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:  February 28, 2001

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

For the transition period from_________to__________

Commission file Number 0-25429

                      DIVERSIFIED PRODUCT INSPECTIONS, INC.
                   -------------------------------------------
                 (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.)

219 Almeria
West Palm Beach, FL                                            33405
-------------------------------------                       ------------
(Address of principal executive offices)                    (Zip Code)

Issuer's telephone number: (561) 832-5696

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

Title of each class                                      Name of exchange on
                                                           which registered

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

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

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




<PAGE>



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

                               Yes        X         No
                                          ----             ----

     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..........$0.00

     State the aggregate market value of the voting and non-voting common equity
held by non-  affiliates  computed by reference to the price at which the common
equity was sold, or the average bid and asked prices of such common  equity,  as
of a specified  date within the past 60 days.  (See  definition  of affiliate in
Rule 12b-2 of the Exchange Act).

     As of February 28, 2001,  the  aggregate  market value of our common stock,
$0.01 par value, held by non-affiliates  was  approximately  $8,750.00  (350,000
shares at $0.025,  which is the last price which the registrant's  common equity
was sold).

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

     As of February  28, 2001,  there were  16,150,000  shares of common  stock,
$0.01 par value, issued and outstanding.

Transmittal Small Business Disclosure Format (check one)

                         Yes         No   X
                             ---         ---








<PAGE>



                                     PART I

Item 1. Description of Business

Forward-Looking Statements

     This Report on Form 10-KSB contains  statements that plan for or anticipate
the future.  Forward-looking  statements  include statements about the future of
the "blank check"  companies in general,  statements  about our future  business
plans and  strategies,  and most other  statements  that are not  historical  in
nature. In this report,  forward-looking  statements are generally identified by
the words "anticipate",  "plan", "believe",  "expect", "estimate", and the like.
Because forward-looking statements involve future risks and uncertainties, there
are factors  that could cause  actual  results to differ  materially  from those
expressed or implied.  For example, a few of the uncertainties that could affect
the accuracy of forward-looking statements include:

     1.   changes in general economic and business  conditions  affecting "blank
          check" companies;
     2.   legal or policy developments that diminish the appeal of our Company;
     3.   the level of demand for "blank check" companies; and
     4.   changes in our business strategies.

     The Private  Securities  Litigation  Reform Act of 1995,  which  provides a
"safe harbor" for similar  statements  by existing  public  companies,  does not
apply to our Company.

   (a)   Our Business Development

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

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

     On July 11, 1995, Mr. Fred Keller, an individual, made his initial purchase
of an aggregate of 1,800,000 shares from 12 Fairfax Nevada  shareholders and, as
a result,  became the only affiliate  shareholder out of the  approximately  500
shareholders of Fairfax Nevada. In September 1995, Fred Keller,  Trustee, Keller
Trust,  assigned  certain  judgments  (the  "Judgments")  to  Fairfax  Nevada in
Exchange for 4,000,000 shares of Fairfax Nevada valued at $100,000 or $0.025 per
share issued to

                                        3

<PAGE>



Fred Keller, an individual.  Fairfax Nevada never successfully  collected on the
Judgments,  and on February 24, 1998, Fairfax Nevada reassigned the Judgments to
Fred Keller in exchange for $1,000 cash and Fred Keller  making a $1,000 loan to
Fairfax Nevada.

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

   (b)   Our Present Business

     We make  reference  to our entire  Form 10-SB  registration  statement,  as
amended,  filed with the U.S.  Securities  and Exchange  Commission  on June 28,
1999,  which contains  information  and a more  comprehensive  discussion of our
business and our  industry  which is not required to be contained in this Report
on Form 10-KSB.

     We are in our early  developmental and promotional stages. We are a "shell"
company conducting  virtually no business  operation,  other than our efforts to
seek  merger  partners  or  acquisition  candidates.  We do  not  engage  in any
substantive commercial business or other business operations.  Our executive and
business offices are located at 219 Almeria, West Palm Beach, FL 33405.

     Our present  officer  and  director  is our only  employee,  and he devotes
approximately  10% of his time to our business.  We have no full time employees.
We expect to use consultants, attorneys and accountants as necessary, and do not
anticipate  a need to engage any  full-time  employees  while we are seeking and
evaluating Target Businesses. Our need for employees and their availability will
be addressed in  connection  with the  decision  whether or not to  consummate a
specific Business Combination.

     We are a corporate vehicle created to seek to effect a merger,  exchange of
capital  stock,  asset  acquisition  or other similar  business  combination  (a
"Business  Combination")  with an operating or  development  stage business (the
"Target  Business")  which  desires to employ our  Company to become a reporting
corporation  under the  Securities  Exchange Act of 1934  ("Exchange  Act").  On
February 5, 1999, we elected to register our common stock,  par value $0.01 (the
"Common Stock") pursuant to a Form 10-SB  registration  statement on a voluntary
basis in order to create a reporting  "shell" company.  As of February 28, 2001,
we had a shareholder  base of  approximately  500  shareholders  and  16,150,000
shares of Common Stock outstanding,  5,800,000 of which are restricted  pursuant
to Rule 144 of the  Securities Act of 1933, as amended (the  "Securities  Act").
Pursuant to resolution of our board of directors,  no Business  Combination  may
occur prior to the our Company

                                        4

<PAGE>



obtaining the requisite audited financial  statements  required pursuant to Form
8-K (or its equivalent) promulgated under the Exchange Act.

     We  intend  to seek  potential  business  opportunities  and  effectuate  a
Business  Combination with a Target Business with  significant  growth potential
which,  in the opinion of management,  could provide a profit to our Company and
our shareholders. We intend to seek opportunities demonstrating the potential of
long term growth as opposed to short term earnings. Our efforts in identifying a
prospective  Target  Business  are expected to  emphasize  businesses  primarily
located in the United States;  however, we reserve the right to acquire a Target
Business located primarily elsewhere. While we may, under certain circumstances,
seek to effect Business  Combinations  with more than one Target Business,  as a
result of our limited resources, we will, in all likelihood, have the ability to
effect only a single Business Combination.  We may effect a Business Combination
with a Target Business which may be financially  unstable or in its early stages
of  development  or growth.  We will not  restrict  our  search to any  specific
business,  industry  or  geographical  location,  and  we may  participate  in a
business  venture of virtually any kind or nature.  Our present  management  may
become  involved  in the  management  of the  Target  Business  and/or  may hire
qualified but as yet  unidentified  individuals to manage such Target  Business.
Presently, we have no plan, proposal, agreement, understanding or arrangement to
acquire  or  merge  with  any  specific  business  or  company,  and we have not
identified any specific business or company for investigation and evaluation.

