UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                      DIVERSIFIED PRODUCT INSPECTIONS, INC.
                            f/k/a Fairfax Group, Inc.
          ------------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)


Florida                                                        65-0832025
--------------------------------------                   -----------------------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                               Identification no.)

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

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


                      DIVERSIFIED PRODUCT INSPECTIONS, INC.
                            f/k/a Fairfax Group, Inc.
              YEAR 2001 EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN
             ------------------------------------------------------
                            (Full title of the plan)

                                   John VanZyll
                                   3 Main Street
                                   Oakridge, TN 37830
                                   Phone: (865) 482-8480
             ------------------------------------------------------
            (Name, address and telephone number of agent for service)

CALCULATION OF REGISTRATION FEE

TITLE OF           PROPOSED      PROPOSED     MAXIMUM       AMOUNT OF
SECURITIES         AMOUNT        MAXIMUM      AGGREGATE     REGISTRATION
TO BE              TO BE         OFFERING     OFFERING      FEE (1)
REGISTERED         REGISTERED    PRICE        PRICE
                   PER SHARE
----------------   ------------  ----------  ------------   ---------------
Common Stock       1,400,000 (2)   $0.01      $14,000         $3.50
$0.01 par value


<PAGE>



(1)  Estimated  pursuant  to Rule  457(c) and 457(h)  solely for the  purpose of
calculating the Registration  Fee, which is based on the book value per share of
the Company's  Common Stock as of 11/30/00  since there is no current  market in
their stock.

(2)  Represents  the  maximum  number  of shares  which may be issued  under the
Diversified   Product   Inspections,   Inc.   2001   Employee/Consultant   Stock
Compensation Plan (the "Plan").

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The  following  documents  which  have been  heretofore  filed with the
Securities and Exchange Commission (the "Commission") by the Registrant pursuant
to the Securities  Exchange Act of 1934 (the "Exchange Act") are incorporated by
reference in this Registration Statement:

     (1) The Registrant's Initial Report on Form l0SB filed on February 23, 1999
as amended on June 22, 1999 and June 28, 1999;

     (2) All other reports filed by the Registrant with the Commission  pursuant
to  Section  13(a) or  Section  15(d) of the  Exchange  Act since the end of the
period  covered by the Form 10SB referred to above and includes Form 10KSB filed
on May 27, 1999 for the year ended  February 28, 1999,  Form 10QSB filed on July
13, 1999 for the  quarter  ended May 31,  1999,  on  September  21, 1999 for the
quarter  ended  August 31,  1999,  on January  11,  2000 for the  quarter  ended
November  30,  1999,  on Form  10KSB  filed on May 30,  2000 for the year  ended
February 29, 2000,  Form 10QSB filed on July 17, 2000 for the quarter  ended May
31, 2000, on September  26, 2000 for the quarter  ended August 31, 2000,  and on
January 16, 2001 for the quarter ended November 30, 2000; and

     (3) The description of the Common Stock of the Registrant  contained in the
Form 10SB referred to above.

         All documents filed by the Registrant  with the Commission  pursuant to
Section  13(a),  3(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment  hereto which indicates that all securities  offered have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.



<PAGE>



Item 6.  Indemnification of Directors and Officers.

         The Company's bylaws provide that:

"The  corporation  shall  indemnify  all  directors  and officers to the fullest
extent now or hereafter  permitted by the Florida Statues.  This bylaw shall not
limit the rights of such persons or other persons to indemnification as provided
or permitted as a matter of law, under the Florida Statutes or otherwise."

         The Florida Statutes Section 607.0850 provide that:

         (1) A  corporation  shall have power to indemnify any person who was or
is a party to any  proceeding  (other than an action by, or in the right of, the
corporation),  by  reason  of the  fact  that  he or  she is or was a  director,
officer,  employee,  or agent of the  corporation  or is or was  serving  at the
request of the corporation as a director, officer, employee, or agent of another
corporation,  partnership,  joint venture,  trust, or other  enterprise  against
liability  incurred in  connection  with such  proceeding,  including any appeal
thereof,  if he or she acted in good faith and in a manner he or she  reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe his or her conduct was unlawful.  The  termination  of any proceeding by
judgment,  order, settlement, or conviction or upon a plea of nolo contendere or
its equivalent  shall not, of itself,  create a presumption  that the person did
not act in good faith and in a manner which he or she reasonably  believed to be
in, or not opposed to, the best interests of the corporation or, with respect to
any criminal action or proceeding,  had reasonable  cause to believe that his or
her conduct was unlawful.

