<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-KSB
(Mark One)
[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(D) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

For the fiscal year ended:  December 31, 2002

[_]  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.
                   -------------------------------------------
                 (Name of small business issuer in its charter)

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

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

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

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class                                      Name of exchange on
                                                           which registered

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

Securities registered pursuant to Section 12(g) of the Exchange Act:

                          Common Stock, $0.01 Par Value
                          -----------------------------
                                (Title of Class)

     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 ____

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of Regulation S-B is not contained in this form,  and no disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-K [X ]

     State issuer's revenues for its most recent fiscal year:    $1,999,975

     The  aggregate  market  value of the voting stock held by non-affiliates of
the Company,  computed by reference to the closing price of such stock as of
March 5,  2003, $.09,  was  approximately  $418,205.25.

     As of March 5, 2003,  there were 14,961,457 shares of common  stock,
$0.01 par value, issued and outstanding.

Transmittal Small Business Disclosure Format (check one)   Yes         No   X
                                                               ---         ---

<PAGE>
                                     PART I

Item 1. Description of Business


  This  report  includes  "forward-looking  statements" within the meaning of
Section  27A  of  the  Securities  Act of 1933 and Section 21E of the Securities
Exchange  Act of 1934. For example, statements included in this report regarding
our  financial  position,  business  strategy and other plans and objectives for
future  operations, and assumptions and predictions about future product demand,
supply,  manufacturing,  costs,  marketing  and  pricing  factors  are  all
forward-looking  statements.  When  we  use  words  like "intend," "anticipate,"
"believe,"  "estimate,"  "plan"  or  "expect,"  we  are  making  forward-looking
statements.  We  believe that the assumptions and expectations reflected in such
forward-looking  statements are reasonable, based on information available to us
on  the  date  hereof,  but  we  cannot  assure  you  that these assumptions and
expectations  will  prove  to  have been correct or that we will take any action
that  we  may presently be planning. We have disclosed certain important factors
that  could  cause  our  actual  results  to  differ materially from our current
expectations  elsewhere  in  this  report.  You  should  understand  that
forward-looking  statements  made  in  this  report are necessarily qualified by
these  factors.  We  are  not  undertaking  to  publicly  update  or  revise any
forward-looking statement if we obtain new information or upon the occurrence of
future  events  or  otherwise.


<PAGE>
(a) Corporate Background

     We were  organized as Fairfax  Group,  Inc.  under the laws of the State of
Florida on April 23, 1998 as a wholly owned subsidiary of Fairfax Group, Inc., a
Nevada  corporation  ("Fairfax  Nevada").  On September  8, 1998,  we became the
successor  corporation  to a merger  between  Fairfax  Nevada and Fairfax Group,
Inc.,  a  Florida  corporation.  Unless  the  context  otherwise  requires,  all
references  to the  "Company"  "we" "our" and other  similar terms means Fairfax
Group, Inc., a Florida corporation.

     Fairfax  Nevada was  incorporated  under the laws of the State of Nevada on
March 9, 1982 as Resorts  Marketing  Unlimited,  Inc. It was authorized to issue
Twenty Five Million (25,000,000) shares of common stock, $0.001 par value. Since
its  inception,  Fairfax  Nevada  never  engaged in any  substantive  commercial
business or other  business  operations.  In June,  1995,  Fairfax  Nevada had a
shareholder base of approximately 500 shareholders with approximately  2,050,000
shares outstanding.

     On July 11, 1995, Mr. Fred Keller, an individual, made his initial purchase
of  an  aggregate of 1,800,000 shares from an aggregate of twelve Fairfax Nevada
shareholders  and, as a result, became the only affiliate shareholder out of the
approximately  500  shareholders  of  Fairfax  Nevada.  In  September 1995, Fred
Keller,  Trustee,  Keller Trust, assigned certain judgments (the "Judgments") to
Fairfax  Nevada  in  Exchange  for  4,000,000 shares of Fairfax Nevada valued at
$100,000  or  $0.025  per  share  issued  to Fred Keller, an individual. Fairfax
Nevada  never successfully collected on the Judgments, and on February 24, 1998,
Fairfax  Nevada  reassigned  the Judgments to Fred Keller in exchange for $1,000
cash  and  Fred  Keller  making  a  $1,000  loan  to  Fairfax  Nevada.

     As described above, on September 8, 1998, we merged with Fairfax Nevada and
we are the  successor  corporation  to the merger.  The primary  purpose of this
merger  was to  redomicile  Fairfax  Nevada to the State of Florida in order for
Fairfax Nevada to become a Florida corporation.  Among other things, the plan of
merger  provided  that each  share of our  Company's  capital  stock  issued and
outstanding  prior to the merger,  and each share of our Company's capital stock
held in treasury  prior to the merger,  would cease to exist;  and each share of
Fairfax Nevada's capital stock issued and outstanding  prior to the merger,  and
each share of the Fairfax  Nevada's  capital stock held in treasury prior to the
merger,  would cease to exist and be converted into an equal number of shares of
our capital stock identical with the Fairfax Nevada shares being exchanged.

<PAGE>

     On  March  6,  2001,  Fairfax  Group,  Inc.,  the  Florida corporation, and
Diversified  Product  Investigations,  Inc.,  a  Florida  corporation,  and  the
individual  holders  of  the  outstanding  capital  stock of Diversified Product
Investigations,  Inc.  (the  "Holders")  consummated  a reverse acquisition (the
"Reorganization")  pursuant  to a certain Share Exchange Agreement ("Agreement")
of  such  date.  Pursuant  to the Agreement, the Holders tendered all issued and
outstanding  shares  of common stock of Diversified Product Investigations, Inc.
in  exchange  for  10,332,420 Shares of common stock of Fairfax Group, Inc., the
Florida  Corporation.  The  reorganization  was  accounted  for  as  a  reverse
acquisition.

     Simultaneously with the closing of the Reorganization, the then officer and
director of the Company tendered his resignation in accordance with the terms of
the  Agreement.  John  Van  Zyll,  Ann M. Furlong, Marvin Stacy, Dean Madden and
David Dowell were elected to serve on the Board of Directors of the Company (the
"Board").  The  Board  subsequently  appointed  John Van Zyll as Chairman of the
Board,  President and Chief Executive Officer; Ann M. Furlong as Secretary; Dean
Madden  as  Chief  Financial  Officer  and  Treasurer; and Marvin Stacy as Chief
Operating  Officer  of  the  Company. The Company also announced approval of the
amendment  of  its  Articles of Incorporation in order to change the name of the
Company  from  Fairfax  Group,  Inc.  to  Diversified  Product Inspections, Inc.

Business

Our Company

     We  specialize  in  conducting investigations and laboratory analysis of a
wide  variety of products to determine the cause and origin of product failures.
Our  primary  customers  consist  of  national  insurance  companies  that  are
interested  in  subrogating  claims  to  recover  losses. 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. We have accumulated a large database of known defective
products  that  includes  photos  and other documentation that are used in their
investigations.  Additionally, we provide for the storage of evidence and derive
revenues  from  the  secure  storage  of  materials.

     We  currently  provide  investigative  services  for over  2,000  insurance
adjusters  in  more  than  40  states.  At  the  present time we do not have any
contractual  agreements  with any particular insurance company. Our services are
provided on a case by case per their requests. Assignments are provided to us by
the individual insurance adjusters who are directed to use our services by their
management.

       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 database has key identifiers for over 300,000 products, a
library  of  over  200,000 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.


<PAGE>

     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.

Marketing

     We  market our product by sponsoring seminars for major insurance companies
and through our website located at dpi-inc.com. Our website provides information
for  consumers,  the  insurance  industry  and  manufacturers.  We  provide  our
seminars  at  the offices of numerous insurance companies located throughout the
United  States.  Our  seminar  presentations  are geared towards insurance claim
adjusters and our seminars include information about our company and information
teaching  the  adjusters  how to locate and obtain faulty defective items, which
have  created  damage  to  the  insured's residence. Our seminars also teach the
adjusters how to best secure a particular item for inspection to be conducted by
our  company.  At  the  time of the seminar training, the adjusters are equipped
with  an  adjusters use kit.  This kit contains an instruction booklet on how to
use  our  services  and  it  also  contains the necessary materials for shipping
pieces  of  evidence  involved  in  claims,  to  our  Tennessee  location.

     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 from 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. 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 or official
product  recall  notices.

Subrogation Claims

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


<PAGE>
*    Masonite Siding Class Action lawsuit. We were an expert witness in this
     lawsuit.  We 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.  We
     inspected  2,000 homes in 19 states.  It was the defense's  contention that
     the siding could not be positively identified once installed. We 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. We were 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 in over
     13,000 homes in Florida.  Our investigations and lab analysis resulted in
     a $23.3 million settlement to the homeowners. (1997)

*    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 us to inspect the brakes. Our 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.


<PAGE>

*    Lamborghini  Automobile in Orlando that burned  because of a failure of the
     rubber fuel lines. Our  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,  we 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. Our  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. We were 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.

Financings

     In April 2002, we entered into a subscription agreement with an investor to
sell  up  to  $300,000  of our 6% convertible debentures. Under the terms of the
agreement,  the  investor  was  obligated  to  purchase  three separate $100,000
principal  amount  debentures,  subject to the our satisfying certain conditions
described  in  the  agreement. In connection with the sale of the debentures, we
agreed  to  issue  warrants to purchase 462,963 shares of our common stock at an
exercise  price  of  $.2376 per share. The warrants will be exercisable for four
years  from  the  date  the debenture was funded. During April 2002, the Company
issued its first $100,000 debenture under this agreement which debenture matures
in  April 2005 and is secured by 4,000,000 shares of common stock of the Company
currently  owned  by  our  majority  stockholders.


