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, 2000

OR

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

                COMMISSION FILE NUMBER: 000-28177

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

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

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

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

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

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

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

Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-B is not contained
herein, and will not be contained, to the best of Registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB [  ].

The Registrant had no revenues for the fiscal year ended on
December 31, 2000.  The aggregate market value of the voting
stock held by non-affiliates of the Registrant as of April 1,
2001: Common Stock, par value $0.001 per share -- $5,558,733.  As
of April 1, 2001, the Registrant had 19,922,477 shares of common
stock issued and outstanding.

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

                               TABLE OF CONTENTS

PART I.
                                                                  PAGE

ITEM 1.  DESCRIPTION OF BUSINESS                                     3

ITEM 2.  DESCRIPTION OF PROPERTY                                     9

ITEM 3.  LEGAL PROCEEDINGS                                          10

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

PART II.

ITEM 5.  MARKET FOR COMMON EQUITY
         AND RELATED STOCKHOLDER MATTERS                            10

ITEM 6.  PLAN OF OPERATION                                          13

ITEM 7.  FINANCIAL STATEMENTS                                       20

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
         ON ACCOUNTING AND FINANCIAL DISCLOSURE                     20

PART III.

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
         CONTROL PERSONS; COMPLIANCE WITH SECTION
         16(A) OF THE EXCHANGE ACT                                  22

ITEM 10.  EXECUTIVE COMPENSATION                                    24

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
          OWNERS AND MANAGEMENT                                     24

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS            26

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K                          27

SIGNATURES                                                          29

PART I.

ITEM 1.  DESCRIPTION OF BUSINESS.

Business Development.

Everlert, Inc., a Nevada corporation ("Registrant"), was
originally incorporated on February 3, 1998, and has adopted a
December 31 year-end.  At December 31, 2000 and currently, the
Registrant is a development stage company, since it has not
commenced its planned principal operations.

On April  1, 1999, the Registrant entered into an agreement
to purchase certain smoke and heat detector technology from Safe
at Home Products, Inc., a California corporation, in exchange for
12,000,000 shares of the Registrant's common stock; this
technology was owned by NuCo, Inc., a Nevada corporation and
subsidiary of Safe at Home.  In return, the Registrant received
all of the issued and outstanding common stock of NuCo, Inc. (see
Exhibit 2 to this Form 10-KSB).  The acquisition of this
technology has been accounted for at the historical cost in a
manner similar to a pooling of interests and no goodwill was
recorded.  Acquired technology is amortized over 3 years, and is
calculated as follows:

Acquired technology               $408,528
Less:  accumulated amortization    238,774
Acquired technology, net          $169,754

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).

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 couldn't 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 the Registrant.

(a)  Smoke Detector Marketplace.

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

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

(b)  Product Overview.

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

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

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

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

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

(c)  Product Development.

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

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

lack of funding sources for the Company;

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

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

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

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

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

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

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

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

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

The Registrant does not  have any  relationships with suppliers
to  acquire materials for production of  its yet to  be
manufactured products. The  Registrant, however, is currently
seeking suppliers over its website, as well as through other
industry sources (such as manufacturing catalogs), and expects to
establish relationships with suppliers it seeks to provide smoke
and heat detector products.

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.  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 is current attempting to reach potential customers
through its website and  word of mouth advertising.  In the
future, the Registrant also intends to reach prospective
customers via retail and wholesale stores, strategic
relationships and mail order catalogs (though no written
agreements or purchase commitments have yet been obtained).  The
Registrant intends to sell its products through retail outlets
such as Walmart, Kmart, Target, Sears, Home Depot, Builder's
Square, Lowe's, and Ace Hardware,  Presently, the Registrant has
yet to begin these efforts, but plans to establish a base of
operations by December 31, 2001.  The Registrant believes that
recent developments in technology, specifically the growth of the
Internet as a means of communication, will increase the ability
of the Registrant to reach more individuals and businesses.  The
Registrant has already completed it website development at
www.everlert.com, although approximately $2,000 additional will
need to be invested in technical aspects for acceptance of orders
on this site.  There are not expected to be any security
authorization concerns with this website.

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

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

Obtain funding (including for the final tooling, assembly, and
submission for testing to the Underwriters Laboratories and a
similar procedure in the European Union) in the approximate
amount of $1,000,000 over the next twelve months (see discussion
under "Need for Additional Financing May Affect Operations").