         (2) A corporation shall have power to indemnify any person,  who was or
is a party to any proceeding by or in the right of the  corporation to procure a
judgment  in its  favor by  reason  of the  fact  that  the  person  is or was a
director, officer, employee, or agent of the corporation or is or was serving at
the request of the  corporation as a director,  officer,  employee,  or agent of
another  corporation,  partnership,  joint venture,  trust, or other enterprise,
against  expenses and amounts paid in settlement not exceeding,  in the judgment
of the board of directors, the estimated expense of litigating the proceeding to
conclusion,  actually and reasonably  incurred in connection with the defense or
settlement   of  such   proceeding,   including   any   appeal   thereof.   Such
indemnification  shall be authorized if such person acted in good faith and in a
manner he or she  reasonably  believed  to be in, or not  opposed  to,  the best
interests of the corporation, except that no indemnification shall be made under
this  subsection  in  respect of any  claim,  issue,  or matter as to which such
person  shall have been  adjudged  to be liable  unless,  and only to the extent
that,  the court in which such  proceeding  was  brought,  or any other court of
competent  jurisdiction,  shall  determine upon  application  that,  despite the
adjudication  of liability but in view of all  circumstances  of the case,  such
person is fairly and  reasonably  entitled to indemnity for such expenses  which
such court shall deem proper.

         (3) To the extent that a  director,  officer,  employee, or  agent of a
corporation  has been  successful  on the merits or  otherwise in defense of any
proceeding referred to in subsection (1) or subsection (2), or in defense of any
claim, issue, or matter therein, he or she shall be indemnified against expenses
actually and reasonably incurred by him or her in connection therewith.


<PAGE>



         (4) Any indemnification under subsection  (1) or subsection (2), unless
pursuant to a determination by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director,  officer, employee, or agent is proper in the circumstances because he
or she has met the applicable standard of conduct set forth in subsection (1) or
subsection (2). Such determination shall be made:

(a)  By the board of  directors  by a majority  vote of a quorum  consisting  of
     directors who were not parties to such proceeding;

(b)  If such a quorum is not obtainable or, even if obtainable, by majority vote
     of a  committee  duly  designated  by the  board  of  directors  (in  which
     directors who are parties may participate) consisting solely of two or more
     directors not at the time parties to the proceeding;

(c)  By independent legal counsel:

          1.  Selected by the board of directors  prescribed in paragraph (a) or
the committee prescribed in paragraph (b); or

          2. If a quorum of the  directors  cannot be obtained for paragraph (a)
and the committee cannot be designated under paragraph (b), selected by majority
vote of the full board of  directors  (in which  directors  who are  parties may
participate); or

(d)  By  the  shareholders  by  a  majority  vote  of  a  quorum  consisting  of
     shareholders  who were not parties to such proceeding or, if no such quorum
     is obtainable,  by a majority vote of shareholders  who were not parties to
     such proceeding.

         (5) Evaluation of the  reasonableness  of expenses and authorization of
indemnification  shall  be made in the same  manner  as the  determination  that
indemnification is permissible.  However, if the determination of permissibility
is made by independent  legal  counsel,  persons  specified by paragraph  (4)(c)
shall evaluate the reasonableness of expenses and may authorize indemnification.

         (6) Expenses incurred by an officer or director in defending a civil or
criminal  proceeding  may be paid by the  corporation  in  advance  of the final
disposition of such proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if he or she is  ultimately  found
not to be  entitled  to  indemnification  by the  corporation  pursuant  to this
section.  Expenses incurred by other employees and agents may be paid in advance
upon such terms or conditions that the board of directors deems appropriate.