<PAGE>

     Additionally,  upon  filing  with the Commission our registration statement
and  pursuant  to  the  terms  of  our 6% convertible debenture, we received
$100,000, at which time we issued the debenture holder a warrant to purchase
462,963  shares of our common stock at an exercise price of equal to 110% of the
5 day average closing bid price for the 5 trading days prior to the closing date
of  the  funding.  Finally,  upon  effectiveness  by  the  Commission  of  our
registration  statement  and  pursuant  to  the  terms  of  our  6%  convertible
debenture,  we received $100,000, at which time we   issued the debenture
holder  a  warrant to purchase 462,963 shares of our common stock at an exercise
price  of equal to 110% of the 5 day average closing bid price for the 5 trading
days  prior  to  the  closing  date  of  each  funding.

     Also,  during  April  2002,  we  entered  into  an  equity  line  of credit
investment  agreement with the investor which obligates the investor to purchase
up  to  $3,000,000  of our common stock at a price of 85% of the average trading
price,  subject  to our fulfillment of certain terms and conditions contained in
the  equity  line  of credit investment agreement. In connection with our equity
line  of credit, we agreed to issue the investor a warrant to purchase 1,388,889
shares  of  our common stock exercisable at $.2376 per share. We have
filed  a  registration  statement  with  the  Commission  that has been declared
effective.  We  have  not  yet used the active equity line of credit.

Intellectual Property

     We  currently  hold a federal trademark registration from the United States
Patent  and  Trademark  Office  (Reg.  No: 2206610) for our Diversified Products
Inspections,  Inc.  logo.  We  also  maintain  a  registered domain name for our
Internet  Web  site  located  at  http://www.dpi-inc.com  and
http://www.homechecksafety.com.

Employees

     As  of March 1, 2002, we have approximately twenty-five full time employees
and  four  part time employees. We have never experienced a work stoppage and we
believe  that  our  employee  relations are good. Our success depends to a large
extent  upon  the  continued  services  of  our  key  managerial  employees  and
investigators.  The  loss of such personnel could have a material adverse effect
on  our  business  and  our  results  of  operations.

Transfer  agent

     Our  transfer  agent is Interwest Transfer Co., 1981 East 4800 South, Salt
Lake City, Utah 84117.



<PAGE>
RISK FACTORS
------------

         An investment in our common stock is speculative in nature and involves
a high degree of risk. You should carefully consider the following risks and the
other  information contained in this report. The price of our common stock could
decline  due  to  any  of  these  risks,  and you could lose all or part of your
investment.  You  also  should  refer  to the other information included in this
report,  including  the  financial  statements  and  related  notes  thereto. In
addition,  the  risks  described  below are not the only ones facing us. We have
described  only the risks we consider material. However, there may be additional
risks  that  we  view  as  not  material or of which we are not presently aware.

         If  any  of  the  events  described  below were to occur, our business,
prospects,  financial  condition  or results of operations or cash flow could be
materially  adversely  affected. When we say that something could or will have a
material adverse effect on it, we mean that it could or will have one or more of
these  effects.

Special  note  regarding  forward-looking  statements

         This  report  may  contain  certain  forward-looking  statements  and
information  relating to us that are based on beliefs and its principals as well
as  assumptions  made  by  and  information  currently  available to them. These
statements include, among other things, the discussions of our business strategy
and  expectations  concerning  our market position, future operations, expansion
opportunities,  and  profitability.  When  used  in  these  documents, the words
"anticipate,"  "feel," "believe," "estimate," "expect," "plan," and "intend" and
similar  expressions,  as  they  relate to us or our principals, are intended to
identify forward-looking statements. Such statements reflect the current view of
respecting  future  events  and are subject to certain risks, uncertainties, and
assumptions,  including  the  meaningful  and  important risks and uncertainties
noted,  particularly those related to our operations, results of operations, and
growth  strategy,  liquidity, competitive factors and pricing pressures, changes
in  legal  and  regulatory  requirements, general economic conditions, and other
factors  described  in  this  report.


We  Had  a  Net loss for the Year Ended December 31, 2002 of $149,570. We Expect
Losses  To  Continue  In  The  Future  And  There  Is A Risk We May Never Become
Profitable.
<PAGE>
     We  had  a  net  loss  of $425,609 for the year ended December 31, 2001. We
incurred net losses of $149,570 for the fiscal year ended December 31, 2002. Our
future  operations  may  not  be  profitable. Revenues and profits, if any, will
depend  upon  various  factors,  including  whether  we  will be able to receive
funding  to  promote  our services via seminars. We may not achieve our business
objectives and the failure to achieve such goals would have an adverse impact on
us.


The  Loss  Of  Our  Key  Employees  May  Adversely Affect Our Growth Objectives.

     Our  success in achieving our growth objectives depends upon the efforts of
our  top  management  team including the efforts of Messrs John Van Zyll, Marvin
Stacy  and  Ms.Ann  M.  Furlong.  The  loss  of  the  services  of  any of these
individuals  may  have  a  material  adverse  effect  on our business, financial
condition  and  results of operations. We do not have employment agreements with
Messrs. Zyll, Stacy or Ms Furlong. We can give no assurance that we will be able
to maintain and achieve our growth objectives should we lose one or all of these
individuals'  services.

Our  Current  And Potential Competitors, Some Of Whom Have Greater Resources And
Experience  Than  We  Do,  May  Develop Products And Technologies That May Cause
Demand  For,  And  The  Prices  Of,  Our  Products  To  Decline.

     The  product  investigation  industry in regards to subrogation for product
failure  is  a new and growing market. While there may be several companies that
offer  fire  or product investigations which have achieved substantially greater
market  share  than  we  have,  and have longer operating histories, have larger
customer  bases, have substantially greater financial, development and marketing
resources  than  we  do,  to our knowledge there are few, if any, companies that
offer  a full scope of services that are tailored to the insurance industry. Our
service  includes  fire investigation, product failure analysis, engineering and
air  &  mold  contamination  investigations.  Existing or future competitors may
develop  or  offer  products  that are comparable or superior to ours at a lower
price,  which  could  adversely  harm  our  business,  results of operations and
financial  condition.

We  May,  In The Future, Issue Additional Shares Of Our Common Stock Which Would
Reduce  Investors  Percent  Of  Ownership  And  May  Dilute  Our  Share  Value.

     Our  certificate  of  incorporation  authorizes  the issuance of 50,000,000
shares  of  common  stock,  par  value  $.01  per  share.  Our  certificate  of
incorporation  does  not  authorize  us  to issue shares of preferred stock. The
future  issuance  of  all  or  part of our remaining authorized common stock may
result in substantial dilution in the percentage of our common stock held by our
then  existing  shareholders. We may value any common stock issued in the future
on  an  arbitrary  basis.  The  issuance  of common stock for future services or
acquisitions  or  other  corporate  actions  may have the effect of diluting the
value  of  the shares held by our investors, and might have an adverse effect on
any  trading  market  for  our  common  stock.


<PAGE>
Shares Of Our Total Outstanding Shares That Are Restricted From Immediate Resale
But  May  Be  Sold Into The Market In The Future Could Cause The Market Price Of
Our  Common  Stock  To  Drop  Significantly, Even If Our Business Is Doing Well.

     As  of  March  5, 2003, we had 14,961,457 shares of our common stock issued
and  outstanding.  Of  such  shares,  11,293,927  shares  of  common  stock were
restricted  and  3,667,530  shares  were  free  trading.  Rule  144 provides, in
essence,  that a person holding "restricted securities" for a period of one year
may  sell  only  an  amount  every  three months equal to the greater of (a) one
percent  of a company's issued and outstanding shares, or (b) the average weekly
volume of sales during the four calendar weeks preceding the sale. The amount of
"restricted  securities"  which  a person who is not an affiliate of our company
may  sell  is  not  so  limited,  since  non-affiliates  may sell without volume
limitation  their  shares held for two years if there is adequate current public
information  available  concerning  our  company.  In such an event, "restricted
securities"  would  be  eligible  for sale to the public at an earlier date. The
sale  in  the  public market of such shares of Common Stock may adversely affect
prevailing  market  prices  of  our  Common  Stock.

Our Common Stock May Be Affected By Limited Trading Volume And May Fluctuate
Significantly

     There  has  been a limited public market for our common stock and there can
be no assurance that an active trading market for our common stock will develop.
As  a  result, this could adversely affect our shareholders' ability to sell our
common  stock  in  short  time periods, or possibly at all. Our common stock has
experienced,  and  is  likely to experience in the future, significant price and
volume  fluctuations which could adversely affect the market price of our common
stock  without regard to our operating performance. In addition, we believe that
factors  such  as quarterly fluctuations in our financial results and changes in
the  overall  economy  or the condition of the financial markets could cause the
price  of  our  common  stock  to  fluctuate  substantially.


Since We Have Not Paid Any Dividends On Our Common Stock And Do Not Intend To Do
So  In The Foreseeable Future, A Purchaser Of Our Common Stock Will Only Realize
An  Economic  Gain On His Or Her Investment From An Appreciation, If Any, In The
Market  Price  Of  Our  Common  Stock.

         We have never paid, and have no intentions in the foreseeable future to
pay, any cash dividends on our common stock. Therefore an investor in our common
stock,  in  all  likelihood, will only realize a profit on his investment if the
market  price  of  our  common  stock  increases  in  value.

The  Application  Of  The  "Penny  Stock  Regulation" Could Adversely Affect The
Market  Price  Of  Our  Common  Stock

         Our  securities are deemed a penny stock. Penny stocks generally are
equity  securities  with  a  price  of  less  than  $5.00  per  share other than
securities  registered on certain national securities exchanges or quoted on the
NASDAQ  Stock  Market,  provided  that current price and volume information with
respect  to  transactions  in  such  securities  is  provided by the exchange or
system.  Our  securities  may  be  subject  to  "penny  stock rules" that impose
additional  sales  practice  requirements  on  broker-dealers  who  sell  such
securities  to persons other than established customers and accredited investors
(generally  those with assets in excess of $1,000,000 or annual income exceeding
$200,000  or  $300,000  together with their spouse). For transactions covered by
these rules, the broker-dealer must make a special suitability determination for
the  purchase  of  such  securities  and  have  received the purchaser's written
consent  to  the  transaction  prior  to  the  purchase.  Additionally,  for any
transaction  involving  a  penny  stock,  unless exempt, the "penny stock rules"
require  the  delivery,  prior  to  the  transaction,  of  a disclosure schedule
prescribed  by  the  Commission  relating  to  the  penny  stock  market.  The
broker-dealer  also  must  disclose  the  commissions  payable  to  both  the
broker-dealer  and  the registered representative and current quotations for the
securities.  Finally,  monthly  statements  must be sent disclosing recent price
information  on  the  limited  market  in penny stocks. Consequently, the "penny
stock  rules"  may restrict the ability of broker-dealers to sell our securities
and  may have the effect of reducing the level of trading activity of our common
stock  in  the secondary market. The foregoing required penny stock restrictions
will  not  apply to our securities if such securities maintain a market price of
$5.00 or greater. We can give no assurance that the price of our securities will
reach  or  maintain  such  a  level.