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

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

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

(c)  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.  Therefore, it is estimated that only about 77% of
European houses have these safety devices installed.  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.  Market penetration is greatest in the United Kingdom
and Canada, where the Registrant estimates approximately 77% and
94% of households, respectively, have at least one smoke
detector.  These penetration rates, however, are not necessarily
reflective of the market for residential smoke detectors in other
developed countries such as France, Germany and Japan.
Currently, the Registrant estimates that the use of smoke
detectors in these countries is generally less than 5%.

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 from an estimated 13% in 1988.

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

(e)  General Discussion.

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

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

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

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

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

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

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

As of December 31, 2000, no sales revenues have been generated by
the Registrant. The Registrant does not anticipate that its
revenues will be dependent, however, on any one or even a few
major customers once its revenues begin.

ITEM 2.  DESCRIPTION OF PROPERTY.

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

ITEM 3.  LEGAL PROCEEDINGS.

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

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

None.

PART II.

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

Market Information.

From August 25, 1998 to November 17, 1999, the Registrant's
common stock was traded on the Over the Counter Bulletin Board.
After the latter date, the shares have been traded in the
National Quotation Bureau's Pink Sheets (symbol "EVRL") and the
range of closing bid prices shown below is reported while trading
on the Bulletin Board and the Pink Sheets.  The quotations shown
reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not necessarily represent actual transactions.

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended on December 31, 2000

                                                 High      Low

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

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

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

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

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

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ending on December 31, 1999

                                                 High      Low

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

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

Holders of Common Equity.

As of April 1, 2001, there were approximately 95 shareholders of
record of the Registrant's common stock.

Dividend Information.

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

Equity Securities Sold Without Registration.

The Registrant made the following sales of unregistered
securities during the fiscal year ended December 31, 2000:

(a)  On August 28, 1998, the Registrant issued 305,000 shares of
its common stock for services rendered in the amount of $30,250.
300,000 of these shares were issued under two Subscription
Agreements (see Exhibit 4 to this Form 10-KSB) under which the
Registrant issued the shares, along with warrants covering the
issuance of 300,000 shares of common stock (exercisable at $1.50
per share for a period of one year) ("A Warrants"), and warrants
covering the issuance of 300,000 shares of common stock
(exercisable at $1.75 per share for a period of one year) ("B
Warrants").  The closing per share price of the Registrant's
common stock on the closet prior trading day (August 26, 1998)
was $2.50.

The B Warrants, covering 300,000 shares, were exercised
prior to April 7, 1999.  However, the shares underlying the B
Warrants were actually issued in March 2000.  The subscription
receivable for the exercise of the B Warrants is covered by two
promissory notes, dated April 5, 1999, each for $262,500 (see
Exhibits 10.6 and 10.7 to this Form 10-KSB).  These promissory
notes were due and payable not later than July 5, 1999 (extended
to March 31, 2001 by oral agreement of the parties).

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

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

(d)  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 $90,000.  The closing
per share price of the Registrant's common stock on the closet
prior trading day (April 26, 2000) was $2.25.

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

(f)  On September 29, 2000, the Registrant issued
50,000 of its common stock to one accredited investor for $5,000
in cash.  The closing per share price of the Registrant's common
stock on the closest prior trading day (August 16, 2000) was $2.00.

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 through April 5, 1999 were
undertaken pursuant to the limited offering exemption from
registration under the Securities Act of 1933 as provided in Rule
504 under Regulation D as promulgated by the U.S. Securities and
Exchange Commission.  All offerings made after that date were
undertaken under Rule 506 of Regulation D.  The Rule 506
offerings also were made only to sophisticated investors; that
is, the investor either alone or with his purchaser
representative(s) has such knowledge and experience in financial
and business matters that he is capable of evaluating the merits
and risks of the prospective investment, or the issuer reasonably
believes immediately prior to making any sale that such purchaser
comes within this description.

ITEM 6.  PLAN OF OPERATION.

Twelve Month Plan of Operation.

The operational period from February 3,  1998 to December 31,
2000, achieved two main goals for the Corporation: (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).  In order to qualify for relisting on the Bulletin
Board, the Registrant must comply with the new eligibility rules
of this exchange, which require that all listed companies be
reporting companies.  Accordingly the Registrant filed its Form
10-SB Registration Statement with the Securities and Exchange
Commission on November 18, 1999; the Registrant must clear
comments on this Registration Statement to be eligible for relisting.