         (7) The  indemnification  and advancement of expenses provided pursuant
to this  section  are not  exclusive,  and a  corporation  may make any other or
further  indemnification  or  advancement  of expenses of any of its  directors,
officers, employees, or agents, under any bylaw, agreement, vote of shareholders
or  disinterested  directors,  or  otherwise,  both as to  action  in his or her
official  capacity  and as to action in  another  capacity  while  holding  such
office. However, indemnification or advancement of expenses shall not be made to
or on behalf of any director, officer, employee, or agent if a judgment or other
final  adjudication  establishes  that his or her actions,  or omissions to act,
were material to the cause of action so adjudicated and constitute:


<PAGE>



(a)  A violation of the criminal law, unless the director, officer, employee, or
     agent had reasonable  cause to believe his or her conduct was lawful or had
     no reasonable cause to believe his or her conduct was unlawful;

(b)  A transaction from which the director,  officer, employee, or agent derived
     an improper personal benefit;

(c)  In the  case of a  director,  a  circumstance  under  which  the  liability
     provisions of s. 607.0834 are applicable; or

(d)  Willful  misconduct or a conscious  disregard for the best interests of the
     corporation  in a  proceeding  by or in the  right  of the  corporation  to
     procure a judgment in its favor or in a proceeding  by or in the right of a
     shareholder.

         (8)  Indemnification  and  advancement  of expenses as provided in this
section  shall  continue  as,  unless  otherwise  provided  when  authorized  or
ratified,  to a person who has ceased to be a director,  officer,  employee,  or
agent and shall inure to the benefit of the heirs, executors, and administrators
of such a person, unless otherwise provided when authorized or ratified.

         (9)  Unless  the  corporation's   articles  of  incorporation   provide
otherwise,   notwithstanding   the   failure   of  a   corporation   to  provide
indemnification,  and despite any contrary  determination of the board or of the
shareholders in the specific case, a director,  officer,  employee,  or agent of
the  corporation  who  is  or  was  a  party  to  a  proceeding  may  apply  for
indemnification or advancement of expenses, or both, to the court conducting the
proceeding, to the circuit court, or to another court of competent jurisdiction.
On  receipt  of an  application,  the court,  after  giving  any notice  that it
considers  necessary,  may order  indemnification  and  advancement of expenses,
including  expenses  incurred  in  seeking   court-ordered   indemnification  or
advancement of expenses, if it determines that:

(a)  The  director,  officer,  employee,  or  agent  is  entitled  to  mandatory
     indemnification  under  subsection  (3), in which case the court shall also
     order the corporation to pay the director  reasonable  expenses incurred in
     obtaining court-ordered indemnification or advancement of expenses;

(b)  The director, officer, employee, or agent is entitled to indemnification or
     advancement  of  expenses,  or  both,  by  virtue  of the  exercise  by the
     corporation of its power pursuant to subsection (7); or

(c)  The director, officer, employee, or agent is fairly and reasonably entitled
     to indemnification or advancement of expenses,  or both, in view of all the
     relevant circumstances,  regardless of whether such person met the standard
     of conduct set forth in subsection (1), subsection (2), or subsection (7).

         (10) For purposes of this section, the term "corporation"  includes, in
addition to the resulting  corporation,  any constituent  corporation (including
any constituent of a constituent) absorbed in a consolidation or merger, so that
any  person  who  is  or  was a  director,  officer,  employee,  or  agent  of a
constituent  corporation,  or is or was serving at the request of a  constituent
corporation


<PAGE>



as a director, officer, employee, or agent of another corporation,  partnership,
joint venture,  trust, or other  enterprise,  is in the same position under this
section with respect to the  resulting  or  surviving  corporation  as he or she
would  have  with  respect  to  such  constituent  corporation  if its  separate
existence had continued."

Item 7.   Exemption from Registration Claimed.

         Not applicable.

Item 8.   Exhibits.
--------------------------------
5.1    *  Opinion of Mintmire & Associates

10.35  *  Diversified Product  Inspections,  Inc. Year 2001  Employee/Consultant
          Stock Compensation Plan

23.1   *  Consent of Michaelson & Co., P.A.

23.2   *  Consent of Mintmire & Associates  (contained  in the opinion  filed as
          Exhibit 5.1 hereof)
-----------------------------------
(* filed herewith)


Item 9.   Undertakings.

