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

                                  FORM 10-KSB/A
                                (Amendment No. 2)

(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, 1999

                                       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: 000-28177

                                   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.)

         1201 East Warner Avenue, Santa Ana, California              92705
           (Address of principal executive offices)                 (Zip Code)

                  Registrant's telephone number:  (714) 966-0710

       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    X       No           .

     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, 1999.  The aggregate market value of the voting stock
held by non-affiliates of the Registrant as of March 31, 2000: Common
Stock, par value $0.001 per share -- $10,454,023.  As of April 7,
2000, the Registrant had 19,207,485 shares of common stock issued and
outstanding.

                              TABLE OF CONTENTS

PART I.
                                                                        PAGE

     ITEM 1.  DESCRIPTION OF BUSINESS                                      3

     ITEM 2.  DESCRIPTION OF PROPERTY                                     10

     ITEM 3.  LEGAL PROCEEDINGS                                           10

     ITEM 4.  SUBMISSION TO MATTERS TO A VOTE
              OF SECURITY HOLDERS                                         10

PART II.

     ITEM 5.  MARKET FOR COMMON EQUITY
              AND RELATED STOCKHOLDER MATTERS                             11

     ITEM 6.  PLAN OF OPERATION                                           14

     ITEM 7.  FINANCIAL STATEMENTS                                        22

     ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
              ON ACCOUNTING AND FINANCIAL DISCLOSURE                      22

PART III.

     ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
              CONTROL PERSONS; COMPLIANCE WITH SECTION
              16(A) OF THE EXCHANGE ACT                                   23

     ITEM 10.  EXECUTIVE COMPENSATION                                     24

     ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
               OWNERS AND MANAGEMENT                                      25

     ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS             27

     ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K                           28

SIGNATURES                                                                29

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.  At December 31, 1999 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, 1999 is $879,584.

     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., a Nevada corporation and subsidiary of Safe at Home.  In
return, the Registrant received all of the issued and outstanding
common stock of NuCo, Inc. (see Exhibit 2 to this Form 10-KSB).  The
acquisition of this technology has been accounted for at the
historical cost in a manner similar to a pooling of interests and no
goodwill was recorded (there was no independent appraisal done in
connection with this transaction).  In connection with this agreement,
Safe at Home and NuCo entered into a Technology Transfer Agreement,
dated April 1, 1999 (see Exhibit 10.3 to this Form 10-KSB).  The
closing per share price of the Registrant's common stock on this date
was $3.19.  The Registrant determined that the approximate $0.03 per
share for these shares issued was adequate consideration for this
acquisition, taking into account the following factors: (a) the
restricted nature of this stock; (b) the lack of liquidity of the
Registrant's common stock; and (c) and its current status as trading
on the Pink Sheets LLC.

     The acquired technology is amortized over 3 years, and is
calculated as follows:

     Acquired technology                  $408,528
     Less:  accumulated amortization       306,303

     Acquired technology, net             $102,225

The Registrant had previously accounted for this acquisition at
$6,000,000, but after a review by the Registrant's independent
auditors, and in consultation with management, the Registrant decided
that the technology acquired from Safe at Home Products, Inc. should
be valued at its historical cost.  This has now been done, as
reflected above and in the financial statements of the Registrant.

     Originally, Safe at Home, a development company in the business
of developing a series of products for home safety, licensed the voice
record playback smoke detector technology to the Registrant.  Under
this agreement, the Registrant was to pay a down payment on royalties
approximately six months after the license agreement was signed, the
money was to come from the proceeds of a Rule 504 offering.  When this
offering failed to produce the cash, the Registrant could not meet the
down payment terms and was in a default position on the terms of the
licensing agreement.  Safe at Home determined that it would make
better business sense to find a way to let the Registrant proceed on
its course to develop and market the smoke alarm.  Acting upon the
advice of legal and tax consultants, it was decided that Safe at Home
should form a wholly owned company, NuCo, and transfer the smoke
detector rights and technology into this company in exchange for its
stock.  Next, an agreement was arrived at whereby Safe at Home would
exchange the NuCo stock for shares of the Registrant's common  stock
in a tax free transaction.  Upon completion of these transactions, the
Registrant holds the rights to the technology and the NuCo stock, and
Safe at Home holds Registrant common stock.  As disclosed under
Certain Relationships and Related Transactions, this transaction
between Safe At Home, NuCo, and the Registrant was between affiliated
parties.  This has been treated as an acquisition of technology rather
than a subsidiary due to the substance of the transaction.

Business of Registrant.

(a)  Smoke Detector Marketplace.

     The U.S. market for smoke detectors has grown significantly over
the last twenty years with growth fueled by a combination of increased
public awareness of the value of smoke detectors and by state and
local governments enacting legislation requiring the installation of
smoke detectors and in some cases an increased number of smoke
detectors per residence.  The market for residential smoke detectors
developed in the 1970s based on the effectiveness of smoke detectors
as an early warning in the event of fire.  During this period, state
and local governments enacted building codes requiring the
installation of residential smoke detectors.  In 1978, the National
Fire Protection Association ("NFPA") recommended that a smoke detector
be installed on every level of a residence.  In June of 1992, NFPA
released results of a ten year study (1981-1990) which indicated that
the death rate for individuals in a fire decreased by 42% in those
areas where a smoke detector was present.

     The trend to increasingly stringent smoke detector requirements
is continuing as more governmental entities adopt legislation and as
legislation increasingly covers existing as well as new homes and
mandates more smoke detectors per residence.  Moreover, regional
building associations which publish model codes for new and existing
homes such as the Uniform Building Code, the national Building Code
and the One and Two Family Dwelling Code, have enacted guidelines
generally recommending that smoke detectors be installed in or near
every sleeping room and/or on every level.

(b)  Product Overview.

     Smoke detectors have become fixtures in many homes. Building
codes in the United States require that all new housing construction
install at least one smoke detector per dwelling. Most homeowner's
insurance policies also require that a smoke detector be installed. As
a result, a large market has developed for these life saving devices.

     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 has
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 9VDC battery.  The
Registrant's portable smoke detectors are ideal for travelers,
especially those who travel outside the United States, where such
precautionary devices may not be required by the local authorities.

     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.  When a fire starts and smoke spreads
throughout the house, it is sometimes difficult to determine where the
fire originated and the most safe avenue of escape.

     Upon installation, the homeowner records a message designating
the room in which the detector is installed.  For example, the factory
records an alarm sound and the words "FIRE, FIRE, FIRE".  The
homeowner would finish that message by speaking into the detector the
message that says "FIRE IN THE DEN EXIT FRONT DOOR".  The entire
message is repeated until the hazardous condition no longer exists.
In a residence with multiple Registrant smoke detectors the audio
record and playback feature allows the homeowner to distinguish which
detector in his home has alarmed.    Not only does this model warn of
impending danger but the detector informs the occupant as to where the
fire was first detected but also provides an exit strategy.  This
model also has a pre-recorded message, by the factory, which says "LOW
BATTERY" when this condition exists.  The second photo-electric smoke
detector has the same features as the top of the line model, except it
does not have the record and playback function.

(c)  Product Development.

     Activities to date  have been limited primarily to organization,
initial capitalization, finding and securing an experienced management
team and board of directors, the development of a business plan and
commencing with initial operational plans.  The Registrant, however,
has yet to establish a base of operations and must be considered a
start-up company with no current established source of revenues until
operations commence.

There have been delays in bringing the products to market, for the
following reasons:

     lack of funding sources for the Registrant;

     finish final tooling and assembly of the products (which must
     await further funding of approximately $450,000; this can occur
     within 60 days from receiving this funding); and

     submission of the products for Underwriters Laboratories for
     testing (which must await further funding of approximately
     $30,000; this testing can be completed within 90 days from
     submission); a similar procedure in the European Union would
     require approximately $40,000 and take upwards of four months to
     complete.

These reasons have not changed since the original Form 10-SB filing in
November 1999.  As a result, past time frames described in Registrant
filings have not been met for those reasons.

