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

                                      FORM 10-KSB
(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

                                           OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________

                         COMMISSION FILE NUMBER: 0-28177

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

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

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

                         Registrant's telephone number
                                (714) 966-0710

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

                                 None

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

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

Check if there in no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this
Form 10-KSB [  ].

The Registrant had no revenues for the fiscal year ended on December
31, 2002. The aggregate market value of the voting stock held by non-
affiliates of the Registrant as of close of trading on March 31,
2003: $143,927. As of March 31, 2003, the Registrant had 41,952,414
shares of common stock issued and outstanding.

Transitional Small Business Disclosure Format (check one): Yes [  ] No [X]

                                    TABLE OF CONTENTS
                                                               PAGE
PART I

Item 1. Description of Business                                   3
Item 2. Description of Property                                   8
Item 3. Legal Proceedings                                         8
Item 4. Submission of Matters to a Vote of Security Holders       8

PART II

Item 5. Market for Common Equity and Related
Stockholders Matters                                              9
Item 6. Plan of Operation                                        11
Item 7. Financial Statements                                     17
Item 8. Changes In and Disagreements with
Accountants on Accounting and Financial Disclosure               18

PART III

Item 9. Directors, Executive Officers, Promoters
and Control Persons; Compliance with Section 16(a)
of the Exchange Act                                              20
Item 10. Executive Compensation                                  21
Item 11. Security Ownership of Certain Beneficial
Owners and Management                                            22
Item 12. Certain Relationships and Related Transactions          23
Item 13. Exhibits and Reports on Form 8-K                        23
Item 14. Controls and Procedures                                 24
Signatures                                                       24
Certification

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, 2001 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, 2002 is $2,892,353.

On April 1, 1999, the Registrant entered into an agreement to
purchase certain smoke and heat detector technology from Safe at Home
Products, Inc. ("Safe at Home"), a California corporation, in
exchange for 12,000,000 shares of the Registrant's common stock; this
technology was owned by NuCo, Inc. ("NuCo"), a Nevada corporation and
subsidiary of Safe at Home. In return, the Registrant received all of
the issued and outstanding common stock of NuCo (see Exhibit 2 to
this Form 10-KSB). 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 then
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             408,528

     Acquired technology, net                          -

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 should be valued at
its historical cost. This has now been done, as reflected above and
in the financial statements of the Registrant. The acquisition was
originally valued at $408,528 and has now been fully amortized to a
net value of $0.00.

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 the
local authorities may not require such precautionary devices.

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 fires start and smoke
spreads throughout the house; it is sometimes difficult to determine
where the fire originated and thus, to determine the safest 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 photoelectric
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:

1)  lack of funding sources for the Registrant;

2)  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

3)  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.
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. New management is
exploring patent protection.

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. To this end management has entered into a Memorandum
of Understanding with Fenghua Digital, a subsidiary of  Fenghua
Advanced Technology (Holding) Co. Ltd. & Affiliates (hereinafter
"FENGHUA") Zhaoqing City, Guangdong, P.R. China under which the
Company and Fenghua will form a joint venture.  The purpose of the
joint venture is to complete the development of two smoke detector
products in order to bring them to market. The agreement calls for
the Company to contribute the intellectual property and Fenghua is
to: 1) Research & Development of two (2) smoke detector models
"flower" & "bell" (the Company to provide design and working
prototype) for the Joint Venture; 2) Supply of 100 sample "Flower"
smoke detector units for destructive testing and UL approval prior to
U.S. marketing; 3) Initial Inventory of 10,000 smoke detector units
"flower model"; 4) Future payment terms for orders exported from
China - it is expected that 60 - 90 day net terms will be received,
terms will be defined in the definitive agreement.

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 plans to redesign its website in an attempt to reach
potential customers through its website, direct marketing activities
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 offer 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 and no sales have been made to any of these companies.
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 previously completed a 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.

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 four 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:

1) 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 6 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.

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

3) Locate and finalize arrangements with suppliers and manufacturers
for constructing of the units. Although the memorandum of
understanding with Fenghua is   expected to resolve most of this, the
final definitive agreement must be negotiated and executed.

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.