     We encounter  intense  competition  from other  entities  having a business
objective similar to ours. Many of these entities are  well-established and have
extensive  experience  in connection  with  identifying  and effecting  Business
Combinations  directly or through affiliates.  Many of these competitors possess
greater financial,  marketing,  technical, personnel and other resources than we
do and we cannot  assure that we will have the ability to compete  successfully.
Our  financial  resources  are  limited  in  comparison  to those of many of our
competitors.  This  inherent  competitive  limitation  could compel us to select
certain  less  attractive  acquisition  prospects.  We cannot  assure  that such
prospects  will permit us to meet our stated  business  objectives.  We believe,
however,  that  our  status  as  a  reporting  public  entity  could  give  us a
competitive  advantage over privately  held entities  having a similar  business
objective similar to ours.

     As of February  28, 2001 no trading  market in our Common  Stock  presently
existed.  In light of the restrictions  concerning shell companies  contained in
many state blue sky laws and regulations, it is not likely that a trading market
will be created in our Common  Stock  until such time as a Business  Combination
occurs with a Target Business.

     Our  limited  funds and lack of  full-time  management  will likely make it
impracticable to conduct a complete and exhaustive investigation and analysis of
a Target Business before we commit our capital or other resources thereto.

     We cannot  presently  ascertain  with any degree of certainty  the time and
costs required to select and evaluate a Target Business (including  conducting a
due diligence review) and to structure

                                        5

<PAGE>



and  consummate  the  Business  Combination   (including   negotiating  relevant
agreements and preparing  requisite  documents for filing pursuant to applicable
securities laws and state "blue sky" and corporation laws).

     If we  consummate  a  Business  Combination  with a Target  Business  which
operates  in an industry  which is  regulated  or licensed by federal,  state or
local  authorities,  compliance with such regulations  could be a time-consuming
and expensive process.

     On or about December 21, 2000 (the closing date) a Stock Purchase Agreement
(the  "Agreement") was closed between Charles Adams,  Fred Keller ("Keller") and
Fred Keller,  Trustee ("Keller Trust"). The Agreement provided for Charles Adams
to acquire  4,200,000 shares of the Company's  outstanding  Common Stock held by
Keller in exchange for $2,000. Additionally pursuant to a Substitution of Debtor
Agreement,  of the  same  date,  which  was  attached  and  made  a part  of the
Agreement,  the buyer  promised to assume and  discharge all of the debts of the
Issuer owed to Keller  Trust in the amount of $323,000  and repay this amount to
Keller Trusts.

     On or about  December 21, 2000,  Mr.  Charles  Adams  acquired  controlling
interest of the Company  from Mr. Fred Keller.  At that time the Company  issued
10,000,000 shares of its common stock valued at $0.01 par value to Mr. Adams for
past and future consulting services. These shares are Restricted under Rule 144.
Subsequent to February 28, 2001,  prepaid  expenses were reversed when Mr. Adams
relinquished the shares of common stock.

     On March 6, 2001,  prior to executing  the Share  Exchange  Agreement,  Mr.
Adams relinquished the 14,200,000 shares of common stock owned.

     On March 6, 2001, the Company entered into a Share Exchange  Agreement with
Diversified  Product  Investigations,  Inc.,  a  Florida  corporation,  and  the
individual  holders  of all of the  outstanding  capital  stock  of  Diversified
Product Investigations,  Inc.. (the "Holders").  Pursuant to the Agreement,  the
Holders  tendered  to the Company  all issued and  outstanding  shares of common
stock  of  Diversified  Product  Investigations,  Inc.("DPI")  in  exchange  for
10,327,420  Shares of common stock of the Company.  The  reorganization is being
accounted for as a reverse acquisition.

     Also on March 6, 2001,  the name of the Company was changed to  Diversified
Product Inspections, Inc..

     On April 3, 2001,  all options  issued to unrelated  third  parties by Fred
Keller as part of the Stock  Purchase  Agreement  dated  December  21, 2000 were
exercised, for a total of 1,600,000 shares of common stock at an aggregate price
of $30.00.

     On May 19, 2001 the  subsidiary  ("DPI")  changed  its name to  Diversified
Products Investigations, Inc.



                                        6

<PAGE>



Item 2. Properties.

     Our  executive and business  offices are located at 219 Almeria,  West Palm
Beach,  Florida  33405.  We believe  this office  space is adequate to serve our
needs until such time as a Business Combination occurs, and we expect to be able
to utilize these offices, pursuant to the terms described above, until such time
as a  Business  Combination  occurs.  See  "Certain  Relationships  and  Related
Transactions".

Item 3. Legal Proceedings.

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

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

     No matter was submitted to a vote of our security holders during the fourth
quarter of our fiscal year ending February 28, 2001.


                                     PART II

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

   (a)   Market Information

     As of February  28, 2001,  we reserved the trading  symbol FRXG so we could
trade our  Common  Stock on the  over-the-counter  bulletin  board,  we have not
submitted  our final  amended  Form  c-211 to the NASD and no  market  maker has
initiated any price quotation for our Common Stock.

   (b)   Holders

     As of  February  28,  2001,  approximately  520  holders of record held our
common stock.

   (c)   Dividends

     No cash  dividends  were  declared or paid on our common stock for the last
two fiscal  years.  No  restrictions  limit our ability to pay  dividends on our
common stock. We do not expect to pay any dividends in the near future.