The Registrant hereby undertakes:

(a)      (1) to file, during any period in which it offers or sells  securities,
a post  effective  amendment  to this  registration  statement  to  include  any
prospectus required by Section10(a) (3) of the Securities Act;

         (2) that,  for the  purpose  of  determining  any  liability  under the
Securities  Act  of  1933,  to  treat  each  post-effective  amendment  as a new
registration  statement  of the  securities  offered,  and the  offering  of the
securities at that time to be the initial bona fide offering;

         (3) to remove from registration by means of a post-effective  amendment
any of the securities that remain unsold at the end of the offering.

(b) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to  directors,  officers,  and  controlling
persons of the small business  issuer pursuant to the foregoing  provisions,  or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the Company in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such director, officer or controlling person in connection


<PAGE>



with the securities being registered, the Company will, unless in the opinion of
this counsel that matter has been settled by controlling precedent,  submit to a
court of appropriate  jurisdiction the question whether such  indemnification by
it is against  public policy as expressed in the Act and will be governed by the
final jurisdiction of such issue.


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf, on March 6, 2001.

                          Diversified Product Inspections, Inc.

                          By: /s/  John Van Zyll
                          -------------------------------------
                          John Van Zyll, Chairman and Chief Executive Officer


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.



Signature                            Title                     Date
------------------         ---------------------       ---------------------

/s/ John Van Zyll
----------------------     Chairman and Chief           March 6, 2001
John Van Zyll              Executive Officer

/s/ Ann M. Furlong
----------------------     Secretary and Director       March 6, 2001
Ann M. Furlong

/s/ Marvin Stacy
----------------------     Chief Operating Officer      March 6, 2001
Marvin Stacy               and Director

/s/ Dean Madden
----------------------     Chief Financial Officer,     March 6, 2001
Dean Madden                Treasurer and Director

/s/ David Dowell
----------------------     Director                     March 6, 2001
David Dowell
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "1933 REGISTRATION STATEMENT", "secsgml_size_bytes": 19418}]
{"company-data": {"conformed-name": "FAIRFAX GROUP INC", "cik": "0001079297", "assigned-sic": "6770", "irs-number": "650832025", "state-of-incorporation": "FL", "fiscal-year-end": "1228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56614", "film-number": "1562289"}, "business-address": {"street1": "6758 N MILITARY TRAIL", "street2": "SUITE 303", "city": "WEST PALM BEACH", "state": "FL", "zip": "33407", "phone": "5618409100"}, "mail-address": {"street1": "6758 N MILITARY TRAIL", "street2": "SUITE 303", "city": "WEST PALM BEACH", "state": "FL", "zip": "33407"}}
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                      DIVERSIFIED PRODUCT INSPECTIONS, INC.
                            f/k/a Fairfax Group, Inc.
          ------------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)

Florida                                                        65-0832025
--------------------------------------                   -----------------------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                               Identification no.)

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

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

                      DIVERSIFIED PRODUCT INSPECTIONS, INC.
                            f/k/a Fairfax Group, Inc.
              YEAR 2001 EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN
             ------------------------------------------------------
                            (Full title of the plan)

                                   John VanZyll
                                   3 Main Street
                                   Oakridge, TN 37830
                                   Phone: (865) 482-8480
             ------------------------------------------------------
            (Name, address and telephone number of agent for service)

CALCULATION OF REGISTRATION FEE

TITLE OF           PROPOSED      PROPOSED     MAXIMUM       AMOUNT OF
SECURITIES         AMOUNT        MAXIMUM      AGGREGATE     REGISTRATION
TO BE              TO BE         OFFERING     OFFERING      FEE (1)
REGISTERED         REGISTERED    PRICE        PRICE
                   PER SHARE
----------------   ------------  ----------  ------------   ---------------
Common Stock       1,400,000 (2)   $0.01      $14,000         $3.50
$0.01 par value
(1)  Estimated  pursuant  to Rule  457(c) and 457(h)  solely for the  purpose of
calculating the Registration  Fee, which is based on the book value per share of
the Company's  Common Stock as of 11/30/00  since there is no current  market in
their stock.

(2)  Represents  the  maximum  number  of shares  which may be issued  under the
Diversified   Product   Inspections,   Inc.   2001   Employee/Consultant   Stock
Compensation Plan (the "Plan").

