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, 2000

                                           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, 2000.  The aggregate market value of the voting stock
held by non-affiliates of the Registrant as of April 1, 2001: Common
Stock, par value $0.001 per share -- $5,558,733.  As of April 1, 2001,
the Registrant had 19,922,477 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                                     24

     ITEM 10.  EXECUTIVE COMPENSATION                                       26

     ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
               OWNERS AND MANAGEMENT                                        26

     ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS               28

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K                                  29

SIGNATURES                                                                  30

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, 2000 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, 2000 is $2,148,205.

     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, 2000, 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 Company 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 Company 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 Company.

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 Ended on December 31, 2000

                                                 High      Low

Quarter Ended March 31, 2000 (1)                 2.62      0.01
Quarter Ended June 30, 2000 (2)                  2.25      2.25
Quarter Ended September 30, 2000 (3)             2.00      2.00
Quarter Ended December 31, 2000 (4)              3.00      2.00

(1)  The shares traded on 11 days during this quarter.

(2)  The shares traded on two days during this quarter

(3)  The shares traded on one day during this quarter

(4)  The shares traded on fifteen days during this quarter

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

     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 1, 2001, 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, 2000:

     (1)  On January 27, 2000, the Registrant issued 3,333 shares of
preferred stock to one accredited investor for $10,000 in cash.

     (2)  During various dates from March 2000 to May 2000, the
Registrant issued 359,992 shares of the Registrant's common stock
pursuant to its stock subscriptions payable balance of $77,773 at
December 31, 1999.  During this period, the closing per share price of
the Registrant's common stock was $2.25 (only traded on three days).

     (3)  On August 3, 2000, the Registrant issued 200,000 shares of
its common stock to Jerry Hilbert for services to be rendered to the
Registrant, which have been valued at $100,000.  The closing per share
price of the Registrant's common stock on the closet prior trading day
(April 26, 2000) was $2.25.

     (4)  On August 3, 2000 and August 14, 2000, the Company issued a
total of 120,000 shares of its common stock for legal services to be
provided to the Company, which have been valued at $36,000.  The
closing per share price of the Company's common stock on the closest
prior trading day (April 26, 2000) was $2.25.

     (5)  On October 10, 2000, the Company issued 50,000 of its common
stock to an unrelated third party, who is an accredited investor, for
$5,000 in cash.  The closing per share price of the Company's common
stock on the closest prior trading day (August 16, 2000) was $2.00.

(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 were issued to affiliates of the Registrant.

     No commissions or fees were paid in connection with these sales.
All of the above sales 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 35 months from February 3, 1998
through December 31, 2000 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.  As of December 31, 2000, management of
the Registrant believes the collectability of the notes receivable for
common stock issuance totaling $917,625 may be in doubt.  Accordingly,
an allowance for doubtful accounts was recorded for the full amount of
the notes receivable for common stock issuance.

     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 35
months from February 3,  1998 through December 31, 2000 totaling
$2,080,834.  Expenditures were primarily due to costs incurred for bad
debt, 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 $67,371, the Registrant experienced a net
loss of $2,148,205 for this 35 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, 2000, the Registrant's working capital
deficit was $534,325, and it had an accumulated deficit of $2,148,205.
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, $450,268
for the fiscal year ended December 31, 1999, and $1,268,621 for the
year ended December 31, 2000.  The Registrant's current liabilities
exceed its current assets (working capital deficit) by $534,325 as of
December 31, 2000.  At December 31, 2000, the Registrant had an
accumulated deficit of $2,148,205.  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 $181,849 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, 2000 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,
2000, for the year ended December 31, 1999, and for the period from
inception (February 3, 1998) through December 31, 2000 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 16.1 to this Form 10-KSB).

     (b)  Effective on or about May 11, 2000, the independent
accountant who was previously engaged as the principal accountant to
audit the Registrant's financial statements, James E. Slayton, C.P.A.,
was dismissed.  The decision to change accountants was approved by the
Board of Directors.  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; 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.

