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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

                                       OR

[ ] 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: 0-28177

                                 EVERLERT, INC.
                           --------------------------
             (Exact name of registrant as specified in its charter)

                Nevada                                           91-1886117
           ----------------                                   -----------------
(State or jurisdiction of incorporation                       (I.R.S. Employer
            or organization)                                 Identification No.)

       4501 Sunny Dunes, Unit B, Palm Springs, California           92263
       --------------------------------------------------           -----
            (Address of principal executive offices)              (Zip Code)

                  Registrant's telephone number: (760) 327-7163

        Securities registered pursuant to Section 12(b) of the Act: None

 Securities registered pursuant to Section 12(g) of the Act:      Common Stock,
                                                                $0.001 Par Value

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) been subject to such
filing requirements for the past 90 days. Yes [ ] No [X] .

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-B is not contained herein, and will not 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-KSB [ ].

         The Registrant had no revenues for the fiscal year ended on December
31, 2003. The aggregate market value of the voting stock held by non-affiliates
of the Registrant as of close of trading on April 1, 2004: $338,164. As of April
1, 2004, the Registrant had 41,952,414 shares of common stock issued and
outstanding.


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                                TABLE OF CONTENTS
PART I                                                                      PAGE

         ITEM 1.  DESCRIPTION OF BUSINESS....................................3

         ITEM 2.  DESCRIPTION OF PROPERTY....................................5

         ITEM 3.  LEGAL PROCEEDINGS..........................................5

         ITEM 4.  SUBMISSION OF MATTERS TO VOTE
                  OF SECURITY HOLDERS .......................................5

PART II

         ITEM 5.  MARKET FOR COMMON EQUITY AND
                  RELATED STOCKHOLDER MATTERS................................5

         ITEM 6.  PLAN OF OPERATION..........................................6

         ITEM 7.  FINANCIAL STATEMENTS......................................14

         ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                  ON ACCOUNTING AND FINANCIAL DISCLOSURE....................15

         ITEM 8A. CONTROLS AND PROCEDURES...................................15

PART III

         ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
                  AND CONTROL PERSONS; COMPLIANCE WITH
                  SECTION 16(A) OF THE EXCHANGE ACT.........................15

         ITEM 10. EXECUTIVE COMPENSATION....................................17

         ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                  OWNERS AND MANAGEMENT, AND RELATED
                  STOCKHOLDER MATTERS.......................................18

         ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
                  TRANSACTIONS..............................................21

         ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K..........................24

         ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES....................24

SIGNATURES..................................................................26

                                       2
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PART I.

ITEM 1.  DESCRIPTION OF BUSINESS.

BUSINESS DEVELOPMENT.

         Everlert, Inc., a Nevada corporation ("Registrant"), was originally
incorporated on February 3, 1998, and has adopted a December 31 year-end. In
February 1998, the articles of incorporation were amended to add to the
authorized shares 5,000,000 shares of preferred stock and increase the
authorized common stock to 50,000,000. In December 2003, the articles of
incorporation were amended to increase the number of authorized common shares to
800,000,000.

         On April 1, 1999, the Registrant entered into an agreement to purchase
certain smoke and heat detector technology from Safe at Home Products, Inc., a
California corporation, in exchange for 12,000,000 shares of the Registrant's
common stock; this technology was owned by NuCo, Inc. ("NuCo"), a Nevada
corporation and subsidiary of Safe at Home. In return, the Registrant received
all of the issued and outstanding common stock of NuCo (see Exhibit 2 to this
Form 10-KSB).

         At December 31, 2003 and currently, the Registrant is a development
stage company, since it has not commenced its planned principal operations. The
amount of accumulated deficit from inception (February 3, 1998) through December
31, 2003 is $3,077,687.

         Prior to March 2004, the Registrant's principal business objective is
to develop, manufacture and market smoke and heat detectors and related products
for residential and commercial fire safety. The Registrant had developed two
smoke and heat detector products for residential or commercial application
consisting of four models - two for each product. The first smoke detector
product is portable decorative and will be targeted initially for the Christmas
season market. This design features one model that detects the presence of
abnormally high heat and/or smoke in the vicinity of a Christmas tree, fireplace
or other fire hazard. When either heat or smoke is detected, an audio alarm
notifies the resident of impending danger. The less costly version detects heat
only, as opposed to the more costly model, which detects heat and smoke. Both
models are encased in attractive plastic ornamental metallized cases and operate
on a single 9-volt DC battery.

         The second smoke detector product, consisting of two models, is
designed to replace or supplement existing home smoke detectors. Both models
utilize a photo electric smoke recognition design - as opposed to some detectors
on the market that incorporate a radioactive element to perform the same
function. Both models detect heat as well as the presence of smoke. The more
sophisticated model has two alarms. The first is an ear-piercing 95 decibel
screech. The second is an 85 decibel voice alarm. When the unit is activated, by
smoke or heat, the alarms sound alternately.

                                       3
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         Based on an evaluation and report prepared for the Registrant by Select
University Technologies, Inc. of Costa Mesa, California, stating that the market
for Everlert products may not be easily penetrated by the company, management
has determined a change of direction of the company is indicated. Thus,
effective as of March 22, 2004, the Registrant's board of directors has
determined that because it has had no revenues from operations since it was
formed the Registrant does not plan to continue the business activities that it
previously conducted. It plans to pursue a business combination or other
strategic transaction. The Registrant believes its status as a public company
may be attractive to a private company wishing to merge with it; however, there
is no guarantee that a business combination or other strategic transaction will
be consummated.

BUSINESS OF THE REGISTRANT.

         The Registrant currently has no operations, and has no employees. The
Registrant owns no patents or trademarks.

         The Registrant intends to take advantage of any reasonable business
proposal presented which management believes will provide the Registrant and its
stockholders with a viable business opportunity. The board of directors will
make the final approval in determining whether to complete any acquisition, and
unless required by applicable law, the articles of incorporation or bylaws or by
contract, stockholders' approval will not be sought.

         The investigation of specific business opportunities and the
negotiation, drafting, and execution of relevant agreements, disclosure
documents, and other instruments will require substantial management time and
attention and will require the Registrant to incur costs for payment of
accountants, attorneys, and others. If a decision is made not to participate in
or complete the acquisition of a specific business opportunity, the costs
incurred in a related investigation may not be recoverable. Further, even if an
agreement is reached for the participation in a specific business opportunity by
way of investment or otherwise, the failure to consummate the particular
transaction may result in the loss to the Registrant of all related costs
incurred.

         Currently, management is not able to determine the time or resources
that will be necessary to locate and acquire or merge with a business prospect.
There is no assurance that the Registrant will be able to acquire an interest in
any such prospects, products or opportunities that may exist or that any
activity of the company, regardless of the completion of any transaction, will
be profitable.

         If and when the Registrant locates a business opportunity, management
of the Registrant will give consideration to the dollar amount of that entity's
profitable operations and the adequacy of its working capital in determining the
terms and conditions under which the Registrant would consummate such an
acquisition. Potential business opportunities, no matter which form they may
take, will most likely result in substantial dilution for the Registrant's
shareholders due to the issuance of stock to acquire such an opportunity.

                                       4
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ITEM 2.  DESCRIPTION OF PROPERTY.

         Until December 31, 2002, the Registrant leased its office space from
Wyvern Technologies. The terms of this lease were for $1.00 per square foot per
month ($2,500 per month) on a month-to-month basis. During 2003, in order to
curtail expenses the office space leased from Wyvern was discontinued.

         As of January 1, 2004, the Registrant has relocated its offices to Palm
Springs, California. The Registrant leased an 800 square foot office on a
month-to-month basis, at a rate of $550.00 per month. The Registrant considers
these offices to be adequate to conduct the business of the company in its
current state.

ITEM 3.  LEGAL PROCEEDINGS.

         None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None.

PART II.

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

MARKET INFORMATION.

         From August 12, 1998 to November 17, 1999, and February 12, 2002 to May
22, 2003 the Registrant's common stock was traded on the Over the Counter
Bulletin Board. From No November 18, 1999 to February 11, 2002, and May 23, 2003
to the present, its common stock has been traded on the Pink Sheets LLC under
the symbol "EVRL". The range of closing bid prices shown below is reported while
trading on the Bulletin Board and the Pink Sheets. The quotations shown reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
necessarily represent actual transactions.

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended on December 31, 2003
----------------------------------------------

                                                               HIGH        LOW
                                                               ----        ---

Quarter Ended December 31, 2003                                0.05       0.02
Quarter Ended September 30, 2003                               0.08       0.01
Quarter Ended June 30, 2003 (1)                                0.02       0.01
Quarter Ended March 31, 2003 (2)                               0.005      0.005

                                       5
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Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended on December 31, 2002
----------------------------------------------

                                                               HIGH        LOW
                                                               ----        ---

Quarter Ended December 31, 2002 (3)                            0.02       0.005
Quarter Ended September 30, 2002                               0.12       0.02
Quarter Ended June 30, 2002                                    0.23       0.05
Quarter Ended March 31, 2002                                   0.30       0.05

(1) The shares traded on only 2 days during this quarter.

(2) The shares did not trade during this quarter.

(3) The shares traded on only 3 days during this quarter.

HOLDERS OF COMMON EQUITY.

         As of April 1, 2004, there were approximately 140 shareholders of
record of the Registrant's common stock.

DIVIDEND INFORMATION.

         The Registrant has not declared or paid a cash dividend to stockholders
since it was organized. The board of directors presently intends to retain any
earnings to finance Registrant operations and does not expect to authorize cash
dividends in the foreseeable future. Any payment of cash dividends in the future
will depend upon the Registrant's earnings, capital requirements and other
factors.

SECURITIES SOLD WITHOUT REGISTRATION.

         The Registrant did not make any sales of securities without
registration (restricted) during the fiscal year ended December 31, 2003.

ITEM 6.  PLAN OF OPERATION.

TWELVE-MONTH PLAN OF OPERATION.

         The operational period for the period from February 3, 1998 (inception)
through December 31, 2003 achieved two main goals for the Registrant: (a)
formation of the organization to pursue the Registrant's business objective, and
(b) obtain sufficient capital to commence initial operations. The Registrant is
a developmental stage enterprise, and has not generated any revenues to date.
The Registrant devoted substantially all of its past efforts to developing its
products to be manufactured and marketed and completing its reporting
requirements with the Securities Exchange Act of 1934, and its commencement of
trading on the Over-the-Counter Bulletin Board.

                                       6
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         On August 8, 2002, the board of directors determined that some changes
were indicated because of lack of progress in bringing the smoke detection
products to market. On that date the board of directors agreed to elect a new
slate of officers and directors and subsequently a board of directors meeting
held on August 18, 2002, elected a new slate and the existing officers directors
resigned concurrently with the election of the new officers and directors. The
new board of directors consisted of James H. Alexander, president, Ed Fowler,
secretary, Dannie Shaver, and David Paulson. Mr. Paulson, also served as a
director prior to the new board election.

         The new board of directors decided to retain the services of an
independent business consultant to evaluate the Everlert products and business
plan. The primary purposes of the evaluation were to:

o        determine the overall feasibility of the plan;

o        make an independent evaluation of the projected market size and
         estimates of revenues in the business plan;

o        evaluate and enumerate the "patentability" of the intellectual property
         owned or assigned to the registrant; and

o        make suggestions to the new management team as to how to proceed in
         pursuit of the existing business plan or to make suggestions as to
         options or modifications of the business plan.

         The new management team hired Select University Technologies, Inc.
("SUTI") of Costa Mesa, California to perform the evaluation and report (see
Exhibit 10.13 to this Form 10-KSB). SUTI, is a multi-project business
accelerator, devoted to the launch of new technology companies. SUTI carefully
selects patented laboratory discoveries and transforms them into unique and
compelling commercial products and enterprises. More information can be obtained
about SUTI by visiting the SUTI website at www.suti.com.

         The final SUTI report was received on March 22, 2004, and indicates
that the market for Everlert products may not be easily penetrated by the
Registrant. As a result of this report, the board of directors determined that a
change of direction of the company was indicated.