In light of the March 15, 2003 agreement with Fenghua, it is planned
that manufacturing will initially be accomplished in one of their
facilities. Guangdong Fenghua Advanced Technology Group (Fenghua
Group) is an export-oriented high-tech limited company, involved in
the production, exportation, research and development of electronic
components, electronic materials, professional electronic equipment,
and other electronic-information based products. Fenghua reports that
the group owns more than 30 subsidiaries and branch offices. The
Company will also accommodate general administration, marketing,
sales, and engineering in a downsized office of approximately 600
square feet. Future facility requirements are expected to be about
7,500 square feet to accommodate warehouse and office needs.

(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. The joint venture with
Fenghua, is expected to overcome many of the obstacles to product
development created by prior years under capitalization. Although the
Registrant believes the joint venture will aid in this area there is
no assurance the product will reach the market.

As a start up company in the research and development phase the
Registrant presently has one full time employees and two 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 five to ten total employees.

As of December 31, 2002, no sales revenues have been generated by the
Registrant. Once revenues begin the Registrant hopes to have enough
customers to avoid dependence upon on or even a few major customers.

ITEM 2.  DESCRIPTION OF PROPERTY.

The Company sub-leases its office space. The terms of this lease are
for $1.00 per square foot per month ($500 per month) on a month-to-
month basis. This facility consists of 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 facility is shared with another company that manufactures
a non-competitive electronic product.  In the event the co-tenant
needs the space utilized by the Company the Company may have to
relocate. 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, and February 12, 2002 to
the present the Registrant's common stock has been traded on the Over
the Counter Bulletin Board (from November 18, 1999 to February 11,
2002 it was traded on the Pink Sheets LLC) under the symbol "EVRL".
The range of closing bid prices shown below is reported while trading
on the Bulletin Board and the Pink Sheets. The quotations shown
reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not necessarily represent actual transactions.

                               High Sales Price          Low Sales Price

2002 First Quarter                 $0.30                    $0.05
     Second Quarter                 0.17                     0.05
     Third Quarter                  0.15                     0.02
     Fourth Quarter                 0.03                    0.005

2001 First Quarter                 $4.62                    $2.50
     Second Quarter                 3.00                     1.05
     Third Quarter                  1.65                     0.10
     Fourth Quarter                 0.10                     0.10

2000* First Quarter(1)              2.62                     0.01
      Second Quarter(2)             2.25                     2.25
      Third Quarter(3)              2.00                     2.00
      Fourth Quarter(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

Holders of Common Equity.

As of March 30. 2003, there were 139 shareholders of record of the
Registrant's common stock.

Dividend Information.

The Registrant has not declared or paid a cash dividend to
stockholders since it was incorporated. 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.

(a)  Specific Sales.

The following securities of the Registrant were sold without
registration during the fiscal year ended December 31, 2002:

(a) On April 19, 2002, the Registrant issued 975,000 shares of its
common stock to satisfy the $65,000 due to Safe at Home Products,
Inc., an affiliate of the company.

(b)  On June 18, 2002, the Registrant issued 125,000 shares of  its
common stock for consulting services totaling $18,750.

(c) On August 7, 2002, the Registrant issued 450,000 shares of common
stock to Marc Tow for legal services valued at $49,500 ($0.11 per
share). The closing per share price of the Company's common stock on
that date was $0.11.

(d) On August 23, 2002, the Registrant issued 35,989 shares of common
stock to JT Bernard for consulting services valued at $719.78 ($0.02
per share).

(e) On August 23, 2002, the Registrant issued 114,327 shares of
common stock to Todd T. Marsh to retire a loan made to the company,
valued at $2,286.54 ($0.02 per share).

No commissions were paid in connection with these sales. These sales
were undertaken under Rule 506 of Regulation D under the Securities
Act of 1933, as amended ("Act"), by the fact that:

- each sale was made to a sophisticated investor as defined in Rule
502;

- 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 each purchaser of the limitations on resale in the
manner contained in 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 Registrant exercised reasonable care to assure that each
purchaser of the securities is not an underwriter within the meaning
of Section 2(11) of the Act in compliance with Rule 502(d).


(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 59 months from February 3, 1998
through December 31, 2002 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 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, but relisted on
February 12, 2002 after the Securities and Exchange Commission had no
further comments on its Form 10-SB filing).

At a meeting of the Board of Directors of the Registrant held on
January 6, 2003, the following individuals were appointed to serve as
directors, James H. Alexander, Dannie Shaver, and David Paulson.  The
appointment of these individuals to the Board of Directors is to be
effective as of August 27, 2002.