The Registrant currently has no working capital.
Realization of sales of the Registrant's products during the
fiscal year ending December 31, 2001 is vital to its plan of
operations.  The Registrant believes that its initial revenues
will be primarily dependent upon the its ability to cost-
effectively and efficiently develop and market smoke and heat
detectors.  The Registrant designates as its priorities for the
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) developing relationships with
strategic partners (this must await further funding for the
Registrant); (c) responding to competitive developments (the
Registrant has already accomplished this by designing its
detector products to offer features not found in competing
models); and (d) attracting, retaining and motivating qualified
personnel (this must await further funding for the Registrant).

Management of the Registrant believes that the need for
additional capital going forward will be derived somewhat from
earnings generated from the sale of its products.  In such case,
it is the intent of the Registrant to seek to raise additional
capital via a private placement offering.  The Registrant
currently has a stock subscription receivable at December 31,
2000 for common stock in the amount of $917,625.  As of that
date, management of the Registrant believes the collectibility of
this receivable may be in doubt.  Accordingly, an allowance for
doubtful accounts was recorded in the financial statements for
the full amount of the stock subscriptions receivable; however,
the Registrant plans to take necessary actions to collect these funds.

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
operating period February 3, 1998 to December 31, 2000, totaling
$2,000,834.  Expenditures were primarily due to costs incurred
for amortization expenses, consulting fees, engineering, and
general and administrative expenses.  The Registrant's
consulting expenses were incurred from its public listing process
on the Over-the-Counter Bulletin Board.  Due to the significant
operating expenses, as well as interest expense in the amount of
$67,371, the Registrant experienced a net loss of  $2,068,205 for
this period.  The Registrant anticipated incurring this loss
during the initial commencement of  operations until such time
that it will realize revenues from operations in the fiscal year 2001.

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.

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 $370,268 for the
fiscal year ended December 31, 1999 and $1,268,621 for the fiscal
year ended December 31, 2000.  The Registrant's current
liabilities exceed its current assets by $458,744 as of December
31, 1999 and $534,325 as of December 31, 2000.  At December 31,
2000, the Registrant had an accumulated deficit of $2,068,205.

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

Since inception, the Registrant has financed operations
primarily through private  placements of common stock, and
certain borrowings.  In addition to two promissory notes between
the Registrant and its directors (see "Certain Relationships and
Related Transactions"), the Registrant has also borrowed $181,849
from an unrelated party.  This promissory is unsecured, due on
demand and payable in one payment including principal and
interest at maturity, bearing an interest rate of 10%.
Additionally, the holder has the option to convert any unpaid
balances, including accrued interest, into shares of the
Registrant's common stock at a price of $1.00 per share.

Current funds available to the Registrant will not be
adequate for it to be competitive in the areas in which it
intends to operate.  The Registrant's continued operations, as
well as the implementation of its business plan, therefore will
depend upon its ability to raise additional funds through bank
borrowings, equity or debt financing.  The Registrant estimates
that it will need to raise approximately $1,000,000 over the next
twelve months for such purposes.  However, adequate funds may not
be available when needed or may not be available on favorable
terms to the Registrant.  The ability of the Registrant to
continue as a going concern is dependent on additional sources of
capital and the success of the Registrant's business plan.
Regardless of whether the Registrant's cash assets prove to be
inadequate to meet the Registrant's operational needs, the
Registrant might seek to compensate providers of services by
issuance of stock in lieu of cash.

If funding is insufficient at any time in the future,  the
Registrant may not be able to take advantage of business
opportunities or respond to competitive pressures, any of which
could have a negative impact on the business, operating results
and financial condition.  In addition, if additional shares were
issued to obtain financing, current shareholders may suffer a
dilutive effect on their percentage of stock ownership in the
Registrant.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The smoke detector industry in general is a speculative venture
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)  Control by Officers and Directors Over Affairs of Registrant
May Override Wishes of Other Stockholders.

The Registrant's officers and directors beneficially own
approximately 61% of the outstanding shares of the Registrant's
common stock.  As a result, such persons, acting together, have
the ability to exercise significant influence over all matters
requiring stockholder approval.  Accordingly, it could be
difficult for the investors hereunder to effectuate control over
the affairs of the Registrant.  Therefore, it should be assumed
that the officers, directors, and principal common shareholders
who control these voting rights will be able, by virtue of their
stock holdings, to control the affairs and policies of the
Registrant.