         Effective as of March 22, 2004, the board of directors determined that
because the company has had no revenues from operations since it was formed, it
should not continue the business activities that it previously conducted. The
Registrant now plans to pursue a business combination or other strategic
transaction. The Registrant believes its status as a public company may be
attractive to a private company wishing to merge with it, but there is no
guarantee that a business combination or other strategic transaction will be
consummated. If a business combination or other strategic transaction is not
consummated in a suitable timeframe or cannot be consummated due to excessive
cost or for any other reason, there is substantial doubt the Registrant will be
able to continue as a going concern.


                                       7
<PAGE>

         The Registrant is considered a development stage enterprise. Current
management of the Registrant believes that the need for additional capital going
forward cannot immediately be derived from earnings generated from the sale of
its products. Because of this, it is the intent of the Registrant to seek to
raise additional capital. There can be no assurance that any such financing can
be obtained or, if obtained that it will be on reasonable terms. In the interim,
certain stockholders, including the president, have agreed to provide such funds
as are necessary to meet its ongoing obligations. The Registrant currently has
no arrangements or commitments for accounts and accounts receivable financing.

         At the time of this filing, realization of sales of the Registrant's
products for the 12 months ended on December 31, 2003, previously deemed by
management as being "vital to its plan of operations," did not occur. The
Registrant's past inability to distribute, and generate awareness of, the
Registrant's products must be considered in light of the risks, expenses and
difficulties frequently encountered by companies in their early stage of
development, particularly companies in new markets. There can be no assurance
that the Registrant will be successful in establishing a base of operations, and
the failure to do so could have a material adverse effect on the Registrant's
business, prospects, financial condition and results of operations.

         The Registrant incurred a significant accumulated deficit for the
period from February 3, 1998 (inception) through December 31, 2003 totaling
$3,077,687. Expenditures for the fiscal year ended December 31, 2003 were
primarily due to costs incurred for amortization, consulting fees, and
accounting services. Comparison of the fiscal year ended December 31, 2003 to
the fiscal year ended December 31, 2002 shows a decrease of $213,001 for general
and administrative expenses. The decrease is due in large part to a decrease in
consulting and other fees paid during 2003.

RISK FACTORS CONNECTED WITH PLAN OF OPERATION.

(a) LIMITED PRIOR OPERATIONS, HISTORY OF OPERATING LOSSES, AND ACCUMULATED
DEFICIT MAY AFFECT ABILITY OF REGISTRANT TO SURVIVE.

         The Registrant has had limited prior operations to date. Since the
Registrant's principal activities to date have been limited to organizational
activities, research and development, and prospect development, it has no record
of any revenue-producing operations. Consequently, there is only a limited
operating history upon which to base an assumption that the Registrant will be
able to achieve its business plans. In addition, the Registrant has only limited
assets. As a result, there can be no assurance that the Registrant will generate
significant revenues in the future; and there can be no assurance that the
Registrant will operate at a profitable level. If the Registrant is unable to
obtain customers and generate sufficient revenues so that it can profitably
operate, the Registrant's business will not succeed. Accordingly, the
Registrant's prospects must be considered in light of the risks, expenses and
difficulties frequently encountered in connection with the establishment of a
new business in a highly competitive industry, characterized by new product
introductions.

                                       8
<PAGE>

         The Registrant incurred continuing net losses: $411,547 for the fiscal
year ended December 31, 2002, $185,334 for the fiscal year ended December 31,
2003, and $3,077,687 for period from February 3, 1998 (date of inception) to
December 31, 2003. The Registrant's current liabilities exceed its current
assets by $731,536 as of December 31, 2002 and $746,604 as of December 31, 2003.
At December 31, 2003, the Registrant had an accumulated deficit of $3,077,687;
as of that date, the Registrant had no working capital. This raises substantial
doubt about the Registrant's ability to continue as a going concern.

(b) NEED FOR ADDITIONAL FINANCING MAY AFFECT OPERATIONS AND PLAN OF BUSINESS.

         Since inception, the Registrant has financed operations primarily
through private placements of common stock, and certain borrowings. In addition,
there is a promissory note between the Registrant and a former director totaling
$68,260, a promissory note between the Registrant and Wyvern Technologies, Inc.
totaling $173,670, and a promissory note between the Registrant and James T.
Marsh, a former consultant to the company, totaling $169,599. These promissory
notes are unsecured, due on demand and payable in one payment including
principal and interest at maturity, bearing an interest rate of 10%.
Additionally, the holder has the option to convert any unpaid balances,
including accrued interest, into shares of the Registrant's common stock at a
price of $1.00 per share.

         While the Registrant's management believes it will be successful in
arranging adequate lines of equity or debt financing to implement a new business
for the company, there is no assurance of that occurring. The Registrant's
continued operations therefore will depend upon its ability to raise additional
funds through bank borrowings, equity or debt financing. The Registrant
estimates that it will need to raise up to $1,000,000 or more over the next
twelve months for such purposes. However, adequate funds may not be available
when needed or may not be available on favorable terms to the Registrant. The
ability of the Registrant to continue as a going concern is dependent on
additional sources of capital and the success of the Registrant's business plan.
The Registrant's independent accountant audit report included in this Form
10-KSB includes a substantial doubt paragraph regarding the Registrant's ability
to continue as a going concern.

         If funding is insufficient at any time in the future, the Registrant
may not be able to take advantage of business opportunities or respond to
competitive pressures, or may be required to reduce the scope of its planned
product development and marketing efforts, any of which could have a negative
impact on its business, operating results and financial condition. In addition,
insufficient funding may have a material adverse effect on the company's
financial condition, which could require the company to:

o        curtail operations significantly;

o        sell significant assets;

o        seek arrangements with strategic partners or other parties that may
         require the company to relinquish significant rights to products,
         technologies or markets; or

                                       9
<PAGE>

o        explore other strategic alternatives including a merger or sale of the
         company.

         To the extent that the Registrant raises additional capital through the
sale of equity or convertible debt securities, the issuance of such securities
will result in dilution to existing stockholders. If additional funds are raised
through the issuance of debt securities, these securities may have rights,
preferences and privileges senior to holders of common stock and the terms of
such debt could impose restrictions on the Registrant's operations. Regardless
of whether the Registrant's cash assets prove to be inadequate to meet the
Registrant's operational needs, the Registrant may seek to compensate providers
of services by issuance of stock in lieu of cash, which will also result in
dilution to existing shareholders.

(c) CONTROL BY OFFICERS AND DIRECTORS OVER AFFAIRS OF THE REGISTRANT MAY
OVERRIDE WISHES OF OTHER STOCKHOLDERS.

         The Registrant's officers and directors, and other significant
shareholders, beneficially own approximately 70% of the outstanding shares of
the Registrant's common stock. As a result, such persons, acting together, have
the ability to exercise significant influence over all matters requiring
stockholder approval. Accordingly, it could be difficult for the investors
hereunder to effectuate control over the affairs of the Registrant. Therefore,
it should be assumed that the officers, directors, and principal common
shareholders who control these voting rights will be able, by virtue of their
stock holdings, to control the affairs and policies of the Registrant.

(d) LOSS OF ANY OF CURRENT MANAGEMENT COULD HAVE ADVERSE IMPACT ON BUSINESS AND
PROSPECTS FOR REGISTRANT.

         The Registrant's success is dependent upon the hiring and retention of
key personnel. None of the officers or directors has any employment or
non-competition agreement with the Registrant. Therefore, there can be no
assurance that these personnel will remain employed by the Registrant. Should
any of these individuals cease to be affiliated with the Registrant for any
reason before qualified replacements could be found, there could be material
adverse effects on the Registrant's business and prospects.

         In addition, all decisions with respect to the management of the
Registrant will be made exclusively by the officers and directors of the
Registrant. Investors will only have rights associated with stockholders to make
decisions which effect the Registrant. The success of the Registrant, to a large
extent, will depend on the quality of the directors and officers of the
Registrant. Accordingly, no person should invest in the shares unless he is
willing to entrust all aspects of the management of the Registrant to the
officers and directors.

(e) POTENTIAL CONFLICTS OF INTEREST MAY AFFECT ABILITY OF OFFICERS AND DIRECTORS
TO MAKE DECISIONS IN THE BEST INTERESTS OF REGISTRANT.

         The officers and directors have other interests to which they devote
time, either individually or through partnerships and corporations in which they
have an interest, hold an office, or serve on boards of directors, and each will
continue to do so notwithstanding the fact that management time may be necessary
to the business of the Registrant. As a result, certain conflicts of interest
may exist between the Registrant and its officers and/or directors which may not
be susceptible to resolution.

                                       10
<PAGE>

         In addition, conflicts of interest may arise in the area of corporate
opportunities which cannot be resolved through arm's length negotiations. All of
the potential conflicts of interest will be resolved only through exercise by
the directors of such judgment as is consistent with their fiduciary duties to
the Registrant. It is the intention of management, so as to minimize any
potential conflicts of interest, to present first to the board of directors to
the Registrant, any proposed investments for its evaluation.

(f) LIMITATIONS ON LIABILITY, AND INDEMNIFICATION, OF DIRECTORS AND OFFICERS MAY
RESULT IN EXPENDITURES BY REGISTRANT.

         The Registrant's Articles of Incorporation include provisions to
eliminate, to the fullest extent permitted by the Nevada Revised Statutes as in
effect from time to time, the personal liability of directors of the Registrant
for monetary damages arising from a breach of their fiduciary duties as
directors. The By-Laws of the Registrant include provisions to the effect that
the Registrant may, to the maximum extent permitted from time to time under
applicable law, indemnify any director, officer, or employee to the extent that
such indemnification and advancement of expense is permitted under such law, as
it may from time to time be in effect. Any limitation on the liability of any
director, or indemnification of directors, officer, or employees, could result
in substantial expenditures being made by the Registrant in covering any
liability of such persons or in indemnifying them.

(g) ABSENCE OF CASH DIVIDENDS MAY AFFECT INVESTMENT VALUE OF REGISTRANT'S STOCK.

         The board of directors does not anticipate paying cash dividends on the
common stock for the foreseeable future and intends to retain any future
earnings to finance the growth of the Registrant's business. Payment of
dividends, if any, will depend, among other factors, on earnings, capital
requirements and the general operating and financial conditions of the
Registrant as well as legal limitations on the payment of dividends out of
paid-in capital.

(h) NO CUMULATIVE VOTING MAY AFFECT ABILITY OF SOME SHAREHOLDERS TO INFLUENCE
MANGEMENT OF REGISTRANT.

         Holders of the shares of common stock of the Registrant are not
entitled to accumulate their votes for the election of directors or otherwise.
Accordingly, the holders of a majority of the shares present at a meeting of
shareholders will be able to elect all of the directors of the Registrant, and
the minority shareholders will not be able to elect a representative to the
Registrant's board of directors.

                                       11
<PAGE>

(i) NO ASSURANCE OF CONTINUED PUBLIC TRADING MARKET AND RISK OF LOW PRICED
SECURITIES MAY AFFECT MARKET VALUE OF REGISTRANT'S STOCK.

         Since August 25, 1998, there has been only a limited public market for
the common stock of the Registrant. The common stock of the Registrant is
currently quoted on the Over the Counter Bulletin Board. As a result, an
investor may find it difficult to dispose of, or to obtain accurate quotations
as to the market value of the Registrant's securities. In addition, the common
stock is subject to the low-priced security or so called "penny stock" rules
that impose additional sales practice requirements on broker-dealers who sell
such securities. The Securities Enforcement and Penny Stock Reform Act of 1990
("Reform Act") requires additional disclosure in connection with any trades
involving a stock defined as a penny stock (generally, according to recent
regulations adopted by the U.S. Securities and Exchange Commission, any equity
security that has a market price of less than $5.00 per share, subject to
certain exceptions), including the delivery, prior to any penny stock
transaction, of a disclosure schedule explaining the penny stock market and the
risks associated therewith. The regulations governing low-priced or penny stocks
sometimes limit the ability of broker-dealers to sell the Registrant's common
stock and thus, ultimately, the ability of the investors to sell their
securities in the secondary market.