     The overriding reason for the delays in implementing the above
outlined steps is the lack of funding available to the Registrant, the
first bullet above, which is turn causes other delays in bringing the
products to market, as set forth in the second and third bullets.
This lack of funding has been primarily due to the continued trading
of the Registrant's common stock on the Pink Sheets LLC since November
1999.  Once the Registrant's common stock is again trading on the Over
the Counter Bulletin Board, them the Registrant is hopeful that it
will be able to secure the necessary funding to proceed; however,
there is no guarantee that this will occur.

     The Registrant's products are not currently protected by any
patents since the Registrant has not had the available funds to file
such an application; it is the intent of the Registrant to do so in
the future (see Risk Factors - No Assurance of Protection of
Proprietary Rights).  In addition there are no license agreements that
the Registrant needs to obtain before it will be able to market its
products.  There are no design obstacles to be overcome before the
Registrant is ready to commercialize its products.

     Management of the Registrant believes that its products will
compete with existing smoke detectors in that its products are more
advanced than existing detectors for the following reasons:

     Unique design of the case and smoke chamber, which allows the use
     of blocking light approach to smoke detection rather than
     scattered light approach used in other detectors (blocking light
     always sees the source of light, whereas scattered light only
     sees reflected light when smoke is present).

     No use of the ionization method in the detector element, which
     requires the use of a radioactive substance (this has been
     replaced by the blocking light approach to detection).

     Use of sound and voice alarm, as opposed to sound only in other
     devices; this voice can be pre-recorded with various types of
     messages.

     Simultaneous heat detection, as opposed to smoke detection only
     in other detectors (the heat detection is accomplished by use of
     voltage variations through a diode; the proximity of the fire to
     the detector would dictate whether heat or smoke is first detected).

     As concerns price, the Registrant intends to sell its top of the
     line detector for $29.95, when similar detectors made by other
     manufacturers, sell for $19.00 to $24.00, with fewer features.

     The Registrant does not have any established relationships with
suppliers to  acquire materials for production of  its yet to be
manufactured products.  However, the Registrant, has sought suppliers
over its website, as well as through other industry sources (such as
manufacturing catalogs), and expects to establish relationships with
suppliers to provide smoke and heat detector products.  The Registrant
has received quotes from suppliers for the components for its
products; until further funding is received by the Registrant, it will
not be able to sign any agreements with these suppliers.

     The Registrant intends to outsource the manufacturing of printed
circuit boards and plastic housing for the detectors, with the final
assembly and testing to be done directly by the Registrant at its
current offices.  The Registrant has not specifically outsourced the
manufacturing of printed circuit boards at this time, but has
identified a number of companies which has accomplish this though
purchase orders.

     Although the Registrant does not have any manufacturing
experience, the principals of the Registrant have significant
manufacturing experience in the fields of commercial and aerospace.
The Registrant will not need to obtain any license agreements before
it is able to market its products.

     The Registrant has been, and is currently, attempting to reach
potential customers through its website and word of mouth advertising.
In the future, the Registrant also intends to reach prospective
customers via retail and wholesale stores, strategic relationships and
mail order catalogs (though no written agreements or purchase
commitments have yet been obtained).  The Registrant intends to sell
its products through retail outlets such as Walmart, Kmart, Target,
Sears, Home Depot, Builder's Square, Lowe's, and Ace Hardware,
Presently, the Registrant has yet to begin these efforts.  The
Registrant believes that recent developments in technology,
specifically the growth of the Internet as a means of communication,
will increase the ability of the Registrant to reach more individuals
and businesses.  The Registrant has already completed it website
development at www.everlert.com, although approximately $2,000
additional will need to be invested in technical aspects for
acceptance of orders on this site.  There are not expected to be any
security authorization concerns with this website.

     Planned advertising activities include retail trade magazines,
mail order catalogs and possibly television commercials and
infomercials. The use of these advertising media also have the
advantage of educating the consumer for the need to install multiple
smoke detectors, thus increasing home safety.  The Registrant has,
over the past two years, allowed potential customers of its products
to evaluate such products.

     As a summary of the above discussion, the following is an outline
of the various steps that the Registrant will need to take in order to
fulfill its business plan:

     Obtain funding (including for the final tooling, assembly, and
     submission for testing to the Underwriters Laboratories and a
     similar procedure in the European Union) in the approximate
     amount of $1,000,000 over the next twelve months (see discussion
     under "Need for Additional Financing May Affect Operations"); the
     amounts noted on page 4 are only concerned with specific projects
     outlined on that page, whereas this amount concerns
     implementation of the Registrant's business plan, which includes
     all the steps set forth on this page.

     Complete the final tooling, assembly, and submission for testing
     to the Underwriters Laboratories and a similar procedure in the
     European Union.

     Locate and finalize arrangements with suppliers and manufacturers
     for constructing of the units.

     Once approval is received from the testing agencies, then offer
     the units for sale to the public through various retail channels,
     and undertake an advertising and marketing plan.

     Manufacturing will initially be accomplished in a facility of
approximately 2,500 square feet.  Suitable facilities have been
identified and space will be secured when Registrant funding permits
(the company will commence appropriate negotiations for this facility
at that time; previous negotiations were terminated in early 2000
because of lack of funding). The facility will also accommodate
general administration, marketing, sales, and engineering.  Facility
requirements are expected to be about 7,500 square feet by the fifth
fiscal year.

(d)  International Market.

     The Registrant also plans to enter the European smoke detector
market.  Though Europe has a larger population, it has lagged behind
the United States in recognizing the need for smoke detectors.
However, changing governmental regulations and growing consumer
awareness is expected to increase the demand for smoke detectors in
Europe.  The Registrant believes that in general the markets for
residential smoke detectors outside the United States are in a much
earlier stage of development than the United States market, and the
level of development varies greatly from country to country.

     In 1987, the well-publicized King's Cross London Underground
Station fire stimulated consumer interest in residential fire safety
products in the United Kingdom.  In mid 1990, the United Kingdom
became the first European Community country to adopt a residential
smoke detector standard.  In June 1992, building regulations in
England and Wales enacted by the department of the Environment and the
Welsh office became effective requiring the placement of smoke
detectors on every level of new dwellings.  The Registrant believes
that the implementation of these regulations, along with educational
advertising by the government, fire departments, insurance carriers
and manufacturers in the wake of the King's Cross fire, were the
primary reasons for the increase in the number of U.K. households with
smoke detectors.

     The Registrant believes that adoption of building standards,
together with promotion of consumer awareness of fire safety and the
value of smoke detectors, will serve to increase residential smoke
detector usage throughout Europe.  Since local political and cultural
factors also affect the market acceptance of smoke detectors in these
international markets, it is difficult to determine the extent or
timing of their market acceptance.

(e)  General Discussion.

     Policing unauthorized use of the Registrant's proprietary and
other intellectual property  rights could entail significant expense
and could be difficult or impossible.  In addition, there can  be no
assurance that  third parties will  not bring claims of  copyright or
trademark infringement  against the Registrant or claim that certain
of  the Registrant's  processes or features violates a patent.  There
can be no assurance that third parties will not claim that the
Registrant has misappropriated their creative ideas  or formats or
otherwise infringed upon  their proprietary rights.  Any claims  of
infringement, with or without merit, could be  time consuming to
defend, result in costly litigation, divert  management attention, or
require the Registrant to enter into costly royalty or licensing
arrangements, to prevent further infringement which could have a
material adverse effect on the Registrant's business, financial
condition or operating results.

     The only agency testing required for Registrant products is
Underwriters Laboratories ("UL"), which is a private testing
organization.  The Registrant's products have not yet been submitted
to UL for testing pending final tooling of the products (the
Registrant must meet UL Standard 217).  Once listing by UL is approved
the Registrant is required to submit an application to the state fire
marshal which recognizes UL testing and listing.  Conversations with
the California Fire Marshal's office indicate that this is a two-week
process.  Most other states reciprocate California Fire Marshal approval.

     Foreign countries such as Canada and most European countries
require submittal to the cognizant testing agency prior to initiating
sales.  As the market develops, the Registrant will submit products to
meet testing criteria on a country by country basis. Many countries do
not have any testing standards thus; products can be marketed without
further testing. In many instances satisfaction of UL tests suffices
and is recognized.