<PAGE>

There is Uncertainty As To Our Continuation As A Going Concern.

As shown in the accompanying financial statements, the Company had net losses of
$149,570 in 2002 and $425,609 in 2001 and  liabilities  which  exceed  assets at
December 31, 2002.  These  factors,  among  others,  indicate the Company may 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.

Our  6%  debentures are convertible by the debenture holders into shares of our
common  stock  at  any  time.  As  such,  purchasers  of  our common stock could
experience  substantial  dilution  of  their  investment upon conversion of such
securities.

     Our 6% convertible debentures are convertible into such number of shares of
common  stock  equal  to the lesser of (a) 110% of the average closing bid price
for  the  five trading days preceding the closing date or (b) 75% of the average
of  the  five  lowest  closing  bid prices of our common stock during the twenty
trading days preceding the conversion date. If an aggregated principal amount of
$300,000  of  our  convertible  debentures  were converted on March 1, 2003, the
debentures  would  have been convertible at a price of $.06 and convertible into
approximately  5,000,000 shares of our common stock. If an aggregate of $300,000
in  the principal amount of our debentures were converted and 1,388,889 warrants
were exercised on March 1, 2003, they would have equaled 6,388,889 shares of our
common  stock.  Pursuant to the terms of the transaction, however, the number of
convertible debentures could prove to be significantly greater in the event of a
decrease  in the trading price of our common stock. The following table presents
the  number  of shares of our common stock that we would be required to issue as
of  March  1, 2003 and the number of shares we would be required to issue if our
common  stock  declined  by  50%  or  75%:

<TABLE>
<CAPTION>
<S>                           <C>                       <C>                <C>
                               If Debentures were
                               Converted On March           50%             75%
                               1, 2003                     Decline        Decline
                              -----------------     -----------------   ----------------

Conversion price per share:    $.06                     $.03               $.015

Total shares issuable(1):      5,000,000                10,000,000         20,000,000
</TABLE>
------------

(1)  Such figure does not include the issuance of common stock upon exercise of
     four year warrants to purchase 1,388,889 shares of our common stock at an
     exercise price of $.2376 per share.


Our Existing Shareholders Will Experience Significant Dilution From Our Sale Of
Shares Under Our Equity Line Of Credit

     The  sale  of  shares  pursuant to the Equity Line of Credit, if used, will
have  a  dilutive  impact on our stockholders and the market price of our common
stock  could  decline. In addition, the lower our stock price is the more shares
of  common  stock  we will have to issue under the Equity Line of Credit to draw
down  the  full  amount.  If  our  stock  price  is  lower,  then  our  existing
stockholders  would  experience  greater  dilution.

<PAGE>
Item 2. Properties.

     We lease our facilities located at 3 East Main Street, Oak Ridge, Tennessee
37830  for  use  as  our  corporate  headquarters.  We  entered  into  our lease
commencing  on  January  1, 2001 for a period of thirty six months and currently
pay  a  monthly  rental  fee  of  $17,500.00.  We currently lease our office and
warehouse  under  an agreement classified as an operating lease. Under the terms
of the lease agreement, we are obligated to purchase the office and warehouse if
we  receive  $3,000,000  in  proceeds  from  a  private  placement offering. The
purchase  price  will range from between $1,553,276 and $1,607,640, depending on
the  year the purchase takes place. This purchase obligation expires on December
31, 2004. We are currently negotiating for lower monthly rental fees. We believe
that  our  leased  properties  are  adequate  for  our  current  and immediately
foreseeable  operating  needs. We do not have any policies regarding investments
in  real  estate,  securities  or  other  forms  of  property.


 Item 3. Legal Proceedings.

     As  of  the  date  hereof,  we  are  not  a  party  to  any  material legal
proceedings, nor are we aware of any threatened litigation of a material nature.

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

There were no matters submitted during the fourth quarter of the fiscal year
covered by this report to a vote of security holders, through the solicitation
of proxies or otherwise.

<PAGE>
                                     PART II

Item 5. Market for Common Equity and Related Stockholders Matters.

Market Information

         Our  common  stock is quoted on the OTC Bulletin Board under the symbol
"DPRI".  The following table sets forth the range of high and low bid quotations
of  our  common  stock,  as  reported on the OTC Bulletin Board, for the periods
indicated.  The  prices  represent inter-dealer quotations, which do not include
retail  markups,  markdowns  or  commissions,  and  may  not  represent  actual
transactions.

                                Common Stock
                          High Bid         Low Bid
                         -----------      -----------

First Quarter 2001           $1.50           $1.37
Second Quarter 2001          $1.75           $0.75
Third Quarter 2001           $1.50           $0.25
Fourth Quarter 2001          $1.23           $0.40

First Quarter 2002           $0.45           $0.18
Second Quarter 2002          $0.50           $0.14
Third Quarter 2002           $0.16           $0.09
Fourth Quarter 2002          $0.22           $0.07



SECURITY  HOLDERS

     At  March 5, 2003 there were 14,961,457 shares our common stock outstanding
which  were  held  by approximately 527 stockholders of record.

DIVIDEND  POLICY

         We  have  not  paid  any  dividends  on our common stock, and it is not
anticipated that any dividends will be paid in the foreseeable future. Our Board
of  Directors  intends to follow a policy of using retained earnings, if any, to
finance  our growth. The declaration and payment of dividends in the future will
be  determined  by  our Board of Directors in light of conditions then existing,
including  our  earnings,  if any, financial condition, capital requirements and
other  factors.

Recent  Sales  of  Unregistered  Securities

     For  the  fourth quarter of the year ended December 31, 2002, we physically
issued  25,000  shares  of  our  common  stock, in October, to one individual as
consideration for legal services rendered to the Company for a previous quarter.
Such  shares  are  restricted.  We  believe  such  issuance  was  exempt  from
registration  pursuant  to  Section  4(2)  of  the  Securities  Act  of  1933.

     On  November  4, 2002, the Company issued stock options to two employees to
purchase  250,000  shares  each  of  the Company's stock at an exercise price of
$0.11  which  equaled  120%  of  the  closing bid price at the grant date. These
options  vest at the rate of 20% annually beginning at the grant date and expire
upon  termination of employment. Additionally, on November 25, 2002, the Company
issued  stock options equally to substantially all employees to purchase a total
of  28,000  shares  of  the  Company's stock at an exercise price of $0.18 which
equaled  120%  of  the  closing  bid  price  at  the grant date. Accordingly, at
December 31, 2002, there were 128,000 stock options exercisable related to these
issuances.  We  believe  such  issuance was exempt from registration pursuant to
Section  4(2)  of  the  Securities  Act  of  1933.




<PAGE>
Item 6. Management's Discussion and Analysis or Plan of Operation.


General

We  specialize  in  conducting  investigations and laboratory analysis of a wide
variety  of  products to determine the cause and origin of product failures. Our
primary customers consist of national insurance companies that are interested in
subrogating  claims  to  recover losses. 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. We have accumulated a large database of known defective products that
includes  photos  and other documentation that are used in their investigations.
Additionally,  we  provide  for the storage of evidence and derive revenues from
the  secure  storage  of  materials.

For the Year Ended December 31, 2002

Revenues  for  the  year  ended  December  31, 2002 were $1,999,975, while total
operating  expenses  were  2,043,780.  This  reflects  an  $819,280  increase in
revenue,  while  the Company's operating expenses increased by $464,778 from the
year  ended  December 31, 2001. The Company attributes this increase in revenues
to  its  marketing  efforts. The Company had a net loss of $149,570 for the year
ended  December  31,  2002  or  $.01 per share. This net loss is a decrease from
$425,609  from  the year ended December 31, 2001. There have been no significant
changes  in  the  Company's  accounting  policies.

At  December  31,  2002, the Company had cash of $115,018 principally due to the
injection  of private placement funds from the sale of the Company's convertible
debentures.

At December 31, 2002 the Company had a net stockholders' deficit of $131,193 and
total  liabilities  and  stockholders'  (deficit)  of  $507,789.

The  Company's  total  liabilities  at  December  31,  2002  were  638,982 which
represents  an  increase of $273,850 greater than the liabilities of $365,132 at
December  31,  2001.  This  increase  primarily  related  to  the  $300,000 from
convertible  debentures  issued  in  2002.

The  Company  believes  that  the  net  proceeds  of  the Company's 2002 private
placements  will  meet  its  working  capital  obligations  and  fund  further
development  of  its  business  for the next twelve months. However, in order to
execute  our  business  plans to expand product offerings and revenue generating
opportunities,  we  will likely require additional working capital. There can be
no  assurance  that any additional financing will be available to the Company on
acceptable  terms,  or  at  all.

In April 2002, we entered into a subscription agreement with an investor to sell
up  to  $300,000  of  our  6%  convertible  debentures.  Under  the terms of the
agreement,  the  investor  is  obligated  to  purchase  three  separate $100,000
principal  amount  debentures,  subject to the our satisfying certain conditions
described  in  the  agreement. In connection with the sale of the debentures, we
agreed  to  issue  warrants  to  purchase  462,963  shares  of  our common stock
exercisable at $.2376 per share. The warrants will be exercisable for four years
from the date the debenture is funded. During April 2002, the Company issued its
first  $100,000  debenture under this agreement which debenture matures in April
2005 and is secured by 4,000,000 shares of common stock of the Company currently
owned  by  our  majority  stockholders.

