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, 2005

[_]   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.)

1059 East Tri-County Blvd., Oliver Springs, TN                      37840
----------------------------------------------                   ---------
(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:

<PAGE>

                          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: $1,927,598

      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 24, 2006 ($.085) was $403,686. For purposes of the computation we consider
all directors and holders of 10% or more of our common stock to be affiliates.
Therefore, the number of shares of our common stock held by non-affiliates as of
March 27, 2006 was 4,749,247.

      As of March 27, 2006, there were 19,634,821 shares of common stock, $0.01
par value, issued and outstanding.

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


                                       2
<PAGE>

Item 1. Description of Business.

      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.

Corporate Background

      We were organized as Fairfax Group, Inc. under the laws of the State of
Florida on April 23, 1998. We became the successor to Fairfax Group, Inc., a
Nevada corporation ("Fairfax Nevada") as a result of a merger consummated on
September 8, 1998. Prior to the merger, Fairfax Nevada had never engaged in any
substantive commercial business or other business operations, but had a
shareholder base of approximately 500 shareholders. Unless the context otherwise
requires, all references to the "Company" "we" "our" and other similar terms
means the corporation originally incorporated under the name Fairfax Group, Inc.
in Florida.

      On March 6, 2001, we, 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 to us all of the issued and outstanding shares of common stock of
Diversified Product Investigations, Inc. in exchange for 10,332,420 shares of
our common stock. The reorganization was accounted for as a reverse acquisition.

      Simultaneously with the closing of the Reorganization, the then sole
officer and director of the Company resigned his positions 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 Board and the shareholders
of the Company also approved and filed an amendment of the Company's Articles of
Incorporation in order to change the name of the Company from Fairfax Group,
Inc. to Diversified Product Inspections, Inc.


                                       3
<PAGE>

Business

      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 seven (7) state-licensed private investigators who are trained
as "Cause and Origin" investigators, two apprentice private investigators who
are not yet state-licensed, six (6) laboratory technicians and one engineer. We
also have retained five people who provide us with engineering services on a
part-time consulting basis. 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 380,000 35mm photographs, 250,000 digital photographs and other
documentation along with hundreds of videos. Generally, we conduct an on-site
forensic investigation to identify the products and materials involved in a
claim loss and to determine the cause of the failure. For smaller items, we
provide insurance adjusters with evidence collection kits and have the items
shipped to our laboratories for testing. Also, we provide in-depth indoor air
quality analysis to determine airborne contaminants that may be the causes of
"sick" buildings.

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


                                       4
<PAGE>

Marketing

      We market our product by sponsoring seminars to over 140 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 began providing
in 2004 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 and Other Investigations

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

*     In 2005 we received three requests from clients to identify product parts
      using our exemplar (sample parts) inventory. The purpose was to use our
      exemplars to identify severely burned items in connection with determining
      origins of fires. One of the requests involved a claim estimated to be $10
      million dollars. All three parts were successfully identified using our
      inventory. We believe that such success will promote future opportunities
      to provide this type of service.

*     In 2005 we provided services which assisted our clients in recovering 100%
      of their subrogation claims. A few examples were: a recovery of $6,000 as
      a result of a defective braided supply line; a recovery of $47,000 as a
      result of a defective copper supply line; and a recovery of $19,500 as a
      result of a defective vinyl supply line.

*     Our Customer Service Department conducted a survey in 2005 regarding the
      outcome of our clients' claims. We surveyed a total of 83 claims in which
      our clients sought an aggregate of $918,984. The amount recovered by our
      clients in such cases due, at least in part to our reports, was a total of
      $641,654 representing a 69.82% recovery rate. The average inspection cost
      to our clients was $250.00. Therefore, in the claims we surveyed, our
      clients spent approximately $20,750 for our services and recovered
      $641,654.


                                       5
<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. (1999)

*     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. (1996)

*     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. (1995)

*     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. (1994)


                                       6
<PAGE>

*     Chevy Silverado burns in Orlando. We were able to determine that the cause
      and origin was due to a problem in the manufacturing process 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. (1997)

*     Pedestal fan failures. We assisted a television consumer investigative
      reporter in a report concerning a line of pedestal fans marketed under the
      trade name SMC which had caused fires in the Seattle, Washington area. Our
      research department provided the reporter with information regarding
      failures of the same product in other areas of the country. (2004)

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, subject to the our satisfying certain conditions, the
investor agreed to purchase three separate tranches of debentures, each tranche
in the principal amount of $100,000 and to be payable three years after the
issue date of the debenture. The tranches were purchased in April 2002, June
2002 and October 2002, respectively. The principal amount of each of the
debentures was convertible at any time at the option of the investor into the
Company's common stock at a conversion rate equal to the lesser of (i) 110% of
the average five closing bid prices during the five trading days prior to the
issuance date of the debenture or (ii) 75% of the average of the five lowest
closing bid prices during the twenty trading days immediately prior to the
conversion date. 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 the Company's common stock based upon
the conversion rate described above.

      In connection with the sale of each tranche of the debentures, we issued
warrants to purchase 462,963 shares of our common stock at exercise prices of
$.2376, $.23 and $.088 per share, respectively. Each of the warrants is
exercisable for four years from the date each related debenture was purchased
under the agreement. The repayment of the debentures was also secured by a
pledge to the investor of an aggregate of 4,000,000 shares of common stock of
the Company owned by our majority stockholders.

      In 2004, the investor converted the entire $300,000 principal amount of
the debenture, plus accrued interest, into an aggregate of 4,173,857 shares of
the Company's common stock.

      During April 2002 we also entered into an equity line of credit investment
agreement with the investor which obligated the investor to purchase up to
$3,000,000 of our common stock at a price equal to 85% of the average trading
price of our common stock, subject to our fulfillment of certain terms and
conditions contained in the equity line of credit investment agreement. In
connection with the equity line of credit, we issued to the investor a warrant
to purchase 1,388,889 shares of our common stock exercisable at $.2376 per
share. The warrant is exercisable until April 2006. The equity line of credit
expired in April 2004 without being utilized.


                                       7
<PAGE>

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.

Recent Activities

      On December 30, 2004, we entered into a joint venture agreement with two
other companies to form Vulnerability Assessment Group ("VAG"). We have a
one-third interest in VAG. The purpose of VAG is to provide comprehensive
assessment plans to individuals, businesses, industries, organizations and
institutions of their vulnerability to terrorism, external or internal sabotage,
employee assessment and safety, product safety and chemical and biological
safety. As of December 31, 2005, VAG had no significant operations and the
Company had incurred no significant costs related to VAG.

Employees

      As of March 17, 2006, we have approximately 31 full 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.

Risk Factors

      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.