     The Registrant's products are subject to the  provisions of the
Federal Consumer  Product Safety Act ("FCPS Act") and the rules and
regulations promulgated thereunder. The FCPS Act authorizes the
Consumer Product Safety Commission ("CPSC") to protect  the public
against unreasonable risks of injury associated with  consumer
products.  The CPSC can require the repurchase or recall by a
manufacturer such as the Registrant of  its products and can impose
fines or  other penalties in the event of violations of the  FCPS Act.
Similar laws exist in states and municipalities and  in foreign
countries in which the Registrant may market its products.

     The Registrant will also be subject to various federal, state and
foreign laws and regulations pertaining to the use of potentially
dangerous materials, to the discharge of materials  into the
environment or otherwise relating to the protection of the
environment, which may require the Registrant to allocate a portion of
its operating budget for use in ensuring its full compliance with such
regulations.  The Registrant believes that it will be able to comply
in all material respects with laws and regulations governing the fire
safety industry, and that such laws will not have a material effect on
its operations.  However, various federal and state agencies may
propose new legislation that may adversely affect the Registrant's
business, financial condition and results of operations.  The
Registrant is not aware of any other federal, state or local
environmental laws that would affect its operations.

     The Registrant has incurred minimal research and development
costs, although the Registrant believes that the long-term success of
its business may require substantial research and development.  The
Registrant will seek to further develop its products internally
through research and development or strategic partnerships, but if
the Registrant can purchase  or license products, services or
technologies from third-parties at reasonable costs, it  will do so in
order to avoid the time and  expense involved in developing such
products, services or technologies.  The Registrant is not currently
in negotiations with any strategic partners.

     As a start up company in the research and development phase the
Registrant presently has three full time employees and no part time
employees.  The Registrant's employees are currently not represented
by a collective bargaining agreement, and the Registrant believes that
its relations with its employees are good.  Management does anticipate
changes in the number of employees over the next twelve months to
approximately eleven total employees.

     As of December 31, 1999, no sales revenues have been generated by
the Registrant. The Registrant does not anticipate that its revenues
will be dependent, however, on any one or even a few major customers
once its revenues begin.

ITEM 2.  DESCRIPTION OF PROPERTY.

     The Registrant leases its office space from Wyvern Technologies.
The terms of this lease are for $1.00 per square foot per month
($2,500 per month) on a  month to month basis.  This facility consists
of 2,500 square feet, and management believes this  is currently
suitable as the main administrative office and should remain so for
the next twelve months.  The Registrant does not have any additional
facilities. Additionally, there are currently no proposed programs for
the renovation, improvement or development of the property currently
being utilized by the Registrant.

ITEM 3.  LEGAL PROCEEDINGS.

     The Registrant is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by or
against the company has been threatened.

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 25, 1998 to November 17, 1999, the Registrant's
common stock was traded on the Over the Counter Bulletin Board.  After
the latter date, the shares have been traded in the National Quotation
Bureau's Pink Sheets (symbol "EVRL") and 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 Ending on December 31, 1999

                                                 High      Low

Quarter Ended March 31, 1999                     3.25      1.00
Quarter Ended June 30, 1999                      3.50      0.12
Quarter Ended September 30, 1999                 2.25      1.25
Quarter Ended December 31, 1999                  3.00      2.00

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended December 31, 1998

                                                 High      Low

Quarter Ended September 30, 1998 ***             3.25      1.75
Quarter Ended December 31, 1998                  1.56      0.01

***  The shares of common stock of the Registrant commenced trading on
the Bulletin board on August 25, 1998.

     In order to qualify for relisting on the Bulletin Board, the
Registrant must comply with the new eligibility rules of the Bulletin
Board (that is, all listed companies must be reporting companies), and
accordingly the Registrant filed its Form 10-SB Registration Statement
with the Securities and Exchange Commission on November 18, 1999.

Holders of Common Equity.

     As of April 7, 2000, there were approximately 95 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 became a  "C" corporation.  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.

(a)  Specific Sales.

     The following securities of the Registrant were sold without
registration during the fiscal year ended December 31, 1999:

     (1)  On March 25, 1999, the Registrant issued 12,000 shares of
its common stock for services rendered in the amount of $12,900.
These services consisted of legal services in connection with the
preparation of a private placement memorandum for the Registrant.  The
closing per share price of the Registrant's common stock on this date
was $2.81.

     (2)  On April 5, 1999, the Registrant issued 12,000 share of
common stock for services rendered in the amount of $12,900.  These
services consisted of other work in connection with the preparation of
a private placement memorandum.  The closing per share price of the
Registrant's common stock on this date was $3.19.

     (3)  On August 28, 1998, the Company issued two 150,000 share
warrants with an exercise price of $1.50 per share ("A Warrants") and
two 150,000 share warrants with an exercise price of $1.75 per share
("B Warrants").  The closing per share price of the Company's common
stock on the closing prior trading day (August 26, 1998) was $2.50.
The 300,000 A Warrants were exercised on April 5, 1999 and the
underlying shares issued on April 6, 1999.  All 300,000 B Warrants
were exercised on April 5, 1999 and the underlying shares issued on
March 21, 2000.

     (4)  On April 15, 1999, the Registrant issued 11,000 shares of
preferred stock to one accredited investor for $33,000 in cash.

     (5)  On September 2, 1999, the Registrant issued 12,000,000
shares of its common stock per an asset purchase agreement with Safe
at Home Products, Inc, dated April 1, 1999.  The closing per share
price of the Registrant's common stock on the closest prior trading
day (September 1, 1999) was $2.00.

     (6)On September 2, 1999, the Registrant issued 125,000 shares
of its common stock to Jerry Hilbert, one of the directors of the
Registrant and an accredited investor, for $125 in cash.  The closing
per share price of the Registrant's common stock on the closest prior
trading day (September 1, 1999) was $2.00.

     (7)  On October 29, 1999, the Registrant issued 2,000,000 shares
of its common stock to Rich Bourg Financial, Ltd., an affiliate
shareholder of the Registrant, for services rendered in the amount of
$100,000.  These services consisted of developing retail markets for
the Registrant products.  The closing per share price of the
Registrant's common stock on the closest prior trading day (October
18, 1999) was $2.25.

     (8)  On December 20, 1999, the Company issued 759,485 of its
common stock for $106,007 in cash to an unrelated third party.  The
closing per share price of the Company's common stock on the closest
prior trading day (December 17, 1999) was $2.75.

(b)  General Information.

     The factors that the Registrant 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.  None of the shares issued for services to the Registrant,
except for those to Mr. Hilbert and Rich Bourg Financial, Ltd., were
issued to affiliates of the Registrant.

     No commissions or fees were paid in connection with these sales.
All of the above sales through April 5, 1999 were undertaken pursuant
to the limited offering exemption from registration under the
Securities Act of 1933 as provided in Rule 504 under Regulation D by
the fact that:

     the company, at the time of the offering was not subject to the
     reporting requirements of section 13 or 15(d) of the Securities
     Exchange Act of 1934, was not an investment company, and was not
     a development stage company that either has no specific business
     plan or purpose or has indicated that its business plan is to
     engage in a merger or acquisition with an unidentified company or
     companies, or other entity or person; and

     the amount of the offering was less than $1,000,000.

     All offerings made after April 5, 1999 were undertaken under Rule
506 of Regulation D by the fact that:

     the sales were made to sophisticated investors as defined in Rule 502;

     the information specified in paragraph (b)2(ii)(B) and paragraph
     (b)(2)(ii)(C) of this section was provided to each investor;

     the Registrant gave each purchaser the opportunity to ask
     questions and receive answers concerning the terms and conditions
     of the offering and to obtain any additional information which
     the Registrant possessed or could acquire without unreasonable
     effort or expense that is necessary to verify the accuracy of
     information furnished;

     at a reasonable time prior to the sale of securities, the
     Registrant advised the purchasers of the limitations on resale in
     the manner contained in paragraph Rule 502(d)2 of this section;

     neither the Registrant nor any person acting on its behalf sold
     the securities by any form of general solicitation or general
     advertising; and

     the company exercised reasonable care to assure that the
     purchasers of the securities are not underwriters within the
     meaning of section 2(11) of the Securities Act of 1933 in
     compliance with Rule 502(d).