Messers. James J. Weber and Jerry G. Hilbert both of whom previously
served on the Board of Directors of the Registrant resigned.
Messers. Weber and Hilbert did not resign as a result of a
disagreement with the Registrant on any matter relating to the
Registrant's operations, policies or practices.

At the meeting, the Board of Directors named the following
individuals to serve as  executive officers of the Registrant: James
H. Alexander, President; and Ed Fowler, Secretary/Treasurer.
Subsequent to the meeting, it was determined that due to
inconvenience, Mr. Fowler would be unable to serve as an officer or
director and he was replaced as Secretary/Treasurer by Dannie Shaver.

Realization of sales of the Registrant's products for the 12 months
ending on December 31, 2003 is vital to its plan of operations. The
Registrant believes that its initial revenues will be primarily
dependent upon its ability to cost-effectively and efficiently
develop and market smoke and heat detectors. The Registrant
designates as its priorities for the first 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) initiation of the joint venture with Fenghua;(c)
responding to competitive developments (the Registrant has already
accomplished this by designing its detector products to offer
features not found in competing models although there was a market
entry in 2002 of a voice annuciator model Registrant believes the
Everlert model is still unique and of higher quality and competitive
price); 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 only to a small extent derived from
earnings generated from the sale of its products. In response to the
need for working capital, it is the intent of the Registrant to seek
to raise additional capital via a private placement offering.

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 59
months from February 3, 1998 through December 31, 2002 totaling
$2,742,676. Expenditures for the twelve months ended December 31,
2002 were primarily due to costs incurred for amortization,
consulting fees, and accounting services. Comparison of the twelve
months ended December 31, 2002 to the twelve months ended December
31, 2001 shows an increase of $179,378 for general and administrative
expenses. The increase in general and administrative expenses is due
to an increase in consulting fees during the year.

Due to the significant operating expenses, as well as interest
expense in the amount of $41,153, the Registrant experienced a net
loss of $2,892,353 for this 59 month period. The Registrant
anticipated incurring this loss during the initial commencement of
operations until such time that it could realize revenues from
operations. As of December 31, 2002, the Registrant had no working
capital and an accumulated deficit of $2,892,353.

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 it 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 $450,268 for the fiscal year
ended December 31, 1999, $1,268,621 for the fiscal year ended
December 31, 2000, and $332,601 for the fiscal year ended December
31, 2001. The Registrant's current liabilities exceed its current
assets by $458,744 as of December 31, 1999, $534,325 as of December
31, 2000, $642,216 as of December 31, 2001, and $696,720 as of
December 31, 2002. At December 31, 2002, the Registrant had an
accumulated deficit of $2,892,353; as of that date, the Registrant
had no working capital. This raises substantial doubt about the
Registrant's ability to continue as a going concern.

(b)  Need for Additional Financing May Affect Operations and Plan of
Business.

Since inception, the Registrant has financed operations primarily
through private placements of common stock, and certain borrowings.
In addition, two promissory notes between the Registrant and its
previous directors totaling $241,930, and a promissory note between
the Registrant and James T. Marsh totaling $169,000 (both figures as
of December 31, 2001). These promissory notes are unsecured, due on
demand and payable in one payment including principal and interest at
maturity, bearing an interest rate of 10%. Additionally, the holder
has the option to convert any unpaid balances, including accrued
interest, into shares of the Registrant's common stock at a price of
$1.00 per share.

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, 2002 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 maintain 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 payers. 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
necessarily 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) 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, exclusively the officers and directors of the Registrant
will make all decisions with respect to the management of the
Registrant. Investors will only have rights associated with
stockholders to make decisions, which affect 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.

(k) 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.

(l) 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.

(m) 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.

(n) No Cumulative Voting May Affect Ability of Some Shareholders to
Influence Management of Registrant.

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

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

(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 13,000,000 shares of common stock that are
currently held, directly or indirectly, by the prior 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 One
Touch, 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, 2002,
for the year ended December 31, 2001, and for the period from
inception (February 3, 1998) through December 31, 2001 are presented
in a separate section of this report following Part III, Item 14.

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.

(d) 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 H. Alexander, President/Director.

James H. Alexander, age 65, has been President and a director of the
Company since August 27, 2002.  Mr. Alexander is the founder of
Isotec, Inc., a company engaged in the design, manufacture and
installation of access control portals for the security markets
involving weapons detection and asset protection, personnel and
material, control for federal and state government, financial
institutions, and business/commercial applications.