The loss of one or more of our key employees may adversely affect our growth
objectives.


                                       8
<PAGE>

      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. VanZyll, 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 issue additional shares of our common stock which would reduce the
percent ownership of existing shareholders and also dilute the share value of
our common stock.

      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.

      Outstanding shares of our common stock that are restricted from immediate
resale, but which 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 27, 2006, we had 19,634,821 shares of our common stock issued
and outstanding. Of such shares, 13,962,454 shares of common stock were
restricted and 5,672,367 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.


                                       9
<PAGE>

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.

The application of `penny stock rules" could adversely affect the market price
of our common stock.

      Our securities are deemed to be 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.


                                       10
<PAGE>

Item 2. Properties.

      In December 2004 we purchased an approximately 45,000 square foot facility
located at 1059 East Tri-County Blvd., Oliver Springs, Tennessee 37840 which we
now use as our corporate headquarters and as our warehouse. The facility was
purchased for $800,000. The entire purchase price was financed by a mortgage
loan from a bank. The loan is repayable in monthly installments of interest only
at the rate of 6% per annum through June 2005; thereafter, in monthly
installments of $6,751 through May 2010, including interest at 6% per annum,
with the remaining balance due June 2010.


Item 3. Legal Proceedings.

      On August 23, 2005, Oak Ridge City Center, LLC, the lessor of our former
corporate headquarters located at 3 East Main Street, Oak Ridge, Tennessee,
commenced a lawsuit against the Company in the General Sessions Court in
Anderson County, Tennessee. The basis of the lawsuit is an alleged breach of a
commercial lease agreement dated December 19, 2000. The plaintiff is seeking
damages in the principal amount of $281,048.04, plus any applicable interest,
costs and attorney fees. Management believes the Company has satisfied separate
termination arrangements made with the lessor and suspended lease payments
beginning in April 2005. The trial in this cause is presently scheduled to be
held on April 19, 2006. A reasonable estimate of any possible future liability
related to this lawsuit is not presently determinable, and accordingly, the
Company has not recorded on its balance sheet as of December 31, 2005 a
liability related to this matter.

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

Item 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.


                                     PART II


Item 5. Market for Common Equity, Related Stockholders Matters and Small
Business Issuer Purchases of Equity Securities.

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.


                                       11
<PAGE>

                                                            Common Stock
                                                        High Bid        Low Bid
                                                         ------          ------
First Quarter 2004                                      $ 0.50          $ 0.28
Second Quarter 2004                                     $ 0.49          $ 0.28
Third Quarter 2004                                      $ 0.47          $ 0.13
Fourth Quarter 2004                                     $ 0.28          $ 0.12

First Quarter 2005                                      $ 0.23          $ 0.13
Second Quarter 2005                                     $ 0.15          $ 0.11
Third Quarter 2005                                      $ 0.125         $ 0.09
Fourth Quarter 2005                                     $ 0.10          $ 0.075

Security Holders

            At March 27, 2006 there were 19,634,821 shares our common stock
outstanding which were held by approximately 524 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

On October 19, 2005 the Company issued an aggregate of 144,227 shares of its
Common Stock to an employee for services performed during the quarter ended
September 30, 2005. On January 17, 2006 the Company issued an aggregate of
243,633 shares of its Common Stock to the same employee for services performed
during the quarter ended December 31, 2006. The issuances were exempt from the
registration requirements under the Securities Act of 1933, as amended (the
"Act") by virtue of an exemption provided under Section 4(2) of the Act for
transactions not involving a public offering. No other equity securities were
issued by the Company during the quarter ended December 31, 2005.

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 pursuing claims to which they have become subrogated. Subrogation


                                       12
<PAGE>

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
our clients' investigations. Additionally, we provide for the storage of
evidence collected during an investigation, until our customer requests that it
be disposed.

Critical Accounting Policies

      Our significant accounting policies are discussed in Note 1 to the
financial statements. We consider the following accounting policies to be the
most critical:

      o     Revenue Recognition - We recognize inspection report revenue when
            the earnings process is completed. This typically occurs after our
            final written report has been reviewed, approved and submitted. Once
            the final report has been approved by management and submitted to
            the customer, we have no further obligation to the customer in
            regards to this matter. We recognize our storage fee revenue on a
            pro-rata basis as earned.

      o     Stock Options - We account for our stock options under the intrinsic
            value method in accordance with Accounting Principles Board Opinion
            No. 25, "Accounting for Stock Issued to Employees" and related
            interpretations. We have adopted the disclosure-only provisions of
            the Financial Accounting Standards Board ("FASB") Statement No.123,
            "Accounting for Stock Based Compensation" as amended by FASB
            Statement No. 148, "Accounting for Stock-Based Compensation -
            Transition and Disclosure".

      o     Property and Equipment - Our property and equipment is recorded at
            cost and depreciation is computed using the straight-line method
            over the estimated useful lives of the assets. We charge repairs and
            maintenance to expense as it is incurred.

      o     Estimates - The preparation of financial statements requires us to
            make estimates and judgments that affect the reported amounts of
            assets and liabilities and the disclosure of contingent assets and
            liabilities at the date of the financial statements and the reported
            amounts of revenues and expenses during the reported periods. We
            base our estimates and judgments on historical experience and on
            various other factors that we believe to be reasonable under the
            circumstances, the results of which form the basis for making
            judgments about the carrying values of assets and liabilities that
            are not readily apparent from other sources. There can be no
            assurances that actual results will not differ from those estimates.
            On an ongoing basis, we evaluate our accounting policies and
            disclosure practices. In our opinion, the critical accounting
            estimates which are more complex in nature and require a higher
            degree of judgment include the estimation of deferred revenue, the
            determination of the reserve for doubtful accounts and any valuation
            allowance that might be needed related to our deferred income tax
            assets.


                                       13
<PAGE>

Results of Operations for the Fiscal Year Ended December 31, 2005 as Compared to
the Fiscal Year Ended December 31, 2004

Our revenues for 2005 decreased $166,485 or 8.0% to $1,927,598 from $2,094,083
in 2004. This decrease is primarily due to our move to a new office and
warehouse location during the first quarter that caused us to miss inspection
services during the location transition and created inspection backlogs as we
orientated to our new facilities. During the second quarter we saw a temporary
decrease in the overall number of inspection referrals. However, a third quarter
price increase and increased referrals yielded a 31% increase in comparable
sales for the fourth quarter. In addition, we had $96,412 of use agreement
revenues in 2004 that were not recognized in 2005 due to disagreements with our
customer over contractual terms.