     (c)  Effective on May 11, 2000, the firm of L.L. Bradford &
Company, LLC was engaged to serve as the new principal accountants to
audit the Registrant's financial statements for the 1998 and 1999
fiscal years.  This engagement was based on a determination by the
Registrant in preparing the unaudited financial statements for the
quarter ended March 31, 2000 that its statements did not reconcile
with those prepared by Mr. Slayton for the fiscal year ended December
31, 1999.  The decision to retain the new firm was approved by the
Board of Directors.  During the Registrant's two most recent fiscal
years, and the subsequent interim period prior to engaging those
accountants, neither the Registrant (nor someone on its behalf)
consulted the newly engaged accountants regarding any matter in
connection with the application of accounting principles to a specific
completed or contemplated transaction, or the type of audit opinion
that might be rendered on the Registrant's financial statements.

     (c)  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 the former accountant's dismissal.  In addition,
during the Registrant's two most recent fiscal years and any
subsequent interim period preceding the dismissal of Mr. Slayton,
other than as set forth below, there were no disagreements with the
former accountant on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure.

     In a letter to the SEC, dated December 7, 2000, Mr. Slayton
stated the following with regard to the Registrant:

     "I disagreed with management on the valuation of assets
     purchased in a two part transaction.  Everlert purchased the
     patent rights of Nuco, who had purchased the patent rights
     from Safe at Home, Inc.  Management wanted to report these
     assets at a share valuation of $0.50 per share for
     12,000,000 shares of its common stock.  However, it is my
     belief that the correct valuation should have been
     approximately $396,000 per APB Opinion 16, as all three
     companies were under common control."

     The Registrant's current independent accountants have reviewed
the effect on the financial statements if the method had been followed
which the former accountant apparently would have concluded was
required.  After this review, and in consultation with Registrant
management, the Registrant decided that APB Opinion 16 does apply to
the subject transaction and, as a result, the technology acquired from
Safe at Home Products, Inc. should be valued at its historical cost.
This has now been done, as reflected in the financial statements of
the Registrant, and this has resulted in certain changes to the
audited financial statements of the Registrant for the fiscal year
ended December 31, 1999.

     The Registrant has requested Mr. Slayton 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. Slayton
agreeing to such statements (see Exhibit 16.2 to this Form 10-KSB).

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.

     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.

Significant Consultant.

James T. Marsh.

     Mr. Marsh, age 60, received his Bachelor of Science Degree in
Industrial Engineering from Miami University of Ohio.  For the past
30 years, Mr. Marsh has been an independent consultant for various
electronics and aerospace companies.  From February 1996 to the
present, he has acted as a technical consultant for Wyvern
Technologies, Inc. and Safe at Home Products, Inc., both affiliates
of the Company.  For the period of  February 1998 to the present, Mr.
Marsh has also acted as a technical consultant to the Company in the
development of its products.

     Mr. Marsh was first indicted by a federal grand jury in August
of 1996; a superseding indictment was filed on September 2, 1999.  He
has been charged with conspiracy to commit securities fraud,
conspiracy to file false statements with the Securities and Exchange
Commission, filing false statements with the SEC, and money
laundering  in violation of 18 U.S.C. sections 371, and 1956, and 15
U.S.C. section 78.

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 upon a review of Forms 3 and 4 and amendments
thereto furnished to the registrant under Rule 16a-3(d) during fiscal
2000, Forms 5 with respect to fiscal 2000, and certain written
representations from executive officers and directors, 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 have been prepared and filed with the SEC.  The Registrant is
unaware of any other filings that have not been timely made.

ITEM 10.  EXECUTIVE COMPENSATION.

(a)  Summary Compensation Table

<TABLE>
<CAPTION>


                                          Summary Compensation Table

                           Annual compensation                      Long-term
Compensation
                                                                 Awards
Payouts
Name and                                 Other           Restricted   Securities
principal                                annual             stock     underlying
LTIP    All other
position       Year     Salary   Bonus   compensation     award(s)
options/SARs    payouts compensation
                (1)                         (2)
                          ($)     ($)       ($)             ($)           (#)
($)       ($)
<S>            <C>      <C>      <C>     <C>             <C>          <C>
<C>     <C>

James J. Weber   2000      0       0         0               0             0
0          0
President/
Director

Jerry G. Hilbert 2000      0       0      $100,000           0             0
0          0
V.P./Director

</TABLE>

(1)  No disclosure for prior years is made since the Registrant did
not become a reporting company until January 17, 2000.