Also,  during  April  2002,  we entered into an equity line of credit investment
agreement  with  the  investor  which  obligates  the investor to purchase up to
$3,000,000  of  our common stock at a price of 85% of the average trading price,
subject  to  certain terms and conditions contained in the equity line of credit
investment  agreement.  In  connection  with the Company's equity credit line it
issued  a  four year warrant to purchase 1,388,889 shares of its common stock at
an  exercise price of $.2376 per share. As of March 5, 2003, no such put notices
have  been  made by the Company and, accordingly, no stock has been issued under
the  terms  of  this  agreement

Management  believes  that  the above-described actions will provide the Company
with  its  immediate  financial requirements to enable it to continue as a going
concern. In the event that the Company is unable to raise additional funds, the
Company  could  be  required  to  either  substantially  reduce or terminate its
operations.

<PAGE>
Results of Operations for the period ended December 31, 2001 compared to
December 31, 2000.

Financial  Position

The total assets of the Company decreased from December 31, 2000 to December 31,
2001.  Cash  has  decreased by approximately $109,000 due primarily to cash used
in  operations  and  equipment  purchases,  offset by the injection of cash from
proceeds of the sale of common stock.  Also, the cash balance was unusually high
at  December  31,  2000 due to cash proceeds from the sale of common stock being
received  just  prior  to  year  end.  Additionally,  the  Company's  current
liabilities  increased  by  approximately $138,000 due to cash flow issues along
with timing of when certain liabilities were paid.  The Company has continued to
make  regular  payments on long-term debt and lease obligations and accordingly,
these  balances decreased during 2001.

     During  March  2001,  the Company underwent a reverse merger with a company
which  was  essentially a  shell  company and had no significant operations. The
reverse  merger  was  essentially  accounted  for  as  a recapitalization of the
Company.  As part of this reverse merger, the Company issued 1,330,432 shares of
common  stock  to  certain  professionals  for  their services. The statement of
stockholders'  (deficit)  equity  presented  in  the  accompanying  financial
statements  has  been  retroactively  restated  to  reflect the Company's equity
position  as  if  the reverse merger had take place prior to the earliest period
presented. Additionally, during 2001, the Company issued 642,857 shares of stock
for just over $200,000 in cash. There were no other items effecting equity other
than  the  Company's  2001  net  loss.

Revenues  and  Expenses

Overall  revenues  increased  approximately 20 percent during 2001.  The Company
attributes  this  increase  to  our  continued marketing efforts resulting in an
increase  number  of  inspections.  Despite this increase in revenues, operating
expenses  only  increased  approximately  3 percent primarily as a result of the
Company's  successful  efforts  to lower administrative expenses.  Additionally,
during  2001,  the  Company  renegotiated  its  office and warehouse space lease
agreement resulting in a $54,000 decrease in rent expense.  The largest increase
in  operating  expenses  resulted in an increase in professional fees associated
with the Company's regulatory filings.  Various other operating expense accounts
increased  as expected due to the increase in volume of business.  The Company's
interest  expense increased due to new long-term debt acquired by the Company at
the  end  of  2000  resulting  in  a  full  year  of  interest  expense in 2001.

The  Company  is  not  aware of any material trend, event or capital commitment,
which  would  potentially  adversely affect liquidity. In the event such a trend
develops,  the  Company believes that it will have sufficient funds available to
satisfy  working  capital  needs  through lines of credit and the funds expected
from  equity  sales.
<PAGE>
OTHER:

Except  for historical information contained herein, the matters set forth above
are forward-looking statements that involve certain risks and uncertainties that
could  cause  actual  results  to  differ  from  those  in  the  forward-looking
statements.  Potential risks and uncertainties include such factors as the level
of  business  and  consumer  spending,  the  amount  of  sales  of the Company's
products,  the  competitive  environment  within  the  investigative services
industry,  the  ability of the Company to continue to expand its operations, the
level  of  costs  incurred  in  connection with the Company's expansion efforts,
economic  conditions  and  the financial strength of the Company's customers and
suppliers.  Investors  are  directed  to  consider other risks and uncertainties
discussed  in  documents  filed  by the Company with the Securities and Exchange
Commission.

NEW ACCOUNTING PRONOUNCEMENTS

     In June 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 146, " Accounting for Costs
Associated with Exit or Disposal Activities" (FAS 146).  FAS 146, which will be
effective for exit or disposal activities initiated after December 31, 2002, is
not expected to have a material impact on the company's results of operation,
financial position or cash flows.

     In December 2002, the FASB issued Statement of Financial Accounting
Standards No. 148, "Accounting for Stock-Based Compensation-Transition and
Disclosure" (FAS 148), which amends FAS 123, "Accounting for Stock-Based
Compensation", transition requirements when voluntarily changing to the fair
value based method of accounting for stock-based compensation and also amends
FAS 123 disclosure requirements.  FAS 148 is not expected to have a material
impact on the company's results of operations, financial position or cash flow.


CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     In December, 2001, the SEC issued a cautionary advice to elicit more
precise disclosure in this Item 7, MD&A, about accounting policies management
believes are most critical in portraying the company's financial results and in
requiring management's most difficult subjective or complex judgments. The
preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make judgments and estimates.

     We believe the following critical accounting policies affect our more
significant judgments and estimates used in the preparation of our consolidated
financial statements.

     The Company recognizes revenue when the earnings process is complete, which
is typically after an investigation has been completed and the final written
report has been submitted, reviewed and approved by management. Once the final
report has been approved, the Company has no further obligation to the customer.

     The allowance for doubtful accounts is periodically reviewed and adjusted
based upon historical trends, review of accounts receivable aging and other
factors, in an effort to estimate any uncollectible accounts recorded in
accounts receivable.

     During December 2001, the Company was advanced $18,000 from a major
stockholder of the Company. This advance is non-interest bearing, and there are
no stated repayment terms. During 2002, $4,000 was repaid leaving an outstanding
balance of $14,000 as of December 31, 2002.

     The Company has no goodwill or other intangible assets thus no impairment
analysis is required.

IMPACT OF INFLATION

     Inflationary factors have not had a significant effect on our operations.

Item 7. Financial Statements

     Our  Financial Statements for the year ended December 31, 2002 are included
as  part  of  this  Form  10-KSB  Report  and  are  after  the  signature  page.

Item 8.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure.

         There  were  no  changes  in  or  disagreements  with  accountants  on
accounting  and  financial  disclosure  for  the  period covered by this report.


                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act.

(a)  Identity of our current directors and executive officers.

Name                   Age    Positions with the Company
------                 ---    --------------------------

John Van Zyll          61     Chairman of the Board, Chief Executive Officer

Marvin Stacy           68     Chief Operating Officer and Director

Ann M. Furlong         49     Secretary and Director

Warren Wankelman       58     Director

Matt Walters           30     Director

<PAGE>

     John  Van  Zyll  currently  serves  as  the Chairman of the Board and Chief
Executive Officer. Mr. Van Zyll has served in this capacity since March 2001 and
previously served in similar capacities with Diversified Product Investigations,
Inc.,  the  Company's  subsidiary  since its formation in 1991. Mr. Van Zyll 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.  Van Zyll 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.

     Marvin  Stacy  currently  serves  as a  Director  and the  Company's  Chief
Operating Officer. Mr. Stacy has served in these capacities since March 2001 and
previously served in similar capacities with Diversified Product Investigations,
Inc.,  the  Company's  subsidiary  since  1991.  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.

     Ann M. Furlong currently serves as a Director and the Company's  Secretary.
Ms.  Furlong  has served in these  capacities  since  March 2001 and  previously
served in similar capacities with Diversified Product Investigations,  Inc., the
Company's  subsidiary since 1991. 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.

     Warren  Wankelman  currently  serves as a Director  and as the  Director of
Marketing for the Company.  Mr.  Wankelman has served in these  capacities since
March 2001 and previously served in similar capacities with Diversified  Product
Investigations,  Inc., the Company's  subsidiary  since 2001. Mr.  Wankelman has
over 25 years of experience in  Sales/Marketing  and  Operations  Management.  A
graduate of Northwestern University, Mr. Wankelman has consistently demonstrated
effective marketing and management ability in a career of leadership  positions,
including  Executive  Vice President of Punta Gorda Isles,  Inc.,  President and
owner of  Wankelman-  Swen &  Associates,  Inc. and  Director of  Marketing  for
Saddlebrook, Inc. of Knoxville, TN.

     Matt Walters currently serves as a Director and Chief  Information  Officer
of the Company.  Mr.  Walters has served in this  capacity  since May 2001.  Mr.
Walters  has  over  10  years  experience  in IT  (Information  Technology)  and
Facilities  Management.  He is a  graduate  of  Tusculum  College  with  a BS in
Organizational  Management.  As a Microsoft Certified  Professional,  his client
list  includes  TVA,  SAIC,  Lockheed-Martin,  Pfizer  Pharmaceuticals,  Philips
Magnavox,  and  BellSouth.Net.  Mr. Walters has  implemented  various IT quality
controls  and  security   measures  for  the  company  and  is  responsible  for
implementation  of the  HomeCheckSafety.com  project  as well  as the  company's
Customer Relationship Management initiative.

<PAGE>
Executive Officers

     All of our  executive officers also serve as our directors.  The
executive officers serve at the pleasure of our board of directors and our chief
executive officer.


Item 10.    Executive Compensation.