Our total operating expenses for 2005 were $1,995,684, a decrease of $32,550 or
1.6% compared to the same period in 2004. Our salary expense increased by
$59,857, or 5.3%, primarily due to moving certain contracted services in-house
during 2005 as evidenced by the offsetting decrease of $50,677 or 29.7% in
professional fees. Rent expense for 2005 decreased by $157,500 or 75.0% as a
result of the elimination of rent associated with our previous office and
warehouse facilities at the beginning of the second quarter, partially offset by
increases in depreciation and general and administrative costs associated with
our move to a new location totaling $118,806 or 34.4% compared to same period in
2004.

Interest expense for 2005 increased $39,187 or 196.9% to $59,087 from $19,900 in
2004 mainly due to the new debt associated with the purchase of our new office
and warehouse facility.

Net loss for 2005 was $95,188 or $0.00 per share compared to a 2004 net income
of $27,777 or $0.00 mainly reflecting the temporary decline in revenues during
the first two quarters of 2005, as previously discussed.

Results of Operations for the Fiscal Year Ended December 31, 2004 as Compared to
the Fiscal Year Ended December 31, 2003

Our revenues for 2004 decreased $338,313 or 13.9% to $2,094,083 from $2,432,396
in 2003. This decrease is primarily due to a significant spike in revenues
during the third quarter of 2003, followed by a 2004 trend of insurers having
less subrogated claims as a result of homeowners filing fewer insurance claims
due to fears of increased insurance rates or policy cancellation. We offset this
decrease somewhat during the periods with our use agreement revenues. Under the
terms of our use agreement, the user was allowed exclusive use of certain of our
research data on product failure or failure patterns and quarterly updates of
such data in exchange for an annual fee of $100,000; however, this use agreement
was terminated effective December 2004.


                                       14
<PAGE>

Our total operating expenses for 2004 were $2,028,234, a decrease of $35,278, or
approximately 1.7% compared to the same period in 2003. Salary expense decreased
by $17,919, or approximately 1.6%, primarily due to our efforts to reduce
personnel to a level more appropriate for 2004 revenues. In total, other
operating expenses for 2004 remained relatively consistent with 2003 with an
increase in professional fees of $44,203, mainly due to higher legal costs,
offset somewhat by reductions in other operating expense classifications.

Interest expense for 2004 decreased $9,850 or 33.1% to $19,900 from $29,750 in
2003 mainly due to the retirement of higher interest lines of credit in 2003 and
early payoff of notes payable in 2004.

During 2002, the Company incurred $191,393 in deferred stock issuance costs
associated with the establishment of an equity line of credit. This amount was
reported as a component of our stockholders deficit at December 31, 2002,
pending future funding under this agreement. During 2003 our financial condition
improved significantly and we determined we would not utilize this equity line
of credit. Accordingly, we expensed these deferred stock issuance costs in 2003.
No such cost existed in 2004.

During 2003, mainly due to the significant improvement in earnings trend, the
Company reversed its valuation allowance for deferred tax assets and recognized
a deferred tax benefit of $420,574. Deferred tax expense recognized in 2004
approximated the federal and state statutory rates.

Net income for 2004 was $27,777 or $0.00 per share compared to a 2003 net income
of $568,315 or $0.04 reflecting the 2004 decline in revenues and operating
results, and the 2003 recognition of the deferred tax benefit partially offset
by the write-off of deferred stock issuance costs as previously discussed.

Liquidity and Capital Resources

During 2005, our cash decreased by $131,155 mainly due to funding of operating
losses previously discussed. We believe the losses incurred during the first two
quarters of 2005 are temporary and that we should have sufficient cash provided
by ongoing operating activities to meet our on future operating needs. During
2004, our operations provided positive cash flow that allowed us to pay off
previously existing lines of credit and notes payable, purchase property and
equipment and increase our cash on hand by $31,639.

Investing and financing activities for 2005 reflect borrowings of $52,094 on our
line of credit and purchases of $90,156 of building improvements and equipment.
Additionally, during 2004, our investing and financing activities reflect new
borrowings of $800,000 to purchase our new office and warehouse space.

Impact of Inflation

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


                                       15
<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.


                                       16
<PAGE>

Item 7. Financial Statements. Index to Financial Statements

                     Years ended December 31, 2005 and 2004
                                                                     Page Number

Report of Independent Registered Public Accounting Firm..................F-1

Audited Financial Statements

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

Statements of Operations.................................................F-4

Statements of Stockholders' Equity.......................................F-5

Statements of Cash Flows.................................................F-6

Notes to Financial Statements............................................F-7


                                       17
<PAGE>

             Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Diversified Product Inspections, Inc.


We have audited the accompanying balance sheets of Diversified Product
Inspections, Inc. (the "Company"), as of December 31, 2005 and 2004, and the
related statements of operation, stockholders' 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 the standards of the Public Company
Accounting Oversight Board (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. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. 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 financial statements referred to above present fairly, in all
material respects, the financial position of Diversified Product Inspections,
Inc. as of December 31, 2005 and 2004, and the 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.



Knoxville, Tennessee
January 26, 2006


                                       F-1
<PAGE>

                      Diversified Product Inspections, Inc.

                                 Balance Sheets

<TABLE>
<CAPTION>
                                                                       December 31
                                                                   2005          2004
                                                               -----------    -----------
                                                                               (Restated)
<S>                                                            <C>            <C>
Assets
Current assets:
   Cash                                                        $   196,893    $   328,048
   Accounts receivable, net of reserve for doubtful accounts
     of $25,000 in 2005 and 2004                                   279,085        146,272
   Current portion of deferred income taxes                         59,433         58,288
   Prepaid expenses and other current assets                           940         13,007
                                                               -----------    -----------
 Total current assets                                              536,351        545,615

Property and equipment:
   Land                                                            150,000             --
   Building and building improvements                              735,318             --
   Equipment, furniture and fixtures                               402,771        336,208
   Vehicles                                                         71,512         88,200
   Leasehold improvements                                               --         22,727
                                                               -----------    -----------
                                                                 1,359,601        447,135
   Less accumulated depreciation and amortization                  325,108        278,030
                                                               -----------    -----------
   Net property and equipment presently used in operations
                                                                 1,034,493        169,105
   Land, building and improvements not presently used
     in operations                                                      --        836,318
                                                               -----------    -----------
Net property and equipment                                       1,034,493      1,005,423

Other assets                                                         5,000             --
Deferred income taxes, less current portion                        405,586        374,746

                                                               -----------    -----------
Total assets                                                   $ 1,981,430    $ 1,925,784
                                                               ===========    ===========
</TABLE>