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

(b) Daniel Shaver, Secretary/Treasurer/Director

Mr. Shaver, age 52, is in charge of all operational aspects of
Everlert, Inc., he joined Everlert in August of 2002 on a part time
basis assuming the responsibilities for operations. Mr. Shaver is
also in charge of operations for Isotec, Inc. a Colorado company and
has been in that capacity since 2001. From 1986 through 2001 Mr.
Shaver was employed by The Washington Group (Formerly Raytheon E & S)
In this position Mr. Shaver had operational responsibility for the
assembly shop and model shop. He was involved in numerous
modifications to their nuclear fueling systems, and provided field
technical support for installation of the systems at nuclear power
plants. He supervised the model group for 13 years, including
estimating, design, procurement and assembly. In addition he has been
involved as principal of another company in design and development of
9 new product prototypes for various electronic hardware-packaging projects.

The Registrant implemented an audit committee in late 2002. The
Registrant does not have standing, 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 are
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
was 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.  On March 19, 2001, Mr. Marsh pled guilty in the United States
District Court, Northern District of California, to one count of
conspiracy to commit securities fraud.  Mr. Marsh was formerly a Vice
President of Scorpion Technologies, Inc.  In pleading guilty, he
admitted that he conspired to defraud the investing public by
inflating the reported revenues, earnings and assets of Scorpion and,
based on this false information, that he sold and aided and abetted
the sale of shares of Scorpion stock.  The sentencing of Mr. Marsh,
including a possible monetary penalty and restitution, has been set
for April 11, 2002 in the court of Judge Illston.

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 2001, and certain written
representations from executive officers and directors, the Registrant
is aware that Safe at Home inadvertently failed to file a Form 4 to
reflect the transfer of certain shares in October 2001. In addition,
the Registrant is aware that the directors and executive officers,
and 10% shareholders inadvertently failed to file Form 5's within 45
days after the end of the fiscal year ended December 31, 2001. The
Form 5's, the one of Safe at Home, which will report the Form 4
transaction, are in the process of being prepared for filing 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

                                                EXECUTIVE COMPENSATION



<TABLE>
<CAPTION>
<S>            <C>       <C>     <C>        <C>             <C>       <C>            <C>      <C>
                           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
                          ($)     ($)       ($)             ($)           (#)           ($)       ($)
   (a)          (b)       (c)     (d)       (e)             (f)           (g)           (h)       (i)
<S>            <C>      <C>       <C>     <C>             <C>         <C>             <C>       <C>
James H.       2002        0       0         0               0             0             0         0
Alexander      2001        0       0         0               0             0             0         0
2002           2000        0       0         0               0             0             0         0

James J.       2002        0       0         0               0             0             0         0
Weber          2001        0       0         0               0             0             0         0
               2000        0       0         0               0             0             0         0

Jerry G        2002        0       0         0               0             0             0         0
Hilbert        2001        0       0         0               0             0             0         0
               2000        0       0     100,000 (1)         0             0             0         0
</TABLE>



(1) 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.

(2) Messrs. Weber and Hilbert resigned there positions on January 6, 2003.

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.

No remuneration is proposed to be paid in the future directly or
indirectly by the Company to any officer or director, although there
is a Non-Employee Directors and Consultants Retainer Stock Plan which
has been registered with the SEC under a Form S-8, as amended and
restated authorizes a total of 20,000,000 shares.

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 March 31, 2003 (issued and outstanding common stock of 41,952,414)
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 Class    Name and Address               Amount and Nature   Percent of
                  of Beneficial Owner (1)          of Beneficial       Class
                                                  Ownership (2)

Common Stock      Safe at Home Products, Inc.      11,025,000          26.28%
                  1201 East Warner Avenue
                  Santa Ana, California 92705

Common Stock      James J. Weber                   7,287,269(3)        17.37%
                  1201 East Warner Avenue
                  Santa Ana, California 92705

Common Stock      Todd T. Marsh                    7,113,600(4)        16.96%
                  1201 East Warner Avenue
                  Santa Ana, California 92705

Common Stock      Jerry G. Hilbert                 1,029,620 (6)        2.45%
                  1201 East Warner Avenue
                  Santa Ana, California 92705

Common Stock      Shares of all directors         13,166,929 (7)       31.39%
                  and executive officers
                  as a group (2)

(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, 5,157,495 are represented by Mr. Weber's
46.78% interest in Safe at Home Products, Inc.  Of the total amount,
173,669 are 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, 5,157,495 are 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, 515,749 are 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) James T. Marsh has been involved with the Company 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 Company. 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 Company's securities attorney. Mr. Marsh invoices
the Registrant for his services, as requested, at the rate of $50.00
per hour. As of July 1, 2002, Mr. Marsh's services as a consultant
were terminated.