     The following Summary  Compensation Table sets forth summary information as
to  compensation  received by the  Company's  Executive  Officers  as  executive
officers of the Company  through  December 31, 2002  (collectively,  the "named
executive  officers")  for  services  rendered to the Company in all  capacities
during the three calendar years ended December 31st.
<TABLE>
<CAPTION>


         Annual  Compensation                Awards               Payouts
         -------------------                 ------               -------
Name  and                                   Restricted
Principal                                   Stock
Position(s)              Year    Salary($)  Bonus($)  Other($)        Awards(#  shares)
                                                    Compensation
<S>                       <C>       <C>                  <C>              <C>
John Van Zyll, Chief      1999   21,599.63
Executive Officer         2000   34,505.00
                          2001   40,646.84              120,977         120,977 shares(2)
                          2002   40,323.01


Marvin Stacy, Chief       1999   21,599.63
Operating Officer         2000   29,079.00
                          2001   41,136.55              120,977         120,977 shares(2)
                          2002   41,020.70

Ann M. Furlong,           1999   21,599.63
Secretary                 2000   27,906.00
                          2001   40,502.00              120,977         120,977 shares(2)
                          2002   40,321.46

     (1) All  other  compensation  includes  certain  health  and life  insurance
benefits paid by the Company on behalf of its employee.

     (2) Such shares were issued as shares of Diversified Products
Investigations, Inc., our subsidiary, and were subsequently exchanged for shares
of our common stock as part of the reverse merger.

</TABLE>

Compensation of Directors

     On  November  4, 2002, the Company issued stock options to two directors to
purchase  250,000  shares  each  of  the Company's stock at an exercise price of
$0.11  which  equaled  120%  of  the  closing bid price at the grant date. These
options  vest at the rate of 20% annually beginning at the grant date and expire
upon  termination  of  employment.

     During the fiscal year ending December 31,  2002,  other than as described
above,  no other officer or director received any type of compensation from our
Company for serving as such. No  arrangements  are presently in place  regarding
compensation  to directors  for their  services as  directors  or for  committee
participation or special assignments.

<PAGE>
Employee/Consultant Stock Compensation Plan

     We  maintain  an  employee/consultant  stock compensation plan (the "Plan")
pursuant  to  which  the  maximum  number  of shares of common stock as to which
awards  may  be granted is 1,400,000 shares. Our board of directors may increase
the  maximum  number of shares of common stock as to which awards may be granted
at such time as it deems advisable. Awards under the Plan may be granted only to
our  employees  and  consultants.

Item 11.  Security Ownership of Certain Beneficial Owners and Management.


         The  following  table  sets forth certain information as of the date of
this  Report regarding the beneficial ownership of our common stock held by each
of our executive officers and directors, individually and as a group and by each
person  who  beneficially  owns  in  excess of five percent of the common stock.

                           Number  of  Shares  of             Percent of
                              Common  Stock                   Common Stock
                              Beneficially                    Beneficially
Name  of                     Owned  or  Right                 Owned or Right
Beneficial  Owner            to  Direct  Vote (1)            to Direct Vote
----------------            ------------------             ------------------

John Van Zyll                    5,436,811                        36.3%

Marvin Stacy                     2,436,110                       16.28%

Ann M. Furlong                   2,436,811                       16.28%

Warren Wankelman                   50,000(2)                       (*)

Matt Walters                       55,000(2)                       (*)

All Executive Officers and
Directors  as a Group          10,414,732(3)                     69.14%
(Five (5) persons)

- --------------
(*)  Represents  less  than  one  percent  (1%) of the outstanding shares of our
common  stock.

     (1) Based upon 14,961,457 shares of our common stock issued and outstanding
as  of  March 5, 2003. The number of shares of common stock beneficially owned
by  each  person or entity is determined under the rules promulgated by the SEC.
Under  such  rules,  beneficial  ownership  includes  any shares as to which the
person  or entity has sole or shared voting power or investment power and shares
which  such  person  or  entity has the right to acquire within sixty days after
March 5,  2003.  The inclusion herein of any shares deemed beneficially owned
does  not constitute an admission by such person of beneficial ownership of such
shares.

     (2)  Includes options to purchase 50,000 shares of common stock.

     (3)  Includes options held by two directors to purchase an aggregate of
100,000 shares of our common stock
<PAGE>
Item 12. Certain Relationships and Related Transactions.

Not Applicable

ITEM 13.  CONTROLS AND PROCEDURES

     (a)     Evaluation of Disclosure Controls and Procedures.
             ------------------------------------------------

     Within the 90 days prior to the date of this Annual Report for the year
ended December 31, 2002, we carried out an evaluation, under the supervision and
with the participation of our management, including the company's Chairman and
Chief Executive Officer and the Principal Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Rule 13a-14 of the Securities Exchange Act of 1934 (the
"Exchange Act"), which disclosure controls and procedures are designed to insure
that information required to be disclosed by a company in the reports that it
files under the Exchange Act is recorded, processed, summarized and reported
within required time periods specified by the SEC's rules and forms.  Based upon
that evaluation, the Chairman and the Principal Financial Officer concluded that
our disclosure controls and procedures are effective in timely alerting them to
material information relating to the company (including our consolidated
subsidiaries) required to be included in the company's period SEC filings.

     (b)     Changes in Internal Control.
             ---------------------------

     Subsequent to the date of such evaluation as described in subparagraph (a)
above, there were no significant changes in our internal controls or other
factors that could significantly affect these controls, including any corrective
action with regard to significant deficiencies and material weaknesses.

Item 14. Exhibits and Reports on Form 8-K.

     (a) Exhibits

Exhibit
Number    Description
--------  ---------------------
<TABLE>
<CAPTION>
<S>             <C>

2.1       Share Exchange Agreement between with Diversified Product Inspections, Inc., a
          Florida corporation filed with the Commission on Form 8-K on March 6, 2001 and
          incorporated  herein by reference

3.1       Articles of Incorporation and Amendment to Articles of Incorporation are
          incorporated herein by reference to the Company's Registration Statement on Form
          10-SB filed with the Commission on February 23, 1999.

3.2       Bylaws of the Company are incorporated herein by reference to the Company's
          Registration Statement on Form 10-SB filed with the Commission on February 23,
          1999.
<PAGE>
3.3       Articles of Incorporation and Amendment to Articles of Incorporation are
          incorporated herein by reference to the Company's Registration Statement on Form
          10-SB filed with the Commission on February 23, 1999.

3.4       Bylaws of the Company are incorporated herein by reference to the Company's
          Registration Statement on Form 10-SB filed with the Commission on February 23,
          1999.

10.1      Articles of Merger and Agreement and Plan of Merger are incorporated herein by
          reference to the Company's Registration Statement on Form 10-SB filed with the
          Commission on February 23, 1999.

10.2      Diversified Product  Inspections,  Inc. Year 2001  Employee/Consultant
          Stock Compensation Plan filed as an Exhibit to the Company's registration
          statement on Form S-8 filed with the Commission on March 6, 2001 and
          incorporated herein by reference.

     (b) Reports on Form 8-K.

The  Company  did  not  file a Current Report on Form 8-K for the fourth quarter
ended  December  31,  2002.


</TABLE>
<PAGE>

                                   SIGNATURES



     In accordance  with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized:


Dated March 26, 2003
                            Diversified Product Inspections, Inc.

                            By:       /s/ John Van Zyll
                                      ______________________
                                      John Van Zyll
                                      Chief Executive Officer
                                      (Principal Executive Officer and Principal
                                      Accounting Officer)

     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  Registrant and in the capacities and on
the dates indicated.

/s/ John Van Zyll
__________________
John Van Zyll         Chairman of the Board                    March 26, 2003

/s/ Marvin Stacy
__________________
Marvin Stacy          Chief Operating Officer and Director     March 26, 2003

/s/ Ann M. Furlong
__________________
Ann M. Furlong        Secretary and Director                   March 26, 2003

/s/ Warren Wankelman
__________________
Warren Wankelman      Director                                 March 26, 2003

/s/ Matt Walters
__________________
Matt Walters          Director                                 March 26, 2003

<PAGE>

                      Diversified Product Inspections, Inc.

                              Financial Statements

                          Year ended December 31, 2002







                      Diversified Product Inspections, Inc.

                        Consolidated Financial Statements

                          Year ended December 31, 2002


                                    CONTENTS






Report of Independent Auditors......................................F-1

Audited Consolidated Financial Statements

Consolidated Balance Sheets.........................................F-2
Consolidated Statements of Operations...............................F-4
Consolidated Statements of Stockholders' (Deficit) Equity...........F-5
Consolidated Statements of Cash Flows...............................F-6
Notes to Consolidated Financial Statements..........................F-7










<PAGE>


                         Report of Independent Auditors



The Board of Directors
Diversified Product Inspections, Inc.


We  have  audited  the  accompanying  consolidated balance sheets of Diversified
Product  Inspections,  Inc.  and  its wholly-owned subsidiary as of December 31,
2002  and  2001,  and  the  related  consolidated  statements  of  operations,
stockholders'  (deficit)  equity  and cash flows for the years then ended. These
financial  statements  are  the  responsibility of the Company's management. Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion the consolidated  financial  statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
Diversified  Product  Inspections,  Inc. and subsidiary at December 31, 2002 and
2001, and the consolidated  results of its operations and its cash flows for the
years then ended in conformity with accounting  principles generally accepted in
the United States of America.




                                         /s/Coulter & Justus, P.C.