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The  following  documents  which  have been  heretofore  filed with the
Securities and Exchange Commission (the "Commission") by the Registrant pursuant
to the Securities  Exchange Act of 1934 (the "Exchange Act") are incorporated by
reference in this Registration Statement:

     (1) The Registrant's Initial Report on Form l0SB filed on February 23, 1999
as amended on June 22, 1999 and June 28, 1999;

     (2) All other reports filed by the Registrant with the Commission  pursuant
to  Section  13(a) or  Section  15(d) of the  Exchange  Act since the end of the
period  covered by the Form 10SB referred to above and includes Form 10KSB filed
on May 27, 1999 for the year ended  February 28, 1999,  Form 10QSB filed on July
13, 1999 for the  quarter  ended May 31,  1999,  on  September  21, 1999 for the
quarter  ended  August 31,  1999,  on January  11,  2000 for the  quarter  ended
November  30,  1999,  on Form  10KSB  filed on May 30,  2000 for the year  ended
February 29, 2000,  Form 10QSB filed on July 17, 2000 for the quarter  ended May
31, 2000, on September  26, 2000 for the quarter  ended August 31, 2000,  and on
January 16, 2001 for the quarter ended November 30, 2000; and

     (3) The description of the Common Stock of the Registrant  contained in the
Form 10SB referred to above.

         All documents filed by the Registrant  with the Commission  pursuant to
Section  13(a),  3(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment  hereto which indicates that all securities  offered have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.
Item 6.  Indemnification of Directors and Officers.

         The Company's bylaws provide that:

"The  corporation  shall  indemnify  all  directors  and officers to the fullest
extent now or hereafter  permitted by the Florida Statues.  This bylaw shall not
limit the rights of such persons or other persons to indemnification as provided
or permitted as a matter of law, under the Florida Statutes or otherwise."

         The Florida Statutes Section 607.0850 provide that:

         (1) A  corporation  shall have power to indemnify any person who was or
is a party to any  proceeding  (other than an action by, or in the right of, the
corporation),  by  reason  of the  fact  that  he or  she is or was a  director,
officer,  employee,  or agent of the  corporation  or is or was  serving  at the
request of the corporation as a director, officer, employee, or agent of another
corporation,  partnership,  joint venture,  trust, or other  enterprise  against
liability  incurred in  connection  with such  proceeding,  including any appeal
thereof,  if he or she acted in good faith and in a manner he or she  reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe his or her conduct was unlawful.  The  termination  of any proceeding by
judgment,  order, settlement, or conviction or upon a plea of nolo contendere or
its equivalent  shall not, of itself,  create a presumption  that the person did
not act in good faith and in a manner which he or she reasonably  believed to be
in, or not opposed to, the best interests of the corporation or, with respect to
any criminal action or proceeding,  had reasonable  cause to believe that his or
her conduct was unlawful.

         (2) A corporation shall have power to indemnify any person,  who was or
is a party to any proceeding by or in the right of the  corporation to procure a
judgment  in its  favor by  reason  of the  fact  that  the  person  is or was a
director, officer, employee, or agent of the corporation or is or was serving at
the request of the  corporation as a director,  officer,  employee,  or agent of
another  corporation,  partnership,  joint venture,  trust, or other enterprise,
against  expenses and amounts paid in settlement not exceeding,  in the judgment
of the board of directors, the estimated expense of litigating the proceeding to
conclusion,  actually and reasonably  incurred in connection with the defense or
settlement   of  such   proceeding,   including   any   appeal   thereof.   Such
indemnification  shall be authorized if such person acted in good faith and in a
manner he or she  reasonably  believed  to be in, or not  opposed  to,  the best
interests of the corporation, except that no indemnification shall be made under
this  subsection  in  respect of any  claim,  issue,  or matter as to which such
person  shall have been  adjudged  to be liable  unless,  and only to the extent
that,  the court in which such  proceeding  was  brought,  or any other court of
competent  jurisdiction,  shall  determine upon  application  that,  despite the
adjudication  of liability but in view of all  circumstances  of the case,  such
person is fairly and  reasonably  entitled to indemnity for such expenses  which
such court shall deem proper.