The Company has paid James Marsh $135,400 since January 1998 for his
services to the Company, as follows: 1998: $16,400; 1999: $69,700;
2000: $26,300; and 2001: $23,000. Additionally, he accepted a
convertible promissory note, dated March 22, 1999, in the amount of
$169,600 for services rendered to the Registrant up to that date. The
note, attached as Exhibit 10.1 to this Form 10-KSB, is unsecured and
payable in one payment, including principal and interest at maturity,
bearing an interest rate of 10%. The note was originally due not
later than March 22, 2000; it 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 Company's common stock at a price of $1.00 per share. The
closing market price of the Company's common stock on March 22, 1999
was $2.94. Mr. Marsh's services as a consultant were terminated on
July 1, 2002.

(b) 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.

(c) 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.

(d) On October 23, 2001, Safe at Home Products, Inc. transferred
975,000 shares of the Company's common stock on behalf of the Company
to satisfy liabilities. The 975,000 shares, valued at $65,000 (which
is evidenced by a promissory note, attached as Exhibit 10.9 to this
Form 10-KSB) have been reflected as part of due to stockholders
totaling $112,115 in the financial statements. The closing per share
price of the Registrant's common stock on that day was $0.10.

(e) 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
($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.

On July 17, 2001, the Company entered into consulting agreements with
Messrs. Weber, Hilbert, and Marsh. However, the Company decided to
terminate these agreements, effective on September 1, 2001, prior to
any services being rendered and any compensation being paid.

Mr. Alexander is engaged as a director of another business (World Am
Communications, Inc.); he currently devotes approximately 10-25% 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.

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

ITEM 14. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

Within the 90 days prior to December 31, 2002, the Registrant carried
out an evaluation of the effectiveness of the design and operation of
its disclosure controls and procedures pursuant to Rule 13a-14 under
the Securities and Exchange Act of 1934 ("Exchange Act").  This
evaluation was done under the supervision and with the participation
of the Registrant's President and Chief Financial Officer.  Based
upon that evaluation, they concluded that the Registrant's disclosure
controls and procedures are effective in gathering, analyzing and
disclosing information needed to satisfy the Registrant's disclosure
obligations under the Exchange Act.

(b) Changes in internal controls.

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

Critical Accounting Policies.

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

                                   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.

Dated: May 14, 2003                          Everlert, Inc.

                                             By: /s/ James H. Alexander
                                             James H. Alexander

           CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO THE
        SECURITIES EXCHANGE ACT OF 1934, RULES 13a-14 AND 15d-14 AS ADOPTED
             PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Everlert, Inc. (the
"Company") on Form 10-KSB for the year ended December 31, 2002 as
filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, James H. Alexander, Chief Executive Officer of the
Company, certify, pursuant to Rules 13a-14 and 15d-14 of the
Securities Exchange Act of 1934, as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002, that:

1. I have reviewed this annual report on Form 10-KSB of Everlert, Inc.;

2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present
in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;

b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons
performing the equivalent functions):

a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material weaknesses
in internal controls; and

b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and

6. The registrant's other certifying officers and I have indicated in
this annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.

/s/ James H. Alexander
President
May 14, 2003

                             INDEX TO FINANCIAL STATEMENTS

Report of Independent Certified Public Accountants

Balance Sheet

Statement of Operations

Statement of Stockholders' Deficit

Statement of Cash Flows

Notes to Financial Statements

                  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, 2002, and the related
statements of operations, stockholders' deficit, and cash flows for
the years ended December 31, 2002 and 2001 and the period from
February 3, 1998 (Date of Inception) through December 31, 2002.
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 auditing standards
generally accepted in the United States. Those standards require that
we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our 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, 2002, and the
results of its activities and cash flows for the years ended December
31, 2002 and 2001 and the period from February 3, 1998 (Date of
Inception) through December 31, 2002 in conformity with accounting
principles generally accepted in the United States.