(k)  Loss of Any of Current Management Could Have Adverse Impact
on Business and Prospects for Registrant.

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

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

(l)  Conflicts of Interest May Affect Ability of Officers and
Directors to Make Decisions in the Best Interests of Registrant.

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

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

(m)  Limitations on Liability, and Indemnification, of Directors
and Officers May Result in Expenditures by Registrant.

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

(n)  Absence of Cash Dividends May Affect Investment Value of
Registrant's Stock.

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

(o)  No Cumulative Voting May Affect Ability of Some Shareholders
to Influence Mangement of Registrant.

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

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

(q)  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.

(r)  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.

Forward Looking Statements.

The foregoing Plan of Operation contains "forward looking
statements" within the meaning of Rule 175 of the Securities Act
of 1933, as amended, and Rule 3b-6 of the Securities Act of 1934,
as amended, including statements regarding, among other items,
the Registrant's business strategies, continued growth in the
Registrant's markets, projections, and anticipated trends in the
Registrant's business and the industry in which it operates.  The
words "believe," "expect," "anticipate," "intends," "forecast,"
"project," and similar expressions identify forward-looking
statements.  These forward-looking statements are based largely
on the Registrant's expectations and are subject to a number of
risks and uncertainties, certain of which are beyond the
Registrant's control.  The Registrant cautions that these
statements are further qualified by important factors that could
cause actual results to differ materially from those in the
forward looking statements, including, among others, the
following: reduced or lack of increase in demand for the
Registrant's products, competitive pricing pressures, changes in
the market price of ingredients used in the Registrant's products
and the level of expenses incurred in the Registrant's
operations.  In light of these risks and uncertainties, there can
be no assurance that the forward-looking information contained
herein will in fact transpire or prove to be accurate.  The
Registrant disclaims any intent or obligation to update "forward
looking statements."

ITEM 7.  FINANCIAL STATEMENTS.

Financial statements as of and for the year ended December
31, 2000, and for the year ended December 31, 1999 are presented
in a separate section of this report following Part III, Item 13.

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

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

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

The Registrant has requested Mr. Friedman to respond to the
Securities and Exchange Commission regarding his agreement with
the statements made by the Registrant in response to Item
304(a)(1) of Regulation S-B.  The Registrant has received a
letter from Mr. Friedman agreeing to such statements (see Exhibit
16.1 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 was engaged to serve as the new principal accountants to
audit the Registrant's financial statements for the 1998 and 1999
fiscal years.  This engagement was based on a determination by
the Registrant in preparing the unaudited financial statements
for the quarter ended March 31, 2000 that its statements did not
reconcile with those prepared by Mr. Slayton for the fiscal year
ended December 31, 1999.  The decision to retain the new firm was
approved by the Board of Directors.  During the Registrant's two
most recent fiscal years, and the subsequent interim period prior
to engaging those accountants, neither the Registrant (nor
someone on its behalf) consulted the newly engaged accountants
regarding any matter in connection with the application of
accounting principles to a specific completed or contemplated
transaction, or the type of audit opinion that might be rendered
on the Registrant's financial statements.

(c)  There were no "reportable events" as described in Item
304(a)(1)(iv)(B)1 through 3 of Regulation S-B that occurred
within the Registrant's two most recent fiscal years and the
subsequent interim period preceding the former accountant's
dismissal.  In addition, during the Registrant's two most recent
fiscal years and any subsequent interim period preceding the
dismissal of Mr. Slayton, other than as set forth below, there
were no disagreements with the former accountant on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.

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

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

The Registrant's current independent accountants have reviewed
the effect on the financial statements if the method had been
followed which the former accountant apparently would have
concluded was required and have made certain changes to the
audited financial statements of the Registrant for the fiscal
year ended December 31, 1999.

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

PART III.

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

Directors and Executive Officers.

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

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

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

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

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

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

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

Section 16(a) of the Securities Exchange Act of 1934 requires the
Registrant's directors,  certain officers and persons holding 10%
or more of the Registrant's common stock to file reports
regarding their ownership and regarding their acquisitions and
dispositions of the Registrant's common stock with the Securities
and Exchange Commission.  Such persons are required by SEC
regulations to furnish the Registrant with copies of all Section
16(a) forms they file.