(2)  On August 3, 2000, the Registrant issued 200,000 shares of its
common stock to Jerry Hilbert for services to be rendered to the
Registrant, which have been valued at $100,000.  These services to the
Registrant consisted of work in the areas of marketing and business
development.

     (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 August 1, 2001 (issued and outstanding common stock
of 20,172,477) 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)     59.74%
                1201 East Warner Avenue
                Santa Ana, California 92705

Common Stock    James J. Weber, 1201            7,287,269 (3)     36.30%
                1201 East Warner Avenue
                Santa Ana, California 92705

Common Stock    Todd T. Marsh                   7,113,600 (4)     35.26%
                1201 East Warner Avenue
                Santa Ana, California 92705

Common Stock    Terry G. Marsh                  2,010,000 (5)      9.96%
                6281 Tweedholm Court
                San Jose, California 95120

Common Stock    Jerry G. Hilbert                1,029,620 (6)      5.10%
                1201 East Warner Avenue
                Santa Ana, California 92705

Common  Stock   Shares of all directors and    14,141,929 (7)     70.10%
                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 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 Safe at
Home Products, Inc.'s ("SAHP") historical cost basis of the
Registrant's 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.

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

     The Registrant has paid James Marsh $112,400 since January 1998
for his services to the Registrant, as follows: 1998: $16,400; 1999:
$69,700; and 2000: $26,300.  Additionally, he accepted a convertible
promissory note, dated March 22, 1999, in the amount of $169,600 for
services rendered to the Registrant up to that date.  The note,
attached as Exhibit 10.1 to this Form 10-KSB, is unsecured and
payable in one payment, including principal and interest at maturity,
bearing an interest rate of 10%.  The note was originally due not
later than March 22, 2000; it has been extended to December 31, 2002
by oral agreement of the parties.  The holder has the option to
convert any unpaid balances, including accrued interest, into shares
of the Registrant's common stock at a price of $1.00 per share.  The
closing market price of the Registrant's common stock on March 22,
1999 was $2.94.

     (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 $173,670 from
Wyvern Technologies, Inc., which is controlled by Mr. Weber.  The
note, attached as Exhibit 10.2 to this Form 10-KSB, is unsecured and
payable in one payment, including principal and interest at maturity,
bearing an interest rate of 10%.  The note was originally due not
later than March 22, 2000; it has been extended to December 31, 2002
by oral agreement of the parties.  The holder has the option to
convert any unpaid balances, including accrued interest, into shares
of the Registrant's common stock at a price of $1.00 per share.  The
closing market price of the Registrant's common stock on March 22,
1999 was $2.94.

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

     (h)  On August 3, 2000, the Registrant issued 200,000 shares of
its common stock to Jerry Hilbert for services to be rendered to the
Registrant, which have been valued at $100,000.  These services to
the Registrant consisted of work in the areas of marketing and
business development.  The closing per share price of the
Registrant's common stock on the closet prior trading day (April 26,
2000) was $2.25.

     (i)  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).

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

     Mr. Hilbert currently devotes 100% of his time to the Registrant's
affairs.  However, the other director of the Registrant, Mr. Weber,
is engaged as a director of another business (Wyvern Technologies,
Inc.); he currently devotes approximately 25% of his time to the
affairs of the Registrant.  As a result, certain potential conflicts
of interest, such as those set forth above with the transactions, may
arise between the Registrant and this director.  The Registrant will
attempt to resolve such conflicts of interest in favor of the
Registrant by carefully reviewing each proposed transaction to
determine its fairness to the Registrant and its shareholders and
whether the proposed terms of the transaction are at least as
favorable as those which could be obtained from independent sources.
The officers and directors of the Registrant are accountable to it
and its shareholders as fiduciaries, which requires that such
officers and directors exercise good faith and integrity in handling
the Registrant's affairs.  A shareholder may be able to institute
legal action on behalf of the Registrant or on behalf of itself and
other similarly situated shareholders to recover damages or for other
relief in cases of the resolution of conflicts is in any manner
prejudicial to the Registrant.

ITEM 13.  EXHIBITS, 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.

     The following reports on Form 8-K were filed during the last
quarter of the fiscal year covered by this report:

     (a)  A Form 8-K filed on November 14, 2000 to report the change
in certifying accountants for the Registrant from James E. Slayton to
L.L. Bradford & Company, LLC.