                                       F-2
<PAGE>

<TABLE>
<CAPTION>
                                                                       December 31
                                                                   2005          2004
                                                               -----------    -----------
                                                                               (Restated)
<S>                                                            <C>            <C>
Liabilities and stockholders' equity:
Current liabilities:
   Line of credit                                              $    52,094    $        --
   Accounts payable and accrued expenses                            67,174         44,026
   Accrued salaries                                                 21,103         29,019
   Deferred revenue                                                130,000         80,000
   Current portion of long-term debt                                42,496         25,248
   Current portion of capital lease obligations                      3,094             --
                                                               -----------    -----------
Total current liabilities                                          315,961        178,293

Long-term debt, less current portion                               763,097        804,021
Capital lease obligations, less current portion                      5,653             --
                                                               -----------    -----------
Total liabilities                                                1,084,711        982,314

Stockholders' equity:
   Common stock:
     Par value--$0.01 per share
     Authorized shares--50,000,000
     Issued and outstanding shares--19,634,821 in 2005
       and 19,135,314 in 2004                                      196,348        191,353
   Additional paid-in capital                                    1,958,578      1,915,136
   Accumulated deficit                                          (1,258,207)    (1,163,019)
                                                               -----------    -----------
 Net stockholders' equity                                          896,719        943,470



                                                               -----------    -----------
Total liabilities and stockholders' equity                     $ 1,981,430    $ 1,925,784
                                                               ===========    ===========
</TABLE>

See accompanying Notes to Financial Statements.


                                       F-3
<PAGE>

                      Diversified Product Inspections, Inc.

                            Statements of Operations

                                             Year ended December 31
                                             2005              2004
                                          -----------      -----------
Revenues:
   Inspections                            $ 1,672,848      $ 1,790,473
   Storage fees                               254,750          207,198
   Use agreement                                   --           96,412
                                          -----------      -----------
Total revenues                              1,927,598        2,094,083

Operating expenses:
   Salaries and related benefits            1,195,818        1,135,961
   Professional fees                          119,699          170,376
   Rent                                        52,500          210,000
   Shipping and handling costs                164,182          167,218
   Depreciation and amortization               70,345           55,977
   Other general and administrative           393,140          288,702
                                          -----------      -----------
Total operating expenses                    1,995,684        2,028,234
                                          -----------      -----------
Operating (loss) income                       (68,086)          65,849

Interest expense                               59,087           19,900
                                          -----------      -----------

(Loss) income before income taxes            (127,173)          45,949

Deferred income tax benefit (expense)          31,985          (18,172)
                                          -----------      -----------
Net (loss) income                         $   (95,188)     $    27,777
                                          ===========      ===========

(Loss) earnings per share:
   Basic                                  $     (0.00)     $      0.00
                                          ===========      ===========
   Diluted                                $     (0.00)     $      0.00
                                          ===========      ===========

See accompanying Notes to Financial Statements.


                                       F-4
<PAGE>

                      Diversified Product Inspections, Inc.

                       Statements of Stockholders' Equity

<TABLE>
<CAPTION>
                                             Number of
                                               Shares                       Additional                          Net
                                             Issued and       Common          Paid-in      Accumulated      Stockholders'
                                            Outstanding       Stock           Capital         Deficit          Equity
                                             ----------     -----------     -----------     -----------      -----------
<S>                                          <C>            <C>             <C>             <C>              <C>
Balance at January 1, 2004, as
   previously reported                       14,961,457     $   149,615     $ 1,620,328     $(1,141,428)     $   628,515
     Prior period adjustment                         --              --              --         (49,368)         (49,368)
                                             ----------     -----------     -----------     -----------      -----------
Balance at January 1, 2004, as restated      14,961,457         149,615       1,620,328      (1,190,796)         579,147
   Stock issued for convertible debt          4,173,857          41,738         294,808              --          336,546
   Net income for 2004                               --              --              --          27,777           27,777
                                             ----------     -----------     -----------     -----------      -----------
 Balance at December 31, 2004                19,135,314         191,353       1,915,136      (1,163,019)         943,470
   Stock issued for services                    499,507           4,995          43,442              --           48,437
   Net loss for 2005                                 --              --              --         (95,188)         (95,188)
                                             ----------     -----------     -----------     -----------      -----------
Balance at December 31, 2005                 19,634,821     $   196,348     $ 1,958,578     $(1,258,207)     $   896,719
                                             ==========     ===========     ===========     ===========      ===========
</TABLE>

See accompanying Notes to Financial Statements.


                                       F-5
<PAGE>

                      Diversified Product Inspections, Inc.

                            Statements of Cash Flows

<TABLE>
<CAPTION>
                                                            Year ended December 31
                                                             2005            2004
                                                           ---------      ---------
<S>                                                        <C>            <C>
Operating activities
Net (loss) income                                          $ (95,188)     $  27,777
Adjustments to reconcile net (loss) income to net cash
   (used in) provided by operating activities:
     Deferred income tax (benefit) expense                   (31,985)        18,172
     Provision for bad debt                                       --        (10,000)
     Stock issued for services                                48,437             --
     Depreciation                                             68,569         54,141
     Amortization                                              1,776          1,836
     Gain on sale of vehicles                                   (654)        (1,601)
     Changes in operating assets and liabilities:
       Accounts and other receivables                       (132,813)       179,821
       Prepaid expenses and other assets                       7,067         (7,266)
       Accounts payable and accrued expenses                  23,148        (62,391)
       Accrued salaries                                       (7,916)        14,574
       Deferred revenue                                       50,000        (91,667)
                                                           ---------      ---------
Net cash (used in) provided by operating activities          (69,559)       123,396

Investing activities
Proceeds from disposal of assets                               2,050         20,973
Purchases of property and equipment                          (90,156)      (880,427)
                                                           ---------      ---------
Net cash used in investing activities                        (88,106)      (859,454)

Financing activities
Proceeds from line of credit                                  52,094             --
Proceeds from long-term debt                                      --        800,000
Principal payments on notes payable and capital lease
   obligations                                               (25,584)       (32,303)
                                                           ---------      ---------
Net cash provided by financing activities                     26,510        767,697
                                                           ---------      ---------

Net (decrease) increase in cash                             (131,155)        31,639

Cash at beginning of year                                    328,048        296,409
                                                           ---------      ---------
Cash at end of year                                        $ 196,893      $ 328,048
                                                           =========      =========

Supplemental disclosures of cash flow information
Cash paid for interest                                     $  59,087      $   5,855

Supplemental disclosures of noncash activity
Equipment purchases financed by capital lease              $  10,655      $      --
Convertible debt and related accrued interest
   converted to stock                                             --        336,546
</TABLE>

See accompanying Notes to Financial Statements.

                                       F-6
<PAGE>

                      Diversified Product Inspections, Inc.