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

     This Annual  Report on Form 10-KSB should be read in  conjunction  with our
audited  financial  statements  attached as Appendix A (following  Exhibits) and
included as part of this Form

                                        7

<PAGE>



10-KSB  Report.  This  Annual  Report on Form  10-KSB  contains  forward-looking
statements.  For  this  purpose,  any  statements  contained  in it that are not
statements of historical fact should be regarded as forward looking  statements.
For example,  the words  "believes,"  "anticipates,"  "plans," and "expects" are
intended to identify forward-looking statements. There are a number of important
factors that could cause our Company's actual results to differ  materially from
those indicated by such forward-looking statements.

Plan of Operation

     We are  presently a  development  stage  company  conducting  virtually  no
business operation, other than our efforts to effect a Business Combination with
a Target Business which we consider to have  significant  growth  potential.  To
date, we have neither  engaged in any operations  nor generated any revenue.  We
receive no cash flow. We will carry out our plan of business as discussed above.
See  "Description  of Business".  We cannot predict to what extent our liquidity
and capital resources will be diminished prior to the consummation of a Business
Combination  or whether our capital  will be further  depleted by the  operating
losses,  if  any,  of  the  Target  Business  which  we  effectuate  a  Business
Combination  with.  We do not  generate  any cash revenue or receive any type of
cash flow.

     On March 6, 2001, the Company entered into a Share Exchange  Agreement with
Diversified Product Inspections, Inc., a Florida corporation, and the individual
holders  of  all  of  the  outstanding  capital  stock  of  Diversified  Product
Inspections,  Inc..  (the  "Holders").  Pursuant to the  Agreement,  the Holders
tendered  to the Company all issued and  outstanding  shares of common  stock of
Diversified  Product  Inspections,  Inc. in exchange  for  10,327,420  Shares of
common stock of the Company.  The  reorganization  is being  accounted  for as a
reverse acquisition.


Item 7. Financial Statements

     Our Financial Statements of are attached as Appendix A (following Exhibits)
and  included  as part of  this  Form  10-KSB  Report.  A list of our  Financial
Statements is provided in response to Item 13 of this Form 10-KSB Report.

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

   Not Applicable



                                        8

<PAGE>



                               FAIRFAX GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            -------------------------

                       EXAMINATION OF FINANCIAL STATEMENTS
                              FOR THE PERIODS ENDED
                     FEBRUARY 28, 2001 AND FEBRUARY 29, 2000





                                TABLE OF CONTENTS
                                -----------------

                                                                         Page


Independent Auditor's Report...............................................F-1

           Financial Statements:

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

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

Statements of Changes in Stockholders' Deficit.............................F-4

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

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






<PAGE>



                          Independent Auditor's Report
                          ----------------------------



To the Board of Directors and Stockholders
of Fairfax Group, Inc.
West Palm Beach, Florida



We have  audited  the  accompanying  balance  sheets of Fairfax  Group,  Inc. (a
development stage company) as of February 28, 2001 and February 29, 2000 and the
related  statements of operations,  changes in stockholders'  deficit,  and cash
flows for the years then  ended and for the  period  from March 1, 1991 (date of
quasi-reorganization)  through February 28, 2001. 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  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Fairfax  Group,  Inc. as of
February 28, 2001 and February 29, 2000,  and the results of its  operations and
its cash flows for the fiscal  years then ended and for the period from March 1,
1991 (date of  quasi-reorganization)  through  February 28, 2001,  in conformity
with generally accepted accounting principles.



/s/ Michaelson & Co.
Michaelson & Co., P.A.
May 30, 2001







                                       F-1



<PAGE>



<TABLE>
<CAPTION>
                               FAIRFAX GROUP, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET
                                November 30, 2000




                                     ASSETS
                                                                                  FEB. 28, 2001       FEB. 29, 2000
                                                                                -----------------   -----------------
<S>                                                                             <C>                 <C>
CURRENT ASSETS:
  Cash                                                                          $               -   $          3,994
                                                                                -----------------   -----------------
  Prepaid Expenses                                                                         92,000                  -
                                                                                -----------------   -----------------
                                                                                           92,000              3,994
                                                                                -----------------   -----------------
TOTAL ASSETS                                                                               92,000   $          3,994
                                                                                =================   =================

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
  Accounts payable and accrued expenses                                         $               -   $          1,503
  Stockholder notes payable                                                                     -            223,488
                                                                                -----------------   -----------------
                                                                                                -            224,991
                                                                                ------------------  -----------------

STOCKHOLDERS' DEFICIT:
  Common stock; $.01 par value, authorized 50,000,000 shares Authorized at
February 28, 2001 and February 29, 2000;
    16,150,000 shares issued and outstanding at February 28, 2001
    and 6,150,000 shares issued and outstanding at February 29, 2000                      161,500             61,500
    Additional Paid-in Capital                                                            321,784
                                                                                -----------------   -----------------
  (Deficit) accumulated during the development stage                                    (391,284)           (282,497)
                                                                                -----------------   -----------------
                                                                                           92,000           (220,997)
                                                                                -----------------   -----------------


TOTAL LIABILITIES AND STOCKHOLDERS'  EQUITY (DEFICIT)                           $          92,000   $          3,994
                                                                                =================   =================
</TABLE>


                 See Accompanying Summary of Accounting Policies
                       and Notes to Financial Statements

                                       F-2



<PAGE>



<TABLE>
<CAPTION>
                               FAIRFAX GROUP, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS

          FOR THE YEARS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000,
                             AND FOR THE PERIOD FROM
                  MARCH 1, 1991 (Date of Quasi-Reorganization)
                   THROUGH FEBRUARY 28, 2001 (See Independent
                                Auditor's Report)


                                                        FOR THE YEARS ENDED                   MARCH 1, 1991
                                                                                                THROUGH
                                                  FEB. 28, 2001        FEB. 29, 2000          FEB. 28, 2001
                                                ------------------   -----------------   -----------------------
<S>                                             <C>                  <C>                 <C>
REVENUES:
  Income                                        $                -   $               -   $                 2,676