     (b)  An amended Form 8-K to clarify the prior Form 8-K filing was
filed on December 8, 2000.

Index to Financial Statements                                           Page

     Report of Independent Certified Public Accountants                   33

     Balance Sheet (Restated) as of December 31, 2000                     34

     Statements of Operations (Restated) for the year
     ended December 31, 2000, for the year ended
     December 31, 1999, and for the period from
     February 3, 1998 (date of inception) through
     December 31, 2000                                                    35

     Statement of Stockholders' Deficit (Restated) for
     the year ended December 31, 2000, for the year ended
     December 31, 1999, and for the  period from
     February 3, 1998 (date of inception)
     through December 31, 1998                                            36

     Statements of Cash Flows (Restated) for the year
     Ended December 31, 2000, for the year ended
     December 31, 1999, and for the period from
     February 3, 1998 (date of inception) through
     December 31, 2000                                                    40

     Notes to Financial Statements                                        42

                                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: January 9, 2002                            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        January 9, 2002
James J. Weber

/s/ Jerry G. Hilbert       Vice President/Director             January 9, 2002
Jerry G. Hilbert

                           L.L. BRADFORD & COMPANY, LLC
                  Certified Public Accountants & Consultants
               3441 South Eastern Avenue, Las Vegas, Nevada 89109
                     (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. (A
Development Stage Company) as of December 31, 2000, and the related
statements of operations, stockholders' deficit, and cash flows for
the years ended December 31, 2000 and 1999 (restated) and the period
from February 3, 1998 (Date of Inception) through December 31, 2000.
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 in the United States of America. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement.  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. (A Development Stage Company) as of December 31, 2000, and the
results of its activities and cash flows for the years ended December
31, 2000 and 1999 (restated) and the period from February 3, 1998
(Date of Inception) through December 31, 2000 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 10
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 10.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

As more fully described in Note 9, 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
March 26, 2001
Las Vegas, Nevada

                                  EVERLERT, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET
                                DECEMBER 31, 2000

                                     ASSETS

Current assets
 Cash                                                         $   4,136
  Total current assets                                            4,136

Other assets
 Acquired technology, net                                       169,754
 Deposits                                                        53,500
  Total other assets                                            223,254

  Total assets                                                  227,390

                   LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
 Accounts payable                                            $   29,044
 Accrued liabilities                                             63,238
 Due to related parties                                          17,400
 Notes payable - related parties                                428,779
  Total current liabilities                                     538,461

  Total liabilities                                             538,461

Commitments and contingencies                                         -

Stockholders' deficit
 8% cumulative preferred stock; $.001 par
 value; 5,000,000 shares authorized, 14,333
 shares issued and outstanding                                       14
Common stock; $.001 par value; 50,000,000
 shares authorized, 19,922,477 shares
 issued and outstanding, including
 600,000 shares subscribed                                       19,922
Additional paid-in capital                                    1,907,198
Common stock issued for prepaid consulting
 services                                                       (90,000)
Notes receivable for common stock issuance, net                       -
Accumulated deficit                                          (2,148,205)
  Total stockholders' deficit                                  (311,071)

  Total liabilities and stockholders' deficit                   227,390

              See Accompanying Notes to Financial Statements

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

                                                                   Period from
                                                                   February 3
                                                                   1998
                                                                   (Date of
                                                                   inception)
                              Year Ended          Year Ended       through
                              December 31         December 31      December 31
                              2000                1999             2000
                                                  (Restated)       (Restated)

Revenue                      $          -         $         -      $         -

Operating expenses
 Amortization                     136,642             102,132          238,774
 Bad debt                         917,625                   -          917,625

Research and development           68,766             100,733          237,149
General and administrative        108,096             219,391          687,286

  Total operating expenses      1,231,129             422,256        2,080,834

Loss from operations           (1,231,129)           (422,256)      (2,080,834)

Other expense
 Interest expense                  37,492              28,012           67,371

Loss before provision
for income taxes               (1,268,621)           (450,268)      (2,148,205)

Provision for income taxes              -                   -                -

Net loss                       (1,268,621)           (450,268)      (2,148,205)