                          Notes to Financial Statements

                                December 31, 2005

1. Significant Accounting Policies

Description of Business

Diversified Product Inspections, Inc. (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. After an investigation is complete, the Company issues an
inspection report related to the product failure. 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 18%, 18%
and 10% in 2005 and 25%, 13% and 10% in 2004 of total revenues.

Revenue Recognition

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

The Company recognizes storage fee revenue on a pro-rata basis as earned.

Advertising Costs

Advertising costs are expensed as incurred and totaled $9,701 in 2005 and
$28,321 in 2004.

Accounts Receivable

One customer accounts for 22% of total accounts receivable at December 31, 2005
and 44% of total accounts receivable at December 31, 2004. 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.


                                       F-7
<PAGE>

                      Diversified Product Inspections, Inc.

                    Notes to Financial Statements (continued)



1.       Significant Accounting Policies (continued)

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:

      Building                                                  39 years
      Equipment, furniture and fixtures                        3-7 years
      Vehicles                                                   5 years
      Leasehold improvements                                     3 years

During December 2004, the Company purchased land and a building to serve as the
Company's office and warehouse. At December 31, 2004, this property was not yet
being used in the Company's operations. During 2005, the Company moved its
office and warehouse to this new location.

Stock Options

The Company accounts for its stock options under the intrinsic value method in
accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock
Issued to Employees, ("APB 25") and related interpretations. The Company has
adopted the disclosure-only provisions of the Financial Accounting Standards
Board ("FASB") Statement No. 123, Accounting for Stock-Based Compensation ("FAS
123") as amended by FASB Statement No. 148, Accounting for Stock-Based
Compensation - Transition and Disclosure ("FAS 148"). Had the Company elected to
adopt the fair value recognition provisions of FAS 123, pro forma net income and
earnings per share would be as follows for the years ended December 31:

                                                      2005             2004
                                                   ----------       ----------
      Net (loss) income, as reported               $  (95,188)      $   27,777
      Employee compensation, net of tax                25,861           25,861
                                                   ----------       ----------
      Pro forma net (loss) income                  $ (121,049)      $    1,916
                                                   ==========       ==========

      (Loss) earnings per share:
        Basic, as reported                         $    (0.00)      $     0.00
                                                   ==========       ==========
        Diluted, as reported                       $    (0.00)      $     0.00
                                                   ==========       ==========
        Basic, pro forma                           $    (0.00)      $     0.00
                                                   ==========       ==========
        Diluted, pro forma                         $    (0.00)      $     0.00
                                                   ==========       ==========


                                       F-8
<PAGE>

                      Diversified Product Inspections, Inc.

                    Notes to Financial Statements (continued)

1. Significant Accounting Policies (continued)

Stock Options (continued)

During December 2004, the FASB revised FAS 123. This revision eliminates the
alternative to use APB 25's intrinsic value method that was previously provided
under FAS 123 and requires companies to recognize the cost of employee services
received in exchange for awards of equity instruments, such as stock options,
based on the grant-date fair value of those awards. This revision is effective
for the Company as of January 1, 2006.

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 principles
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.

2. 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. The debentures accrued 6%
cumulative interest. During April, June and October 2002, the Company received
each of its $100,000 tranches under the terms of the agreement. In 2004, the
Investor exercised its right and converted this $300,000 of debt, plus accrued
interest, into 4,173,857 shares of the Company's common stock in accordance with
the terms of the related agreement.

Upon funding of the first tranche in April 2002, 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. As such, the
Company issued warrants to the Investor to purchase an additional 462,963 shares
of stock at an exercise price of $0.2376, 462,963 shares of stock at an exercise
price of $0.23, and 462,963 shares of stock at an exercise price of $0.088, on
each of the tranche dates. These warrants expire in April, June and October of
2006, respectfully.


                                       F-9
<PAGE>

                      Diversified Product Inspections, Inc.

                    Notes to Financial Statements (continued)

2. 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 that provided for the purchase of shares
of the Company's common stock. The effective date of this equity line of credit
investment agreement was October 2002 and it expired in April 2004. Under the
terms of the equity line of credit investment agreement, the Company issued
warrants enabling the Investor to purchase 1,388,889 shares of stock at an
exercise price of $0.2376 per share, which was above the trading value of the
stock at the date the warrants were issued. These warrants expire in April 2006.

As a result of the warrants related to the convertible debt and equity line of
credit discussed above and the employee stock options discussed in Note 7, the
Company has reserved 10,779,778 shares of common stock for future issuance.

3. Line of Credit and Long-Term Debt

The Company borrows funds under a $100,000 revolving line of credit agreement
entered into during 2005 with a financial institution. Under the terms of this
agreement, any borrowings bear interest at the financial institution's prime
rate (7.25% at December 31, 2005) and is secured by the Company's land and
building. This line of credit is due on demand.

Long-term debt is summarized as follows as of December 31:

<TABLE>
<CAPTION>
                                                                          2005           2004
                                                                        --------       --------
<S>                                                                     <C>            <C>
      Note payable, secured by land and a building, due in
        monthly installments of $6,751 through May 2010,
        including interest at 6%, with the remaining balance
        due June 2010
                                                                        $785,331       $800,000
      Note payable, secured by a vehicle, due in monthly
        installments of $665, including interest at 11.21%,
        through February 2009
                                                                          20,262         25,643
      Notes payable repaid in 2005                                            --          3,626
                                                                        --------       --------
                                                                         805,593        829,269
      Less portion classified as current                                  42,496         25,248
                                                                        --------       --------
      Long-term portion                                                 $763,097       $804,021
                                                                        ========       ========
</TABLE>

Land and building securing the line of credit and note payable has a carrying
amount of $868,035 at December 31, 2005. Vehicle securing note payable has a
carrying amount of $18,195.

Aggregate maturities of the Company's long-term debt as of December 31, 2005,
are as follows:

      2006                                                             $  42,496
      2007                                                                43,784
      2008                                                                46,861
      2009                                                                42,500
      2010                                                               629,952
                                                                       ---------
                                                                       $ 805,593
                                                                       =========


                                      F-10
<PAGE>

                      Diversified Product Inspections, Inc.

                    Notes to Financial Statements (continued)

4. Lease Obligations

During 2005, the Company relocated its office and warehouse from a leased
facility to its new facility. Concurrently, the Company began negotiating for an
early termination of its lease agreement, which originally expired on December
31, 2005 and provided for monthly payments of $18,125. Management believes the
Company has satisfied separate termination arrangements made with the lessor and
suspended lease payments beginning in April 2005. Subsequently, the lessor filed
a lawsuit against the Company claiming breach of contract. A reasonable estimate
of any possible future liability related to this lawsuit is not presently
determinable, and accordingly, the Company has not recorded a liability related
to this matter.