(j) FAILURE TO MAINTAIN MARKET MAKERS MAY AFFECT VALUE OF REGISTRANT'S STOCK.

         If the Registrant is unable to maintain a National Association of
Securities Dealers, Inc. member broker/dealers as market makers, the liquidity
of the common stock could be impaired, not only in the number of shares of
common stock which could be bought and sold, but also through possible delays in
the timing of transactions, and lower prices for the common stock than might
otherwise prevail. Furthermore, the lack of market makers could result in
persons being unable to buy or sell shares of the common stock on any secondary
market. There can be no assurance the Registrant will be able to maintain such
market makers.

(k) THE PRICE PER SHARE FOR SALES OF UNREGISTERED SECURITIES BY REGISTRANT LESS
THAN THEN CURRENT MARKET PRICE.

         The price per share of all sales of unregistered securities by the
Registrant, except for 2,000 shares issued in December 1998, have been much
lower than the then current market price. Thus, the Registrant is not receiving
cash, assets, or services which are equivalent to the market price of the stock
at the time it is issued. However, the board of directors has made a
determination that the consideration received by the Registrant in each instance
is adequate. The factors that the board of directors considers when determining
the price when shares are issued above are: (a) low liquidity of the common
stock on the trading exchange (low volume and infrequent execution of trades)
and (b) the restricted nature of the shares issued.

(l) SALE OF SHARES ELIGIBLE FOR FUTURE SALE COULD ADVERSELY AFFECT THE MARKET
PRICE.

         All of the approximate 25,400,000 shares of common stock that are
currently held, directly or indirectly, by significant shareholders of the
Registrant (other than management), as shown in the chart under Part III, Item
11 of this Form 10-KSB, have been issued in reliance on the private placement
exemption under the Securities Act of 1933. Such shares will not be available


                                       12
<PAGE>

for sale in the open market without separate registration except in reliance
upon Rule 144 under the Securities Act of 1933. In general, under Rule 144 a
person, or persons whose shares are aggregated, who has beneficially owned
shares acquired in a non-public transaction for at least one year, including
persons who may be deemed affiliates of the Registrant, as defined, would be
entitled to sell within any three-month period a number of shares that does not
exceed the greater of 1% of the then outstanding shares of common stock,
provided that current public information is then available. If a substantial
number of the shares owned by these shareholders were sold under Rule 144 or a
registered offering, the market price of the common stock could be adversely
affected.

(m) STATUS AS A PSEUDO CALIFORNIA CORPORATION COULD ADVERSELY AFFECT THE
OPERATION OF THE REGISTRANT.

         Section 2115 of the California General Corporation Law subjects foreign
corporations doing business in California to various substantive provisions of
the California General Corporation Law in the event that the average of its
property, payroll and sales is more than 50% in California and more than
one-half of its outstanding voting securities are held of record by persons
residing in the State of California. Section 2115 does not apply to any
corporation which, among other things, has outstanding securities designated as
qualified for trading as a national market security on NASDAQ if such
corporation has at least eight hundred holders of its equity securities as of
the record date of its most recent annual meeting of shareholders.

         Currently, the Registrant does meet the requirement of a pseudo
California corporation. Some of the substantive provisions of California which
apply to the Registrant include laws relating to annual election of directors,
removal of directors without cause, removal of directors by court proceedings,
indemnification of officers and directors, directors standard of care and
liability of directors for unlawful distributions. In addition, Section 708 of
the California General Corporation Law which mandates that shareholders have the
right of cumulative voting at the election of directors applies to the
Registrant.

CRITICAL ACCOUNTING POLICIES.

         The Securities and Exchange Commission ("SEC") has issued Financial
Reporting Release No. 60, "Cautionary Advice Regarding Disclosure About Critical
Accounting Policies" ("FRR 60"), suggesting companies provide additional
disclosure and commentary on their most critical accounting policies. In FRR 60,
the Commission has defined the most critical accounting policies as the ones
that are most important to the portrayal of a company's financial condition and
operating results, and require management to make its most difficult and
subjective judgments, often as a result of the need to make estimates of matters
that are inherently uncertain. Based on this definition, the Registrant's most
critical accounting policies include: (a) use of estimates in the preparation of
financial statements; and (b) non-cash compensation valuation. The methods,
estimates and judgments the Registrant uses in applying these most critical
accounting policies have a significant impact on the results the company reports
in its financial statements.

                                       13
<PAGE>

(a) USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS.

         The preparation of these financial statements requires the Registrant
to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. On an on-going basis, the Registrant evaluates these estimates,
including those related to revenue recognition and concentration of credit risk.
The Registrant bases its estimates on historical experience and on various other
assumptions that is believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or
conditions.

(b) STOCK-BASED COMPENSATION ARRANGEMENTS.

         The Registrant intends to issue shares of common stock to various
individuals and entities for management, legal, consulting and marketing
services. These issuances will be valued at the fair market value of the service
provided and the number of shares issued is determined, based upon the open
market closing price of common stock as of the date of each respective
transaction. These transactions will be reflected as a component of selling,
general and administrative expenses in the accompanying statement of operations.

FORWARD LOOKING STATEMENTS.

         The foregoing plan of operation contains "forward looking statements"
within the meaning of Rule 175 of the Securities Act of 1933, as amended, and
Rule 3b-6 of the Securities Act of 1934, as amended. The words "believe,"
"expect," "anticipate," "intends," "forecast," "project," and similar
expressions identify forward-looking statements. These are statements that
relate to future periods and include, but are not limited to, statements as to
the Registrant's estimates as to the adequacy of its capital resources, its need
and ability to obtain additional financing, the features and benefits of its
products, its growth strategy, the need for additional sales and support staff,
its operating losses and negative cash flow, its critical accounting policies,
its profitability and factors contributing to its future growth and
profitability. Forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
projected. These risks and uncertainties include, but are not limited to, those
discussed above, as well as its ability to find additional financing. These
forward-looking statements speak only as of the date hereof. The Registrant
expressly disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to
reflect any change in its expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is based.

ITEM 7.  FINANCIAL STATEMENTS.

         Financial statements as of and for the year ended December 31, 2003,
for the year ended December 31, 2002, and for the period from inception
(February 3, 1998) through December 31, 2003 are presented in a separate section
of this report following Item 14. ITEM 8. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

         None.

                                       14
<PAGE>

ITEM 8A.  CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

         Within the 90 days prior to the end of the period covered by this
report, the Registrant carried out an evaluation of the effectiveness of the
design and operation of its disclosure controls and procedures pursuant to Rule
13a-15 under the Securities Exchange Act of 1934, as amended ("Exchange Act").
This evaluation was done under the supervision and with the participation of the
Registrant's president and treasurer. Based upon that evaluation, they concluded
that the Registrant's disclosure controls and procedures are effective in
gathering, analyzing and disclosing information needed to satisfy the
Registrant's disclosure obligations under the Exchange Act.

CHANGES IN DISCLOSURE CONTROLS AND PROCEDURES.

         There were no significant changes in the Registrant's disclosure
controls and procedures, or in its factors that could significantly affect those
controls since the most recent evaluation of such controls.

PART III.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.

DIRECTORS AND EXECUTIVE OFFICERS.

         The names, ages, and respective positions of the directors and
executive officers of the Registrant are set forth below; there are no promoter
and control persons of the Registrant.. The Directors named below will serve
until the next annual meeting of the Registrant's stockholders or until their
successors are duly elected and have qualified. Directors are elected for a
one-year term at the annual stockholders' meeting. Officers will hold their
positions at the will of the board of directors, absent any employment
agreement, of which none currently exist or are contemplated. There are no
arrangements, agreements or understandings between non-management shareholders
and management under which non-management shareholders may directly or
indirectly participate in or influence the management of the Registrant's
affairs. The Directors and Executive Officers of the Registrant are not a party
to any material pending legal proceedings and, to the best of their knowledge,
no such action by or against them has been threatened.

                                       15
<PAGE>

         James Alexander, Dannie Shaver, Ed Fowler, and David Paulson were
appointed to the board of directors on August 27, 2002, after which the previous
directors of the company, James Weber and Jerry Hilbert, resigned. This change
in management occurred as a result of a Definitive Agreement and Management Plan
entered into by the Registrant on that date (see "Certain Relationships and
Related Transactions"). Messrs. Fowler and Paulson subsequently resigned from
the board of directors.

(a)      JAMES H. ALEXANDER, PRESIDENT/DIRECTOR.

         Mr. Alexander, age 66, is the founder of Isotec, Inc., a company
engaged in the design, manufacture and installation of access control portals
for the security markets involving weapons detection and asset protection,
personnel and material, control for federal and state government, financial
institutions, and business/commercial applications. Isotec is a subsidiary of
World Am Communications, Inc., a reporting company of which Mr Alexander is a
director and president.

         In 1992, he founded T.D.I., Inc. and has been its president since that
time. T.D.I. is engaged in sales and marketing of security products, consulting,
fund raising, acquisition and mergers of established and start-up hi-technology
firms. From 1992 through 1997, Mr. Alexander was General Manager and Chief
Operating Officer of Zykronix, Inc., a company that designs and produces the
world's smallest computers for the industrial and commercial markets. As Chief
Operating Officer of such company from 1995 through 1997, he was responsible for
restructure of the organization and all business activities of the company
including Profit and Loss statements, production, sales and marketing,
contracts, materials, finance and administration. During 1997 and 1998, Mr.
Alexander also was the managing broker and a consultant to Lafayette Century 21
Agency-Corp. Relocation and Marketing located in Colorado and from January 1993
to November 1995 was the director of corporate relocations for Moore and Company
Realtors located in Boulder, Colorado.

(b)      DANNIE SHAVER, SECRETARY/TREASURER/DIRECTOR.

         Mr. Shaver, age 53, is in charge of all operational aspects of the
Registrant. He joined the Registrant in August of 2002 on a part time basis
assuming the responsibilities for operations. Mr. Shaver is also in charge of
operations for Isotec, Inc. a Colorado company and has been in that capacity
since 2001. From 1986 through 2001 Mr. Shaver was employed by The Washington
Group (Formerly Raytheon E & S) In this position Mr. Shaver had operational
responsibility for the assembly shop and model shop. He was involved in numerous
modifications to their nuclear fueling systems, and provided field technical
support for installation of the systems at nuclear power plants. He supervised
the model group for 13 years, including estimating, design, procurement and
assembly. In addition he has been involved as principal of another company in
design and development of 9 new product prototypes for various electronic
hardware-packaging projects.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

         Section 16(a) of the Exchange Act requires the Registrant's directors,
certain officers and persons holding 10% or more of the Registrant's common
stock to file reports regarding their ownership and regarding their acquisitions
and dispositions of the Registrant's common stock with the SEC. Such persons are
required by SEC regulations to furnish the Registrant with copies of all Section
16(a) forms they file.

                                       16
<PAGE>

         Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Registrant under Rule 16a-3(d) during fiscal 2003 with respect
to fiscal 2003, and certain written representations from executive officers and
directors, the Registrant is aware that the following reports were not timely
filed: (a) a Form 4 to cover the 1,500,000 shares issued to Mr. Alexander on
January 24, 2003; (b) a Form 4 to cover the 1,500,000 shares issued to Mr.
Shaver on January 24, 2003; and (c) Form 5's for each to cover these Form 4
transactions not previously reported. Each of these individuals is currently in
the process of preparing a Form 5 for filing with the SEC. The Registrant is
unaware that any other required reports were not timely filed.

CODE OF ETHICS.

         The Registrant has adopted a code of ethics that applies to the
company's principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions. This
code of ethics is attached as Exhibit 14 to this Form 10-KSB.

ITEM 10.  EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE.

         The following table sets forth certain information relating to the
compensation paid by the Registrant during the last three fiscal years to the
Registrant's chief executive officer/president. No other executive officer of
the Registrant received total salary and bonus in excess of $100,000 during the
fiscal year ended December 31, 2003 and for the two prior years.