         (3) To the extent that a  director,  officer,  employee, or  agent of a
corporation  has been  successful  on the merits or  otherwise in defense of any
proceeding referred to in subsection (1) or subsection (2), or in defense of any
claim, issue, or matter therein, he or she shall be indemnified against expenses
actually and reasonably incurred by him or her in connection therewith.
(4) Any indemnification under subsection  (1) or subsection (2), unless
pursuant to a determination by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director,  officer, employee, or agent is proper in the circumstances because he
or she has met the applicable standard of conduct set forth in subsection (1) or
subsection (2). Such determination shall be made:

(a)  By the board of  directors  by a majority  vote of a quorum  consisting  of
     directors who were not parties to such proceeding;

(b)  If such a quorum is not obtainable or, even if obtainable, by majority vote
     of a  committee  duly  designated  by the  board  of  directors  (in  which
     directors who are parties may participate) consisting solely of two or more
     directors not at the time parties to the proceeding;

(c)  By independent legal counsel:

          1.  Selected by the board of directors  prescribed in paragraph (a) or
the committee prescribed in paragraph (b); or

          2. If a quorum of the  directors  cannot be obtained for paragraph (a)
and the committee cannot be designated under paragraph (b), selected by majority
vote of the full board of  directors  (in which  directors  who are  parties may
participate); or

(d)  By  the  shareholders  by  a  majority  vote  of  a  quorum  consisting  of
     shareholders  who were not parties to such proceeding or, if no such quorum
     is obtainable,  by a majority vote of shareholders  who were not parties to
     such proceeding.

         (5) Evaluation of the  reasonableness  of expenses and authorization of
indemnification  shall  be made in the same  manner  as the  determination  that
indemnification is permissible.  However, if the determination of permissibility
is made by independent  legal  counsel,  persons  specified by paragraph  (4)(c)
shall evaluate the reasonableness of expenses and may authorize indemnification.

         (6) Expenses incurred by an officer or director in defending a civil or
criminal  proceeding  may be paid by the  corporation  in  advance  of the final
disposition of such proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if he or she is  ultimately  found
not to be  entitled  to  indemnification  by the  corporation  pursuant  to this
section.  Expenses incurred by other employees and agents may be paid in advance
upon such terms or conditions that the board of directors deems appropriate.

         (7) The  indemnification  and advancement of expenses provided pursuant
to this  section  are not  exclusive,  and a  corporation  may make any other or
further  indemnification  or  advancement  of expenses of any of its  directors,
officers, employees, or agents, under any bylaw, agreement, vote of shareholders
or  disinterested  directors,  or  otherwise,  both as to  action  in his or her
official  capacity  and as to action in  another  capacity  while  holding  such
office. However, indemnification or advancement of expenses shall not be made to
or on behalf of any director, officer, employee, or agent if a judgment or other
final  adjudication  establishes  that his or her actions,  or omissions to act,
were material to the cause of action so adjudicated and constitute:
(a)  A violation of the criminal law, unless the director, officer, employee, or
     agent had reasonable  cause to believe his or her conduct was lawful or had
     no reasonable cause to believe his or her conduct was unlawful;

(b)  A transaction from which the director,  officer, employee, or agent derived
     an improper personal benefit;

(c)  In the  case of a  director,  a  circumstance  under  which  the  liability
     provisions of s. 607.0834 are applicable; or

(d)  Willful  misconduct or a conscious  disregard for the best interests of the
     corporation  in a  proceeding  by or in the  right  of the  corporation  to
     procure a judgment in its favor or in a proceeding  by or in the right of a
     shareholder.

         (8)  Indemnification  and  advancement  of expenses as provided in this
section  shall  continue  as,  unless  otherwise  provided  when  authorized  or
ratified,  to a person who has ceased to be a director,  officer,  employee,  or
agent and shall inure to the benefit of the heirs, executors, and administrators
of such a person, unless otherwise provided when authorized or ratified.