Knoxville, Tennessee
March 4, 2003


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

                           Consolidated Balance Sheets

                                                                                    DECEMBER 31
                                                                            2002                  2001
                                                                    --------------------------------------------
<S>                                                                            <C>                 <C>

ASSETS
Current assets:
   Cash                                                                      $115,018             $ 46,016
   Accounts receivable, net of reserve for doubtful
     accounts of $39,000 in 2002 and $17,000 in 2001
                                                                              259,641              104,841
   Refundable income taxes                                                          -                5,214
   Prepaid expenses and other current assets                                    2,221                2,323
                                                                    --------------------------------------------
 Total current assets                                                         376,880              158,394

Property and equipment:
   Equipment, furniture & fixtures                                            195,279              173,655
   Vehicles                                                                    97,737               97,737
   Leasehold improvements                                                      22,727               22,727
                                                                    --------------------------------------------
                                                                              315,743              294,119
   Less accumulated depreciation and amortization                             189,234              119,359
                                                                    --------------------------------------------
Net property and equipment                                                    126,509              174,760

Other assets                                                                    4,400                4,400


                                                                    ============================================

Total assets                                                                 $507,789             $337,554
                                                                    ============================================


</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                                                   DECEMBER 31
                                                                            2002                 2001
                                                                    -------------------------------------------
<S>                                                                         <C>                    <C>
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
   Lines of credit                                                       $      83,863         $     123,929
   Accounts payable and accrued expenses                                       170,190               139,567
   Accrued salaries                                                             22,561                13,816
   Advance from stockholder                                                     14,000                18,000
   Current portion of notes payable                                             17,338                16,517
   Current portion of capital lease obligations                                  3,014                14,545
                                                                    ---------------------------------------------
Total current liabilities                                                      310,966               326,374

Notes payable, less current portion                                             22,648                38,758
Capital lease obligations, less current portion                                 10,368                     -
Convertible debt, net of discount of $5,000                                    295,000                     -
                                                                    ---------------------------------------------
Total liabilities                                                              638,982               365,132

Stockholders' deficit:
   Common stock:
     Par value--$0.01 per share
     Authorized shares--50,000,000
     Issued  and  outstanding  shares--14,961,457  in 2002
       and 14,255,709 in 2001                                                  149,615               142,557
   Additional paid-in capital                                                1,620,328             1,390,038
   Accumulated deficit                                                      (1,709,743)           (1,560,173)
   Deferred stock issuance costs                                              (191,393)                    -
                                                                    ---------------------------------------------
 Net stockholders' deficit                                                    (131,193)              (27,578)
                                                                    ---------------------------------------------
Total liabilities and stockholders' deficit                              $     507,789         $     337,554
                                                                    =============================================



See accompanying Notes to Consolidated Financial Statements.
</TABLE>

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

                      Consolidated Statements of Operations

                                                                           YEAR ENDED DECEMBER 31
                                                                        2002                   2001
                                                                ---------------------------------------------
<S>                                                                  <C>                         <C>

Revenues                                                                $1,999,975            $1,180,695

Operating expenses:
   Salaries and related benefits                                           951,520               703,036
   Rent                                                                    210,269               212,855
   Administration                                                          140,320                93,253
   Postage and shipping costs                                              214,799                95,165
   Utilities and telephone                                                  59,120                71,885
   Travel and related costs                                                 32,686                31,658
   Taxes, licenses and permits                                              32,381                53,953
   Depreciation and amortization                                            69,875                69,401
   Professional fees                                                       196,483               106,030
   Vehicle                                                                  29,767                33,393
   Insurance                                                                58,441                56,318
   Advertising                                                              20,055                24,935
   Bad debt expense                                                         22,000                     -
   Miscellaneous                                                             6,064                27,120
                                                                ---------------------------------------------
Total operating expenses                                                 2,043,780             1,579,002
                                                                ---------------------------------------------
Operating loss                                                             (43,805)             (398,307)

Interest expense                                                          (105,765)              (27,302)
                                                                ---------------------------------------------
Net loss                                                                $ (149,570)           $ (425,609)
                                                                =============================================

Basic and diluted loss per common share                                     $(0.01)               $(0.03)
                                                                =============================================

</TABLE>


See accompanying Notes to Consolidated Financial Statements.


<PAGE>
<TABLE>
<CAPTION>

                      Diversified Product Inspections, Inc.

            Consolidated Statements of Stockholders' (Deficit) Equity


                                                     NUMBER OF                                           DEFERRED       TOTAL
                                                      SHARES                  ADDITIONAL                   STOCK     STOCKHOLDERS'
                                                    ISSUED AND    COMMON        PAID-IN  ACCUMULATED      ISSUANCE     (DEFICIT)
                                                    OUTSTANDING    STOCK        CAPITAL    DEFICIT         COSTS        EQUITY
                                                  --------------------------------------------------------------------------------
<S>                                                 <C>           <C>           <C>          <C>           <C>            <C>

Balance at January 1, 2001                        13,612,852    $136,128      $1,196,452   $(1,134,564) $       -    $  198,016
   Shares issued for cash                            642,857       6,429         193,586             -          -       200,015
   Net loss for 2001                                       -           -               -      (425,609)         -      (425,609)
                                                  --------------------------------------------------------------------------------
Balance at December 31, 2001                      14,255,709     142,557       1,390,038    (1,560,173)         -       (27,578)
   Stock issued for cash                              71,429         714          24,286             -          -        25,000
   Issuance of conversion privileges related to
     convertible debt                                      -           -          63,955             -          -        63,955
   Discount on convertible debt                            -           -           5,000             -          -         5,000
   Stock issued for costs  associated with
     equity line of credit                           634,319       6,344         137,049             -   (143,393)            -
   Professional fees associated with equity
     line of credit                                        -           -               -       (48,000)   (48,000)
   Net loss for 2002                                       -           -               -      (149,570)         -      (149,570)
                                                  --------------------------------------------------------------------------------
 Balance at December 31, 2002                     14,961,457    $149,615      $1,620,328   $(1,709,743) $(191,393)    $(131,193)
                                                  ================================================================================



</TABLE>


See accompanying Notes to Consolidated Financial Statements.



<PAGE>

                      Diversified Product Inspections, Inc.

                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>



                                                                                  YEAR ENDED DECEMBER 31
                                                                               2002                   2001
                                                                       ----------------------------------------------
<S>                                                                           <C>                      <C>

OPERATING ACTIVITIES
Net loss                                                                      $(149,570)            $(425,609)
Adjustments to reconcile net loss to net cash
   used in operating activities:
     Interest expense recorded from initial convertible debt
       funding                                                                   63,955                     -
     Depreciation                                                                58,688                52,957
     Amortization                                                                11,187                16,444
     Provision for bad debts                                                     22,000                     -
     Changes in operating assets and liabilities:
       Accounts receivable                                                     (176,800)               (3,492)
       Refundable income taxes                                                    5,214                     -
       Prepaid expenses and other assets                                            102                 4,056
       Accounts payable and accrued expenses                                     30,623                69,795
       Accrued salaries                                                           8,745                 2,977
       Other liabilities                                                              -                (4,634)
                                                                       ----------------------------------------------
Net cash used in operating activities                                          (125,856)             (287,506)

INVESTING ACTIVITIES
Purchases of property and equipment                                              (6,934)              (60,369)

FINANCING ACTIVITIES
(Repayments to) advance from shareholder                                         (4,000)               18,000
Net (payments) proceeds from lines of credit                                    (40,066)               50,837
Principal payments on notes payable and capital lease
   obligations                                                                  (31,142)              (29,534)
Professional fees associated with equity line of credit                         (48,000)                    -
Proceeds from sale of common stock                                               25,000               200,015
Proceeds from convertible debt                                                  300,000                     -
                                                                       ----------------------------------------------
Net cash provided by financing activities                                       201,792               239,318
                                                                       ----------------------------------------------

Net increase (decrease) in cash                                                  69,002              (108,557)

Cash at beginning of year                                                        46,016               154,573
                                                                       ----------------------------------------------
Cash at end of year                                                           $ 115,018            $   46,016
                                                                       ==============================================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest                                                       $   32,810            $   27,302



SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITY
Equipment purchases financed through capital lease obligations
                                                                             $   14,690         $           -

See accompanying Notes to Consolidated Financial Statements.
</TABLE>

<PAGE>
                      Diversified Product Inspections, Inc.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2002



1.       ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The  consolidated  financial  statements  include the  accounts  of  Diversified
Product  Inspections,  Inc.  ("Inspections")  and its  wholly-owned  subsidiary,
Diversified  Product  Investigations,   Inc.  ("Investigations"),   collectively
referred to as the "Company".  All intercompany  balances and transactions  have
been eliminated.


DESCRIPTION OF BUSINESS

The Company specializes in conducting  investigations and laboratory analysis of
a wide  variety of  products  to  determine  the  "cause and  origin" of product
failures.   The  Company's  primary  customers  consist  of  national  insurance
companies  that  are  interested  in  subrogating   claims  to  recover  losses.
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.  The Company has  accumulated a large
database  of  known   defective   products  that   includes   photos  and  other
documentation that are used in their  investigations.  The Company also provides
storage  of  the  evidence  collected  during  the  investigation,  until  it is
requested by the customer to be disposed.


MAJOR CUSTOMERS AND CREDIT CONCENTRATION

The Company's largest customers are national insurance customers.  Revenues from
the Company's largest individual  customers  accounted for approximately  21.0%,
17.2%, 15.7% in 2002 and 28.6%, 14.4%, 11.3% and 11.2% in 2001 of total revenue.


CHANGE IN FISCAL YEAR-END

Effective June 26, 2002,  Inspections  (the legal  acquirer)  changed its fiscal
year end for  financial  statement  purposes  form the last day in  February  to
December 31 to be consistent with Investigations (the accounting  acquirer).  As
Inspections is only a holding company and has no significant  operations,  there
was no significant effect on the Company's reported operating results.


REVENUE RECOGNITION

The Company recognizes  revenue when the earnings process is complete,  which is
typically after an investigation has been completed and the final written report
has been submitted,  reviewed and approved by management.  Once the final report
has been approved, the Company has no further obligation to the customer.


<PAGE>

                      Diversified Product Inspections, Inc.

             Notes to Consolidated Financial Statements (continued)



1.       ACCOUNTING POLICIES (CONTINUED)


ACCOUNTS RECEIVABLE

Three customers have accounts  receivable balances greater than 10% of the total
at December  31, 2002 and 2001.  These  customers  account for 26.2%,  15.7% and
11.2% at December 31, 2002, and 21.2%,  15.8% and 14.2% at December 31, 2001, of
total accounts  receivable.  The Company performs ongoing credit  evaluations of
its customers' financial  condition,  but does not require collateral to support
customer  receivables.  The Company charges accounts to bad debt expense as they
are determined to be uncollectible based upon a review of aging and collections.
Credit  losses,  when  realized,  have been  within  the range of the  Company's
expectations and, historically, have not been significant.