<TABLE>
<CAPTION>
==================================================================================================================
                                        ANNUAL COMPENSATION                        LONG-TERM COMPENSATION
                                 ---------------------------------- ----------------------------------------------
                                                                            AWARDS           PAYOUTS
                                                                    ------------------------ -------
                                                                                 SECURITIES
                                                                    RESTRICTED   UNDERLYING             ALL OTHER
   NAME AND PRINCIPAL                                 OTHER ANNUAL    STOCK       OPTIONS/    LTIP       COMPEN-
       POSITION          YEAR     SALARY     BONUS    COMPENSATION    AWARD(S)     SARS      PAYOUTS     SATION
                                   ($)         ($)       ($)(1)        ($)         (#)         ($)         ($)
==================================================================================================================
<S>                    <C>          <C>        <C>      <C>              <C>         <C>        <C>       <C>
James H. Alexander,    2003         -          -        $45,000          -           -          -         -
president (1)          2002         -          -           -             -           -          -         -

==================================================================================================================
James J. Weber,        2002         -          -           -             -           -          -         -
president (2)          2001         -          -           -             -           -          -         -

==================================================================================================================
</TABLE>


                                       17
<PAGE>

(1) The compensation consists of 1,500,000 free trading shares of common stock
issued on January 15, 2003. Mr. Alexander was appointed to the board of
directors, and appointed president, on August 27, 2002.

(2) Mr. Weber resigned as president of the company on August 27, 2002 and as a
director of the company on January 6, 2003.

EMPLOYMENT CONTRACTS.

         The Registrant has entered into an employment agreement with Mr.
Alexander, dated August 27, 2002. This agreement is discussed under "Certain
Relationships and Related Transactions."

OTHER COMPENSATION.

         (a) There are no annuity, pension or retirement benefits proposed to be
paid to officers, directors, or employees of the Registrant in the event of
retirement at normal retirement date as there was no existing plan as of
December 31, 2003 provided for or contributed to by the Registrant.

         (b) (1) on July 10, 2001, the Registrant adopted a Non-Employee
Director and Consultant Retainer Stock Plan; and (2) on December 16, 2002, the
Registrant adopted the 2002 Stock Compensation Plan. See a description of these
plans under Item 11, below. The Registrant may pay compensation to officers and
directors in the future under these plans.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

         The following table sets forth information regarding the beneficial
ownership of shares of common stock of the Registrant ("Shares") as of April 1,
2004 (41,952,414 shares issued and outstanding) by (i) all stockholders known to
the Registrant to be beneficial owners of more than 5% of the outstanding common
stock; and (ii) all officers and directors of the Registrant, and as a group
(each person has sole voting power and sole dispositive power as to the shares
shown):

                                       18
<PAGE>
<TABLE>
<CAPTION>
---------------------- ----------------------------- --------------------------------- ------------------------

                           NAME AND ADDRESS OF                  AMOUNT OF
   TITLE OF CLASS            BENEFICIAL OWNER            BENEFICIAL OWNERSHIP (1)         PERCENT OF CLASS
---------------------- ----------------------------- --------------------------------- ------------------------
<S>                     <C>                                   <C>                               <C>
    Common Stock          Safe at Home Products,              11,025,000 (2)                    26.47%
                          Inc., 1201 East Warner
                            Avenue, Santa Ana,
                             California 92705
---------------------- ----------------------------- --------------------------------- ------------------------
    Common Stock        James J. Weber, 1201 East              7,287,269 (3)                     17.37%
                        Warner Avenue, Santa Ana,
                             California 92705
---------------------- ----------------------------- --------------------------------- ------------------------
    Common Stock         Todd T. Marsh, 1201 East              7,113,600 (4)                     16.96%
                        Warner Avenue, Santa Ana,
                             California 92705
---------------------- ----------------------------- --------------------------------- ------------------------
    Common Stock         James H. Alexander, 4501                1,500,000                       3.57%
                        Sunny Dunes, Unit B, Palm
                           Springs, California
                                  92663
---------------------- ----------------------------- --------------------------------- ------------------------
    Common Stock              Dannie Shaver,                     1,500,000                       3.57%
                        4501 Sunny Dunes, Unit B,
                         Palm Springs, California
                                  92663
---------------------- ----------------------------- --------------------------------- ------------------------
    Common Stock       Shares of all directors and               3,000,000                       7.15%
                         executive officers as a
                            group (2 persons)
---------------------- ----------------------------- --------------------------------- ------------------------
</TABLE>

(1)      None of these security holders has the right to acquire any amount of
         the Shares from options, warrants, rights, conversion privilege, or
         similar obligations.

(2)      Safe at Home Products, Inc. is collectively controlled by Mr. Weber and
         Jerry G. Hilbert (both former directors of the Registrant, who jointly
         share investment control of 51.458% of Safe at Home); their individual
         ownership is 46.78% and 4.678%, respectively. The other major
         shareholder of that firm is Sigam Investments, Inc., which owns a
         46.78% interest.

(3)      Of the total amount, 5,157,495 is represented by Mr. Weber's 46.78%
         interest in Safe at Home Products, Inc. Of the total amount, 173,669 is
         represented by shares from a convertible promissory note between the
         Registrant and Wyvern Technologies, Inc., which is controlled by Mr.
         Weber (see "Certain Relationships and Related Transactions").

(4)      These shares are held in the name of Sigam Investments, Inc., which is
         controlled by Todd T. Marsh. Of the total amount, 5,157,495 is
         represented by Sigam's 46.78% interest in Safe at Home Products, Inc.

                                       19
<PAGE>

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.

         The Registrant has adopted two equity compensation plan (neither of
which has been approved by the company's shareholders) as of December 31, 2003:

(a)      NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN.

         On July 10, 2001, the Registrant adopted a Non-Employee Directors and
Consultants Retainer Stock Plan (this plan was amended on June 3, 2002). The
purposes of the plan are to enable the Registrant to promote the interests of
the company by attracting and retaining non-employee directors and consultants
capable of furthering the business of the company and by aligning their economic
interests more closely with those of the company's shareholders, by paying their
retainer or fees in the form of shares of common stock. A total of 20,000,000
shares of common stock were registered under this plan under Form S-8's filed
with the SEC on August 7, 2001, February 6, 2002, and June 17, 2002. As of
December 31, 2003, there were 30,002 shares remaining to be issued under this
plan.

(b)      2002 STOCK COMPENSATION PLAN.

         On December 16, 2002, the Registrant adopted the 2002 Stock
Compensation Plan. The purposes of the plan are to enable the Registrant to
promote the interests of the company by attracting and retaining consultants and
independent contractors for the company capable of furthering the business of
the company and by aligning their economic interests more closely with those of
the company's shareholders, by paying their retainer or fees in the form of
shares of common stock. A total of 55,000,000 shares of common stock were
registered under this plan under a Form S-8 filed with the SEC on January 24,
2003. As of December 31, 2003, no shares had been issued under this plan.


                                       20
<PAGE>
<TABLE>
<CAPTION>
                                  EQUITY COMPENSATION PLAN INFORMATION
                                         AS OF DECEMBER 31, 2003
-------------------------------------------------------------------------------------------------------
                                                                                NUMBER OF SECURITIES
                                                                               REMAINING AVAILABLE FOR
                                                                                FUTURE ISSUANCE UNDER
                            NUMBER OF SECURITIES TO      WEIGHTED-AVERAGE        EQUITY COMPENSATION
                            BE ISSUED UPON EXERCISE     EXERCISE PRICE OF         PLANS (EXCLUDING
                            OF OUTSTANDING OPTIONS,    OUTSTANDING OPTIONS,    SECURITIES REFLECTED IN
                              WARRANTS AND RIGHTS      WARRANTS AND RIGHTS           COLUMN (a))

      PLAN CATEGORY                   (a)                      (b)                       (c)
-------------------------------------------------------------------------------------------------------
<S>                                    <C>                      <C>            <C>
Equity compensation plans              0                        0                         0
   approved by security
         holders
-------------------------------------------------------------------------------------------------------
Equity compensation plans              0                        0                   Directors and
 not approved by security                                                      Consultants Stock Plan:
         holders                                                                   30,002 shares;
                                                                               2002 Stock Compensation
                                                                               Plan: 55,000,000 shares
-------------------------------------------------------------------------------------------------------
          Total                        0                        0                   Directors and
                                                                               Consultants Stock Plan:
                                                                                   30,002 shares;
                                                                               2002 Stock Compensation
                                                                               Plan: 55,000,000 shares
-------------------------------------------------------------------------------------------------------
</TABLE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Other than as set forth below, during the last two years there have
been no relationships, transactions, or proposed transactions to which the
Registrant was or is to be a party, in which any of the directors, officers, or
5% or greater shareholders (or any immediate family thereof) had or is to have a
direct or indirect material interest.

                                       21
<PAGE>

         (a) James T. Marsh, a former significant consultant to the Registrant,
was involved with the company since its inception as a consultant; as of July 1,
2002, Mr. Marsh's services as a consultant were terminated. From 1996 to
September 2002, Mr. Marsh also served as a consultant for Wyvern Technologies,
Inc. and Safe at Home Products, Inc., two affiliates of the Registrant. He is
the Todd T. Marsh. The arrangement was informal since the work performed was
without a consulting agreement. In the beginning, James Marsh's efforts were
directed involved the development of the original business plan, market
definition and coordination with counsel the documents required for a Rule 504
offering. Since that time, he continued in the capacity as a consultant,
coordinating SEC financial report filings with the accountants and the company's
securities attorney. James Marsh invoiced the Registrant for his services, as
requested, at the rate of $50.00 per hour.

         The Registrant has paid James Marsh $135,400 since January 1998 for his
services to the company, as follows: 1998: $16,400; 1999: $69,700; 2000:
$26,300; and 2001: $23,000. Additionally, he accepted a convertible promissory
note, dated March 22, 1999, in the amount of $169,600 for services rendered to
the Registrant up to that date. The note, attached as Exhibit 10.1 to this Form
10-KSB, is unsecured and payable in one payment, including principal and
interest at maturity, bearing an interest rate of 10%. The note was originally
due not later than March 22, 2000; it was extended to December 31, 2002 by oral
agreement of the parties. The holder has the option to convert any unpaid
balances, including accrued interest, into shares of the Registrant's common
stock at a price of $1.00 per share. The closing market price of the
Registrant's common stock on March 22, 1999 was $2.94.

         (b) On July 14, 2000, the Registrant borrowed $68,260 from Mr. Hilbert,
a former director of the company. The note, attached as Exhibit 10.8 to this
Form 10-KSB, is unsecured and payable in one payment, including principal and
interest at maturity, bearing an interest rate of 10%. The note was originally
due note later than July 14, 2001; it was extended to December 31, 2002 by oral
agreement of the parties. The holder has the option to convert any unpaid
balances, including accrued interest, into shares of the Registrant's common
stock at a price of $1.00 per share. The closing market price of the
Registrant's common stock on the last trade date (April 26, 2000) prior to this
date was $2.25.

         (c) On August 27, 2002, the Registrant entered into an agreement
(Definitive Agreement and Management Plan) with Mr. Alexander under which new
members where appointed to the board of directors, including Mr. Alexander, and
the old board of directors would resign thereafter (see Exhibit 10.10 to this
Form 10-KSB). On the basis of this agreement, on this date four new directors
(Messrs. Alexander, Shaver, Fowler, and Paulson) were appointed to the board of
directors and the two previous directors of the company (Messrs Weber and
Hilbert) resigned.

         (d) On August 28, 2002, the Registrant has entered into an employment
agreement with Mr. Alexander (see Exhibit 10.11 to this Form 10-KSB). This
agreement was amended most recently on January 20, 2004. This agreement is for a
term of three years, commencing on January 20, 2004. Under this agreement, the
Registrant agreed to pay Mr. Alexander the following: (1) fixed compensation in
the amount of 1,500,000 restricted shares of common stock per year, payable in
equal annual installments, registered under Form 144 (this salary to be reviewed


                                       22
<PAGE>

and may be adjusted from time to time during the term of the agreement by the
board of directors or compensation and benefits committee of the board); and (2)
a bonus from time-to-time based upon performance of the executive (the criteria
to help determine the performance of the executive may include for example,
stock price, market share, sales, earnings per share, return on effective merger
and or acquisitions; the ultimate amount of bonus shall be determined by the
board of directors). Mr. Alexander is also entitled to participate in any
pension, profit sharing, medical reimbursement, insurance or other employee
payment or benefit plan of the company as may be in effect from time to time. On
January 15, 2003, Mr. Alexander was issued 1,500,000 free trading shares of
common stock under this agreement.

