Borrower's  Common  Stock on the day
prior to the Conversion  Notice,  as such term is defined in the Note, as quoted
on the OTC-BB or other applicable  quotation  medium.  The documents require the
Company to grant Lender  registration  rights and it will be obligated to file a
registration  statement  within one  hundred  and eighty  days (180) days of the
agreement. The registration statement will cover all of the shares issued on the
first installment, all of the shares into which the convertible promissory notes
may be converted and the shares underlying the Warrant.

     Under  the terms of the  Registration  Rights  Agreement  as  drafted,  the
Company must pay all of the  registration  expenses  incurred in connection with
the  registration  of the shares and the reasonable fees and expenses of one (1)
counsel for the Selling  Shareholders,  except that Lender is to pay all selling
commissions,  underwriting discounts and disbursements,  transfer taxes and fees
and expenses of separate counsel applicable to their sale of our Common Stock to
be  issued  pursuant  to the  agreements  underlying  the Loan  Commitment.  The
agreements  will provide that the Company  must keep current and  effective  the
registration statement covering the shares for the greater of (i) a period of at
least four (4) years from the closing  date and (ii) a period of at least ninety
(90)  days  after  all of the  notes  have  been  converted  or paid and all the
warrants have been exercised or have expired.



                                        5

<PAGE>



     The issuance of these  securities was made and those to be issued under the
Loan  Commitment  will be made in reliance  upon  Regulation  D, Rule 506 of the
Securities Act of 1933, as amended (the "Act"). Such reliance was based upon the
fact that (i) the issuance of the shares did not involve a public offering, (ii)
there  were no more  than  thirty-five  (35)  investors  (excluding  "accredited
investors"), (iii) each investor who was not an accredited investor either alone
or with his purchaser  representative(s)  has such  knowledge and  experience in
financial and business  matters that he is capable of evaluating  the merits and
risks  of  the  prospective  investment,   or  the  issuer  reasonably  believes
immediately  prior to making  any sale that such  purchaser  comes  within  this
description,  (iv) the offers and sales were made in  compliance  with Rules 501
and 502, (v) the securities  were subject to Rule 144  limitations on resale and
(vi) each of the parties was a  sophisticated  purchaser  and had full access to
the information on the Company necessary to make an informed investment decision
by virtue of the due  diligence  conducted by the  purchaser or available to the
purchaser prior to the transaction.

     Prior to the  Loan  Commitment,  neither  Lender  nor any of its  officers,
directors or principal  shareholders  has held any position or office in DPI nor
have any of them had a material  relationship  with us or any of our  affiliates
within the past three (3) years.

     The  funds  from Loan  Commitment  will be used to fund  working  capitial,
equipment and general and adminstrative expenses.

Discussion and Analysis

Results of Operations  for the Three and Nine Months Ended November 30, 2001 and
2000

Overview

     From its inception, the Company has incurred losses from operations.  As of
November 30, 2001, the Company had cumulative net losses totaling  approximately
$1,473,702.  Since  acquiring  the shares of  Investigations,  the  company  has
focused on conducting  investigations and laboratory  analysis of a wide variety
of products to determine the "cause and origin" of product failures.

Financial Position

     As of November 30, 2001, the Company had working capital of ($134,170),  as
compared to working  capital of $78,859 at February 28, 2001.  This  decrease is
primarily due to increased cash used in operations and the loan advances.

Revenues

     For the three  months  ended  November  30, 2001 and 2000,  the Company had
total revenues of $335,995 and $274,638 respectively.

     For the nine months ended November 30, 2001 and 2000, the Company had total
revenues of $821,018 and $753,235 respectively.

                                        6

<PAGE>



     All revenues were derived from  investigations and laboratory analysis work
related to determining the cause and origin of product failures.

Selling, General, and Administrative Expenses

     For the three months ended November 30, 2001,  operating expenses decreased
by $66,278 or  approximately  14.1% from  $469,749  for the three  months  ended
November 30, 2000.  This  decrease is primarily  related to reduced  general and
adminstrative expenses.

     For the nine months ended November 30, 2001,  operating  expenses decreased
by $31,205 or  approximately  2.6% from  $1,178,682  for the nine  months  ended
November 30, 2000.  This  decrease is primarily  related to reduced  general and
adminstrative expenses.

Liquidity and Capital Resources

     The financial  condition,  liquidity  and capital  resources of the Company
should be assessed  in context  with the ability of the Company to continue as a
going concern as discussed in the  independent  auditors'  report for the fiscal
year ended February 28, 2001.

     The  Company's  operations  have been  funded  primarily  from cash flow of
approximately  $150,000  derived from the issuance of its Common Stock for cash.
This allowed the Company to continue its operations.