PROPERTY AND EQUIPMENT

Property and equipment is carried at cost.  Repairs and  maintenance are charged
to expense as incurred.  Depreciation is computed using the straight-line method
over the estimated useful lives of the assets as follows:

         Equipment, furniture and fixtures           3-7 years
         Vehicles                                       5 years
         Leasehold improvements                         3 years


ADVERTISING COSTS

Advertising costs are expensed as incurred.


FAIR VALUE OF FINANCIAL INSTRUMENTS

The  fair  value  of the  Company's  financial  instruments  approximates  their
carrying value based upon the type and nature of the financial instruments.


ESTIMATES

The preparation of financial statements in conformity with accounting principals
generally  accepted in the United States of America requires  management to make
estimates and assumptions  that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.

RECLASSIFICATIONS

Certain  amounts in the prior year have been  reclassified  to conform with 2002
classifications.



<PAGE>

                      Diversified Product Inspections, Inc.

             Notes to Consolidated Financial Statements (continued)


2.       REORGANIZATION AND COMPANY STOCK TRANSACTIONS

During March 2001,  Inspections,  then named Fairfax  Group,  Inc.,  underwent a
reverse merger which was accounted for as a recapitalization  of Investigations.
At the time of the merger,  Fairfax Group,  Inc. was essentially a shell company
and  had no  significant  operations.  Although  Inspections  became  the  legal
acquirer as part of this  recapitalization,  Investigations  is  considered  the
acquirer for  accounting  treatment  purposes.  The  statement of  stockholders'
(deficit)  equity was  retroactively  restated to reflect the  Company's  equity
position as if the reverse  merger had taken place prior to the earliest  period
presented. Immediately after the reverse merger, Fairfax Group, Inc. changed its
name to Diversified Product Inspections, Inc.

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.
Additionally,  during April 2001, an existing stockholder exercised a warrant to
purchase an additional 50,000 shares of stock for $15.

During  September and October  2001,  the Company  received  $50,000 for 142,857
shares of common stock.

During  January 2002, the Company  received  $25,000 for 71,429 shares of common
stock.

As discussed in Note 3, the Company  issued  387,097 shares of common stock to a
company  as a  commitment  fee  related to an equity  line of credit  agreement.
Additionally,  the  Company  issued  247,222  shares of common  stock to certain
attorneys  for fees  associated  with  this  agreement.  The  Company  also paid
professional fees of $48,000 associated with this agreement.  As these represent
costs associated with raising capital, the Company has presented the $191,393 as
a reduction of equity pending future funding under this agreement.

As a result of the warrants described above and those related to the convertible
debt and  equity  line of  credit  discussed  in Note 3 and the  employee  stock
options discussed in Note 9, the Company has reserved 3,680,778 shares of common
stock for future issuance.

3.       CONVERTIBLE DEBT AND EQUITY LINE OF CREDIT AGREEMENT

During April 2002,  the Company  entered into a  subscription  agreement  with a
company (the "Investor") in which the Company  ultimately  received $300,000 (in
$100,000  tranches)  from the Investor in return for a  corresponding  amount of
convertible debentures and related warrants.  Significant terms of the agreement
are summarized as follows:

o        The  debentures  may be  converted  at any time by the  Investor at the
         lesser of (i) 110% of the average  five  closing bid prices  during the
         five trading days prior to the issuance date or (ii) 75% of the average
         of the five lowest  closing bid prices  during the twenty  trading days
         immediately prior to the conversion date.

o        In the event all or any portion of the  debentures  are  outstanding at
         the end of three years from the date of issuance,  the  debentures  are
         subject to  automatic  conversion  into  Company  stock  based upon the
         conversion rate described above.

<PAGE>

                      Diversified Product Inspections, Inc.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED)


3.  CONVERTIBLE DEBT AND EQUITY LINE OF CREDIT AGREEMENT (CONTINUED)

o    The debentures shall pay 6% cumulative interest,  payable in arrears at the
     time of each  conversion,  in cash or common stock of the  Company,  at the
     Company's option.

o    The  debentures  are secured by 4,000,000  shares of the  Company's  common
     stock, which is currently owned by the Company's majority stockholders.

o    Upon  funding of the first  tranche,  the  Company  issued to the  Investor
     warrants to purchase the resulting  number of shares of the Company's stock
     that equals the total amount being funded in all three tranches, divided by
     the share price (five day average closing bid price prior to closing).  The
     warrants are exercisable for four years from the corresponding closing date
     of that tranche being funded,  at 110% of the five day average  closing bid
     price for the five  trading  days prior to the closing date of each funding
     tranche and carry a cashless provision only at the option of the Company.

During April 2002,  the Company  received its first  $100,000  tranche under the
terms of the agreement.  As a result of the  conversion  rates  described  above
which allow for the  conversion at a price less than the stock price at the date
of the funding,  and in accordance with  provisions of the Financial  Accounting
Standards  Board  Emerging  Issues  Task Force  Issue No.  98-5  ("EITF  98-5"),
Accounting for Convertible  Securities with  Beneficial  Conversion  Features or
Contingently  Adjustable  Conversion  Rates,  the  Company  recognized  interest
expense and increased  additional  paid-in  capital by $27,250  related to these
debentures at the date of funding. Additionally, in accordance with the terms of
the agreement  described  above,  the Company issued warrants to the Investor to
purchase an additional  462,963 shares of stock at an exercise price of $0.2376.
The Company estimated the value of these warrants to be $1,666 and, accordingly,
the $100,000  convertible debt was discounted and additional paid-in capital was
increased by this amount.

During June 2002,  the Company  received its second  $100,000  tranche under the
terms of the agreement.  As a result of the  conversion  rates  described  above
which allow for the  conversion at a price less than the stock price at the date
of the funding,  and in accordance  with  provisions  of EITF 98-5,  the Company
recognized interest expense and increased  additional paid-in capital by $22,955
related to these debentures at the date of funding.  Additionally, in accordance
with the terms of the agreement  described above, the Company issued warrants to
the Investor to purchase an  additional  462,963  shares of stock at an exercise
price of $0.23.  The Company  estimated the value of these warrants to be $1,666
and,  accordingly,  the $100,000  convertible debt was discounted and additional
paid-in capital was increased by this amount.

During October 2002, the Company  received its third $100,000  tranche under the
terms of the agreement.  As a result of the  conversion  rates  described  above
which allow for the  conversion at a price less than the stock price at the date
of the funding,  and in accordance  with  provisions  of EITF 98-5,  the Company
recognized interest expense and increased  additional paid-in capital by $13,750
related to these debentures at the date of funding.  Additionally, in accordance
with the terms of the agreement  described above, the Company issued warrants to
the Investor to purchase an  additional  462,963  shares of stock at an exercise
price of $0.088.  The Company estimated the value of these warrants to be $1,668
and,  accordingly,  the $100,000  convertible debt was discounted and additional
paid-in capital was increased by this amount.

<PAGE>
                      Diversified Product Inspections, Inc.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED)


3.  CONVERTIBLE DEBT AND EQUITY LINE OF CREDIT AGREEMENT (CONTINUED)

Also  during  April  2002,  the  Company  entered  into an equity line of credit
investment agreement with the Investor which provides for the purchase of shares
of the Company's common stock.  Subject to the Company's  fulfillment of certain
terms and conditions  contained in the  agreement,  the Investor is obligated to
purchase up to $3,000,000 of the Company's common stock at a price of 85% of the
average of the four lowest  closing  bid prices of the  Company's  common  stock
during the ten days  subsequent to the date of the put notice.  These  purchases
will be made via put notices issued at the Company's  discretion and each single
put notice shall not be less than $15,000 nor more than $150,000.  The effective
date of this equity line of credit  agreement was October 2002 and it expires in
April 2004. Under the terms of the equity line of credit  investment  agreement,
the Company  has issued  387,097  shares of the  Company's  common  stock to the
Investor as a commitment fee.  Additionally,  under the terms of the equity line
of credit  investment  agreement,  the  Company  issued  warrants  enabling  the
Investor to purchase  1,388,889 at an exercise price of $0.2376 per share, which
is above the trading  value of the stock at the date the  warrants  were issued.
These  warrants  expire in April 2006.  As of March 4, 2003, no such put notices
have been made by the Company and,  accordingly,  no stock (other than the stock
issued  related to the  commitment  fee) has been issued  under the terms of the
equity line of credit.

4.  NOTES PAYABLE AND LINES OF CREDIT

Notes payable are summarized as follows as of December 31:
<TABLE>
<CAPTION>

                                                                                       2002                2001
                                                                                 ------------------ -------------------
<S>                                                                                   <C>                  <C>

       Note payable,  secured by a vehicle, due in monthly installments of $597,
         including interest at 5.9%, through February 2004
                                                                                       $ 9,830            $16,807
       Note payable,  secured by a vehicle, due in monthly installments of $330,
         including interest at 11%, through November 2005
                                                                                         9,852             12,568
       Note payable,  secured by a vehicle, due in monthly installments of $333,
         including interest at 11%, through November 2005
                                                                                         9,923             12,658
       Note payable,  secured by a vehicle, due in monthly installments of $348,
         including interest at 11%, through November 2005
                                                                                        10,381             13,242
                                                                                 ------------------ -------------------
                                                                                        39,986             55,275
       Less portion classified as current                                               17,338             16,517
                                                                                 ------------------ -------------------
       Long-term portion                                                               $22,648            $38,758
                                                                                 ================== ===================
</TABLE>

The vehicles  securing these notes payable have a carrying  amount of $38,877 as
of December 31, 2002.

Aggregate maturities of the Company's notes payable as of December 31, 2002, are
as follows:

         2003                                         $17,338
         2004                                          12,114
         2005                                          10,534
                                                -------------------
                                                      $39,986
                                                ===================


<PAGE>

                      Diversified Product Inspections, Inc.