         (e) On August 28, 2002, the Registrant entered into a consulting
services agreement with Jerry G. Hilbert (see Exhibit 10.12 to this Form
10-KSB). Under this agreement, Mr. Hilbert agreed to provide certain services
required in working to bring about the coordination and implementation of all
electronic and mechanical designs of the Everlert smoke detectors. He was paid
$2,500 per month under this agreement. This agreement was terminated when Mr.
Hilbert resigned as a director on January 6, 2003.

         (f) On January 15, 2003, the Registrant issued 1,500,000 free trading
shares of common stock to Mr. Shaver for services to be rendered as a director
of the company.

         (g) On April 10, 2003, Mr. Alexander has loaned the Registrant $8,500.
This loan is evidenced by a promissory note dated April 10, 2003 (see Exhibit
10.14 to this Form 10-KSB). This note bears no interest (except upon default)
and is due on demand, but not later than one year. Under the terms of this note,
Mr. Alexander, as the note holder, may, at his option and at any time convert
all or any portion of the then outstanding principal amount into that number of
fully paid shares of Registrant common stock equal to the amount of the then
outstanding principal amount as of the date of conversion divided by the average
share price on the date of issuance. He may exercise this option on more than
one occasion, so long as there still remains an outstanding principal balance
under this Note. This term of this note is in the process of being extended.

         (h) On April 9, 2004, Mr. Alexander has loaned the Registrant an
additional $7,000. This additional loan is evidenced by a promissory note dated
April 9, 2004 (see Exhibit 10.15 to this Form 10-KSB). This note bears no
interest (except upon default) and is due on demand, but not later than one
year. Under the terms of this note, Mr. Alexander, as the note holder, may, at
his option and at any time convert all or any portion of the then outstanding
principal amount into that number of fully paid shares of Registrant common
stock equal to the amount of the then outstanding principal amount as of the
date of conversion divided by the average share price on the date of issuance.
He may exercise this option on more than one occasion, so long as there still
remains an outstanding principal balance under this Note.

         (i) Until December 31, 2002, the Registrant leased its office space
from Wyvern Technologies. The terms of this lease were for $1.00 per square foot
per month ($2,500 per month) on a month-to-month basis. During 2003, in order to
curtail expenses the office space leased from Wyvern was discontinued.
Management does not believe the rate is equivalent to an arms length transaction
(below what would be charged the Registrant by a third party).


                                       23
<PAGE>

         For each of the transactions noted above, the transaction was
negotiated, on the part of the Registrant, on the basis of what is in the best
interests of the Registrant and its shareholders. In addition, in each case the
interested affiliate did vote in favor of the transaction; however, the full
board of directors did make the determination that the terms in each case were
as favorable as could have been obtained from non-affiliated parties.

         Mr. Alexander is engaged as a director of another business (World Am
Communications, Inc.); he currently devotes approximately 10% of his time to the
affairs of the Registrant. Also, Mr. Shaver only devotes about 25% of this time
to the business of the Registrant as he is involved in other business ventures.
As a result, certain potential conflicts of interest, such as those set forth
above with the transactions, may arise between the Registrant and the directors.
The Registrant will attempt to resolve such conflicts of interest in favor of
the Registrant by carefully reviewing each proposed transaction to determine its
fairness to the Registrant and its shareholders and whether the proposed terms
of the transaction are at least as favorable as those which could be obtained
from independent sources. The officers and directors of the Registrant are
accountable to it and its shareholders as fiduciaries, which requires that such
officers and directors exercise good faith and integrity in handling the
Registrant's affairs. A shareholder may be able to institute legal action on
behalf of the Registrant or on behalf of itself and other similarly situated
shareholders to recover damages or for other relief in cases of the resolution
of conflicts is in any manner prejudicial to the Registrant.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

EXHIBITS.

         Exhibits included or incorporated by reference in this document are set
forth in the Exhibit Index.

REPORTS ON FORM 8-K.

         No reports on Form 8-K were filed during the last quarter of the fiscal
year covered by this report.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES.

         The aggregate fees billed for each of the last two fiscal years for
professional services rendered by L.L. Bradford & Company, LLC for the audit of
the Registrant's annual financial statements, and review of financial statements
included in the company's Form 10-QSB's: 2003: $7,500; and 2002: $10,000.

                                       24
<PAGE>

AUDIT-RELATED FEES.

         The aggregate fees billed in each of the last two fiscal years for
assurance and related services by L.L. Bradford & Company, LLC that are
reasonably related to the performance of the audit or review of the Registrant's
financial statements and are not reported under Audit Fees above: $0.

TAX FEES.

         The aggregate fees billed in each of the last two fiscal years for
professional services rendered by L.L. Bradford & Company, LLC for tax
compliance, tax advice, and tax planning: $0.

ALL OTHER FEES.

         The aggregate fees billed in each of the last two fiscal years for
products and services provided by L.L. Bradford & Company, LLC, other than the
services reported above: $0.

AUDIT COMMITTEE.

         The Registrant's audit committee consists of Messrs. Alexander and
Shaver. The audit committee has not adopted a written charter. The Registrant's
board of directors has determined that the company does not have an audit
committee financial expert serving on its audit committee; the company has been
unable to secure the services of such a person but is actively seeking one.

         The Registrant's does not have any pre-approval policies and
procedures. The audit committee makes recommendations concerning the engagement
of independent public accountants, reviews with the independent public
accountants the scope and results of the audit engagement, approves all
professional services provided by the independent accountants, reviews the
independence of the independent public accountants, considers the range of audit
and non-audit fees, and reviews the adequacy of the Registrant's internal
accounting controls.


                                       25
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                                   EVERLERT, INC.



Dated: April 23, 2004                              By: /s/ James H. Alexander
                                                       -------------------------
                                                   James H. Alexander, President


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:

<TABLE>
<CAPTION>

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



<S>                                 <C>                                                         <C>
/s/ James H. Alexander              President/Director                                          April 23, 2004
----------------------
James H. Alexander


/s/ Dannie Shaver                   Secretary/Treasurer (principal financial and
-----------------                   accounting officer)/Director                                April 23, 2004
Dannie Shaver

</TABLE>

                                       26
<PAGE>


                          L.L. BRADFORD & COMPANY, LLC
                   CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders
Everlert, Inc.
(A Development Stage Company)
Santa Ana, California

We have audited the accompanying balance sheet of Everlert, Inc. (a development
stage company) as of December 31, 2003, and the related statements of
operations, stockholders' deficit, and cash flows for the years ended December
31, 2003 and 2002 and the period from February 3, 1998 (date of inception)
through December 31, 2003. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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 Everlert, Inc. (a development
stage company) as of December 31, 2003, and the results of its operations and
cash flows for the years ended December 31, 2003 and 2002 and the period from
February 3, 1998 (date of inception) through December 31, 2003, in conformity
with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered losses from operations and
current liabilities exceed current assets, all of which raise substantial doubt
about its ability to continue as a going concern. Management's plans in regards
to these matters are also described in Note 1. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.


/s/ L.L. Bradford & Company, LLC
--------------------------------
L.L. Bradford & Company, LLC
April 6, 2004
Las Vegas, Nevada



          3441 SOUTH EASTERN AVENUE, SUITE 200, LAS VEGAS, NEVADA 89109
                  O (702) 735-5030 O FACSIMILE (702) 735-4854

                                       27
<PAGE>


                                 EVERLERT, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                DECEMBER 31, 2003


                                     ASSETS

Current assets
    Cash                                                           $        --
                                                                   ------------


      Total current assets                                                  --


Fixed assets                                                             5,000
                                                                   ------------

Total assets                                                       $     5,000
                                                                   ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
    Accounts payable                                               $       800
    Accrued liabilities                                                236,170
    Due to related parties                                              69,175
    Notes payable - related party                                      440,459
                                                                   ------------

      Total current liabilities                                        746,604
                                                                   ------------

      Total liabilities                                                746,604

Stockholders' deficit
    8% cumulative preferred stock; $0.001 par value;
      5,000,000 shares authorized, 16,000 shares
      issued and outstanding                                                16
    Common stock; $0.001 par value; 800,000,000
      shares authorized, 41,952,414 shares
      issued and outstanding                                            41,952
    Additional paid-in capital                                       2,294,115
    Accumulated deficit                                             (3,077,687)
                                                                   ------------

      Total stockholders' deficit                                     (741,604)
                                                                   ------------

      Total liabilities and stockholders' deficit                  $     5,000
                                                                   ============

                 See Accompanying Notes to Financial Statements

                                       28
<PAGE>
<TABLE>
                                           EVERLERT, INC.
                                    (A DEVELOPMENT STAGE COMPANY)
                                      STATEMENTS OF OPERATIONS
<CAPTION>
                                                                                  PERIOD FROM
                                                                                FEBRUARY 3, 1998
                                                                               (DATE OF INCEPTION)
                                              FOR THE YEAR ENDED DECEMBER 31,         THROUGH
                                                 2003                2002        DECEMBER 31, 2003
                                             -------------      -------------      -------------
<S>                                          <C>                <C>                <C>
Revenue                                      $         --       $         --       $         --

Operating expenses
    Amortization and depreciation                   8,025             44,278            434,787
    Bad debt                                           --                 --            917,625
    Research and development                           --                 --            237,149
    General and administrative                    113,115            326,116          1,274,255
                                             -------------      -------------      -------------


      Total operating expenses                    121,140            370,394          2,863,816
                                             -------------      -------------      -------------


Loss from operations                             (121,140)          (370,394)        (2,863,816)


Other expense
    Interest expense                              (41,153)           (41,153)          (190,830)
    Impairment of fixed assets                    (22,241)                --            (22,241)
                                             -------------      -------------      -------------


Loss before provision for income taxes           (184,534)          (411,547)        (3,076,887)


Provision for income taxes                           (800)                --               (800)
                                             -------------      -------------      -------------

Net loss                                     $   (185,334)      $   (411,547)      $ (3,077,687)
                                             =============      =============      =============

Basic and diluted loss per common share      $      (0.00)      $      (0.02)      $      (0.17)
                                             =============      =============      =============

Basic and diluted weighted average
    Common shares outstanding                  41,242,825         22,103,852         17,941,084
                                             =============      =============      =============
</TABLE>


                           See Accompanying Notes to Financial Statements

                                                 29
<PAGE>
<TABLE>

                                                          EVERLERT, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                STATEMENT OF STOCKHOLDERS' DEFICIT
<CAPTION>


                                                                                     COMMON
                                                                                      STOCK      NOTES
                                                                                   ISSUED FOR  RECEIVABLE                  TOTAL
                                   OUTSTANDING SHARES                    ADDITIONAL  PREPAID   FOR COMMON                  STOCK-
                                  --------------------  PREFERRED  COMMON  PAID-IN  CONSULTING   STOCK     ACCUMULATED    HOLDERS'
                                     PREFERRED  COMMON    STOCK    STOCK   CAPITAL   SERVICES   ISSUANCE    DEFICIT      DEFICIT
                                     -------- ----------  -----  -------- ---------- ---------  --------- -----------  -----------
<S>                                    <C>     <C>        <C>    <C>      <C>        <C>        <C>       <C>          <C>
Balance at February 3, 1998
   (Date of  inception)                    --         --  $  --  $     -- $       -- $     --   $     --  $       --   $       --

Common stock issued for
   cash, $0.002 weighted average
   price per share                         --  3,154,000     --     3,154      2,646       --         --          --        5,800

Common stock issued for
  expenses, $0.086
  weighted
  average price per share                  --    490,000     --       490     41,610       --         --          --       42,100