ITEM 6.  PLAN OF OPERATION.

Twelve Month Plan of Operation.

     The operational period for the 23 months from February 3,  1998
through December 31, 1999 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  has devoted
substantially all of its present 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 (the Registrant was
delisted from this exchange as of November 18, 1999).  In order to
qualify for relisting on the Bulletin Board, the Registrant must
comply with the new eligibility rules of this exchange, which require
that all listed companies be reporting companies.  Accordingly the
Registrant filed its Form 10-SB Registration Statement with the
Securities and Exchange Commission on November 18, 1999; the SEC must
have no further comments on this registration statement for the
Registrant to be eligible for relisting.

     Realization of sales of the Registrant's products is vital to its
plan of operations.  The Registrant believes that its initial revenues
will be primarily dependent upon the its ability to cost-effectively
and efficiently develop and market smoke and heat detectors.  The
Registrant designates as its priorities for the next twelve months of
operations as developing and  marketing its products to establish its
operations by: (a) implementing and successfully executing its
business and marketing strategy, including developing and  marketing
its products to establish its business in the home safety industry
(this is presently on hold pending the receipt of further financing
for the Registrant; costs are estimated to be approximately $500,000);
(b) developing relationships with strategic partners (this must await
further funding for the Registrant); (c) responding to competitive
developments (the Registrant has already accomplished this by
designing its detector products to offer features not found in
competing models); and (d) attracting, retaining and motivating
qualified personnel (this must await further funding for the Registrant).

     Management of the Registrant believes that the need for
additional capital going forward will be derived somewhat from
earnings generated from the sale of its products.  In such case, it is
the intent of the Registrant to seek to raise additional capital via a
private placement offering.  The Registrant currently has a note
receivable for common stock issuance at December 31, 1999 in the
amount of $392,625.  As a result, management of the Registrant plans
to advance funds to the Registrant on an as-needed basis although
there is no definitive or legally binding arrangement to do so.  The
Registrant currently has no arrangements or commitments for accounts
and  accounts receivable financing.  There can be no assurance that
any such financing  can be obtained or, if obtained that it will be on
reasonable terms.  The Registrant believes that its initial  revenues
will be primarily  dependent upon the Registrant's  ability to cost
effectively and efficiently develop, manufacture and market smoke
detectors and related home safety products.

     The Registrant incurred significant operating expenses for the 23
months from February 3,  1998 through December 31, 1999 totaling
$849,705.  Expenditures were primarily due to costs incurred for
amortization expenses, consulting fees, engineering, and general and
administrative expenses.  The Registrant's consulting expenses were
incurred from its public listing process on the Over-the-Counter
Bulletin Board.

     Due to the significant operating expenses, as well as interest
expense in the amount of $29,879, the Registrant experienced a net
loss of $879,584 for this 23 month period.  The Registrant anticipated
incurring this loss during the initial commencement of operations
until such time that it will realize revenues from operations.  As of
December 31, 1999, the Registrant's working capital deficit was
$458,744, and it had an accumulated deficit of $879,584.

     The Registrant's ability 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 has previously disclosed in filings with the SEC
and on its website that is expected to generate revenues of a certain
amount over the first five years of operations.  However, based on the
lack of funding available to the Registrant, it has been unable to
proceed with its plan of business; therefore, the Registrant will not
achieve the projected stream of revenue, as originally anticipated.
As a result, all references to such revenues have been deleted from
SEC filings and the Registrant website.

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.

     The Registrant incurred a net loss of $429,316 for the period
from inception (February 3, 1998 through December 31, 1998, and
$450,268 for the fiscal year ended December 31, 1999.  The
Registrant's current liabilities exceed its current assets (working
capital deficit) by $458,744 as of December 31, 1999.  At December 31,
1999, the Registrant had an accumulated deficit of $879,584.  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 to two promissory notes between the
Registrant and its directors (see "Certain Relationships and Related
Transactions"), the Registrant has also borrowed $169,600 from an
unrelated party.  This promissory is 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.

     Current funds available to the Registrant will not be adequate
for it to be competitive in the areas in which it intends to operate.
The Registrant's continued operations, as well as the implementation
of its business plan, 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 approximately
$1,000,000 over the twelve months from December 31, 1999 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.  Regardless of whether the Registrant's cash assets
prove to be inadequate to meet the Registrant's operational needs, the
Registrant might seek to compensate providers of services by issuance
of stock in lieu of cash.

     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, any of which could have a
negative impact on the business, operating results and financial
condition.  In addition, if additional shares were issued to obtain
financing, current shareholders may suffer a dilutive effect on their
percentage of stock ownership in the Registrant.

(c)  No Assurance of Protection of Proprietary Rights May Affect
Ability to Manufacture Products.

     The Registrant's success and ability to compete will be dependent
in part on the protection of its potential patents, trademarks, trade
names, service marks and other proprietary  rights.  The Registrant
intends to rely on trade secret and copyright laws to protect the
intellectual property that it plans to develop, but there can be no
assurance that such laws will provide sufficient  protection to the
Registrant, that others will not develop a service that are  similar
or superior to the Registrant's, or that third parties will not copy
or otherwise obtain and use the Registrant's proprietary information
without authorization.  In addition, certain of the Registrant's know-
how and proprietary technology may not be patentable.

     The Registrant may rely on certain intellectual property licensed
from third parties, and may be required to license additional products
or services in the future, for use in the general operations of its
business plan.  The Registrant currently has no licenses for the use
of any specific products.  There can be no assurance that these third
party licenses will be available or  will continue to be available to
the Registrant on acceptable terms or at all.  The inability to enter
into and  maintain any of these licenses could have a material
adverse effect on the Registrant's business, financial condition or
operating results.

(d)  No Assurance of Meeting Underwriters Laboratories Standard May
Affect Ability to Sell Products.

     The agency testing required for Registrant products is
Underwriters Laboratories ("UL"), which is a private testing
organization.  The Registrant's products have not yet been submitted
to UL for testing pending final tooling of the products.  Although
Registrant management believes that the Registrant's products meet
applicable UL Standard 217, there is a risk that they may not.  This
testing is of importance since many state fire marshals recognize UL
testing and listing.  The Registrant's products would not be available
to sale in any state which requires such certification; although they
would be in a number of foreign countries which do not require such
certification.

(e)  No Assurance of Successful Manufacturing May Affect Ability of
Registrant to Survive.

     The Registrant has no experience manufacturing commercial
quantities of products, but management has had experience in this
area.  The Registrant presently has no plans for developing an in-
house manufacturing capability.  Accordingly, the Registrant will be
dependent upon securing a contract manufacturer or other third party
to manufacture the circuit boards and plastic housing of the detectors
(the final assembly and testing will be done in-house).  There can be
no assurance that the terms of any such arrangement would be favorable
enough to permit the products to compete effectively in the marketplace.

(f)  Dependence on Outsourced Manufacturing May Affect Ability to
Bring Products to Market.

     The risks of association with outsourced manufacturers are
related to aspects of these firms' operations, finances and suppliers.
The Registrant may suffer losses if the outside manufacturer fails to
perform its obligations to manufacture and ship the product
manufactured.  These manufacturers' financial affairs may also affect
the Registrant's ability to obtain product from these firms in a
timely fashion should they fail to continue to obtain sufficient
financing during a period of incremental growth.  The Registrant
intends to maintains a strong relationship with these manufacturers to
ensure that any issues they may face are dealt with in a timely manner.

(g)  No Assurance of Market Acceptance May Affect Ability to Sell Products.

     There can be no assurance that any products successfully
developed by the Registrant or its corporate collaborators, if
approved for marketing, will ever achieve market acceptance.  The
Registrant's products, if successfully developed, may compete with a
number of traditional products manufactured and marketed by major e-
commerce and technology companies, as well as new products currently
under development by such companies and others.  The degree of market
acceptance of any products developed by the Registrant or its
corporate collaborators will depend on a number of factors, including
the establishment and demonstration of the efficacy of the product
candidates, their potential advantage over alternative methods and
reimbursement policies of government and third party payors.  There
can be no assurance that the marketplace in general will accept and
utilize any products that may be developed by the Registrant or its
corporate collaborators.