                                                ------------------   -----------------   -----------------------
                                                                 -                   -                     2,676
                                                ------------------   -----------------   -----------------------
COSTS AND EXPENSES:
  Advertising and promotion                                     11                 186                       377
  Licenses, permits & filing fees                              662               1,557                     6,592
  Bank service charges                                         165                 195                       944
  Collection costs                                               -                   -                     1,341
  Consulting services                                        8,000                   -                     8,000
  Contract labor                                                 -               1,296                    12,735
  Dues and subscriptions                                        35                   -                       508
  Rent                                                      16,744              27,984                    70,380
  Interest                                                  22,527              17,268                    47,603
  Office expenses                                            4,403               5,401                    15,675
  Organizational exp. - amort.                                   -                   -                     2,150
  Professional fees                                         26,812              23,192                    75,162
  Salaries and payroll taxes                                29,224              32,448                    96,566
  Travel & entertainment                                         -                 244                       296
  Miscellaneous expenses                                       204                  47                       281
                                                ------------------   -----------------   -----------------------
                                                           108,787             109,818                   338,610
                                                ------------------   -----------------   -----------------------

NET (LOSS)                                      $         (108,787)  $        (109,818)  $              (335,934)
                                                ==================   =================   =======================

(Loss) per share data:
  Basic and diluted                             $           (0.007)  $          (0.018)  $                 (0.089)
                                                ==================   =================   ========================

  Weighted average shares
          outstanding - basic                           16,150,000           6,150,000                  3,773,200
                                                ==================   =================   ========================
</TABLE>


                 See Accompanying Summary of Accounting Policies
                        and Notes to Financial Statements

                                       F-3



<PAGE>



<TABLE>
<CAPTION>
                               FAIRFAX GROUP, INC.
                          (A Development Stage Company)
             STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

        FOR THE PERIODS FROM MARCH 1, 1991 (Date of Quasi-Reorganization)
                            THROUGH FEBRUARY 28, 2001
                       (See Independent Auditor's Report)

                                                                                                      (Deficit)
                                                                                                     Accumulated
                                                                                                     During the
                                                                Common Stock           Paid in       Development
                                                         Shares          Amount        Capital          Stage             Total
                                                     ---------------  -------------  -------------  ----------------  ------------
<S>                                                  <C>              <C>            <C>            <C>               <C>
BALANCE AT MARCH 1, 1991                                   2,150,000  $       2,150  $           -  $              -  $     2,150
Net (loss)                                                         -              -              -                 -            -
                                                     ---------------  -------------  -------------  ----------------  -----------

BALANCE AT FEBRUARY 29, 1992                               2,150,000          2,150              -                 -        2,150
Net (loss)                                                         -              -              -                 -            -
                                                     ---------------  -------------  -------------  ----------------  -----------

BALANCE AT FEBRUARY 28, 1993                               2,150,000          2,150              -                 -        2,150
Net (loss)                                                         -              -              -                 -            -
                                                     ---------------  -------------  -------------  ----------------  -----------

BALANCE AT FEBRUARY 28, 1994                               2,150,000          2,150              -                 -        2,150
Net (loss)                                                         -              -              -                 -            -
                                                     ---------------  -------------  -------------  ----------------  -----------

BALANCE AT FEBRUARY 28, 1995                               2,150,000          2,150              -                 -        2,150
  Stock issued at par value for cash and
judgements (9/15/95)                                       4,000,000          4,000              -                 -        4,000
Net (loss)                                                         -              -              -           (12,738)     (12,738)
                                                     ---------------  -------------  -------------  ----------------  -----------

BALANCE AT FEBRUARY 29, 1996                               6,150,000          6,150              -           (12,738)      (6,588)
  Net (loss)                                                       -              -              -            (2,069)      (2,069)
                                                     ---------------  -------------  -------------  ----------------  -----------

BALANCE AT FEBRUARY 28, 1997                               6,150,000          6,150              -           (14,807)      (8,657)
  Net (loss)                                                       -              -              -            (3,423)      (3,423)
                                                     ---------------  -------------  -------------  ----------------  -----------

BALANCE AT FEBRUARY 28, 1998                               6,150,000          6,150              -           (18,230)     (12,080)
  Change in par value (Note 2)                                               55,350              -           (55,350)           -
  Net (loss)                                                       -              -              -           (99,100)     (99,100)
                                                     ---------------  -------------  -------------  ----------------  -----------

BALANCE AT FEBRUARY 28, 1999                                       -         61,500              -          (172,680)    (111,180)
                                                     ---------------  -------------  -------------  ---------------- ------------

  Net (loss)                                                       -              -              -          (109,818)    (109,818)
                                                     ---------------  -------------  -------------  ----------------  -----------

BALANCE AT FEBRUARY 29, 2000                                       -         55,350              -          (282,497)    (208,918)
                                                     ---------------  -------------  -------------  ---------------- ------------

Stock issued at par value to an officer in exchange
for past and future consulting services (12/00)           10,000,000        100,000              -                 -      100,000

Assumption and discharge of debt owed to a
former officer (12/00)                                             -              -        321,784                 -      321,784
  Net (loss)                                                       -              -              -          (108,787)    (108,787)
                                                     ---------------  -------------  -------------  ----------------  -----------

BALANCE AT FEBRUARY 28, 2001                              16,150,000  $     161,500  $     321,784         ($391,284)    ($91,999)
                                                     ===============  =============  =============  ================  ===========
</TABLE>


                 See Accompanying Summary of Accounting Policies
                       and Notes to Financial Statements

                                       F-4




<PAGE>


<TABLE>
<CAPTION>
                               FAIRFAX GROUP, INC.
                          (A Development Stage Company)

          FOR THE YEARS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000,
      AND FOR THE PERIOD FROM MARCH 1, 1991 (Date of Quasi-Reorganization)
          THROUGH FEBRUARY 28, 2001 (See Independent Auditor's Report)


                                                                                          MARCH 1, 1991
                                                             FOR THE YEARS ENDED             THROUGH
                                                        FEB. 28, 2001    FEB. 29, 2000    FEB. 28, 2001
                                                       --------------  ---------------  -------------------
<S>                                                     <C>             <C>             <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net (Loss)                                              $    (108,787)  $    (109,818)  $        (335,934)
Adjustments to reconcile net (loss) to net cash
(used in) operating activities:
  Changes in assets and liabilities:
    Other assets                                              (92,000)              -
                                                                                                  (92,000)
    Accounts payable                                           (1,503)           (338)                  -
    Accrued expenses                                                -           1,339                   -
                                                       --------------  ---------------  -------------------