Common stock issued for
  payment of debt, $0.05                   --     40,000     --        40      1,960       --         --          --        2,000

Net loss                                   --         --     --        --         --       --         --    (429,316)    (429,316)
                                     -------- ----------  -----  -------- ---------- ---------  --------- -----------  -----------

Balance, December 31, 1998
(RESTATED)                                 --  3,684,000     --     3,684     46,216       --         --    (429,316)    (379,416)

Preferred stock issued
  for cash, $3.00                      11,000         --     11        --     32,990       --         --          --       33,001

Common stock issued for
  expenses, $0.025 weighted
  average price per share                  --  2,024,000     --     2,024    123,776       --         --          --      125,800


                                                                30
<PAGE>

                                                          EVERLERT, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                STATEMENT OF STOCKHOLDERS' DEFICIT
                                                            (CONTINUED)


                                                                                     COMMON
                                                                                      STOCK      NOTES
                                                                                   ISSUED FOR  RECEIVABLE                  TOTAL
                                   OUTSTANDING SHARES                    ADDITIONAL  PREPAID   FOR COMMON                  STOCK-
                                  --------------------  PREFERRED  COMMON  PAID-IN  CONSULTING   STOCK     ACCUMULATED    HOLDERS'
                                     PREFERRED  COMMON    STOCK    STOCK   CAPITAL   SERVICES   ISSUANCE    DEFICIT      DEFICIT
                                     -------- ----------  -----  -------- ---------- ---------  --------- -----------  -----------
Common stock issued for
  Acquired technology, $0.03               -- 12,000,000     --    12,000    396,528       --         --          --      408,528

Common stock issued for
  note receivable, $1.50                   --    300,000     --       300    449,700       --   (450,000)         --           --

$57,375 debt (including interest
   and financing cost of $23,375)
   satisfied in exchange of
   common stock, $1.50                     --         --     --        --         --       --     57,375          --       57,375

Common stock issued for
  cash, $0.12 weighted average
  price per share                          --    884,485     --       884    105,248       --         --          --      106,132

Net loss                                   --         --     --        --         --       --         --    (450,268)    (450,268)
                                     -------- ----------  -----  -------- ---------- ---------  --------- -----------  -----------

Balance, December 31, 1999
  (RESTATED)                           11,000 18,892,485     11    18,892  1,154,458       --   (392,625)   (879,584)     (98,848)

Common stock issued for
   payment of other  payables              --    359,992     --       360     77,413       --         --          --       77,773

Preferred stock issued for cash,
  $3.00                                 3,333         --      3        --      9,997        --         --          --       10,000

Common stock issued for note
   receivable, $1.75                       --    300,000     --       300    524,700       --   (525,000)         --           --

                                                                31
<PAGE>

                                                          EVERLERT, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                STATEMENT OF STOCKHOLDERS' DEFICIT
                                                            (CONTINUED)


                                                                                     COMMON
                                                                                      STOCK      NOTES
                                                                                   ISSUED FOR  RECEIVABLE                  TOTAL
                                   OUTSTANDING SHARES                    ADDITIONAL  PREPAID   FOR COMMON                  STOCK-
                                  --------------------  PREFERRED  COMMON  PAID-IN  CONSULTING   STOCK     ACCUMULATED    HOLDERS'
                                     PREFERRED  COMMON    STOCK    STOCK   CAPITAL   SERVICES   ISSUANCE    DEFICIT      DEFICIT
                                     -------- ----------  -----  -------- ---------- ---------  --------- -----------  -----------

Common stock issued for
    services, $0.30                        --    120,000     --       120     35,880       --         --          --       36,000

Common stock issued for prepaid
   consulting  services, $0.50             --    200,000     --       200     99,800 (100,000)        --          --           --

Current period recognition of
   prepaid consulting services
   related to common stock                 --         --     --        --         --   10,000         --          --       10,000

Allowance for bad debt established
   for subscriptions receivable            --         --     --        --         --       --    917,625          --      917,625

Common stock issued for cash, $0.10        --     50,000     --        50      4,950       --         --          --        5,000

Net loss                                   --         --     --        --         --       --         --  (1,268,621)  (1,268,621)
                                     -------- ----------  -----  -------- ---------- ---------  --------- -----------  -----------


Balance, December 31, 2000             14,333 19,922,477     14    19,922  1,907,198  (90,000)        --  (2,148,205)    (311,071)


Preferred stock issued for
   cash, $3.00                          1,667         --      2        --      4,998       --         --          --        5,000

Current period recognition of
   prepaid consulting services             --         --     --        --         --   40,000         --          --       40,000

                                                                32
<PAGE>

                                                          EVERLERT, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                STATEMENT OF STOCKHOLDERS' DEFICIT
                                                            (CONTINUED)


                                                                                     COMMON
                                                                                      STOCK      NOTES
                                                                                   ISSUED FOR  RECEIVABLE                  TOTAL
                                   OUTSTANDING SHARES                    ADDITIONAL  PREPAID   FOR COMMON                  STOCK-
                                  --------------------  PREFERRED  COMMON  PAID-IN  CONSULTING   STOCK     ACCUMULATED    HOLDERS'
                                     PREFERRED  COMMON    STOCK    STOCK   CAPITAL   SERVICES   ISSUANCE    DEFICIT      DEFICIT
                                     -------- ----------  -----  -------- ---------- ---------  --------- -----------  -----------

Common stock issued for
  professional fees, $0.30                 --    120,000     --       120     35,880       --         --          --       36,000

Net loss                                   --         --     --        --         --       --         --    (332,601)    (332,601)
                                     -------- ----------  -----  -------- ---------- ---------  --------- -----------  -----------

Balance, December 31, 2001             16,000 20,042,477     16    20,042  1,948,076  (50,000)        --  (2,480,806)    (562,672)

Preferred stock issued
   for cash, $3.00                         --         --     --        --         --       --         --          --           --

Current period recognition of prepaid
    consulting services                    --         --     --        --         --   40,000         --          --       40,000

Common stock issued for professional
    fees, $0.07                            --  2,434,939     --     2,435    170,514       --         --          --      172,949

Common stock issued to repay
   loan from related
   party, $0.07                            --    975,000     --       975     64,025       --         --          --       65,000

Net loss                                   --         --     --        --         --       --         --    (411,547)    (411,547)
                                     -------- ----------  -----  -------- ---------- ---------  --------- -----------  -----------

Balance, December 31, 2002             16,000 23,452,416     16    23,452  2,182,615  (10,000)        --  (2,892,353)    (696,270)

                                                                33
<PAGE>

                                                          EVERLERT, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                STATEMENT OF STOCKHOLDERS' DEFICIT
                                                            (CONTINUED)


                                                                                     COMMON
                                                                                      STOCK      NOTES
                                                                                   ISSUED FOR  RECEIVABLE                  TOTAL
                                   OUTSTANDING SHARES                    ADDITIONAL  PREPAID   FOR COMMON                  STOCK-
                                  --------------------  PREFERRED  COMMON  PAID-IN  CONSULTING   STOCK     ACCUMULATED    HOLDERS'
                                     PREFERRED  COMMON    STOCK    STOCK   CAPITAL   SERVICES   ISSUANCE    DEFICIT      DEFICIT
                                     -------- ----------  -----  -------- ---------- ---------  --------- -----------  -----------
Common stock issued in satisfaction
   of other liability, $0.005              -- 11,499,999     --    11,500     46,000       --         --          --       57,500

Common stock issued for professional
  fees, $0.005                             --  5,499,999     --     5,500     22,000        --         --          --       27,500

Common stock issued in relation to the
   president's employment agreement        --  1,500,000     --     1,500     43,500  (27,740)        --          --       17,260

Current period recognition of
   prepaid consulting services             --         --     --        --         --   10,000         --          --       10,000

Current period recognition
   of prepaid wages                        --         --     --        --         --   27,740         --          --       27,740

Net loss                                   --         --     --        --         --       --         --    (185,334)    (185,334)
                                     -------- ----------  -----  -------- ---------- ---------  --------- -----------  -----------

Balance, December 31, 2003             16,000 41,952,414  $  16  $ 41,952 $2,294,115 $     --   $     --  $(3,077,687) $ (741,604)
                                     ======== ==========  =====  ======== ========== =========  ========= ===========  ===========


                                           See Accompanying Notes to Financial Statement
</TABLE>

                                                                34
<PAGE>
<TABLE>

                                                EVERLERT, INC.
                                         (A DEVELOPMENT STAGE COMPANY)
                                           STATEMENTS OF CASH FLOWS
<CAPTION>

                                                                                              PERIOD FROM
                                                                                            FEBRUARY 3, 1998
                                                                                           (DATE OF INCEPTION)
                                                            FOR THE YEAR ENDED DECEMBER 31,     THROUGH
                                                                2003               2002     DECEMBER 31, 2003
                                                            ------------------------------------------------
<S>                                                         <C>               <C>               <C>
Cash flows used for operating activities:
 Net loss                                                   $  (185,334)      $  (411,547)      $(3,077,687)
 Adjustments to reconcile net loss to net
  cash used by operating activities:
   Amortization and depreciation                                  8,025            44,278           434,787
   Bad debt                                                          --                --           917,625
   Interest and financing costs satisfied
      in exchange of common stock                                    --                --            23,375
   Impairment of fixed assets                                    22,241                --            22,241
   Stock based compensation                                      82,500           212,949           585,349
 Changes in operating assets and liabilities:
   Decrease in deposits                                              --                --                --
   Increase (decrease) in accounts payable                          800           (14,217)              800
   Increase in accrued liabilities                               66,768            65,012           237,170
                                                            ------------------------------------------------
        Net cash used for operating activities                   (5,000)         (103,525)         (856,340)

Cash flows used for investing activities:
 Purchase of fixed assets                                            --                --           (53,500)
                                                            ------------------------------------------------
           Net cash used for investing activities                    --                --           (53,500)

Cash flows provided by financing activities:
 Increase in due to related parties                                  --            22,060           133,175
 Net proceeds from issuance of notes payable - related            5,000            23,930           476,459
 parties
 Net proceeds from issuance of other liabilities                     --            57,500            57,500
 Proceeds from issuance of preferred stock                           --                --            48,001
 Proceeds from issuance of common stock                              --                --           116,932
 Proceeds from issuance of stock subscriptions payable               --                --            77,773
                                                            ------------------------------------------------
       Net cash provided by financing activities                  5,000           103,490           909,840
                                                            ------------------------------------------------

Net decrease in cash                                                 --               (35)               --

Cash, beginning of period                                            --                35                --
                                                            ------------------------------------------------

Cash, end of period                                         $        --       $        --       $        --
                                                            ================================================

Supplemental disclosure of cash flow:
 Cash paid for interest                                     $        --       $        --       $    14,000
                                                            ================================================
</TABLE>

                                       35
<PAGE>
<TABLE>

                                                EVERLERT, INC.
                                         (A DEVELOPMENT STAGE COMPANY)
                                           STATEMENTS OF CASH FLOWS
                                                  (CONTINUED)
<CAPTION>

                                                                                         PERIOD FROM
                                                                                      FEBRUARY 3, 1998
                                                                   FOR THE YEAR      (DATE OF INCEPTION)
                                                                 ENDED DECEMBER 31,        THROUGH
                                                                2003           2002   DECEMBER 31, 2003
                                                             ------------------------------------------
<S>                                                           <C>           <C>             <C>
Schedule of non-cash investing and financing activities:
 12,000,000 common shares issued in exchange for
   acquired technology                                        $     --      $       --      $408,528
                                                              =======================================

 300,000 common shares issued in exchange
   for notes receivable for common stock issuance             $     --      $       --       450,000
                                                              =======================================

 300,000 common shares issued in exchange
   for notes receivable for common stock issuance             $     --      $       --       525,000
                                                              =======================================

 Debt satisfied in exchange of common stock                   $     --      $       --      $ 34,000
                                                              =======================================

 40,000 common shares issued for payment of debt              $     --      $       --      $  2,000
                                                              =======================================

 200,000 common shares issued in exchange
   for prepaid consulting services                            $     --      $       --      $100,000
                                                              =======================================

 Other liability satisfied through issuance of
   15,000 common shares                                       $     --      $       --      $  3,241
                                                              =======================================

 Other liability satisfied through issuance of
   344,992 common shares                                      $     --      $       --      $ 74,532
                                                              =======================================

 Other liabilities satisfied through issuance of
   359,992 common shares                                      $     --      $       --      $ 77,773
                                                              =======================================

 Other liability satisfied through issuance of
    11,499,999 common shares                                  $ 57,500      $       --      $ 57,500
                                                              =======================================
1,500,000 common shares issued for prepaid wages
    (excluding services totaling $17,260)                     $ 27,740      $       --      $ 27,740
                                                              =======================================

</TABLE>

                                See Accompanying Notes to Financial Statements

                                                      36
<PAGE>

                                 EVERLERT, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

1.       DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES

DESCRIPTION OF BUSINESS - Everlert, Inc. (hereinafter referred to as the
"Company") is a development stage company that originally intended to develop,
manufacture, and market voice record and playback smoke detectors and related
products including heat sensor Christmas tree ornaments. In March 2004, as
discussed in Note 5, the Company changed its focus to identify and acquire or
merge with a prospective target business and raise the capital it will require
through the issuance of equity securities, debt securities, bank borrowings or a
combination thereof. The Company was incorporated in the State of Nevada on
February 3, 1998.