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


L.L. Bradford & Company, LLC
April 16, 2003
Las Vegas, Nevada

                                  EVERLERT, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                DECEMBER 31, 2002

                                     ASSETS

Current assets
Cash                                                          $         -
Total current assets                                                    -
Fixed assets, net                                                  35,266
Total assets                                                       35,266

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accrued liabilities                                               169,402
Due to related parties                                             69,175
Notes payable - related party                                     435,459
Other liability                                                    57,500
Total current liabilities                                         731,536

Total liabilities                                                 731,536

Commitments and contingencies                                           -

Stockholders' deficit 8% cumulative preferred
stock; $.001 par value; 5,000,000 shares
authorized, 16,000 shares issued and outstanding                       16

Common stock; $.001 par value; 50,000,000
Shares authorized, 20,042,477 shares
issued and outstanding                                             23,452

Additional paid-in capital                                      2,182,615

Common stock issued for prepaid consulting Services               (10,000)

Notes receivable for common stock issuance, net                         -

Accumulated deficit                                            (2,892,353)

Total stockholders' deficit                                      (696,270)
Total liabilities and stockholders' deficit                        35,266

                 See Accompanying Notes to Financial Statements

                                EVERLERT, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                          STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                             Period from       Period from      Period from
                                                             February 3         February 3       February 3
                                                                1998               1998            1998
                                                             (Date of          (Date of          (Date of
                                                             inception)        inception)        inception)
                    Year Ended   Year Ended   Year Ended     through            through          through
                    December 31  December 31  December 31   December 31        December 31     December 31
                       2002         2001        2000           2000               2001            2002
<S>                 <C>          <C>          <C>           <C>               <C>             <C>
Revenue             $     -      $      -     $      -      $        -        $          -    $        -

Operating expenses
Amortization and
Depreciation         44,278       143,710      136,642         238,774             382,484       426,762
Bad debt                  -             -      917,625         917,625             917,625       917,625
Research and
Development               -             -       68,766         137,149             237,149       237,149
General and
Administrative      326,116       147,738      108,096         787,286             835,024     1,161,140
Total operating
Expenses            370,394       291,448    1,231,129       2,080,834           2,372,282     2,742,676
Loss from
Operations         (370,394)     (291,448)  (1,231,129)     (2,080,834)         (2,372,282)   (2,742,676)

Other expense
Interest expense     41,153        41,153       37,492          67,371             108,524       149,677
Loss before provision
for income taxes   (411,547)     (332,601)  (1,268,621)     (2,148,205)         (2,480,806)   (2,892,353)

Provision for
income taxes              -             -            -               -                   -             -

Net loss           (411,547)     (332,601)  (1,268,621)     (2,148,205)         (2,480,806)   (2,892,353)

Basic and diluted
loss per common
share                 (0.02)        (0.02)       (0.07)          (0.20)              (0.19)        (0.19)

Basic and diluted
weighted average
common shares
outstanding      22,103,852    20,011,244   19,408,597      10,594,804          12,978,699    14,932,048
</TABLE>



                             See Accompanying Note to Financial Statements

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



<TABLE>
<CAPTION>
                                                                    Common
                                                                    Stock     Notes
                                                         Add'l     Issued    Receiv
                                                         Paid        for      able                 Total
                                   Pre                    In        Pre       for       Accumu      Stock
                                   ferred    Common     Capital     Paid    Common     lated       Holder's
         Outstanding Shares        Stock     Stock                 Consul    Stock     Deficit     Deficit
                 Pre                                               ting     ssuance
                 ferred   Common                                   Svc
<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              -   490,000       -       490     41,610         -          -          -       42,100
price per share

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

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

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

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

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

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

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

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

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

Net loss          -         -        -         -           -        -         -    (450,268)    (450,268)
Balance, December
31, 1999
(RESTATED)   11,000 18,892,485      11    18,892   1,154,458        -  (392,625)   (879,584)     (98,848)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Common stock
 issued to
repay
loan from
related
party
$0.07           -     975,000       -      975     64,025         -         -           -         65,000
Net loss        -           -       -        -          -         -         -    (411,547)      (411,547)