NET CASH (USED IN) OPERATING                                 (202,290)       (110,819)           (427,934)
ACTIVITIES
                                                       --------------  ---------------  -------------------

CASH FLOW FROM FINANCING
ACTIVITIES:
  Proceeds from (discharge of ) stockholder                  (223,488)        113,107                   -
notes payable
  Increase in additional paid-in capital                      321,784               -             321,784
  Increase in common stock                                    100,000               -             106,150
                                                       --------------  ---------------  -------------------

  NET CASH PROVIDED BY FINANCING ACTIVITIES                   198,296         113,107             427,934
                                                       --------------  ---------------  -------------------

NET INCREASE (DECREASE) IN CASH                                (3,994)          2,288                   -

CASH AT BEGINNING OF PERIOD                                     3,994           1,706                   -
                                                       --------------  ---------------  -------------------

CASH AT END OF PERIOD                                   $           -  $        3,994   $               -
                                                       ==============  ===============  ===================
</TABLE>




                 See Accompanying Summary of Accounting Policies
                       and Notes to Financial Statements

                                       F-5


<PAGE>



                               FAIRFAX GROUP, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

           FOR THE YEARS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000
  AND FOR THE PERIOD FROM MARCH 1, 1991 (Date of Quasi-Reorganization)
        THROUGH FEBRUARY 28, 2001 (See Independent Accountants' Report)


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
     -------------------------------------------

Organization:
- ------------

Fairfax Group, Inc. (the Company) is a development  stage enterprise,  which was
incorporated  under the laws of the State of Nevada in March 1982.  On September
8, 1998, the Company was merged into a newly formed Florida Corporation that was
incorporated  on April 23, 1998.  The Company's  offices are in West Palm Beach,
Florida, its' only location.

Fairfax Group, Inc.  presently  conducts no business  operations,  other than to
effect a merger,  exchange of capital stock,  asset acquisition or other similar
business  combination  with an operating or  development  stage  business  which
desires  to employ  the  Company  to become a  reporting  corporation  under the
Securities Exchange Act of 1934.

Method of Accounting:
- --------------------

The company  reports the results of its  operations  using the accrual method of
accounting for both financial and income tax purposes. Under this method, income
is  recognized  when  earned  and  expenses  are  deducted  when  incurred.  The
accounting  policies of the Company are in accordance  with  generally  accepted
accounting  principles  and conform to the standards  applicable to  development
stage companies.

Use of Estimates:
- ----------------

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

Stockholder Notes Payable:
- -------------------------

The  stockholder  notes  payable  consists  of  demand  notes  to  the  majority
stockholder  bearing  interest at the prime rate as published in the Wall Street
Journal, plus two percent,  adjusted quarterly. The outstanding balance of these
notes was paid in  December  2000 when  controlling  interest of the Company was
acquired by a new majority stockholder.

                                       F-6



<PAGE>



                               FAIRFAX GROUP, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

           FOR THE YEARS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000
  AND FOR THE PERIOD FROM MARCH 1, 1991 (Date of Quasi-Reorganization)
        THROUGH FEBRUARY 28, 2001 (See Independent Accountants' Report)


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(cont'd):
--------------------------------------------------------

Income Taxes:
- ------------

The Company has no taxable income to date;  therefore,  no provision for federal
or state  taxes has been  made.  The  Company  had a net  operating  loss  (NOL)
carryforward  at February 28, 2001 amounting to $332,331.  The expiration  dates
associated with this carryforward are as follows:

YEAR ENDED      NOL           YEAR EXPIRES
-----------    -----          ------------

  2/28/96      $  10,943       2011
  2/28/97          1,704       2012
  2/28/98          1,979       2013
  2/28/99         99,100       2014
  2/29/00        109,818       2015
  2/28/01        108,787       2016
               ---------
               $ 332,331
               =========

Although  deferred tax assets existed at February 28, 2001,  they were offset in
full by a valuation allowance due to the uncertainty of future recovery.

Computation of Net Loss Per Share:
- ---------------------------------

In February 1997, the Financial  Accounting Standards Board issued SFAS No. 128,
Earnings Per Share.  The Company has reflected the provisions of SFAS No. 128 in
the accompanying  consolidated  financial  statements for all periods presented.
SFAS 128 replaces the  presentation of primary Earnings Per Share ("EPS") with a
presentation  of basic EPS, which excludes  dilution and is computed by dividing
income or loss available to common  shareholders by the weighted  average number
of common shares  outstanding  for the period.  The Statement  also requires the
dual  presentation of basic and diluted EPS on the face of the income  statement
for all entities with complex capital structures.  During the periods presented,
the Company did not have a complex capital structure.

                                      F- 7



<PAGE>



                               FAIRFAX GROUP, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

           FOR THE YEARS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000
  AND FOR THE PERIOD FROM MARCH 1, 1991 (Date of Quasi-Reorganization)
        THROUGH FEBRUARY 28, 2001 (See Independent Accountants' Report)



1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(cont'd):
--------------------------------------------------------

Related Party Transactions:
- --------------------------

The Company  entered into a business lease  agreement with an entity  affiliated
with the majority  shareholder  beginning  April 8, 1998. On March 13, 2000, the
lease was extended for one year beginning  April 15, 2000. The lease includes an
annual base rent of $27,200 plus sales tax for office  facilities and equipment.
Before this date,  the majority  shareholder  allowed the Company to utilize the
office space and equipment for free.


On December 21, 2000, the business lease  agreement  between the Company and the
entity affiliated with the former shareholder was cancelled  effective that date
when  controlling  interest  of  the  Company  was  acquired  by a new  majority
stockholder.


2.         PREPAIDS:
---------------------------

Prepaid expenses at February 28, 2001 consist of prepaid consulting fees paid in
December  2000 to the new majority  stockholder  by issuance of shares of common
stock.