(h)  Substantial Competition May Affect Ability to Sell Products.

     The Registrant may experience substantial competition in its
efforts to locate and attract customers for its products.  Many
competitors in the smoke detector industry have greater experience,
resources, and managerial capabilities than the Registrant and may be
in a better position than the Registrant to obtain access to attract
customers.  There are a number of larger companies which will directly
compete with the Registrant.  Such competition could have a material
adverse effect on the Registrant's profitability or viability.

(i)  Other External Factors May Affect Viability of Registrant.

     The smoke detector industry in general is a speculative venture
involving some substantial risk. There is no certainty that the
expenditures to be made by the Registrant will result in commercially
profitable business.  The marketability of its products will be
affected by numerous factors beyond the control of the Registrant.
These factors include market fluctuations, and the general state of the
economy (including the rate of inflation, and local economic
conditions), which can affect peoples' spending.  Factors which leave
less money in the hands of potential customers of the Registrant will
likely have an adverse effect on the Registrant.  The exact effect of
these factors cannot be accurately predicted, but  the combination of
these factors may result in the Registrant not receiving an adequate
return on invested capital.

(j)  Control by Officers and Directors Over Affairs of Registrant May
Override Wishes of Other Stockholders.

     The Registrant's officers and directors 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.

(k)  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.

(l)  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.

     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.

(m)  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.

(n)  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.

(o)  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 Pink Sheets LLC; the
Registrant intends to apply for relisting on the Over the Counter
Bulletin Board after the Securities and Exchange Commission has no
further comments on the Form 10-SB registration statement.  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.

(p)  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.

(q)  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.

(r)  Sale of Shares Eligible For Future Sale Could Adversely Affect
the Market Price.

     All of the approximate 14,000,000 shares of common stock which
are currently held, directly or indirectly, by management have been
issued in reliance on the private placement exemption under the
Securities Act of 1933.  Such shares will not be available 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, or the average weekly
reported trading volume during the four calendar weeks preceding such
sale, 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.

(s)  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.

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, including statements regarding, among other items, the
Registrant's business strategies, continued growth in the Registrant's
markets, projections, and anticipated trends in the Registrant's
business and the industry in which it operates.  The words "believe,"
"expect," "anticipate," "intends," "forecast," "project," and similar
expressions identify forward-looking statements.  These forward-
looking statements are based largely on the Registrant's expectations
and are subject to a number of risks and uncertainties, certain of
which are beyond the Registrant's control.  The Registrant cautions
that these statements are further qualified by important factors that
could cause actual results to differ materially from those in the
forward looking statements, including, among others, the following:
reduced or lack of increase in demand for the Registrant's products,
competitive pricing pressures, changes in the market price of
ingredients used in the Registrant's products and the level of
expenses incurred in the Registrant's operations.  In light of these
risks and uncertainties, there can be no assurance that the forward-
looking information contained herein will in fact transpire or prove
to be accurate.  The Registrant disclaims any intent or obligation to
update "forward looking statements."

ITEM 7.  FINANCIAL STATEMENTS.

     Financial statements as of and for the year ended December 31,
1999, for the period from inception (February 3, 1998) through
December 31, 1998, and for the period of inception through December
31, 1999 are presented in a separate section of this report following
Part III, Item 13.

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

     (a)  Effective in March 1999, the independent accountant who was
previously engaged as the principal accountant to audit the
Registrant's financial statements, Barry L. Friedman, Certified Public
Accountant, resigned.  Mr. Friedman prepared and audited financial
statement for the period of February 3, 1998 (date of inception of the
Registrant) through March 16, 1998 in connection with a private
offering of shares of common stock.  Mr. Friedman's  report on this
financial statement was modified as to uncertainty that the Registrant
will continue as a going concern; other than this, this accountant's
report on the financial statements for the past two years neither
contained an adverse opinion or a disclaimer of opinion, nor was
qualified or modified as to uncertainty, audit scope, or accounting principles.

     During the Registrant's two most recent fiscal years and any
subsequent interim period preceding such resignation, there have been
no disagreements with this former accountant on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure.  In addition, there were no "reportable
events" as described in Item 304(a)(1)(iv)(B)1 through 3 of Regulation
S-B that occurred within the Registrant's two most recent fiscal years
and the subsequent interim period preceding such changes."

     The Registrant has requested Mr. Friedman to respond to the
Securities and Exchange Commission regarding his agreement with the
statements made by the Registrant in response to Item 304(a)(1) of
Regulation S-B.  The Registrant has received a letter from Mr.
Friedman agreeing to such statements (see Exhibit 16 to this Form 10-KSB).

     (b)  Effective in March 1999, James Slayton, C.P.A. was engaged
to serve as the new independent accountant for the Registrant.  During
the Registrant's initial fiscal year and the subsequent interim period
prior to engaging that accountant, neither the Registrant (nor someone
on its behalf) consulted the newly engaged accountant regarding any
matter.  Mr. Slayton audited the Registrant's financial statements for
the fiscal years 1998 and 1999.  Mr. Slayton's  report on these
financial statements was modified as to uncertainty that the
Registrant will continue as a going concern.

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.

(a)  James J. Weber, President/Treasurer/Director.

     Mr. Weber, age 61, received his Bachelor of Science Degree in
Industrial Engineering from Gannon University in 1962.  He received a
Master of Science Degree in Industrial Engineering from New Mexico
State University in 1969.  During the Viet Nam war, he served as a
regular Army officer, rising to the rank of Major; he was decorated
with the Silver Star, Distinguished Flying Cross, Bronze Star, three
air medals and other decorations.

     In 1984, he founded Wyvern Technologies, Inc., a prime
manufacturer of defense electronic systems.  Continuing to date as
President of this firm, Mr. Weber has negotiated exclusive license
agreements with Northrop Grumman, where Wyvern is the sole
manufacturer of all OEM electronics on the F-5 fighter and the B-2
bomber.  Additionally, this company has manufactured electronics used
on most of the current United States military aircraft, including the
new F-22 fighter.

(b)  Jerry G. Hilbert, Vice President/Director.

     Mr. Hilbert, age 57, earned his Electrical Engineering degree
from West Coast University in 1970.  Upon graduation, he worked  for
several electronics companies; he has gained nearly 28 years
experience developing electronics related products.  His career began
in 1964 through 1970 as a Senior Project Manager at Ford Aeronautics.
From 1970 to 1980, he was the Systems Design Manager for MAI/Basic
Four, a computer firm.  From 1980 through 1984, Mr.  Hilbert has held
various positions at Philips Ultrasound.  During the latter part of
the 1980's and continuing through 1988, he was a senior project
engineer for Palamar Systems and Machines.  As this firm, Mr. Hilbert,
was instrumental in the coordination of turn-key automated factories
in the Peoples Republic of China.  Since he left this firm, he has
been an independent consultant to many electronics companies, where he
has helped to develop new products.

(c)  Anthony G. Lagomarsino, Secretary/Director.

     Mr. Lagomarsino, age 44, was awarded his Bachelor of Arts degree
from California State University, Fullerton, and his Juris Doctor from
Loyola Law School  of Los Angeles.  As an attorney and  member of the
State Bar of  California for 17  years, Mr, Lagomarsino has  been in
private practice primarily in the field of business and  commercial
law matters.  His practice includes business formations, acquisitions,
financial reorganization and insolvency.  Mr. Lagomarsino resigned
from the Board of Directors, effective on June 15, 2000.

     The Registrant does not have standing audit, nominating or
compensation committees of the Board of Directors, or committees
performing similar functions.  During the last fiscal year, the Board
of Directors met on ten occasions.

Compliance with Section 16(a) of the Exchange Act.

     Section 16(a) of the Securities Exchange Act of 1934 requires
executive officers and directors, and persons who beneficially own
more than 10% of any class of the Registrant's equity securities to
file initial reports of ownership and reports of changes in ownership
with the Securities and Exchange Commission ("SEC").  Executive
officers, directors and beneficial owners of more than 10% of any
class of the Registrant's equity securities are required by SEC
regulations to furnish the Registrant with copies of all Section 16(a)
forms they file.