Based solely upon a review of Forms 3 and 4 and amendments
thereto furnished to the registrant under Rule 16a-3(d) during
fiscal 2000, Forms 5 with respect to fiscal 2000, and certain
written representations from executive officers and directors,
the Registrant is aware that the directors and executive
officers, and 10% shareholders inadvertently failed to file Form
3's at the time the Registrant became a reporting company on
January 17, 2000.  These Form 3's have been prepared and filed
with the SEC.  The Registrant is unaware of any other filings
that have not been timely made.

ITEM 10.  EXECUTIVE COMPENSATION.

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

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

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

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

The following table sets forth information regarding
the beneficial ownership of shares of common stock of the Company
("Shares") as of April 1, 2001 (issued and outstanding common
stock of 19,922,477) by (i) all stockholders known to the Company
to be beneficial owners of more than 5% of the outstanding common
stock; and (ii) all officers and directors of the Company, and as
a group (each person has sole voting power and sole dispositive
power as to the shares shown):

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

Common     Safe at Home Products, Inc.(2)  12,000,000         60.23%
Stock      1201 East Warner Avenue
           Santa Ana, California 92705

Common     Terry G. Marsh (3)               2,010,000         10.09%
Stock      6281 Tweedholm Court
           San Jose, California 95120


Common     James J. Weber (4)               1,673,669          8.40%
Stock      1201 East Warner Avenue
           Santa Ana, California 92705

Common     Todd T. Marsh (5)                1,500,000          7.53%
Stock      1201 East Warner Avenue
           Santa Ana, California 92705

Common     Jerry G. Hilbert (6)               468,260          2.35%
Stock      1201 East Warner Avenue
           Santa Ana, California 92705

Common     Shares of all directors and (7)  14,141,929        70.98%
Stock      executive officers as a group (2
           persons)

(1)  Other than as set forth below, none of these security
holders has the right to acquire any amount of the Shares from
options, warrants, rights, conversion privilege, or similar
obligations.

(2)  Safe at Home Products, Inc. is collectively controlled by
Mr. Weber and Mr. Hilbert.

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

(4)  Of this amount, 173,669 are represented by shares from a
convertible promissory note between the Company and Wyvern
Technologies, Inc., which is controlled by Mr. Weber (see
"Certain Relationships and Related Transactions").

(5)  These shares are held in the name of Sigam Investments,
Inc., which is controlled by Todd T. Marsh.

(6)  Of this amount, 68,260 are represented by shares from a
convertible promissory note between the Company and Mr. Hilbert
(see "Certain Relationships and Related Transactions").

(7)  Includes the shares owned by Safe at Home Products, Inc.
The other major shareholder of that firm is Sigam Investments,
Inc.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Other than as set forth below, there are no relationships,
transactions, or proposed transactions to which the Registrant
was or is to be a party, in which any of the named persons set
forth previously had or is to have a direct or indirect material
interest.

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

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

(c)  On March 22, 1999, the Registrant borrowed $173,770
from Wyvern Technologies, Inc., which is controlled by Mr. Weber.
The note is unsecured, due on demand and payable in one payment
including principal and interest at maturity, bearing an interest
rate of 10%.  Additionally, the holder has the option to convert
any unpaid balances, including accrued interest, into shares of
the Registrant's common stock at a price of $1.00 per share.

(d)  On July 14, 2000, the Registrant borrowed $68,260 from
Mr. Hilbert.  The promissory note is unsecured, payable in one
payment including principal and interest at maturity, bearing an
interest rate of 10%, and maturing on July 14, 2001 (see Exhibit
10.3 to this Form 10-KSB).  Additionally, the holder has the
option (under the terms of the promissory note) to convert any
unpaid balances, including accrued interest, into shares of the
Registrant's common stock at a price of $1.00 per share.

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.

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

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

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

Exhibits.

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

Reports on Form 8-K.

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

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

(b)  An amended Form 8-K to clarify the prior Form 8-K filing.

Index to Financial Statements.                                    Page

Report of Independent Certified Public Accountants                  30

Balance Sheet as of December 31, 2000                               31

Statements of Operations for the year ended
December 31, 2000 and the year ended December 31, 1999              32

Statement of Changes in Stockholders' Deficit
for the year ended December 31, 2000
and the year ended December 31, 1999                                33

Statements of Cash Flows for the year ended
December 31, 2000 and the year ended December 31, 1999              36

Notes to Financial Statements                                       38

                               SIGNATURES

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


                                   Everlert, Inc.