Basic and diluted loss
per common share                    (0.07)              (0.06)           (0.20)

Basic and diluted
weighted average
common shares outstanding      19,408,597           7,816,424       10,594,804

                 See Accompanying Notes to Financial Statements

                                 EVERLERT, INC.
                        (A Development Stage Company)
                     STATEMENT OF STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>


                                                                 Common    Notes
                                                                 Stock
Receivable
               Outstanding                             Addt'l    Issued    for
                 Shares            Preferred  Common   Paid in   for
Common
             Preferred   Common    Stock      Stock    Capital   Prepid    Stock
Total
                                                                 Consult
Issuance    Accumulated    Stockholders'
                                                                 Services
Deficit        Deficit

<S>          <C>         <C>       <C>        <C>      <C>       <C>        <C>
<C>           <C>
Balance at
February 3
1998
(Date of
inception)           -         -  $       -   $     -  $      -  $      -   $
-   $         -    $         -

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

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

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

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

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

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

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

Common stock
issued for
acquired
technology
$0.03               -   12,000,000        -    12,000    396,528          -
-          -      408,528

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Balance
December 31
2000           14,333   19,922,47         14  19,922   1,907,198    (90,000)
-  (2,148,205)  (311,071)
</TABLE>


                    See Accompanying Notes to Financial Statements

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

                                                                   Period from
                                                                   February 3
                                                                   1998
                                                                   (Date of
                                                                   inception)
                              Year Ended          Year Ended       through
                              December 31         December 31      December 31
                              2000                1999             2000
                                                  (Restated)       (Restated)

Cash flows from operating
activities:
 Net loss                    $ (1,268,621)        $   (450,268)    $ (2,148,205)
 Adjustments to reconcile
 net loss to net cash used
 by operating activities:
  Amortization                    136,642              102,132          238,774
  Bad debt                        917,625                    -          917,625
  Interest and financing
   costs satisfied in
   in exchange of common
   stock                                -               23,375           23,375

  Stock based compensation         46,000              125,800          213,900
Changes in operating assets
and liabilities:
 Increase in deposits                   -              (53,500)         (53,500)
 Increase (decrease) in
  accounts payable                  8,251             (318,489)          29,044
 Increase in accrued
  liabilities                      37,492               23,879           63,238
 Increase in due to related
  parties                          17,400                    -           17,400
    Net cash used by
     operating activities        (105,211)            (547,071)        (698,349)

Cash flows from financing
activities:
 Proceeds from issuance of
  notes payable - related
   parties                         68,261              173,669          246,930
 Proceeds from issuance of
  note payable                     12,249              169,600          217,849
 Proceeds from issuance of
  Preferred stock                  10,000               33,001           43,001
 Proceeds from issuance of
  common stock                      5,000              106,132          116,932
 Proceeds from issuance of
  stock subscriptions payable           -               77,773           77,773
    Net cash provided by
     financing activities          95,510              560,175          702,485

Net increase (decrease) in
cash                               (9,701)              13,104            4,136

Cash, beginning of period          13,837                  733                -

Cash, end of period                 4,136               13,837            4,136

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 notes receivable
   for common stock issuance            -             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

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

Other payables satisfied
through issuance of
359,992 common shares              77,773                   -           77,773

                   See Accompanying Notes to Financial Statements

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

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

Description of business - Everlert, Inc. (hereinafter referred to as
the "Company") is a development stage company that 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 3 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, 2000, the Company has available net operating loss
carryovers of approximately $2 million that will expire in various
periods through 2015.  Such losses may not be fully deductible due to
the significant amounts of non-cash service costs.  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 years ended December 31, 2000 and 1999 and
the period from February 3, 1998 (Date of Inception) through December
31, 2000.

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       238,774

     Acquired technology, net             $169,754

3.  DEPOSITS

As of December 31, 2000, the Company had deposits of $53,500 related
to an acquisition of manufacturing equipment.  The equipment will be
delivered prior to the commencement of operations.

4.  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
promissory note holder to the debt holders for full satisfaction of
such debts.  As of December 31, 2000, the entire balance of $917,625
had been allowed for as bad debt, however the Company plans to take
necessary actions to collect these funds.

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.