     In the short term and until the Loan  Commitment  is available  for use, to
fund  operations  through the  balance of fiscal  2001,  the  Company  will seek
additional funds from its shareholders, from additional third party financing or
seek third  party  debt or equity  financing  other  than  those  planned by the
current  agreements.  Additionally,  the Company  anticipates that revenues will
continue  to be  generated  from the  investigative  and  analysis  services  it
provides  and  that  such  revenues  will  help to fund  the  current  level  of
operations.  Provided  that  revenues  continue  and/or  additional  funding  is
secured,  the Company  believes  that it can meet its capital  needs through the
balance of the current calendar year. There can be no assurance that the Company
will be successful in these efforts.

Forward-Looking Statements

     This Form 10-QSB includes  "forward-looking  statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities  Exchange  Act of  1934,  as  amended.  All  statements,  other  than
statements of historical  facts,  included or  incorporated by reference in this
Form 10-QSB which address  activities,  events or developments which the Company
expects or anticipates will or may occur in the future, including such things as
future capital expenditures  (including the amount and nature thereof),  finding
suitable merger or acquisition candidates, expansion and growth of the Company's
business and operations, and other such matters are forward-looking  statements.
These  statements  are based on certain  assumptions  and  analyses  made by the
Company in light of its  experience  and its  perception of  historical  trends,
current

                                        7

<PAGE>



conditions and expected future developments as well as other factors it believes
are  appropriate  in the  circumstances.  However,  whether  actual  results  or
developments  will conform with the Company's  expectations  and  predictions is
subject  to a number of risks and  uncertainties,  general  economic  market and
business  conditions;  the business  opportunities (or lack thereof) that may be
presented  to and pursued by the  Company;  changes in laws or  regulation;  and
other   factors,   most  of  which  are  beyond  the  control  of  the  Company.
Consequently, all of the forward-looking statements made in this Form 10-QSB are
qualified by these cautionary  statements and there can be no assurance that the
actual results or  developments  anticipated by the Company will be realized or,
even if substantially  realized, that they will have the expected consequence to
or effects on the Company or its business or operations.  The Company assumes no
obligations to update any such forward-looking statements.

                                     PART II

Item 1. Legal Proceedings.

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

Item 2. Changes in Securities and Use of Proceeds

         None

Item 3. Defaults in Senior Securities

         None

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

         None.

Item 5. Other Information

         None.

Item 6. Exhibits and Reports on Form 8-K

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




                                        8

<PAGE>


<TABLE>
<CAPTION>
Exhibit No.                Description
----------------------------------------------------------------------
<S>      <C>      <C>

2.1      [2]      Share Exchange Agreement between with Diversified Product Inspections, Inc., a
                  Florida corporation filed with the SEC on March 6, 2001.

3.i.1    [1]      Articles of Incorporation

3.i.2    [1]      Amendment to Articles of Incorporation.

3.ii     [1]      Bylaws.

4.1      [1]      Articles of Incorporation (incorporated by reference to 3.i.1)

4.2      [1]      Amendment to Articles of Incorporation (incorporated by reference to 3.i.2).

4.3      [1]      Bylaws (incorporated by reference to 3.ii)

5.1      [3]      Opinion of Mintmire & Associates

10.1     [1]      Articles of Merger (Agreement and Plan of Merger  incorporated therein).

10.2     [1]      Business Lease.

10.3     [1]      Ernest Porter Employment Contract.

10.4     [1]      Specimen Sample of Demand Promissory Notes made by the Registrant to Fred
                  Keller.

10.35    [3]      Diversified Product  Inspections,  Inc. Year 2001  Employee/Consultant
                  Stock Compensation Plan.

16.1     [4]      Letter on change of certifying accountant pursuant to Regulation SK Section
                  304(a)(3).

16.2     [5]      Letter on change of certifying accountant pursuant to Regulation SK Section
                  304(a)(3)

23.1     [3]      Consent of Michaelson & Co., P.A.

23.2     [3]      Consent of Mintmire & Associates  (contained  in the opinion  filed as
                  Exhibit 5.1)
-----------------------------------
</TABLE>

[1]  Previously  filed on  February  23,  1999 with the  Company's  Registration
     Statement on Form 10-SB.


                                        9

<PAGE>



[2]  Previously filed on March 6, 2001 with the Company's Current Report on Form
     8-K.
[3]  Previously filed on March 6, 2001 with the Company's Form S-8.
[4]  Previously filed on July 16, 2001 with the Company's Current Report on Form
     8-K.
[5]  Previously  filed on October 10, 2001 with the Company's  Current Report on
     Form 8-K/A.

*    Filed herewith


(b)      Reports on Form 8-K.

     During the period, the Company did not file any reports on Form 8-K









                                       10

<PAGE>


                                   SIGNATURES




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

                      Diversified Product Inspections, Inc.
                                  (Registrant)


Date: January 14, 2002     /s/ John Van Zyll
                           ------------------------------------------
                           John Van Zyll
                           President, Chief Executive Officer and Chairman

                           /s/ Stephen Durland
                           ------------------------------------------
                           Stephen Durland
                           Acting Chief Financial Officer and Acting Director




                                       11