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



               See Accompanying Note to Financial Statements


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



<TABLE>
<CAPTION>
                                                             Period from       Period from      Period from
                                                             February 3         February 3       February 3
                                                                1998               1998            1998
                                                             (Date of          (Date of          (Date of
                                                             inception)        inception)        inception)
                    Year Ended   Year Ended   Year Ended     through            through          through
                    December 31  December 31  December 31   December 31        December 31     December 31
                       2002         2001        2000           2000               2001            2002
<S>                 <C>          <C>          <C>           <C>               <C>             <C>
Cash flows from
operating
activities:
Net loss          $  (411,546)   $ (332,601)  $(1,268,621)   $ (2,068,205)    $ (2,480,806)   $ (2,892,352)

Adjustments to
reconcile net
loss to net
cash used by
operating
activities:
Amortization and
Depreciation           44,277      143,710       136,642         238,774          382,484          426,761
Bad debt                    -            -       917,625         917,625          917,625          917,625
Interest and financing
costs satisfied
in exchange of common
stock                       -            -             -          23,375           23,375           23,375
Stock based
Compensation          212,949       76,000        46,000         133,900          289,900          502,849

Changes in operating
assets
and liabilities:
Decrease in deposits        -       53,500             -         (53,500)               -                -
Increase (decrease) in
accounts payable      (14,217)     (14,827)        8,251          29,044           14,217                -
Increase in accrued
Liabilities            65,012       42,152        37,492          63,238          105,390          170,402
Increase in due to
related parties        22,060       93,715        17,400          17,400          111,115          133,175

Net cash used by
Operating
Activities            (81,465)      61,649      (105,211)       (698,349)        (636,700)        (718,165)

Cash flows from investing
activities:
Purchase of
fixed assets                -      (53,500)            -               -          (53,500)         (53,500)

Net cash used by
investing activities        -      (53,500)            -               -          (53,500)         (53,500)

Cash flows from financing
activities:
Net proceeds from
issuance of notes
payable - related
parties              (161,099)      (5,000)      68,261         246,930           241,930           80,831

Net proceeds from
issuance
of note payable       185,029      (12,250)      12,249         217,849           205,599          390,628

Net proceeds from issuance
of other
liabilities            57,500            -                                                          57,500

Proceeds from
issuance of
preferred stock             -        5,000      10,000           43,001            48,001           48,001

Proceeds from
issuance of
common stock                -            -       5,000          116,932           116,932          116,932

Proceeds from
issuance of
stock subscriptions
payable                     -            -           -           77,773            77,773           77,773

Net cash provided
by financing
activities             81,430       (12,250)    95,510          702,485          690,235           771,665

Net increase
(decrease) in
cash                      (35)       (4,101)    (9,701)           4,136               35                 -

Cash, beginning
of period                  35         4,136     13,837                -                -                 -

Cash, end of period         -            35      4,136            4,136               35                 -

Supplemental disclosure of
cash flow:
Cash paid for
Interest                    -        14,000          -                -           14,000            14,000

Schedule of non-cash investing
and financing activities:
12,000,000 common shares
issued in exchange for
acquired technology         -             -          -         408,528           408,528           408,528

300,000 common shares issued
in exchange
for notes receivable
for common stock
issuance                    -             -          -         450,000           450,000           450,000
300,000 common shares
issued
in exchange
for notes receivable
for common stock
issuance                    -            -     525,000         525,000           525,000           525,000

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

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

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

Other payable
satisfied
through issuance
of
15,000 common
shares                     -            -            -          3,241              3,241             3,241

Other payable
satisfied
through issuance
of
344,992 common
shares                    -            -             -         74,532             74,532            74,532

Other payables
satisfied
through issuance
of
359,992 common
shares                    -            -        77,773         77,773            77,773             77,773
</TABLE>



                            See Accompanying Note 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.

Going concern - The Company incurred net losses of approximately
$411,500 and $332,600 for the years ended December 31, 2002 and
2001 respectively, and its current liabilities exceed the Company's
current assets by approximately $731,500 as of December 31, 2002,
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.

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.

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, 2002, the Company has available net operating
loss carryovers of approximately $2.9 million that will expire in
various periods through 2023.  Such losses may not be fully
deductible due to the significant amounts of non-cash service
costs.  The Company has established a valuation allowance for the
full tax benefit of the operating loss carryovers due to the
uncertainty regarding realization.

New accounting pronouncements - In November 2002, the Financial
Accounting Standards Board issued FASB Interpretation No. 45 ("FIN
No. 45"), Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others
an interpretation of SFAS No. 5, 57, and 107 and rescission of FASB
Interpretation No. 34, was issued. FIN No. 45 clarifies the
requirements of SFAS No. 5, Accounting for Contingencies, relating
to a guarantor's accounting for, and disclosure of, the issuance of
certain types of guarantees. The adoption of the provisions of FIN
No. 45 did not have a material impact on the Company's results of
operations, financial position or cash flows.