     Based solely on a review of the with respect to fiscal 1999 and
subsequently, the Registrant is aware that the directors and executive
officers, and 10% shareholders inadvertently failed to file Form 3's
at the time the Registrant became a reporting company on January 17,
2000.  These Form 3's are now in the process of being prepared and
will be filed shortly.  The Registrant is unaware of any other filings
that have not been timely made.

ITEM 10.  EXECUTIVE COMPENSATION.

     (a)  The current officers and directors have not received any
compensation to date.  They will not be remunerated until the
Registrant turns profitable.

     (b)  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 is no existing plan provided for or contributed to by the Registrant.

     (c)  No remuneration is proposed to be paid in the future
directly or indirectly by the Registrant to any officer or director
since there is no existing plan which provides for such payment,
including a stock option plan.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table sets forth information regarding the
beneficial ownership of shares of common stock of the Registrant
("Shares") as of April 1, 2000 (issued and outstanding common stock of
19,207,485) 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):

Title of        Name and Address               Amount of       Percent of
Class           of Beneficial Owner            Beneficial         Class
                                               Ownership(1)

Common Stock    Safe at Home Products, Inc.    12,000,000 (2)     62.48%
                1201 East Warner Avenue
                Santa Ana, California 92705

Common Stock    James J. Weber, 1201            7,287,269 (3)     37.94%
                1201 East Warner Avenue
                Santa Ana, California 92705

Common Stock    Todd T. Marsh                   7,113,600 (4)     37.04%
                1201 East Warner Avenue
                Santa Ana, California 92705

Common Stock    Terry G. Marsh                  2,010,000 (5)     10.46%
                6281 Tweedholm Court
                San Jose, California 95120

Common Stock    Jerry G. Hilbert                  829,620 (6)      4.32%
                1201 East Warner Avenue
                Santa Ana, California 92705

Common Stock    Anthony Lagomarsino                25,000          0.13%
                1201 East Warner Avenue
                Santa Ana, California 92705

Common  Stock   Shares of all directors and    13,966,929 (7)     72.72%
                executive officers as a group
               (3 persons)

(1)  Other than as set forth below, 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 Mr. Hilbert (who jointly share investment control of
51.458% of this company); 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, 5,613,600 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 (who is the nephew of Terry
Marsh).  Of the total amount, 5,613,600 is represented by Sigam's
46.78% interest in Safe at Home Products, Inc.

(5)  These shares are held in the name of Rich Bourg Financial,
Ltd., which is controlled by Terry G. Marsh (who is the uncle of
Todd Marsh).

(6)  Of the total amount, 561,360 is represented by Mr. Hilbert's
4.678% interest in Safe at Home Products, Inc.  Of the total
amount, 68,260 are represented by shares from a convertible
promissory note between the Registrant and Mr. Hilbert (see
"Certain Relationships and Related Transactions").

(7)  Includes all the shares owned by Safe at Home Products, Inc.
since the shares owned by this firm are jointly controlled by
Messrs. Weber and Hilbert.

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.

     (a)  On March 3, 1998, the Registrant sold 3,100,000 shares of
its common stock to the founding stockholders for $0.001 per share (a
total consideration of $3,100), as follows: James J. Weber, 1,500,000
shares; Sigam Investments, Inc., 1,500,000 shares; Jerry  G. Hilbert,
75,000 shares; and Anthony Lagomarsino, 25,000 shares.

     (b)  The initial acquisition of the Registrant's technology was
consummated on March 17, 1998, when the Registrant entered into a
Technology Purchase Agreement with Safe at Home Products, Inc.
("SAHP"); the principals of this firm are the same as the Registrant.
In connection with the acquisition, SAHP's principal stockholders were
to receive royalties equal to the sum of 10% of the gross revenues
generated from the use of the technologies.  These royalties were to
be paid for a period of sixty (60) months, with the first payment due
on or before April 10, 1998 in exchange for all patent, product and
legal rights to SAHP's technologies.  In addition, the Registrant
agreed to pay SAHP the sum of $100,000 as an advance against future
royalties on or before September 15, 1998.  The founding shareholders
of the Registrant are also the founding majority shareholders of SAHP.
On April 1, 1999, the Registrant renegotiated and signed an amended
Share Exchange Agreement whereby it paid 12,000,000 shares, valued at
$408,528 (approximately $0.03 per share) which is SAHP's historical
cost basis of the technology determined under accounting principles
generally accepted in the United States, of restricted common stock of
the Registrant to SAHP to acquire 12,000,000 of the outstanding
shares, valued at $0.03 per share, of NuCo, Inc., a Nevada corporation
that SAHP transferred the technology to after the Registrant failed to
meet the payment  terms of the original Technology Purchase Agreement
dated March 17, 1998.

     (c)  On August 28, 1998, the Registrant issued 150,000 shares of
its common stock to Rich Bourg Financial Ltd. for services rendered in
the amount of $15,125.  This issuance also included a 150,000 stock
warrant with an exercise price of $1.50 per share (A Warrants) and
150,000 stock warrant with an exercise price of $1.75 per share (B
Warrants).  The closing per share price of the Registrant's common
stock on the closing prior trading day (August 26, 1998) was $2.50.

     (d)  On March 22, 1999, the Registrant borrowed $173,770 from
Wyvern Technologies, Inc., which is controlled by Mr. Weber.  The note
is 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.  The closing market price
of the Registrant's common stock on this date was $2.94.

     (e)  On September 2, 1999, the Registrant issued 125,000 shares
of its common stock to Jerry Hilbert, one of the directors of the
Registrant and an accredited investor, for $125 in cash.  The closing
per share price of the Registrant's common stock on the closest prior
trading day (September 1, 1999) was $2.00.

     (f)  On October 29, 1999, the Registrant issued 2,000,000 shares
of its common stock to Rich Bourg Financial, Ltd., an affiliate
shareholder of the Registrant, for services rendered in the amount of
$100,000.  These services consisted of developing retail markets for
the Registrant products.  The closing per share price of the
Registrant's common stock on the closest prior trading day (October
18, 1999) was $2.25.

     (g)  The Registrant leases its office space from Wyvern
Technologies, Inc.  Mr. Weber is the principal and director of Wyvern
Technologies, Inc..  The terms  of this lease are for $1.00 per square
foot per month ($2,500.00 per month) on a  month to month basis.
Management of the Registrant does not believe the rate is equivalent
to an arms length transaction (below what would be charged the
Registrant by a third party).

ITEM 13.  EXHIBITS, REPORTS ON FORM 8-K, AND INDEX TO FINANCIAL STATEMENTS.

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.

Index to Financial Statements                                           Page

     Report of Independent Certified Public Accountants                   31

     Balance Sheet (Restated) as of December 31, 1999                     32

     Statements of Operations (Restated) for the year
     ended December 31, 1999, for the period from
     February 3, 1998 (date of inception) through
     December 31, 1998, and for the period from
     February 3, 1998 (date of inception) through
     December 31, 1999                                                    33

     Statement of Stockholders' Deficit (Restated) for
     the year ended December 31, 1999, and for the
     period from February 3, 1998 (date of inception)
     through December 31, 1998                                            34

     Statements of Cash Flows (Restated) for the year
     Ended December 31, 1999, for the period from
     February 3, 1998 (date of inception) through
     December 31, 1998, and for the period from
     February 3, 1998 (date of inception) through
     December 31, 1999                                                    36

     Notes to Financial Statements (Restated)                             37

                                   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: November 1, 2001                               By: /s/ James J. Weber
                                                      James J. Weber, 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 date indicated:

Signature                    Title                                Date

/s/ James J. Weber         President/Treasurer/Director        November 1, 2001
James J. Weber

/s/ Jerry G. Hilbert       Vice President/Director             November 1, 2001
Jerry G. Hilbert

                            L.L. BRADFORD & COMPANY, LLC
                    Certified Public Accountants & Consultants
             2901 El Camino Avenue, Suite 105, Las Vegas, Nevada 89102
                    (702) 735-5030  Facsimile (702) 735-4854


                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. as of
December 31, 1999 (restated), and the related statements of
operations, stockholders' equity, and cash flows for the year ended
December 31, 1999 (restated) and the period from February 3, 1998
(Date of Inception) through December 31, 1999 (restated).  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 audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We
believe that our audit provides 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. as of December 31, 1999 (restated), and the results of its
activities and cash flows for the year ended December 31, 1999
(restated) and the period from February 3, 1998 (Date of Inception)
through December 31, 1999 (restated) in conformity with generally
accepted accounting principles.