During 2005, the Company purchased $10,655 of equipment under an agreement
classified as a capital lease. Also, certain equipment is leased under
agreements classified as operating leases. Future minimum payments for these
leases, by year and in the aggregate, consist of the following as of December
31, 2005:

                                                         Capital      Operating
                                                        --------      --------

      2006                                              $  4,954      $ 11,312
      2007                                                 4,954        11,312
      2008                                                 2,065         5,656
                                                        --------      --------
      Total minimum lease payments                        11,973      $ 28,280
                                                                      ========
      Amount representing interest                         3,226
                                                        --------
      Present value of minimum lease payments
        (including $3,094 classified as current)        $  8,747
                                                        ========

Property and equipment includes the following amounts for capital leases as of
December 31, 2005:

       Equipment                                        $ 10,655
       Less accumulated depreciation                       1,776
                                                        --------
       Net equipment under capital lease                $  8,879
                                                        ========

Amortization of this asset, computed by the straight-line method over the term
of the lease, is included in depreciation and amortization expense.

5. Concentration of Risk

Periodically, the Company has cash on deposits with financial institutions which
exceed Federal Deposit Insurance Corporation ("FDIC") limits. Balances in excess
of the insurance limits are subject to the risk the financial institution will
not pay upon demand. At December 31, 2005, the Company's balances on hand with
financial institutions exceed the FDIC coverage by approximately $34,000.


                                      F-11
<PAGE>

                      Diversified Product Inspections, Inc.

                    Notes to 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:

          Year           Year of                  NOL
       Generated        Expiration             Carryover
      ----------- ----------------------- ------------------

         1995              2010                  10,943
         1996              2011                   1,704
         1997              2012                   1,979
         1998              2018                  99,100
         1999              2019                 109,805
         2000              2020                 108,786
         2001              2021                  88,508
         2002              2022                 114,597
         2004              2024                  53,238
         2005              2025                  58,028
                                              ---------
                                              $ 646,688
                                              =========

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>
                                                                      2005             2004
                                                                   -----------      -----------
                                                                                     (Restated)
<S>                                                                <C>              <C>
      Deferred tax assets:
        NOL carryovers                                             $   247,617      $   228,697
        Deferred revenue                                                49,777           30,632
        Expenses not currently deductible                              172,817          172,817
        Reserve for doubtful accounts                                    9,573            9,573
        Other                                                              523              523
                                                                   -----------      -----------
      Net deferred tax assets                                          480,307          442,242
      Deferred tax liability - tax over book depreciation              (15,288)          (9,208)
                                                                   -----------      -----------
      Net deferred tax assets (including $59,433 in 2005
        and $58,288 in 2004 classified as current)                 $   465,019      $   433,034
                                                                   ===========      ===========
</TABLE>

The ultimate realization of these assets is dependent upon the generation of
future taxable income sufficient to offset the related deductions and NOL
carryovers within the applicable carryover periods as previously described.
Management has determined that generation of such income is more likely than
not. Accordingly, there is no valuation allowance as of December 31, 2005 or
2004.


                                      F-12
<PAGE>

                      Diversified Product Inspections, Inc.

                    Notes to Financial Statements (continued)

6.   Income Taxes (continued)

The reconciliation of income tax (benefit) expense attributable to continuing
operations computed at the U.S. federal statutory tax rates to the income tax
benefit recorded is as follows for the years ended December 31:

                                                      2005              2004
                                                    ----------       ----------

      Income tax (benefit) expense at U.S.
        statutory rates of 34%                      $  (43,239)      $   15,622
      Effect of permanent differences                    3,117            2,237
      Other                                              8,137              313
                                                    ==========       ==========
                                                    $  (31,985)      $   18,172
                                                    ==========       ==========

7. Employee Stock Options

The Company follows APB 25 and related interpretations in accounting for its
employee stock options. Under APB 25, because the exercise price of the
Company's employee stock options is equal to or greater than the market price of
the underlying stock on the grant date, no compensation expense is generally
recognized.

Pro forma information regarding net income, as presented in Note 1, is required
by FAS 123, as amended by FAS 148, and has been determined as if the Company had
accounted for its employee stock options under the fair value method of FAS 123.
The fair value for these options, which were issued in 2002, was estimated using
a Black-Scholes option pricing model with the following assumptions: risk-free
interest rates of 3.05%, expected lives of 5 years, expected volatility of 43.9%
and no expected dividends.

The Company has no formal stock option plan, however in November 2002, the
Company issued to employees options to acquire 8,028,000 shares of the Company's
common stock (8,000,000 of which were issued to five employees who are also
board members). These options vest at the rate of 20% annually beginning at the
grant date and expire upon termination of employment. A summary of the Company's
stock option activity, and related information for the years ended December 31
is as follows:

<TABLE>
<CAPTION>
                                                      2005                                     2004
                                         --------------------------------       ---------------------------------
                                                              Weighted                                 Weighted
                                                               Average                                 Average
                                                              Exercise                                 Exercise
                                            Options             Price               Options             Price
                                         -------------      -------------        -------------      -------------
<S>                                          <C>            <C>                      <C>            <C>
      Outstanding at beginning of year       8,015,000      $        0.11            8,028,000      $        0.11
      Forfeited                                (13,000)                --              (13,000)                --
                                         -------------      -------------        -------------      -------------
      Outstanding at end of year             8,002,000      $        0.11            8,015,000      $        0.11
                                         =============      =============        =============      =============

      Exercisable at end of year             6,402,000                               4,815,000
</TABLE>


                                      F-13
<PAGE>

                      Diversified Product Inspections, Inc.

                    Notes to Financial Statements (continued)

7. Employee Stock Options (continued)

Exercise prices for options outstanding as of December 31, 2005, range from
$0.11 (8,000,000 shares) to $0.18 (2,000 shares).

8. Earnings Per Share Data

Basic (loss) earnings per share assumes no dilution and is computed by dividing
net (loss) income available to common stockholders by the weighted average
number of common shares outstanding during each period. Diluted (loss) earnings
per share reflect, in periods in which they have a dilutive effect, the effect
of common shares issuable upon the exercise of stock options and warrants, using
the treasury stock method of computing such effects and contingent shares
related to potential conversion of convertible debt.