During 2000, the Company issued 300,000 shares of common stock as a
result of warrants exercised at an exercise price of $1.75 per share.
In consideration, the Company received a non-recourse promissory note
for the value of the warrants exercised totaling $525,000, recorded as
notes receivable for common stock issuance.

As of December 31, 2000, management of the Company believes the
collectability of the notes receivable for common stock issuance
totaling $917,625 may be in doubt.  Accordingly, an allowance for
doubtful accounts was recorded for the full amount of the notes
receivable for common stock issuance; however, the Company plans to
take necessary actions to collect these funds.

5.  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, 2000, 14,333 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, 2000, the
Company has dividends in arrears totaling $5,251.

6.  STOCK BASED COMPENSATION

For the years ended December 31, 2000 and 1999 and the period from
February 3, 1998 (Inception) through December 31, 2000, the Company
incurred expenses resulting from issuance of common stock totaling
$46,000, $125,800 and $213,900, 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
                                 December31     December 31   December 31
                                    2000           1999           2000

Consulting                        $10,000        $100,000       $140,000
Research and development                -               -            300
Professional fees                  36,000           25,800        73,600

Total stock based compensation    $46,000        $125,800       $213,900

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.

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

During 2000, the Company recognized $10,000 of the $100,000 ($0.50 per
share) prepaid consulting services for the August 3, 2000 issuance of
200,000 shares of its common stock (see Note 8).

7.  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, 2000
and 1999, rent expense related to Wyvern Technologies, Inc totaled
$10,000 and $10,984, respectively.

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

During 2000, the Company issued 200,000 common shares to a director of
the Company for prepaid consulting services valued at $100,000.  As of
December 31, 2000, $10,000 of the prepaid consulting services has been
recognized as an expense.

During the years ended December 31, 2000 and 1999, and the period from
February 3, 1998 (date of inception) through December 31, 2000, the Company
received services from James T. Marsh, the brother and father of two
stockholders of the Company, of approximately $26,300, $239,300 and $282,000,
respectively.

Notes payable - related parties consist of the following at December
31, 2000:

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

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

     Promissory note payable to James T. Marsh, unsecured,
     bearing an interest rate of 10% and due on demand.
     Holder has option to convert unpaid balances,
     including accrued interest into shares of the Company's
     common stock at a price of $1.00 per share                        181,849

     Promissory note payable to a stockholder of the Company,
     unsecured, non-interest bearing and due on demand                   5,000

                                                                      $428,779

8.  COMMITMENTS AND CONTINGENCIES

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, whereby Safe at Home Products, Inc. will not engage or
conduct, directly or indirectly, any business in competition with the
Company.  This agreement was related to technology acquired from Safe
at Home Products, Inc. (see Note 2).  No value has been assigned to
this agreement due to the common ownership between Safe at Home
Products, Inc. and the Company.

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.

9.  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, 2000.  Properly accounting of these items in the revised
financial statements has the following effect:

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

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).

                                                    Period from
                                   Period from      February 3
                                   February 3          1998
                                      1998          (Date of
                                   (Date of          Inception)
                                   Inception)        through
                                   Through           December 31     Restated
                                   December 31         2000          Increase
                                      2000           (Restated)      (Decrease)

Revenue                            $         -       $         -     $       -
Operating expenses                   2,040,339         2,080,834        40,495
Loss from operations                (2,040,339)       (2,080,834)      (40,495)
Other expense                           37,492            67,371        29,879
Loss before provision
for income taxes                    (2,077,831)       (2,148,205)      (70,374)
Provision for income taxes                   -                 -             -
Net loss                            (2,077,831)       (2,148,205)      (70,374)
Basic and diluted loss
per common share                         (0.20)            (0.20)        (0.01)
Basic and diluted
weighted average
common shares outstanding           10,594,804        10,594,804    10,594,804

For the year from February 3, 1998 (date of inception) through
December 31, 2000, 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
$70,374 increased the net loss from $2,077,831 ($0.20 per weighted
average common share outstanding) to $2,148,205 ($0.20 per weighted
average common share outstanding).

10.  GOING CONCERN

The Company incurred net losses of approximately $1,268,000 and
$450,000 for the years ended December 31, 2000 and 1999 respectively,
and its current liabilities exceed the Company's current assets by
approximately $534,000 as of December 31, 2000, 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.

                               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).