On December 21, 2000,  the Company issued  10,000,000  shares of common stock to
the new  majority  stockholder,  in  exchange  for  past and  future  consulting
services.  Subsequent to February 28, 2001,  prepaid expenses were reversed when
the new majority stockholder  relinquished the shares of common stock owned (see
Note 4). These shares were  inclusive of the shares  issued in December  2000 in
payment of consulting fees.

3.         EQUITY:
----------------------------

Common Stock -- On December 21, 2000, the Company's majority shareholder entered
into a Stock  Purchase  Agreement,  which  provided  for the  buyer  to  acquire
4,200,000 shares of the Company's outstanding common stock held by the seller in
exchange  for $2,000,  and the  assumption  and  discharge  of debts owed by the
Company to The Keller Trust.

                                       F-8



<PAGE>



                               FAIRFAX GROUP, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

           FOR THE YEARS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000
  AND FOR THE PERIOD FROM MARCH 1, 1991 (Date of Quasi-Reorganization)
        THROUGH FEBRUARY 28, 2001 (See Independent Accountants' Report)


3.         EQUITY(cont'd)
-------------------------

Additional Paid-in Capital - On December 21, 2000, the new majority  shareholder
agreed to assume  and  discharge  all of the  debts of the  Company  owed to The
Keller Trust,  an amount totaling  $321,784.  This amount paid was recorded as a
reduction to  stockholder  notes payable and an increase in  additional  paid-in
capital of the same amount.


4.         SUBSEQUENT EVENTS:
-----------------------------

On March 6, 2001,  the new  majority  stockholder  relinquished  his  14,200,000
shares of common stock owned..  Also on that date, the Company issued 10,327,420
of its  shares of common  stock to the  holders of common  stock of  Diversified
Product Investigations,  Inc. ("DPI") in exchange for their 10,327,420 shares of
DPI common stock in a reverse acquisition..

As a result, DPI became a wholly-owned subsidiary of the Company. Following this
exchange a total of 12,277,420 shares of common stock of the Company were issued
and outstanding. The officer and director of the Company resigned effective that
date, and new officers and directors were elected.

Also on March 6,  2001,  the name of the  Company  was  changed  to  Diversified
Product Inspections, Inc.

On April 3, 2001, all options  issued to unrelated  third parties by Fred Keller
as part of the Stock Purchase  Agreement dated December 21, 2000, were exercised
for a total of 1,600,000 shares of common stock at an aggregate price of $30.






                                       F-9


<PAGE>



                                    PART III

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

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


Name              Age        Position                        Director Since
----              ---         --------                        --------------

Charles Adams     33         Chairman                        December 2000
                             Chief  Executive Officer,
                             President

     Each director is elected until the next Annual Meeting of shareholders  and
until his successor is qualified.

   (b)  Business experience of directors and executive officers.

     Charles Adams was appointed to the Company's  Board of Directors  effective
December 21,  2000.  and has served as the  Company's  CEO and  President  since
January 1, 2001.  Since October 1997, Mr. Adams has engaged in private  business
ventures,  mostly in the area of finance. Through his company, Adams Inc., which
was formed in October,  1997, he is currently providing  consulting services and
commercial equipment leasing. Mr. Adams specializes in financing equipment which
is placed with end users.  From October 1997 until September 2000, Mr. Adams was
employed  by  Carcorp,  Inc.  which  is one of  only  two  lenders  who  provide
commercial paper for Bombardier,  Inc., under operating leases for lear jets and
other major aviation  equipment.  Mr. Adams served as the Director of Finance of
Carcorp,  Inc. In this  capacity,  Mr. Adams  arranged the operating  leases for
rolling stock,  large commercial  equipment,  aviation and commercial marine end
users.  From 1995 through October 1997, Mr. Adams was  independently  engaged in
commercial leasing of limousines and limousine fleets. From 1996 through October
1997,  he also  was  employed  by Ed  Morse as the  Fleet  Manager  for the Jeep
operations. From 1993 through 1995, Mr. Adams was employed by Palm Beach Lincoln
Mercury in sales.  Prior to  relocating  to Florida,  from 1991 through 1993 Mr.
Adams was employed by Alpha Zeta Trust in California,  where he was  responsible
for the  acquisition of commercial real estate,  including  negotiations of sale
and  arrangement  of  bridge  financing.  From  1988  through  1991,  Mr.  Adams
independently  engaged in the acquisition of real estate. During the same period
he was employed by Porsche,  Audi,  Ferrari in Woodland  Hills,  California as a
salesman.  In this capacity,  Mr. Adams was  responsible  for all aspects of the
automobile  acquisition,  including arranging the purchase financing.  Mr. Adams
attended Los Angeles  Valley  College for two (2) years and took  marketing  and
sales extension courses at the University of California Los Angeles.



                                       17

<PAGE>



Officer and Director Resignations

     In December 2000, Messrs.  Jeffrey B. Lathe, Charles S. Hafer and Ernest L.
Porter resigned as our Officers and Directors. Mr. Charles Adams became the sole
Officer and Director.

   Section 16(a) Beneficial Ownership Reporting Compliance.

     To the best of our knowledge, no officer,  director and/or beneficial owner
of more than 10% of our common  stock,  failed to file  reports as  required  by
Section 16(a) of the Exchange Act during the most recent fiscal year.

Item 10.    Executive Compensation.

<TABLE>
<CAPTION>
                                                                         Long Term Compensation
                              Annual Compensation                       Awards      Payouts
                         ------------------------------                 ------      -------
   (a)                    (b)       (c)        (d)          (e)          (f)          (g)       (h)       (i)
Name &                   Fiscal    Annual                  Restricted   Securities                      All Other
Position                 Year      Salary($)  Bonus($)     Compen-      Stock      Underlying   LTIP     Compen-
                                                           sation       Award(s)    Options/   Payouts   sation
                                                             ($)         ($)         SARs(#)     ($)      ($)
------------------------------------------------------------------------------------------------------------------
<S>                       <C>      <C>          <C>         <C>        <C>            <C>        <C>       <C>
Ernest L.  Porter
Director, President
CEO                       2001*    25,300       -0-         -0-          -0-          -0-        -0-       -0-

Charles Adams
Chairman, CEO
President                 2001*     -0-         -0-         -0-         $8,000        -0-        -0-       -0-
--------------
</TABLE>

*    Charles Adams was elected to the Board of Directors  effective December 21,
     2000 and assumed the  position of CEO and  President  effective  January 1,
     2001. Mr. Porter agreed to resign his position effective January 1, 2001.