The following table sets forth the computation of basic (loss) earnings per
share for the years ended December 31:

<TABLE>
<CAPTION>
                                                                            2005            2004
                                                                       ------------     ------------
<S>                                                                    <C>              <C>
      Basic:
        Net (loss) income                                              $    (95,188)    $     27,777
        Average shares outstanding                                       19,258,550       15,953,692
                                                                       ------------     ------------
        Basic (loss) earnings per share                                $      (0.00)    $       0.00
                                                                       ============     ============

      Diluted:
        Net (loss) income                                              $    (95,188)    $     27,777
                                                                       ============     ============

        Average shares outstanding                                       19,258,550       15,953,692
        Effect of dilutive stock options and warrants -
          based on treasury stock method                                    813,866        2,935,962
                                                                       ------------     ------------
        Diluted shares outstanding                                       20,072,416       18,889,654
                                                                       ============     ============

        Diluted (loss) earnings per share                              $      (0.00)    $       0.00
                                                                       ============     ============
</TABLE>

9. Deferred Revenue

The Company records deferred revenue for the portion of storage fees billed but
not yet earned. Based on an analysis of storage fees, the Company has recorded a
prior period adjustment of $49,368 effective January 1, 2004 for the deferred
revenue, net of taxes, not previously recognized. While the December 31, 2004
balance sheet has been restated to reflect this adjustment, the effect on the
2004 operating results was not considered significant and the accompanying 2004
statements of operations and cash flows were not restated.


                                      F-14
<PAGE>

                      Diversified Product Inspections, Inc.

                    Notes to Financial Statements (continued)


10. Use Agreement

In December 2003, the Company entered into a use agreement whereby the user was
allowed exclusive use of certain research data of the Company on product failure
or failure patterns and quarterly updates of such data. The use agreement called
for $100,000 annual payments starting at the date of the agreement. Either party
could terminate the use agreement with 30 days written notice. This agreement
was subsequently terminated; however, the Company had revenues of $96,412 in
2004 related to this use agreement.

11. Joint Venture

On December 30, 2004, the Company entered into a joint venture agreement with
two other companies to form Vulnerability Assessment Group ("VAG"). The Company
has a one-third interest in VAG. The purpose of VAG is to provide comprehensive
assessment plans to individuals, businesses, industries, organizations and
institutions of their vulnerability to terrorism, external or internal sabotage,
employee assessment and safety, product safety and chemical and biological
safety. As of December 31, 2005, VAG had no significant operations and the
Company had incurred no significant costs related to VAG.



                                      F-15
<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.

      Item 8A. Controls and Procedures.

      We maintain disclosure controls and procedures that are designed to ensure
that information required to be disclosed in our Exchange Act reports is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms, and that such information is accumulated and
communicated to our management to allow timely decisions regarding required
disclosure. Management necessarily applied its judgment in assessing the costs
and benefits of such controls and procedures, which, by their nature, can
provide only reasonable assurance regarding management's control objectives.

      In connection with this report, John Van Zyll, our Chief Executive Officer
and Chief Financial Officer, evaluated the effectiveness of the design and
operation of our disclosure controls and procedures. Based upon that evaluation
he concluded that our disclosure controls and procedures were effective in
alerting him in a timely manner to information relating to the Company required
to be disclosed in this report.

Item 8B. Other Information

Reports on Form 8-K.

      During the period commencing the last quarter of the period covered by
this Report until the date of filing of this Report, the Company did not file
any Current Reports on Form 8-K.

                                    PART III


Item 9. Directors and Executive Officers of the Registrant.

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

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

John Van Zyll           65        Chairman of the Board, Chief Executive Officer

Marvin Stacy            72        Chief Operating Officer and Director

Ann M. Furlong          53        Secretary and Director

Warren Wankelman        62        Director

Matt Walters            34        Director



                                       18
<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.
As a licensed private investigator he assists with the operation of the
laboratory and has designed custom testing equipment. Mr. Stacy assists
Engineers with design solutions for manufacturers. Mr. Stacy is a member of
IAMPO, the International Association of Mechanical and Plumbing Officials. Mr.
Stacy assists in the Human Resource Dept., with regards to hiring
qualified-professional personnel.

      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. With over 29-years of management experience Ms.
Furlong has provided administrative and organizations expertise. As a licensed
private investigator she assists with research projects. She has traveled to
assist with stock promotional shows for the Company along with seminar
presentations to the Insurance Industry. Ms. Furlong focuses on special projects
and assists in the operations of the Company.

      Warren Wankelman currently serves as a Director and as the Vice President
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, Tennessee.


                                       19
<PAGE>

      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 and has attended New Horizons Computer Learning
Center. 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 a new company
service, the HomeCheckSafety.com. He also assisted with designing a custom
database and instituting digital photography and he has enhanced the Company's
investigation reports.

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.

Section 16 Reporting

      No person who, during the year ended December 31, 2004, was a director,
officer or beneficial owner of more than ten percent of the Company's Common
Stock (which is the only class of securities of the Company registered under
Section 12 of the Securities Exchange Act of 1934 (the "Act") (a "Reporting
Person") failed to file on a timely basis, reports required by Section 16 of the
Act during the most recent fiscal year or prior years. The foregoing is based
solely upon a review by the Company of Forms 3 and 4 during such fiscal year as
furnished to the Company under Rule 16a-3(d) under the Act, and Forms 5 and
amendments thereto furnished to the Company with respect to such fiscal year,
and any representation received by the Company from any reporting person that no
Form 5 is required.

Code of Ethics

      In April 2005 the Company adopted a Code of Ethics applying to its
executive officers. Such Code of Ethics is being filed herewith as Exhibit 14.1
to this Annual report on Form 10-KSB.

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 during the fiscal years ended December 31, 2003 through
December 31, 2005 (collectively, the "named executive officers") for services
rendered to the Company in all capacities during the three fiscal years ended
December 31, 2005.

                                       20
<PAGE>
<TABLE>
<CAPTION>
                          ANNUAL COMPENSATION                                           LONG TERM COMPENSATION
                          -------------------                                            ----------------------
                                                                                    Awards                  Payouts
    Name                                                      Other    Restricted  Securities
    and                                                       Annual      Stock    Underlying                 All
 Principal                   Year                            Compen-     Awards     Options/     LTIP        Other
  Position    Position      Ended     Salary($)  Bonus($)   sation($)       $         SARS      Payouts   Compensation
  --------    ---------     -----     ---------  --------   ---------       -         ----      -------   ------------
<S>           <C>         <C>          <C>           <C>        <C>         <C>        <C>         <C>         <C>
  John Van      Chief     12/31/2005   $58,614       0          0           0          0           0           0
    Zyll      Executive   12/31/2004   $57,538       0          0           0          0           0           0
               Officer    12/31/2003   $49,000       0          0           0          0           0           0

Marvin Stacy    Chief     12/31/2005   $53,414       0          0           0          0           0           0
              Operating   12/31/2004   $53,479       0          0           0          0           0           0
               Officer    12/31/2003   $49,000       0          0           0          0           0           0



Ann Furlong   Secretary   12/31/2005   $53,414       0          0           0          0           0           0
                          12/31/2004   $52,309       0          0           0          0           0           0
                          12/31/2003   $49,000       0          0           0          0           0           0
</TABLE>


Compensation of Directors

      During the fiscal year ended December 31, 2005, no officer or director
received any type of compensation from our Company for serving as a director. No
arrangements are presently in place regarding compensation to directors for
their services as directors or for committee participation or special
assignments.

Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.

      The following table sets forth certain information as of March 27, 2006
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
known to us which beneficially owns in excess of five percent of the common
stock. Unless otherwise indicated, each of the persons listed has sole voting
and dispositive power with respect to the shares shown as beneficially owned.

                              Number of Shares of           Percent of
                              Common Stock                  Common Stock
Name and Address              Beneficially                  Beneficially
of Beneficial Owner (1)       Owned (2)                     Owned
-----------------------       -----------------             ------------------

Jan Telander                   8,159,475(3)                     36.4%

John Van Zyll                  7,154,011(4)                     36.4%



EIG Capital, Ltd.              4,445,815(5)                     22.6%

EIG Venture
  Capital Ltd.                 4,125,815                        21.0%

Ann M. Furlong                 4,225,811(6)                     19.5%

Marvin Stacy                   4,119,055(4)                     19.0%

Sofcon Ltd.                    3,542,360(6)                     15.8%

Warren Wankelman                 200,000(7)                       *

Matt Walters                     205,000(7)                       *

All Executive Officers and
Directors as a Group
(five (5) persons)            15,903,877(8)                     63.5%

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


                                       21
<PAGE>

      (1) Based upon 19,634,821 shares of our common stock issued and
outstanding as of March 27, 2006. 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 27, 2006. The inclusion herein of any shares
deemed beneficially owned does not constitute an admission by such person of
beneficial ownership of such shares.

      (2) The business address of each of Jan Telander, EIG Capital, Ltd., EIG
Venture Capital, Ltd. and Sofcon, Ltd. is 60 Market Square, Belize City, Belize.
The business address of each of the other person listed in the table is 1059
East Tri-County Blvd., Oliver Springs, Tennessee 37840.

      (3) Includes all shares beneficially owned by EIG Capital Investments,
Ltd., EIG Venture Capital, Ltd. and Sofcon, Ltd., including an aggregate of
2,777,778 shares issuable to Sofcon, Ltd. upon exercise of currently exercisable
warrants. Mr. Telander is President and a director of each of EIG Capital
Investments, Ltd., EIG Venture Capital, Ltd. and Sofcon, Ltd.

      (4) Includes options to purchase 2,000,000 shares of common stock
currently exercisable at $.108 per share.

      (5) Includes an aggregate of 320,100 shares owned directly by EIG Capital
Investments Ltd. and an aggregate of 4,125,815 shares beneficially owned by EIG
Venture Capital Ltd. EIG Capital Ltd. owns all of the outstanding capital stock
of each of such entities.

      (6) Includes warrants to purchase an aggregate of 2,777,778 shares of our
common stock.

      (7) Includes options to purchase 200,000 shares of our common stock
currently exercisable at $.108 per share.

      (8) Includes options to purchase an aggregate of 6,400,000 shares of our
common stock currently exercisable at $.108 per share.


                                       22
<PAGE>

Item 12. Certain Relationships and Related Transactions.

Not Applicable.

Item 13. Exhibits.

Exhibit Number    Description
--------------    ---------------------

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.

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.

10.3              Purchase and Sale Agreement and Escrow Instructions dated as
                  of December 21, 2004 between TN-801 Tri-County, LLC and the
                  Company. Incorporated by reference to Exhibit 10.3 to the
                  Company's Annual Report on Form 10-KSB for the fiscal year
                  ended December 31, 2004 (the "2004 10-KSB").

10.4              Note for Business and Commercial Loans (Non-Revolving) in the
                  principal amount of $800,000 dated December 21, 2004 from the
                  Company to AmSouth Bank. Incorporated by reference to Exhibit
                  10.4 to the 2004 10-KSB.

10.5              Note for Business and Commercial Loans (Revolving), dated
                  April 22, 2005 in the principal amount of $100,000 from the
                  Company to AmSouth Bank.*

14.1              Code of Ethics.*

31.1              Certification of Principal Executive Officer and Principal
                  Financial Officer Pursuant to Exchange Act Rule 13a-14(a), as
                  adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
                  2002.*

32.1              Certification of Principal Executive Officer and Principal
                  Financial Officer Pursuant to 18 U.S.C. 1350, as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

*Filed herewith


                                       23
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

      The following table sets forth the fees billed to us for the fiscal years
ended December 31, 2005 and December 31, 2004 by Coulter & Justus, P.C. ("C&J"):


                                  Fiscal Year                Fiscal Year
                                  Ended                      Ended
                                  December 31, 2005          December 31, 2004

      Audit Fees (1)                  $ 32,765                   $ 32,615
      Audit Related Fees (2)          $      0                   $      0
      Tax Fees (3)                    $  4,605                   $  5,837
      All Other Fees                  $    897 (4)               $  1,087 (5)

      (1) Consists of fees billed for professional services rendered for the
audit of the financial statements of the Company as of December 31, 2005 and
December 31, 2004 and reviews of the financial statements included in the
Company's Quarterly Reports on Form 10-QSB for the quarters during such fiscal
years.

      (2) Consists of fees for services relating to accounting consultation
related to the performance of the audit that are not reported as audit fees.

      (3) Consists of tax filing and tax related compliance and other advisory
services.

      (4) Consists of fees for meeting with an investor at request of the
Company and annual renewal fee for software provided to the Company.

      (5) Represents the sale price of a fixed asset software package sold to
the Company.

      Our Board of Directors determined that the provision of the above
non-audit services was compatible with C&J maintaining its independence.

Pre-Approval of Services by the Independent Auditor

      The Board of Directors has established policies and procedures for the
approval and pre-approval of audit services and permitted non-audit services.
The Board has the responsibility to engage and terminate the Company's
independent registered public accountants, to pre-approve their performance of
audit services and permitted non-audit services and to review with the Company's
independent registered public accountants their fees and plans for all auditing
services. All services provided by and fees paid to C&J in 2004 and 2005 were
pre-approved by the Board of Directors.


                                       24
<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 31, 2006
                                      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 31, 2006

/s/ Marvin Stacy
--------------------
Marvin Stacy             Chief Operating Officer and Director     March 31, 2006

/s/ Ann M. Furlong
--------------------
Ann M. Furlong           Secretary and Director                   March 31, 2006

/s/ Warren Wankelman
--------------------
Warren Wankelman         Director                                 March 31, 2006

/s/ Matt Walters
--------------------
Matt Walters             Director                                 March 31, 2006



                                       25