             Notes to Consolidated Financial Statements (continued)



4.  NOTES PAYABLE AND LINES OF CREDIT (CONTINUED)

The Company utilizes numerous credit cards with financial  institutions as lines
of credit. These credit cards accrue interest at varying rates of between 0% and
28.49% as of December 31, 2002. Maximum borrowings  available under the existing
credit cards as of December 31, 2002 was $154,000 ($70,137 unused). All of these
credit cards are unsecured and require minimum monthly payments.

5.  LEASE OBLIGATIONS

The Company leases certain equipment under an agreement which is classified as a
capital lease. This agreement expires in 2006.

The  Company  also  leases  their  office  and  warehouse,  along  with  certain
equipment,  under agreements  classified as operating leases. The Company has an
agreement with the office and warehouse lessor in which 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
$1,553,276 to $1,607,640,  depending on the year the purchase takes place.  This
purchase obligation expires on December 31, 2004.

Future minimum payments for leases, by year and in the aggregate, consist of the
following as of December 31, 2002:
<TABLE>
<CAPTION>

                                                                            OPERATING            CAPITAL
                                                                       -------------------- -------------------
<S>                                                                               <C>                <C>

         2003                                                                  $213,076              $ 4,911
         2004                                                                   219,972                4,911
         2005                                                                   218,736                4,911
         2006                                                                         -                2,866
                                                                                            -------------------
                                                                       --------------------
         Total minimum lease payments                                          $651,784               17,599
                                                                       ====================
         Amount representing interest                                                                  4,217
                                                                                            -------------------
         Present value of net minimum lease payments                                                 $13,382
                                                                                            ===================

Property and equipment  includes the following  amounts for capital leases as of
December 31:

                                                                              2002                 2001
                                                                       -------------------- -------------------

         Equipment                                                              $58,765              $44,075
         Less accumulated amortization                                           42,211               31,024
                                                                       -------------------- -------------------
                                                                                $16,554              $13,051
                                                                       ==================== ===================
</TABLE>

Amortization  of these  assets,  computed by the  straight-line  method over the
lesser  of the life of the  asset  or the  term of the  lease,  is  included  in
depreciation and amortization expense.

<PAGE>

                      Diversified Product Inspections, Inc.

             Notes to Consolidated Financial Statements (continued)



6.       INCOME TAXES

For tax purposes the Company has net operating loss ("NOL") carryovers which are
available  to offset  future  taxable  income.  These NOL  carryovers  expire as
follows:
<TABLE>
<CAPTION>


                                                                         NOL CARRYOVER
                                                 --------------------------------------------------------------
               YEAR               YEAR OF
             GENERATED           EXPIRATION              PARENT              SUBSIDIARY            TOTAL
        -------------------- ------------------- ----------------------- -------------------- -----------------
<S>            <C>                 <C>                  <C>                   <C>                   <C>

               1995                 2010                  $ 10,943           $           -        $    10,943
               1996                 2011                     1,704                       -              1,704
               1997                 2012                     1,979                       -              1,979
               1998                 2018                    99,100                       -             99,100
               1999                 2019                   109,805                       -            109,805
               2000                 2020                   108,786                  96,462            205,248
               2001                 2021                         -                 436,265            436,265
               2002                 2022                         -                  63,382             63,382
                                                 ----------------------- -------------------- -----------------
                                                          $332,317                $596,109           $928,426
                                                 ======================= ==================== =================

</TABLE>

The amount of future taxable income which may be offset by NOL carryovers of the
parent is limited  due to the change of  ownership  associated  with the reverse
merger which occurred in March 2001 and is estimated to be approximately $21,000
annually.

Deferred  income  taxes  reflect  the net tax effects of  temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's  deferred tax assets and liabilities are as follows as of December
31:
<TABLE>
<CAPTION>

                                                                                2002                 2001
<S>                                                                             <C>                  <C>
                                                                        --------------------- --------------------
   Deferred tax assets:
     NOL carryovers                                                             $355,494              $313,586
     Expenses not currently deductible                                           172,817               171,328
     Reserve for doubtful accounts                                                14,933                 6,453
     Book over tax depreciation                                                    8,422                     -
     Other                                                                           523                   437
                                                                        --------------------- --------------------
                                                                                 552,189               491,804
     Valuation allowance for deferred tax assets                                (552,189)             (487,338)
                                                                        --------------------- --------------------
   Net deferred tax assets                                                             -                 4,466
   Deferred tax liability - tax over book depreciation                                 -                 4,466
                                                                        --------------------- --------------------
   Net deferred tax assets                                                 $           -         $           -
                                                                        ===================== ====================

The  valuation  allowance  was increased by $64,851 in 2002 and $285,357 in 2001
due to increases in deferred tax assets for which realization is not probable.


</TABLE>

<PAGE>

                      Diversified Product Inspections, Inc.

             Notes to Consolidated Financial Statements (continued)



7.       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.  Diluted earnings per share reflect,  in periods
in which they have a dilutive effect,  the effect of common shares issuable upon
the exercise of stock  warrants,  using the  treasury  stock method of computing
such effects and  contingent  shares,  or conversion of  convertible  debt. As a
result of the Company's losses, the effect of the outstanding stock warrants and
convertible  debt has an  antidilutive  effect and there is no diluted  loss per
share.

The following  table sets forth the  computation of basic loss per share for the
year ended December 31:

                                        2002                       2001
                              ------------------------- -----------------------

 Net loss                            $   (149,570)             $   (425,609)
 Average shares outstanding            14,749,249                13,997,467
                              ------------------------- -----------------------
 Basic loss per share                      $(0.01)                   $(0.03)
                              ========================= =======================

8.       RELATED PARTY TRANSACTION

During December 2001, the Company was advanced $18,000 from a stockholder of the
Company.  This advance is noninterest bearing, and there are no stated repayment
terms. During 2002, $4,000 was repaid, leaving an outstanding balance of $14,000
as of December 31, 2002.

9.       EMPLOYEE STOCK OPTIONS

On November 4, 2002,  the  Company  issued  stock  options to two  employees  to
purchase  250,000  shares each of the  Company's  stock at an exercise  price of
$0.11 which  equaled  120% of the  closing  bid price at the grant  date.  These
options vest at the rate of 20% annually  beginning at the grant date and expire
upon termination of employment.  Additionally, on November 25, 2002, the Company
issued stock options equally to substantially  all employees to purchase a total
of 28,000  shares of the  Company's  stock at an  exercise  price of $0.18 which
equaled  120% of the  closing  bid  price at the  grant  date.  Accordingly,  at
December 31, 2002, there were 128,000 stock options exercisable related to these
issuances.  The  Company  has  elected to account  for the stock  options  under
Accounting  Principles  Board  Opinion No. 25,  Accounting  for Stock  Issued to
Employees.  Accordingly,  no compensation expense has been recognized for theses
stock options.  Had  compensation  expense for the stock options been determined
based on the fair value of the  options at the grant  date  consistent  with the
methodology   prescribed  under  Statement  of  Financial   Standards  No.  123,
Accounting for Stock Based  Compensation,  the effect on the Company's  reported
operating results would not have been significant.

10.      CONTINGENCIES

The Company is  currently in dispute  with an attorney  regarding  approximately
$40,000 in billed professional fees, which the Company contends it does not owe.
The  ultimate  outcome  of  this  matter  is  not  presently   determinable  and
accordingly,  no  amounts  have  been  recorded  in the  accompanying  financial
statements.


<PAGE>

                      Diversified Product Inspections, Inc.

             Notes to Consolidated Financial Statements (continued)



11.      CONTINUING OPERATIONS

As shown in the accompanying financial statements, the Company had net losses of
$149,570 in 2002 and $425,609 in 2001 and  liabilities  which  exceed  assets at
December 31, 2002.  These  factors,  among  others,  indicate the Company may 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.  Management
believes operating results will continue to improve and any additional cash flow
needs will be facilitated through the $3,000,000 equity line of credit discussed
in Note 3.

<PAGE>




                           CERTIFICATIONS PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Annual Report of Diversified Product Inspections, Inc.
(the  "Company")  on  Form  10-KSB  for the period ending December 31, 2002, as
filed  with  the  Securities  and  Exchange  Commission  on the date hereof (the
"Report"),  the undersigned, Chief Executive Officer and Chief Financial Officer
of  the  Company,  certifies,  pursuant  to  18  U.S.C. Section 1350, as adopted
pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act  of  2002,  that:

(1)  The Report fully complies with the requirements of section 3(a) or 15(d) of
     the  Securities  and  Exchange  Act  of  1934;  and

(2)  The  information  contained  in the Report fairly presents, in all material
     respects, the financial condition and results of operations of the Company.



                         /s/ John Van-Zyll
                         ______________________________________
                         By: John Van-Zyll
                         Chief Executive Officer/Chief Financial Officer
                         March 26, 2003


<PAGE>

                            CERTIFICATION PURSUANT TO
                            -------------------------
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
                  ---------------------------------------------

     I,  John Van-Zyll,  certify  that:

     1.     I  have  reviewed  this  Annual Report on Form 10-KSB of
Diversified Product Inspections,  Inc.

     2.     Based  on  my  knowledge, this quarterly report does not contain any
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 such
statements  were made, not misleading with respect to the period covered by this
quarterly  report;

     3.     Based on my knowledge, the financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

     4.     The registrant's other certifying officers and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

     a) designed such disclosure controls and procedures to ensure that material
information  relating  to  the  registrant, is made known to us by others within
those entities, particularly during the period in which this quarterly report is
being  prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

     c)  presented  in  this  quarterly  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

     5.     The  registrant's  other  certifying  officers and I have disclosed,
based  on our most recent evaluation, to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent  function):

     a)  all  significant  deficiencies  in  the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

     b)  any  fraud,  whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

     6.     The  registrant's  other certifying officers and I have indicated in
this  quarterly report whether or not there were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.

Date:  March 26, 2003
                         /s/ John Van-Zyll
                         ______________________________________________
                         By: John Van-Zyll
                         Chief Executive Officer/Chief Financial Officer

<PAGE>