The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note 11
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 11.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

As more fully described in Note 10, subsequent to the issuance of the
Company's December 31, 1999 financial statements and audited report
thereon dated March 20, 2000, the Company became aware that those
financial statements did not reflect account balances properly.  In
the original report, the auditor expressed an unqualified opinion on
the December 31, 1999 financial statements, and our opinion on the
revised statements, as expressed herein, remains unqualified.

/s/ L.L. Bradford & Company, LLC
L.L. Bradford & Company, LLC
August 14, 2000 (except for Note 2, as to which the date is March 26, 2001)
Las Vegas, Nevada

                                EVERLERT, INC.
                        (A Development Stage Company)
                                 BALANCE SHEET
                               DECEMBER 31, 1999
                                   (Restated)

                                      ASSETS

Current assets
  Cash                                                         $    13,837
    Total current assets                                            13,837

Other assets
  Acquired technology, net                                         306,396
  Deposits                                                          53,500
    Total other assets                                             359,896

    Total assets                                               $   373,733

                    LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
  Accounts payable                                             $    20,793
  Accrued liabilities                                               25,746
  Stock subscriptions payable                                       77,773
  Notes payable - related party                                    178,669
  Note payable                                                     169,600
    Total current liabilities                                      472,581

    Total liabilities                                              472,581

Commitments and contingencies                                            -

Stockholders' deficit
  8% cumulative preferred stock; $.001 par value;
   5,000,000 shares authorized, 11,000 shares
   issued and outstanding                                               11

  Common stock; $.001 par value; 50,000,000
   shares authorized, 18,892,485 shares
   issued and outstanding                                           18,892
  Additional paid-in capital                                     1,154,458
  Stock subscriptions receivable                                  (392,625)
  Accumulated deficit                                             (879,584)
    Total stockholders' deficit                                    (98,848)

    Total liabilities and stockholders' deficit                    373,733

                 See Accompanying Notes to Financial Statements

                                 EVERLERT, INC.
                        (A Development Stage Company)
                           STATEMENTS OF OPERATIONS
                                  (Restated)

                                                  Period from      Period from
                                                  February 3       February 3
                                                  1998             1998
                                                 (Date of          (Date of
                                                  inception)       inception)
                              Year Ended          through          through
                              December 31         December 31      December 31
                              1999                1998             1999

Revenue                       $         -         $         -      $         -

Operating expenses
  Amortization                    102,132                   -          102,132
  Research and development        100,733              67,650          168,383
  General and administrative      219,391             359,799          579,190

    Total operating expenses      422,256             427,449          849,705

Loss from operations             (422,256)           (427,449)        (849,705)

Other expense
  Interest expense                 28,012               1,867           29,879

Loss before provision for
income taxes                     (450,268)           (429,316)        (879,584)

Provision for income taxes              -                   -                -

Net loss                         (450,268)           (429,316)        (879,584)

Basic and diluted loss per
common share                        (0.06)              (0.14)           (0.15)

Basic and diluted weighted
average common shares
outstanding                     7,816,424           2,993,359        5,696,891

                See Accompanying Notes to Financial Statements

                                EVERLERT, INC.
                       (A Development Stage Company)
                      STATEMENT OF STOCKHOLDERS' DEFICIT
                                   (Restated)
<TABLE>
<CAPTION>


                                                        Additional     Stock                      Total
               Outstanding Shares   Preferred   Common   Paid-in   Subscription   Accumulated Stockholders'
             Preferred      Common    Stock      Stock   Capital    Receivable      Deficit       Deficit
<S>          <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
for payment
of debt $0.05        -      40,000          -        40      1,960           -             -         2,000

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

Balance
December 31
1998                 -   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

Common stock
issued for
acquired
technology
$0.50                -  12,000,000          -    12,000    396,528           -             -       408,528

Common stock
issued for
notes
receivable
from common
stock
issuance $1.50       -     300,000          -       300    449,700    (450,000)             -            -

$57,375 debt
(including
interest
and
financing
cost of
$23,375)
satisfied
through
transfer 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            11,000  18,892,485         11    18,892  1,154,458    (392,625)     (879,584)      (98,848)
</TABLE>


                       See Accompanying Notes to Financial Statements

                                     EVERLERT, INC.
                              (A Development Stage Company)
                                 STATEMENTS OF CASH FLOWS
                                        (Restated)

                                                  Period from      Period from
                                                  February 3       February 3
                                                  1998             1998
                                                 (Date of          (Date of
                                                  inception)       inception)
                              Year Ended          through          through
                              December 31         December 31      December 31
                              1999                1998             1999

Cash flows from operating
activities:
  Net loss                   $   (450,268)        $   (429,316)    $  (879,584)
  Adjustments to reconcile
  net loss to net cash used
  by operating activities:
  Amortization                    102,132                    -         102,132
  Interest and financing costs
  Satisfied in exchange of
  common stock                     23,375                    -          23,375
  Common stock issued for
  Expenses                        125,800               42,100         167,900
Changes in operating assets
and liabilities:
  Increase in deposits            (53,500)                   -         (53,500)
  Increase (decrease) in
  accounts payable               (318,489)             339,282          20,793
  Increase in accrued
  Liabilities                      23,879                1,867          25,746
  Net cash used by operating
  Activities                     (547,071)             (46,067)       (593,138)

Cash flows from financing
activities:
  Proceeds from issuance of
  notes payable-related party     173,669                5,000         178,669
  Proceeds from issuance of
  note payable                    169,600               36,000         205,600
  Proceeds from issuance of
  preferred stock                  33,001                    -          33,001
  Proceeds from issuance of
  common stock                    106,132                5,800         111,932
  Proceeds from issuance of
  stock subscriptions payable      77,773                    -          77,773
   Net cash provided by
   financing activities           560,175               46,800         606,975

Net increase in cash               13,104                  733          13,837

Cash, beginning of period             733                    -               -

Cash, end of period                13,837                  733          13,837

Supplemental disclosure of
cash flow:
Cash paid for interest                  -                    -               -
  Schedule of non-cash
  investing and financing
  activities:

12,000,000 common shares
issued in exchange for
acquired technology               408,528                    -        408,528

300,000 common shares issued in
exchange for stock subscriptions
receivable                        450,000                    -        450,000

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

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

                 See Accompanying Notes to Financial Statements

                                EVERLERT, INC.
                        (A Development Stage Company)
                        NOTES TO FINANCIAL STATEMENTS
                                 (Restated)

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 plans to develop,
manufacture, and market voice record and playback smoke detectors and
related products including heat sensor Christmas tree ornaments.  The
Company was incorporated in the State of Nevada on February 3, 1998.

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.

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.  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).  Currently, the Company
has no fixed assets.

Acquired technology - The acquired technology is amortized principally
on the straight-line method over a period of 5 years. The Company
periodically evaluates whether events and circumstances have occurred
that may warrant revision of the estimated useful life of the acquired
technology or whether the remaining balance of the acquired technology
should be evaluated for possible impairment.  The Company uses an
estimate of the related undiscounted cash flows over the remaining
life of the intangible asset 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 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 operations in the period that includes the enactment date.

As of December 31, 1999, the Company has available net operating loss
carryovers of approximately $1.6 million that will expire in various
periods through 2014.  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 income (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 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 year ended December 31, 1999 and period
ended December 31, 1998.

Research and development costs - Research and development costs are
charged to expense as incurred.