AMENDED ARTICLES OF INCORPORATION - In December 2002, a Certificate of Amendment
to Articles of Incorporation changed the number of authorized shares of common
stock from 50,000,000 to 800,000,000.

GOING CONCERN - The Company incurred net losses of approximately $185,000 and
$411,500 for the years ended December 31, 2003 and 2002 respectively, and its
current liabilities exceed the Company's current assets by approximately
$774,000 as of December 31, 2003, raising substantial doubt about the Company's
ability to continue as a going concern. The Company has determined, after
obtaining an independent study of the market for the voice record and playback
smoke detector, that the size of the market is not as large as previously
estimated and probable cost of market entry and development along with other
factors are likely to be substantially greater than previously estimated. Due to
these findings, the Company intends to suspend development of the products and
concentrate on finding a profitable business combination or other transaction
that has better prospects for success. The Company will seek additional sources
of capital through the issuance of debt or equity financing to continue to
explore the possible combinations that may result in profitable operations in
the future, but there can be no assurances that the Company will develop such a
relationship for future profitable business operations or that it will obtain
the financing necessary to accomplish its objectives.

The ability of the Company to continue as a going concern is dependent on
additional sources of capital and the success of the Company's plan. The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.

USE OF ESTIMATES - The preparation of consolidated financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

                                       37
<PAGE>

FIXED ASSETS - Fixed assets are stated at cost less accumulated depreciation.
Depreciation is provided principally on the straight-line method over the
estimated useful lives of the assets, which are generally 3 to 7 years. The cost
of repairs and maintenance is charged to expense as incurred. Expenditures for
property betterments and renewals are capitalized. Upon sale or other
disposition of a depreciable asset, cost and accumulated depreciation are
removed from the accounts and any gain or loss is reflected in other income
(expense).

The Company periodically evaluates whether events and circumstances have
occurred that may warrant revision of the estimated useful lives of fixed assets
or whether the remaining balance of fixed assets should be evaluated for
possible impairment. The Company uses an estimate of the related undiscounted
cash flows over the remaining life of the fixed assets in measuring their
recoverability.

EARNINGS (LOSS) PER SHARE - Basic earnings (loss) per share excludes any
dilutive effects of options, warrants and convertible securities. Basic earnings
(loss) per share is computed using the weighted-average number of outstanding
common shares during the applicable period. Diluted earnings per share is
computed using the weighted average number of common and common stock equivalent
shares outstanding during the period. Common stock equivalent shares are
excluded from the computation if their effect is antidilutive.

INCOME TAXES - The Company accounts for its income taxes in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 109, which requires
recognition of deferred tax assets and liabilities for future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and tax credit
carryforwards. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.

As of December 31, 2003, the Company has available net operating loss
carryforwards that will expire in various periods through 2023. Such losses may
not be fully deductible due to the significant amounts of non-cash service costs
and the change in ownership rules under Section 382 of the Internal Revenue
Code. The Company has established a valuation allowance for the full tax benefit
of the operating loss carryovers due to the uncertainty regarding realization.

COMPREHENSIVE LOSS - The Company has no components of other comprehensive loss.
Accordingly, net loss equals comprehensive loss for all periods.

ADVERTISING COSTS - The Company recognizes advertising expenses in accordance
with Statement of Position No. 93-7, "Reporting on Advertising Costs."
Accordingly, the Company expenses the costs of producing advertisements at the
time production occurs, and expenses the costs of communicating advertisements
in the period in which the advertising space or airtime is used. The Company has
recorded no significant advertising costs for the years ended December 31, 2003
and 2002 and the period from February 3, 1998 (date of inception) through
December 31, 2003.

                                       38
<PAGE>

RESEARCH AND DEVELOPMENT COSTS - Research and development costs are charged to
expense when incurred. Costs incurred to internally develop software, including
costs incurred during all phases of development, are charged to expense as
incurred.

STOCK-BASED COMPENSATION - The Company applies Accounting Principles Board
("APB") Opinion No. 25, "Accounting for Stock Issued to Employees, and Related
Interpretations", in accounting for stock options issued to employees. Under APB
No. 25, employee compensation cost is recognized when estimated fair value of
the underlying stock on date of the grant exceeds exercise price of the stock
option. For stock options and warrants issued to non-employees, the Company
applies SFAS No. 123, "Accounting for Stock-Based Compensation", which requires
the recognition of compensation cost based upon the fair value of stock options
at the grant date using the Black-Scholes option pricing model.

The Company granted no warrants or options to employees for compensation for the
years ended 2003 and 2002, and for the period from February 3, 1998 (date of
inception) through December 31, 2003. All stock issued for compensation was
recorded at the fair market value of the stock.

In December 2002, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure."
SFAS No. 148 amends the transition and disclosure provisions of SFAS No. 123.
The Company is currently evaluating SFAS No. 148 to determine if it will adopt
SFAS No. 123 to account for employee stock options using the fair value method
and, if so, when to begin transition to that method.

EXPENSES OF OFFERING - The Company accounts for specific incremental costs
directly to a proposed or actual offering of securities as a direct charge
against the gross proceeds of the offering.

NEW ACCOUNTING PRONOUNCEMENTS - In July 2001, the FASB issued SFAS No. 143,
"Accounting for Obligations Associated with the Retirement of Long-Lived
Assets." SFAS No. 143 establishes accounting standards for the recognition and
measurement of an asset retirement obligation and its associated asset
retirement cost. It also provides accounting guidance for legal obligations
associated with the retirement of tangible long-lived assets. SFAS No. 143 is
effective in fiscal years beginning after June 15, 2002, with early adoption
permitted. The adoption of SFAS No. 143 did not have a material impact on the
Company's financial statements.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS No. 144 establishes a single accounting
model for the impairment or disposal of long-lived assets, including
discontinued operations. SFAS No. 144 superseded SFAS No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of", and APB Opinion No. 30, "Reporting the Results of Operations - Reporting
the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual
and Infrequently Occurring Events and Transactions." The provisions of SFAS No.
144 are effective in fiscal years beginning after December 15, 2001, with early
adoption permitted, and in general are to be applied prospectively. The adoption
of SFAS No. 144 did not have a material impact on the Company's financial
statements for the years ended December 31, 2003 and 2002.

                                       39
<PAGE>

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 addresses financial accounting
and reporting for costs associated with exit or disposal activities, such as
restructurings, involuntarily terminating employees, and consolidating
facilities initiated after December 31, 2002. The implementation of SFAS No. 146
did not have a material effect on the Company's financial statements for the
years ended December 31, 2003 and 2002.

In April 2003, the FASB issued SFAS No. 149, "Amendment of SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities." SFAS No. 149
amends SFAS No. 133 for decisions made (1) as part of the Derivatives
Implementation Group process that effectively required amendments to SFAS No.
133, (2) in connection with other Board projects dealing with financial
instruments, and (3) in connection with implementation issues raised in relation
to the application of the definition of a derivative. The Statement clarifies
under what circumstances a contract with an initial net investment meets the
characteristics of a derivative discussed in paragraph 6(b) of SFAS No. 133,
clarifies when a derivative contains a financing component, amends the
definition of underlying to conform it to language used in FASB Interpretation
No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others", and amends certain
other existing pronouncements. Those changes will result in more consistent
reporting of contracts as either derivatives or hybrid instruments. This
statement is effective for contracts entered into or modified after June 30,
2003 and for hedging relationships designated after June 30, 2003. The
implementation of SFAS No. 149 is not expected to have a material effect on the
Company's financial statements.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity." SFAS No. 150
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. In
addition, the Statement requires an issuer to classify certain instruments with
specific characteristics described in it as liabilities. This Statement is
effective for financial instruments entered into or modified after May 31, 2003,
and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. The implementation of SFAS No. 150 is not
expected to have a material effect on the Company's financial statements.

2.       FIXED ASSETS

During December 2003, the Company evaluated the estimated useful lives of fixed
assets and determined that the assets had no future useful lives. According, the
Company recorded a loss on impairment of fixed assets totaling $22,241 to record
the assets at their estimated salvage value.

3.       STOCKHOLDERS' DEFICIT

PREFERRED STOCK - As of December 31, 2002, 16,000 shares of preferred stock have
a conversion feature that may be converted into shares of the Company's common
stock on a basis of 10 shares of common stock for 1 share of preferred stock. In
addition, these shares of preferred stock are callable 2 years from the date of


                                       40
<PAGE>

issuance, but before 3 years from the date of issuance at a redemption rate of
110% of the liquidation value. Accordingly, the liquidation value is stated at
$3.00 per share of preferred stock.

PREFERRED STOCK DIVIDENDS IN ARREARS - As of December 31, 2002, the Company has
dividends in arrears totaling $16,771.

COMMON STOCK - On July 23, 1998, the Company issued 183,000 shares of its common
stock for services rendered in the amount of $9,100 ($0.05 per share). These
services consisted of professional fees.

On August 28, 1998, the Company issued 5,000 shares of its common stock for
services rendered in the amount of $300 ($0.06 per share). These services
consisted of research and development.

On August 28, 1998, the Company issued 150,000 shares of its common stock for
services rendered in the amount of $15,000 ($0.10 per share). These services
consisted of consulting.

On August 28, 1998, the Company issued an additional 150,000 shares of its
common stock for services rendered in the amount of $15,000 ($0.10 per share).
These services also consisted of consulting.

On December 31, 1998, the Company issued 2,000 shares of its common stock for
services rendered in the amount of $2,700 ($1.35 per share). These services
consisted of professional fees.

On March 25, 1999, the Company issued 12,000 shares of its common stock for
services rendered in the amount of $12,900 ($1.08 per share). These services
consisted of professional fees.

On April 5, 1999, the Company issued 12,000 shares of its common stock for
services rendered in the amount of $12,900 ($1.08 per share). These services
consisted of professional fees.

On October 29, 1999, the Company issued 2,000,000 shares of its common stock for
services rendered in the amount of $100,000 ($0.05 per share). These services
consisted of consulting.

On August 14, 2000, the Company issued 120,000 shares of its common stock for
services rendered in the amount of $36,000 ($0.30 per share). These services
consisted of professional fees.

During 2000, the Company recognized $10,000 of the $100,000 ($0.50 per share)
prepaid consulting services for the August 3, 2000 issuance of 200,000 shares of
its common stock.

On April 6, 2001, the Company issued 120,000 shares of its common stock for
services rendered in the amount of $36,000 ($0.30 per share). These services
consisted of professional fees. During 2001, the Company recognized $40,000 of
the $100,000 ($0.50 per share) prepaid consulting services for the August 3,
2000 issuance of 200,000 shares of its common stock.

                                       41
<PAGE>

During February 2002, the Company issued 900,000 common shares for professional
services totaling $45,000.