Compensation of Directors

     During the fiscal year ending  February 28,  2001,  other than as described
herein,  no other officer or director received any type of compensation from our
Company for serving as such. No  arrangements  are presently in place  regarding
compensation  to directors  for their  services as  directors  or for  committee
participation or special assignments.



                                       18

<PAGE>



Employee Stock Option Plan

     We have no stock option,  retirement,  pension, or profit-sharing  programs
for the  benefit of  directors,  officers or other  employees,  but our Board of
Directors may recommend adoption of one or more such programs in the future.

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

     The  following  table sets  forth,  as of  February  28,  2001,  the names,
addresses,  amount  and  nature of  beneficial  ownership  and  percent  of such
ownership of each person known to our Company to be the beneficial owner of more
than five percent (5%) of our Company's Common Stock:


Name and Address                      Amount and Nature              (1)
of Beneficial Owner                   of Beneficial Owner      Percent of Class
-------------------------             -------------------      -----------------
Charles Adams                           14,200,000                  87.9%
219 Almeria
West Palm Beach, FL 33405

Fred Keller                              1,600,000                   9.9%
6758 North Military Trail, Suite 301
West Palm Beach, Florida 33407


     The  following  table sets  forth,  as of  February  28,  2001,  the names,
addresses,  amount  and  nature of  beneficial  ownership  and  percent  of such
ownership of the Company's Common Stock of each of the officers and directors of
the Company, and the officers and directors of the Company as a group:


Name and Address                      Amount and Nature              (1)
of Beneficial Owner                   of Beneficial Owner      Percent of Class
-------------------------             -------------------      -----------------
Charles Adams                             14,200,000                 87.9%
219 Almeria
West Palm Beach, FL 33405

All Officers and Directors                14,200,000                 87.9%
as a Group.

(1)  Based upon  16,150,000  shares of the  Company's  Common  Stock  issued and
     outstanding as of February 28, 2001.




                                       19

<PAGE>


Item 12. Certain Relationships and Related Transactions.

     Although our management has no current plans to cause the Company to do so,
our affiliates,  officers and directors may actively  negotiate for or otherwise
consent to the  disposition  of any portion of their Common Stock as a condition
to or in connection with a Business Combination.  Therefore, it is possible that
the terms of any Business  Combination  will provide for the sale of some shares
of Common Stock held by management or  affiliates.  Thus, it is likely that none
of our other  shareholders  will be afforded  the right to sell their  shares of
Common  Stock in  connection  with a Business  Combination  pursuant to the same
terms that such  selling  officers,  directors or  affiliates  will be provided.
Also,  such  shareholders  will not be  afforded  an  opportunity  to approve or
consent to such management or affiliate's stock purchase. It is more likely than
not that any sale of  securities  by the Company's  current  stockholders  to an
acquisition  candidate  would  be at a  price  substantially  higher  than  that
originally paid by such stockholders. Any payment to current stockholders in the
context of an acquisition  involving our Company would be determined entirely by
the  largely  unforeseeable  terms of a future  agreement  with an  unidentified
business entity.

     Since  February,  1997,  Fred  Keller,  Trustee,  Fred  Keller  Trust,  our
affiliate shareholder, has made loans to our Company on an almost month by month
basis in the form of demand  notes  payable  bearing  interest at the prime rate
plus two percent (2%)  adjusted  quarterly.  As of the date of this report,  the
aggregate value of the principal on such loans approximated $0.00.

     Pursuant to Sections  607.0901(5) and  607.0902(5) of the Florida  Business
Corporation Act, our Company has inserted certain  provisions in our articles of
incorporation  which  have the  effect of  removing  us from the  purview of the
control-share  acquisition and affiliated transaction statutes promulgated under
Sections  607.0901  and  607.0902 of the Florida  Business  Corporation  Act and
hence, the protections afforded by such statutes.

     Section   607.0901  of  the  Florida   Business   Corporation  Act  imposes
limitations on the exercise of corporate control,  directly or indirectly,  by a
beneficial  owner of more than 10% of a corporation's  outstanding  voting stock
(an "interested  shareholder").  The corporation's  "disinterested directors" as
defined therein,  or a supermajority of the  corporation's  shareholders  (other
than the  interested  shareholder  and related  parties) are required to approve
certain  business  combinations and corporate  transactions  with the interested
shareholder or any entity or individual controlled by the interested shareholder
("affiliated  transaction"),  unless certain statutory  exemptions apply, or the
corporation  has opted out of the affiliated  transactions  statute.  The stated
purpose  of the  affiliated  transactions  statute  is to  assure  that  Florida
shareholders  who do not tender their shares in a hostile takeover offer receive
a fair  price for those  shares in a  second-step,  freeze-out  transaction.  By
removing  the  Company  from the  purview of  Florida's  affiliated  transaction
statute,  the consideration  received by selling shareholders in a "second-step"
transaction  could  be less  than  the  consideration  received  by the  selling
shareholders in the initial transaction.

     Section 607.0902 of the Florida  Business  Corporation Act denies corporate
control to an acquirer of control shares by  extinguishing  the voting rights of
shares of an "issuing public  corporation",  as defined  therein,  acquired in a
"control share acquisition", as defined therein. Voting rights may be reinstated
to the extent provided in a shareholders'  resolution approved by (1) each class
or series entitled to vote separately on the proposal by a majority Of all votes
entitled  to be cast by such  class  or  series  and (2) each  class  or  series
entitled to vote  separately on the proposal by a majority of all votes entitled
to be cast by such class or series,  excluding  all  "interested  shares"  (ie.,
generally  speaking,  those shares that may be voted by or at the direction of a
person who made a control-share  acquisition or an officer or  employee/director
of the subject "issuing public  corporation").  The acquisition of shares is not
directly  affected,  only the voting rights attendant  tocontrol  shares.  Other
shares of the same corporation that are owned or acquired by the same person are
not affected.