Net loss per common share - The Company computes net loss per share
in accordance with SFAS No. 128, Earnings per Share (SFAS 128) and
SEC Staff Accounting Bulletin No. 98 (SAB 98).  Under the
provisions of SFAS 128 and SAB 98, basic net loss per share is
computed by dividing the net loss available to common stockholders
for the period by the weighted average number of shares of common
stock outstanding during the period.  The calculation of diluted
net loss per share gives effect to common stock equivalents;
however, potential common shares are excluded if their effect is
antidilutive.  For the years ended December 31, 2002, 2001 and for
the period from February 3, 1998 (Date of Inception) through
December 31, 2002, no options and warrants were excluded from the
computation of diluted earnings per share because their effect
would be antidilutive.

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, 2002 and 2001 and the period from February 3, 1998
(Date of Inception) through December 31, 2002.

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

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

The Company issued no stock, neither granted warrants or options,
to employees for compensation for the years ended 2002, 2001, and
the period from February 3, 1998 (Date of Inception) through
December 31, 2002.

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

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       408,528
Acquired technology, net                    -

3.  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, 2002, 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, 2001, 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.

4.  STOCKHOLDERS' DEFICIT

Preferred stock - As of December 31, 2002, 16,000 shares of
preferred stock have a conversion feature which may be converted
into shares of the Company's common stock on a basis of 10 shares
of common stock for 1 share of preferred stock.  In addition, these
shares of preferred stock are callable 2 years from the date of
issuance, but before 3 years from the date of issuance at a
redemption rate of 110% of the liquidation value.  Accordingly, the
liquidation value is stated at $3.00 per share of preferred stock.

Preferred stock dividends in arrears - As of December 31, 2002, the
Company has dividends in arrears totaling $12,931.

5.  STOCK BASED COMPENSATION

For the years ended December 31, 2002 and 2001 and the period from
February 3, 1998 (Inception) through December 31, 2002, the Company
incurred expenses resulting from issuance of common stock totaling
$76,000, $46,000 and $289,900, respectively.  The value of these
expenses was primarily determined for the value of services
received.  The following table summarizes the Company's stock based
compensation activities based on the accounts shown on the
statements of operations:

                                                                 Period from
                                                                  February 3,
                                                                1998 (Inception)
                                                                   through
                            December 31        December 31        December 31
                                2002               2001              2002

Consulting                 $  167,949          $    40,000       $   347,949
Research and development            -                   -                300
Professional fees              45,000              36,000            155,000

Total stock based
Compensation                  212,949              76,000            502,849

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

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

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

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

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

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

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

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

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

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

On April 6, 2001, the Company issued 120,000 shares of its common
stock for services rendered in the amount of $36,000 ($0.30 per
share).  These services consisted of professional fees.

During 2001, the Company recognized $40,000 of the $100,000 ($0.50
per share) prepaid consulting services for the August 3, 2000
issuance of 200,000 shares of its common stock.

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

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

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

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

6.  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 $1,500 per month.  For the year ended December 31,
2002 and 2001, rent expense related to Wyvern Technologies, Inc
totaled $4,500 and $6,000, respectively.

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

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

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

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

As of December 31, 2002, the Company borrowed $69,175 from
stockholders of the Company.  The balance bears no interest, is
unsecured and due on demand.

Notes payable - related parties consist of the following at
December 31, 2002:

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

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

Promissory note payable to a stockholder of the Company,
unsecured, bearing an interest rate of 10% and due on
demand.  Holder has option to convert unpaid balances,
including accrued interest, into shares of the Company's
common stock at a price of $1.00 per share                             15,429

Promissory note payable to James T. Marsh,
unsecured, bearing an interest rate of 10% and
due on demand.  Holder has option to convert unpaid balances,
including accrued interest, into shares of the Company's
common stock at a price of $1.00 per share                            169,000

                                                                      435,459

7.  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.

8.  SUBSEQUENT EVENTS

During January 2003, the Company issued 11,499,999 shares of the
Company's common stock in satisfaction of Other Liability totaling
$57,500.

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

                              EXHIBIT INDEX

Number               Description

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

3.1    Articles of Incorporation (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)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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).