Dated: April 11, 2001              By: /s/ James J. Weber
                                   James J. Weber, President

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

Signature                    Title                         Date

/s/  James J. Weber       President/Treasurer             April 11, 2001
James J. Weber           (principal financial and
                          accounting officer)/Director

/s/  Jerry G. Hilbert     Vice President/Director         April 11, 2001
Jerry G. Hilbert


L.L. BRADFORD & COMPANY, LLC
Certified Public Accountants & Consultants

         REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

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

We have audited the accompanying balance sheet of Everlert, Inc.
(A Development Stage Company) as of December 31, 2000, and the
related statements of operations, stockholders' deficit, and cash
flows for the years ended December 31, 2000 and 1999 (restated)
and the period from February 3, 1998 (Date of Inception) through
December 31, 2000.  These financial statements are the
responsibility of the Company's management.  Our responsibility
is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted
auditing standards in the United States of America. Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable
basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Everlert, Inc. (A Development Stage Company) as of December
31, 2000, and the results of its activities and cash flows for
the years ended December 31, 2000 and 1999 (restated) and the
period from February 3, 1998 (Date of Inception) through December
31, 2000 in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed
in Note 9 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 9.  The financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.

As more fully described in Note 9, subsequent to the issuance of
the Company's December 31, 1999 financial statements and audited
report thereon dated March 20, 2000, the Company became aware
certain account balances did not reflect their historical basis.
In the original report, the auditor expressed an unqualified
opinion on the December 31, 1999 financial statements, and our
opinion on the revised statements, as expressed herein, remains
unqualified.

/s/  L.L. Bradford & Company, LLC
L.L. Bradford & Company, LLC
March 26, 2001
Las Vegas, Nevada

2901 El Camino Avenue, Suite 105, Las Vegas, Nevada 89102  (702)
735-5030   Facsimile (702) 735-4854


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

                                   ASSETS

Current assets

Cash                                      $  4,136
Total current assets                         4,136

Other assets

Acquired technology, net                   169,754

Deposits                                    53,500

                                           223,254

Total assets                            $  227,390

             LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities

Accounts payable                        $   29,044
Accrued liabilities                         63,238
Due to related party                        17,400
Notes payable - related party              246,930
Note payable                               181,849

Total current liabilities                   538,461

Total liabilities                           538,461

Commitments and contingencies                     -
Stockholders' equity
8% cumulative preferred stock; $.001
par value; 5,000,000 shares authorized,
14,333 shares issued and outstanding             14

Common stock; $.001 par value;
50,000,000 shares authorized,
19,552,477 shares issued and
outstanding, including 600,000
shares subscribed                           19,922
Additional paid-in capital               1,827,198
Common stock issued for prepaid
Consulting services                        (90,000)
Stock subscriptions receivable, bet              -
Accumulated deficit                              -
Total stockholders' deficit             (2,068,205)
                                          (311,071)
Total liabilities and stockholders'
deficit                                  $ 227,390

See Accompanying Notes to Financial Statements

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


                                                          Period from
                                                        February 3, 1998
                                       Year Ended       (Date of Inception)
                        Year Ended     December 31           through
                        December 31    1999             December 31, 2000
                        2000           (RESTATED)

Revenue                           -              -                    -

Operating expenses
Amortization                136,642        102,132              238,774
Bad debt                    917,625              -              917,625
Research and development     68,766            733              137,149
General and administrative  108,096        239,391              707,286

Total operating expenses  1,231,129        342,256            2,000,834

Loss from operations     (1,231,129)      (342,256)          (2,000,834)

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

Loss before provision for
income taxes             (1,268,621)      (370,268)          (2,068,205)

Provision for income
taxes                              -             -                    -

Net loss                  (1,268,621)     (370,268)          (2,068,205)

Basic and diluted loss per
common share                   (0.07)        (0.05)               (0.20)

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

See Accompanying Notes to Financial Statements

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


                                                       Stock
                Outstanding                            Subcrip          Total
                   Shares       Pref          Add'l    tion    Accumu   Stock
                Pref            erred  Common Paid In  Receiv  lated    Holders
                erred  Common   Stock  Stock  Capital  able    Deficit  Equity

Balance at
February 3
1998
(Date of
inception)          -       -   $   -  $    - $     -  $    -  $     -  $     -

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

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

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

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

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

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

Common stock
issued for
expenses $0.025
weighted
average price
per share           -   2,024,000  -   2,024  43,776       -       -     45,800

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

Common stock
issued for
stock
subscription
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       -          -   -       -        -        - (370,268)  (370,268)