                                       20

<PAGE>



     The stated purpose of the control share acquisitions  statute is to protect
Florida shareholders by affording them an opportunity to decide whether a change
in corporate  control is desirable.  By removing the Company from the purview of
Florida's  control-share  acquisition  statute,  shares  of an  "issuing  public
corporation"  acquired  pursuant to a control  acquisition  are not deemed to be
"control- share acquisitions",  which, in the Company's case, effectively denies
non-management/affiliate shareholders an opportunity to approve or consent to an
acquirer's  purchase  of such  management  or  affiliate's  stock  pursuant to a
Business   Combination.   See  "Description  of  Business  -  Shell  Corporation
Discussion - Conflicts of Interest".

     We were  incorporated  under the laws of the State of  Florida on April 23,
1998 as a wholly owned  subsidiary of Fairfax  Nevada.  On September 8, 1998, we
became the successor  corporation  to a merger  between  Fairfax  Nevada and our
Company.  The primary purpose of the merger was to re-domicile Fairfax Nevada to
the  State  of  Florida  in  order  for  Fairfax  Nevada  to  become  a  Florida
corporation.  Among other things, the plan of merger provided that each share of
our Company's capital stock issued and outstanding prior to the merger, and each
share of our Company's capital stock held in treasury prior to the merger, would
cease to exist;  and each share of Fairfax  Nevada's  capital  stock  issued and
outstanding prior to the merger,  and each share of the Fairfax Nevada's capital
stock  held in  treasury  prior to the  merger,  would  cease  to  exist  and be
converted  into an  equal  number  of  shares  of our  Company's  capital  stock
identical with the Fairfax Nevada shares being exchanged. We relied upon Section
3(a)(9) of the Securities Act with respect to this transaction.

     On or about  December 21, 2000,  Mr.  Charles  Adams  acquired  controlling
interest of the Company  from Mr. Fred Keller.  At that time the Company  issued
10,000,000  shares of its common stock  valued at $0.01 par value,  to Mr. Adams
for past and future consulting services.  These shares are Restricted under Rule
144.  Subsequent  to February 28, 2001 prepaid  expenses  were reversed when Mr.
Adams relinquished the shares of common stock owned.

     On March 6, 2001, Mr. Adams  relinquished  his 14,200,000  shares of common
stock  owned  and  returned  them  to  the  company's   treasury.   The  Company
subsequently  entered into a Share Exchange  Agreement with Diversified  Product
Inspections,  Inc., a Florida corporation,  and the individual holders of all of
the outstanding capital stock of Diversified Product Investigations,  Inc.. (the
"Holders").  Pursuant to the Agreement,  the Holders tendered to the Company all
issued  and   outstanding   shares  of  common  stock  of  Diversified   Product
Investigations,  Inc. in exchange for  10,327,420  Shares of common stock of the
Company. The reorganization is being accounted for as a reverse acquisition.

     As  a  result  of  the  Share  Exchange  Agreement,   Diversified  Products
International became a wholly-owned  subsidiary of the Company. In addition, the
Company changed its name to Diversified Product Inspections, Inc. Following this
exchange a total of 12,277,420 shares of common stock of the Company were issued
and outstanding.

     On April 3, 2001,  all options  issued to unrelated  third  parties by Fred
Keller as part of the Stock Purchase  Agreement  dated  December 21, 2000,  were
exercised for a total of 1,600,000  shares of common stock at an aggregate price
of $30.00.


                                       21

<PAGE>



Item 13. Exhibits and Reports on Form 8-K.


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

<TABLE>
<CAPTION>
Exhibit No.     Exhibit Name
-----------     ---------------------
<S>             <C>
2.1             Share Exchange Agreement between with Diversified Product Inspections, Inc., a
                Florida corporation filed with the SEC on March 6, 2001.(2)

3.i.1           Articles of Incorporation and Amendment to Articles of Incorporation.(1)

3.ii.1          Bylaws.(1)

4.i.1           Articles of Incorporation and Amendment to Articles of Incorporation.(1)

4.ii.1          Bylaws.(1)

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

10.2            Business Lease.(1)

10.3            Ernest Porter Employment Contract.(1)

10.4            Specimen Sample of Demand Promissory Notes made by the Registrant to Fred
                Keller.(1)
-----------
</TABLE>

(1)  Incorporated herein by reference to the Company's Registration Statement on
     Form 10-SB filed February 23, 1999.

(2)  Incorporated  herein by reference to the Company's  Form 8-K filed with the
     SEC on March 6, 2001.


     (b) Reports on Form 8-K.

     On  January 3, 2001,  the  Company  filed a Form 8-K to reflect a change of
control of the Company.

     On March 13,  2001,  the Company  filed a Form 8-K to reflect  that certain
Share Exchange Agreement with Diversified Product  Inspections,  Inc., a Florida
corporation,  and the individual holders of all of the outstanding capital stock
of Diversified Product Inspections, Inc. The Company


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filed a Form 8-K/A on March 21, 2001 to provide financial statements and the pro
forma financial information for Diversified Product Inspections, Inc., a Florida
corporation,  as required by Item 7 of Form 8-K.  The Company  also  changed its
fiscal  year end to  December  31, to conform  with the fiscal  year end for its
subsidiary.

     On May 14, 2001 the  Company  filed an 8-K/A to amend the Form 8-K filed on
March 21, 2001 by the  Company.  The purpose of this  amendment  was to provided
additional  financial  statements and the pro forma  financial  information  for
Diversified Product Inspections,  Inc.., a Florida  corporation,  as required by
Item 7 of Form 8-K and to  reflect  the May 19,  2001  change  by the  Company's
subsidiary ("SPI") of its name to Diversified Products Investigations, Inc.


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                                   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:



                               FAIRFAX GROUP, INC.
                                  (Registrant)


Date: June 13,  2001            By: /s/ Charles Adams
                                 ---------------------------
                                   Charles Adams, President





     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.


Date: June 13, 2001               By:  /s/ Charles Adams
                                  ----------------------------
                                  Charles Adams, President & Director




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