During June 2002, the Company issued 125,000 common shares for consulting
services totaling $18,750.

During August 2002, the Company issued 1,409,939 common shares for consulting
services totaling $109,199.

During the year ended December 31, 2002, the Company recognized $40,000 of the
$100,000 ($0.50 per share) prepaid consulting services for the August 3, 2000
issuance of 200,000 shares of its common stock.

During January 2003, the Company issued 9,999,999 shares of the Company's common
stock in satisfaction of Other Liability totaling $50,000.

During January 2003, the Company issued 5,499,999 shares of the Company's common
stock in consideration of consulting services totaling $27,500.

During the year ended December 31, 2003, the Company recognized $10,000 of the
$100,000 ($0.50 per share) prepaid consulting services for the August 3, 2000
issuance of 200,000 shares of its common stock.

4.       RELATED PARTY TRANSACTIONS

The Company operates from a leased facility under a month-to-month operating
lease. The Company leases the facility from Wyvern Technologies, Inc. (an entity
controlled by the former president of the Company) for $1,500 per month. For the
year ended December 31, 2002 and 2001, rent expense related to Wyvern
Technologies, Inc totaled $4,500 and $6,000, respectively.

During 1999, the Company issued 2,000,000 common shares to a stockholder of the
Company for consulting services valued at $100,000.

During 2000, the Company issued 200,000 common shares to a director of the
Company for prepaid consulting services valued at $100,000. As of December 31,
2002, $50,000 of the prepaid consulting services has been recognized as an
expense.

During the year ended December 31, 2001, and the period from February 3, 1998
(date of inception) through December 31, 2001, the Company received services
from James T. Marsh, the brother and father of two founding stockholders of the
Company of approximately $23,000, and $305,000, respectively.

                                       42
<PAGE>

During 2001, Safe at Home Products, Inc. transferred 975,000 shares of the
Company's common stock on behalf of the Company to satisfy liabilities. The
975,000 shares, valued at $65,000. During 2002, the Company issued 975,000
shares of common stock to Safe at Home Products, Inc. to satisfy this liability.

During August 2002, James Weber resigned as the Company's president.

During August 2002, the Company entered into an Employment Agreement (the
"Agreement) with James Alexander, as the Company's president for a minimum term
of three years whereby the Company will pay a base salary of 1,500,000 shares of
common stock per year.

During January 2003, the Company issued 1,500,000 shares of common stock to the
Company's president and stockholder valued at $45,000 in relation to the
Agreement . The Company recorded the transaction as prepaid wages totaling
$27,740 and wages totaling $17,260. As of December 31, 2003, the unamortized
portion of prepaid wages to the president totaled $0.00.

During January 2003, the Company issued 1,500,000 shares of the Company's common
stock to a director in satisfaction of Other Liability totaling $7,500.

As of December 31, 2003, the Company borrowed $69,175 from stockholders of the
Company. The balance bears no interest, is unsecured and due on demand.

As of December 31, 2003, the Company has accrued wages related to the Agreement
totaling $25,615 included as part of accrued liabilities totaling $236,170.

Notes payable - related parties consist of the following at December 31, 2003:
<TABLE>
<CAPTION>

         <S>                                                                                 <C>
         Promissory note payable to Wyvern Technologies, Inc.
         (an entity controlled by the former president of the Company),
         unsecured, bearing an interest rate of 10% and due on
         demand.  Holder has option to convert unpaid balances,
         including accrued interest, into shares of the Company's
         common stock at a price of $1.00 per share                                          $173,670

         Promissory note payable to a former director and current stockholder of
         the Company, unsecured, bearing an interest rate of 10% and due on
         demand. Holder has option to convert unpaid balances, including accrued
         interest, into shares of the Company's common stock
         at a price of $1.00 per share                                                         68,260

         Promissory note payable to a director of the Company, unsecured,
         bearing an interest rate of 0% and due on demand. Holder has option to
         convert unpaid balances, including accrued interest, into shares of the
         Company's common stock at a price of $1.00 per share                                   8,500

                                       43
<PAGE>

         Promissory note payable to a stockholder of the Company, unsecured,
         bearing an interest rate of 10% and due on demand. Holder has option to
         convert unpaid balances, including accrued interest, into shares of the
         Company's
         common stock at a price of $1.00 per share                                            20,429

         Promissory note payable to James T. Marsh, unsecured, bearing an
         interest rate of 10% and due on demand. Holder has option to convert
         unpaid balances, including accrued interest, into shares of the
         Company's
         common stock at a price of $1.00 per share                                           169,600
                                                                                              -------

                                                                                             $440,459
                                                                                             ========
</TABLE>

5.       SUBSEQUENT EVENTS

During March 2004, management of the Company determined, due to certain findings
obtained from an independent study of the market for the voice record and
playback smoke detector, that it would suspend development of products and will
change its direction to finding a profitable business combination or other
transaction with better prospects for success.

During April 2004, the Company received $7,000 through a promissory note payable
with the Company's president. The note is unsecured, bears no interest, and
matures in April 2005. In the event of default, the note will bear interest at
18% per year.


                                       44
<PAGE>


                                  EXHIBIT INDEX

Number                               Description
------                              -----------

2                 Share Exchange Agreement between the Registrant and Safe at
                  Home Products, Inc., dated April 1, 1999 (incorporated by
                  reference to Exhibit 2 of the Form 10-SB/A filed on October 3,
                  2001).

3.1               Articles of Incorporation, dated February 3, 1998
                  (incorporated by reference to Exhibit 3.1 of the Form 10-SB/A
                  filed on October 3, 2001).

3.2               Certificate of Amendment of Articles of Incorporation, dated
                  February 5, 1998 (incorporated by reference to Exhibit 3.2 of
                  the Form 10-SB/A filed on October 3, 2001)

3.3               Certificate of Amendment to Articles of Incorporation, dated
                  December 23, 2002 (see below).

3.4               Bylaws (incorporated by reference to Exhibit 3.3 of the Form
                  10-SB/A filed on October 3, 2001)

4.1               Form of Subscription Agreement used by the Registrant
                  (incorporated by reference to Exhibit 4 of the Form 10-SB/A
                  filed on October 3, 2001)

4.2               Non-Employee Directors and Consultants Retainer Stock Plan,
                  dated July 10, 2001 (incorporated by reference to Exhibit 4.1
                  of the Form S-8 filed on August 7, 2001).

4.3               Consulting Services Agreement between the company and Tracy
                  Marsh, dated July 17, 2001 (incorporated by reference to
                  Exhibit 4.2 of the Form S-8 filed on August 7, 2001).

4.4               Consulting Services Agreement between the company and James J.
                  Weber, dated July 17, 2001 (incorporated by reference to
                  Exhibit 4.3 of the Form S-8 filed on August 7, 2001).

4.5               Consulting Services Agreement between the company and Jerry G.
                  Hilbert, dated July 17, 2001 (incorporated by reference to
                  Exhibit 4.4 of the Form S-8 filed on August 7, 2001).

4.6               Amended and Restated Non-Employee Directors and Consultants
                  Retainer Stock Plan, dated June 3, 2002 (incorporated by
                  reference to Exhibit 4 of the Form S-8 filed on June 17,
                  2002).

                                       45
<PAGE>


4.7               2002 Stock Compensation Plan, dated December 16, 2002
                  (incorporated by reference to Exhibit 4 of the Form S-8 filed
                  on January 24, 2003).

10.1              Convertible Promissory Note between the Registrant and James
                  T. Marsh, dated March 22, 1999 (incorporated by reference to
                  Exhibit 10.1 of the Form 10-SB/A filed on October 3, 2001).

10.2              Convertible Promissory Note between the Registrant and Wyvern
                  Technologies, Inc., dated March 22, 1999 (incorporated by
                  reference to Exhibit 10.2 of the Form 10-SB/A filed on October
                  3, 2001).

10.3              Technology Transfer Agreement between NuCo, Inc. and Safe at
                  Home Products, Inc. (including Non-Competition Agreement),
                  dated April 1, 1999 (incorporated by reference to Exhibit 10.3
                  of the Form 10-SB/A filed on October 3, 2001).

10.4              Class A Note issued by Rich Bourg Financial, Ltd. in favor of
                  the Registrant, dated April 5, 1999 (incorporated by reference
                  to Exhibit 10.4 of the Form 10-SB/A filed on October 3, 2001).

10.5              Class A Note issued by Noved Holdings, Inc. in favor of the
                  Registrant, dated April 5, 1999 (incorporated by reference to
                  Exhibit 10.5 of the Form 10-SB/A filed on October 3, 2001).

10.6              Class B Note issued by Rich Bourg Financial, Ltd. in favor of
                  the Registrant, dated April 5, 1999 (incorporated by reference
                  to Exhibit 10.6 of the Form 10-SB/A filed on October 3, 2001).

10.7              Class B Note issued by Noved Holdings, Inc. in favor of the
                  Registrant, dated April 5, 1999 (incorporated by reference to
                  Exhibit 10.7 of the Form 10-SB/A filed on October 3, 2001).

10.8              Convertible Promissory Note between the Registrant and Jerry
                  G. Hilbert, dated July 14, 2000 (incorporated by reference to
                  Exhibit 10.8 of the Form 10-SB/A filed on October 3, 2001).

10.9              Promissory Note between the Registrant and Safe at Home
                  Products, Inc., dated October 6, 2001 (incorporated by
                  reference to Exhibit 10.9 of the Form 10-KSB filed on April 2,
                  2002).

10.10             Definitive Agreement and Management Plan between the
                  Registrant and certain individuals, dated August 27, 2002 (the
                  following Schedules have been omitted: (1.4) List of Directors
                  & Officers of Everlert, Inc. following Consummation; (2.2.1)
                  Allocation of Shares to Managers or Designees; (3) Everlert
                  Disclosure Schedule; (5) List of Everlert Affiliates; and
                  (7.1.10) List of Everlert Officers/Directors/Employees to
                  Enter Into Non-Competition Agreements)(the following Exhibits
                  have been omitted: (5.8) Form of Everlert Affiliates
                  Agreement; and (7.1.10) Form of Non-Competition Agreement)
                  (incorporated by reference to Exhibit 10.10 of the Form 10-QSB
                  filed on November 26, 2002).

                                       46
<PAGE>

10.11             Employment Agreement between the Registrant and James H.
                  Alexander, dated August 28, 2002 (see below).

10.12             Consulting Services Agreement between the Registrant and Jerry
                  G. Hilbert, dated August 28, 2002 (incorporated by reference
                  to Exhibit 10.11 of the Form 10-QSB filed on November 26,
                  2002).

10.13             Business Advisory and Consulting Services Agreement between
                  the Registrant and Select University Technologies, Inc., dated
                  September 20, 2002 (incorporated by reference to Exhibit 10.12
                  of the Form 10-QSB filed on November 26, 2002).

10.14             Promissory Note issued by the Registrant in favor of James
                  Alexander, dated April 10, 2003 (see below).

10.15             Promissory Note issued by the Registrant in favor of James
                  Alexander, dated April 9, 2004 (see below).

14                Code of Business Conduct and Ethics, adopted by the
                  Registrant's board of directors (see below).

16.1              Letter on change in certifying accountant, dated January 11,
                  2001 (incorporated by reference to Exhibit 16.1 of the Form
                  10-SB/A filed on October 3, 2001).

16.2              Letter on change in certifying accountant, dated January 31,
                  2001 (incorporated by reference to Exhibit 16 of the Form
                  8-K/A filed on February 7, 2001).

21                Subsidiaries of the Registrant (incorporated by reference to
                  Exhibit 21 of the Form 10-KSB/A filed on September 8, 2000).

23                Consent of Independent Certified Public Accountants (see
                  below).

31.1              Rule 13a-14(a)/15d-14(a) Certification of James H. Alexander
                  (see below).

31.2              Rule 13a-14(a)/15d-14(a) Certification of Dannie Shaver (see
                  below).

32                Section 1350 Certification of James H. Alexander and Dannie
                  Shaver (see below).

                                       47