Stock-based compensation - The Company accounts for stock-based
employee compensation arrangements in accordance with provisions of
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for
Stock Issued to Employees," and complies with the disclosure
provisions of Statements of Financial Accounting Standards (SFAS) No.
123, "Accounting for Stock-Based Compensation."  Under APB No. 25,
compensation expense is based on the difference, if any, on the date
of the grant, between the fair value of the Company's stock and the
exercise price.  The Company accounts for stock issued to non-
employees in accordance with the provisions of SFAS No. 123 and the
Emerging Issues Task Force ("EITF") Issue No. 96-18.

2.  ACQUIRED TECHNOLOGY

In April 1999, the Company entered into an agreement to purchase
technology from Safe at Home Products, Inc. (related party through
common ownership) in exchange for 12,000,000 shares of the Company's
common stock.  The acquired technology has been recorded at the
historical cost of Safe at Home Products, Inc. totaling $408,528.  The
acquired technology is amortized over 3 years, and is calculated as follows:

     Acquired technology                  $408,528
     Less:  accumulated amortization       102,132

     Acquired technology, net             $306,396

3.  DEPOSITS

As of December 31, 1999, the Company has deposits of $53,500 related
to the purchase of manufacturing equipment.  The equipment will be
delivered prior to the commencement of operations.

4.  NOTE PAYABLE

As of December 31, 1999 the Company borrowed $169,600.  The note is
unsecured, bearing an interest rate of 10%, and is due on demand.
Additionally, the holder has the option to convert any unpaid
balances, including accrued interest, into shares of the Company's
common stock at a price of $1.00 per share.

5.  NOTES RECEIVABLE FOR COMMON STOCK ISSUANCE

The Company entered into several Promissory Note Agreements
("Agreements") during 1999 to exercise warrants acquiring 300,000
shares of the Company's common stock at $1.50 per share and 300,000
shares of the Company's common stock at $1.75 per share.  These
Agreements entitle the Company to receive funds of $975,000 for the
issuance of 600,000 shares of the Company's common stock.  In
September 1999, the notes receivable for common stock issuance was
reduced by $57,375 to satisfy the Company's debt.  Accordingly, 38,250
shares of the Company's common stock were transferred from a stock
subscription holder to the debt holders for full satisfaction of such debts.

During 1999, the Company issued 300,000 shares of common stock as a
result of warrants exercised at an exercise price of $1.50 per share.
In consideration, the Company received a non-recourse promissory note
for the value of the warrants exercised totaling $450,000, recorded as
notes receivable for common stock issuance.  In September 1999, 38,250
shares of the Company's common stock were transferred from the
Promissory note holder to a party indebted by the Company.  As a
result, the Company satisfied an obligation totaling $57,375 and
reduced its notes receivable for common stock issuance accordingly.

As of December 31, 1999, note receivable for common stock issuance
totaled $392,625.

6.  STOCKHOLDERS' EQUITY

Other payables - During 1999, the Company received $77,773 for the
issuance of 359,992 common shares.  This balance was recorded as the
liability "Other payables" until the shares were issued in 2000.

Preferred stock - As of December 31, 1999, 11,000 shares of preferred
stock have a conversion feature which 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 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, 1999, the
Company has dividends in arrears totaling $3,451.

7.  STOCK BASED COMPENSATION

For the year ended December 31, 1999 and the period from February 3,
1998 (Inception) through December 31, 1999, the Company incurred
expenses resulting from issuance of common stock totaling $45,800 and
$133,900, respectively.  The value of these expenses was primarily
determined for the value of services received.  The following table
summarizes the Company's stock based compensation activities based on
the accounts shown on the statements of operations:

                                                               Period from
                                                               February 3,
                                                                  1998
                                                               (Inception)
                                                                 through
                                            December 31        December 31
                                                1999               1999

Consulting                                  $100,000           $130,000
Research and development                           -                300
Professional fees                             25,800             37,600

Total stock based compensation              $125,800           $167,900

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 (see Note 8)
of its common stock for services rendered in the amount of $100,000
($0.05 per share).  These services consisted of consulting.

8.  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 president of the
Company) for $2,500 per month.  For the year ended December 31, 1999,
rent expense related to Wyvern Technologies, Inc. totaled $10,984.
For the period from February 3, 1998 (Date of Inception) through
December 31, 1998, no rent expense related to Wyvern Technologies, Inc.

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

Note payable - related party - As of December 31, 1999, the Company
borrowed $173,669 from a related party.  The note is unsecured,
payable in one payment including principal and interest at maturity,
bearing an interest rate of 10%, and maturing September 2000.
Additionally, the holder has the option to convert any unpaid
balances, including accrued interest, into shares of the Company's
common stock at a price of $1.00 per share.

As of December 31, 1999, the Company borrowed $5,000 from a related
party.  The balance is non-interest bearing and due on demand.

9.  COMMITMENTS AND CONTINGENCIES

Stock Subscription Agreements - In April 1999, the Company entered
into several Common Stock Subscription Agreements ("Subscription
Agreements") whereby entitling the Company to receive funds of
$525,000 through the issuance of 300,000 shares of the Company's
common stock.  The common stock related to these Subscription
Agreements was issued in March 2000, as further discussed in Note 9.
As of December 31, 1999, no shares of the Company's common stock were
issued or funds received in relation to these Subscription Agreements.

Non-competition agreement - In April 1999, the Company signed a non-
competition agreement with Safe at Home Products, Inc. for a period of
5 years.  The Company will not engage or conduct, directly or
indirectly, any business in competition with Safe at Home Products, Inc.

Other - The Company is involved in a dispute which has arisen in the
ordinary course of business.  While the results of this matter cannot
be predicted with certainty, the Company's management believes that
losses, if any, resulting from the ultimate resolution of this matter
will not have a material adverse effect on the Company's results of
operations, cash flows or financial position.

10.  RESTATED FINANCIAL STATEMENTS

Subsequent to the issuance of the Company's financial statements,
management became aware that those financial statements did not
reflect account balances properly for the year ended December 31, 1999
and the period from February 3, 1998 (date of inception) through
December 31, 1999.  Properly accounting of these items in the revised
financial statements has the following effect:

                                                 Year Ended       RESTATED
                                Year Ended       December 31      Increase
                                December 31      1999             (Decrease)
                                1999             (RESTATED)

Revenue                         $         -      $         -      $       -
Operating expenses                  348,591          422,256         73,665
Loss from operations               (348,591)        (422,256)       (73,665)
Other expense                             -           28,012         28,012
Loss before provision for
income taxes                       (348,591)        (450,268)      (101,677)
Provision for income taxes                -                -              -
Net loss                           (348,591)        (450,268)      (101,677)
Basic and diluted loss per
common share                          (0.05)           (0.06)         (0.01)
Basic and diluted weighted
average common shares
outstanding                       7,816,424        7,816,424      7,816,424

For the year ended December 31, 1999, the change in the statement of
operations was primarily related to adjusting the estimated useful
life of the acquired technology from 5 years to 3 years which
increased the amortization expense by approximately $75,000.  The net
change of $101,677 increased the net loss from $348,591 ($0.05 per
weighted average common share outstanding) to $450,268 ($0.06 per
weighted average common share outstanding).

11.  GOING CONCERN

The Company incurred a net loss of approximately $450,000 for the year
ended December 31, 1999, and its current liabilities exceed the
Company's current assets by approximately $459,000 as of December 31,
1999, raising substantial doubt about the Company's ability to
continue as a going concern.  The Company plans to complete the
development of its voice record and playback smoke detector, along
with the heat sensor Christmas tree ornaments.  The Company will seek
additional sources of capital through the issuance of debt or equity
financing, but there can be no assurance the Company will be
successful in accomplishing 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.

12.  SUBSEQUENT EVENTS

In March 2000, the Company issued 300,000 shares of the Company's
common stock to satisfy existing notes receivable for common stock
issuance (as described in Note 5).  The notes receivable for common
stock issuance entitles the Company to receive funds of $525,000.

During various dates from March 2000 to May 2000, the Company issued
359,992 shares of the Company's common stock pursuant to its stock
subscriptions payable balance of $77,773 at December 31, 1999.

                             EXHIBIT INDEX

Number                          Exhibit 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 (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
      (incorporated by reference to Exhibit 3.2 of the Form 10-
      SB/A filed on October 3, 2001)

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

4     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)

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).

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 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).