         (9)  Unless  the  corporation's   articles  of  incorporation   provide
otherwise,   notwithstanding   the   failure   of  a   corporation   to  provide
indemnification,  and despite any contrary  determination of the board or of the
shareholders in the specific case, a director,  officer,  employee,  or agent of
the  corporation  who  is  or  was  a  party  to  a  proceeding  may  apply  for
indemnification or advancement of expenses, or both, to the court conducting the
proceeding, to the circuit court, or to another court of competent jurisdiction.
On  receipt  of an  application,  the court,  after  giving  any notice  that it
considers  necessary,  may order  indemnification  and  advancement of expenses,
including  expenses  incurred  in  seeking   court-ordered   indemnification  or
advancement of expenses, if it determines that:

(a)  The  director,  officer,  employee,  or  agent  is  entitled  to  mandatory
     indemnification  under  subsection  (3), in which case the court shall also
     order the corporation to pay the director  reasonable  expenses incurred in
     obtaining court-ordered indemnification or advancement of expenses;

(b)  The director, officer, employee, or agent is entitled to indemnification or
     advancement  of  expenses,  or  both,  by  virtue  of the  exercise  by the
     corporation of its power pursuant to subsection (7); or

(c)  The director, officer, employee, or agent is fairly and reasonably entitled
     to indemnification or advancement of expenses,  or both, in view of all the
     relevant circumstances,  regardless of whether such person met the standard
     of conduct set forth in subsection (1), subsection (2), or subsection (7).

         (10) For purposes of this section, the term "corporation"  includes, in
addition to the resulting  corporation,  any constituent  corporation (including
any constituent of a constituent) absorbed in a consolidation or merger, so that
any  person  who  is  or  was a  director,  officer,  employee,  or  agent  of a
constituent  corporation,  or is or was serving at the request of a  constituent
corporation
as a director, officer, employee, or agent of another corporation,  partnership,
joint venture,  trust, or other  enterprise,  is in the same position under this
section with respect to the  resulting  or  surviving  corporation  as he or she
would  have  with  respect  to  such  constituent  corporation  if its  separate
existence had continued."

Item 7.   Exemption from Registration Claimed.

         Not applicable.

Item 8.   Exhibits.
--------------------------------
5.1    *  Opinion of Mintmire & Associates

10.35  *  Diversified Product  Inspections,  Inc. Year 2001  Employee/Consultant
          Stock Compensation Plan

23.1   *  Consent of Michaelson & Co., P.A.

23.2   *  Consent of Mintmire & Associates  (contained  in the opinion  filed as
          Exhibit 5.1 hereof)
-----------------------------------
(* filed herewith)

Item 9.   Undertakings.

The Registrant hereby undertakes:

(a)      (1) to file, during any period in which it offers or sells  securities,
a post  effective  amendment  to this  registration  statement  to  include  any
prospectus required by Section10(a) (3) of the Securities Act;

         (2) that,  for the  purpose  of  determining  any  liability  under the
Securities  Act  of  1933,  to  treat  each  post-effective  amendment  as a new
registration  statement  of the  securities  offered,  and the  offering  of the
securities at that time to be the initial bona fide offering;

         (3) to remove from registration by means of a post-effective  amendment
any of the securities that remain unsold at the end of the offering.

(b) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to  directors,  officers,  and  controlling
persons of the small business  issuer pursuant to the foregoing  provisions,  or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the Company in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such director, officer or controlling person in connection
with the securities being registered, the Company will, unless in the opinion of
this counsel that matter has been settled by controlling precedent,  submit to a
court of appropriate  jurisdiction the question whether such  indemnification by
it is against  public policy as expressed in the Act and will be governed by the
final jurisdiction of such issue.

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf, on March 6, 2001.

                          Diversified Product Inspections, Inc.

                          By: /s/  John Van Zyll
                          -------------------------------------
                          John Van Zyll, Chairman and Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                            Title                     Date
------------------         ---------------------       ---------------------

/s/ John Van Zyll
----------------------     Chairman and Chief           March 6, 2001
John Van Zyll              Executive Officer

/s/ Ann M. Furlong
----------------------     Secretary and Director       March 6, 2001
Ann M. Furlong

/s/ Marvin Stacy
----------------------     Chief Operating Officer      March 6, 2001
Marvin Stacy               and Director

/s/ Dean Madden
----------------------     Chief Financial Officer,     March 6, 2001
Dean Madden                Treasurer and Director

/s/ David Dowell
----------------------     Director                     March 6, 2001
David Dowell