Balance
December 31
1999 RESTATED
      11,000 18,892,485  11   18,892  1,074,458 - (392,625)(799,584)   (98,848)

Common stock
Issued for
Payment of
Subscrip
Tions
Payable      -  359,992   0      360     77,413 -        -        -     77,773

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     -       -   -         -         -    10,000  -        -    10,000

Allowance
For bad
Debt
Established
For
Subscriptions
Receivable   -      -   -         -          -         - 917,625   -   917,625

Common stock
Issued for
Cash $0.010  -  50,000  -        50       4,950        -       -    -     5,000

Net Loss    -      -  -       -          -       -      - (1,258,621)(1,268,621)

Balance
December
31
2000  14,333 19,922,477  14  19,922 1,827,198 (90,000) -  (2,068205)   (311,071)

See Accompanying Notes to Financial Statement

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



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

Cash flows from
operating
activities:

Net loss       $    (1,268,621)     $      (370,268)      $ (2,068,205)
Adjustments
to reconcile
net loss to
net cash used
by operating
activities:
Amortization           136,642              102,132           238,774
Bad debt                                          -
Interest and
financing costs
satisfied in
exchange of
common stock           917,625                    -           917,625
Stock based
Compensation                 0               23,375            23,275

Changes in
operating assets
and
liabilities:            46,000               45,800           133,900
Increase in
deposits                    -               (53,500)           (53,500)

Increase
(decrease) in
accounts payable          8,251             (318,489)           29,044

Increase in accrued
liabilities             37,492                23,879            63,238

Increase in due
To related
Parties                 17,400                     0            17,40

Net cash used
by operating
activities            (105,211)            (547,071           (698,349)

Cash flows
from financing
activities:
Proceeds from
issuance of notes
payable - related
party                   68,261              173,669            246,930

Proceeds from
issuance of note
payable                 12,249              169,600            217,849

Proceeds from
issuance of
preferred stock         10,000               33,001             43,001

Proceeds from
issuance of
common stock             5,000              106,132           116,932

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

Net cash
provided by
financing
activities              95,510              560,175            702,485

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

Cash, beginning
of period               13,837                  733                  -

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


Supplemental
disclosure of cash
flow:
Cash paid for
interest                     -                     -                 -

Schedule of
non-cash
investing and
financing
activities:

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

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

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

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

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

See Accompanying Notes to Financial Statement

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

Description of business - Everlert, Inc. (hereinafter referred to
as the "Company") is a development stage company that plans to
develop, manufacture, and market voice record and playback smoke
detectors and related products including heat sensor Christmas
tree ornaments.  The Company was incorporated in the State of
Nevada on February 3, 1998.

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

Fixed assets - Fixed assets are stated at cost less accumulated
depreciation.  Depreciation is provided principally on the
straight-line method over the estimated useful lives of the
assets.  The cost of repairs and maintenance is charged to
expense as incurred.  Expenditures for property betterments and
renewals are capitalized.  Upon sale or other disposition of a
depreciable asset, cost and accumulated depreciation are removed
from the accounts and any gain or loss is reflected in other
income (expense).  Currently, the Company has no fixed assets.

Acquired technology - The acquired technology is amortized
principally on the straight-line method over a period of 3 years.
The Company periodically evaluates whether events and
circumstances have occurred that may warrant revision of the
estimated useful life of the acquired technology or whether the
remaining balance of the acquired technology should be evaluated
for possible impairment.  The Company uses an estimate of the
related undiscounted cash flows over the remaining life of the
intangible asset in measuring their recoverability.

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

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

As of December 31, 2000, the Company has available net operating
loss carryovers of approximately $2 million that will expire in
various periods through 2015.  Such losses may not be fully
deductible due to the significant amounts of non-cash service
costs.  The Company has established a valuation allowance for the
full tax benefit of the operating loss carryovers due to the
uncertainty regarding realization.

Comprehensive income (loss) - The Company has no components of
other comprehensive loss.  Accordingly, net loss equals
comprehensive loss for all periods.

Advertising costs - The Company recognizes advertising expenses
in accordance with Statement of Position 93-7 "Reporting on
Advertising Costs."  Accordingly, the Company expenses the costs
of producing advertisements at the time production occurs, and
expenses the costs of communicating advertisements in the period
in which the advertising space or airtime is used.  The Company
has incurred no significant advertising costs for the years ended
December 31, 2000 and 1999 and the period from February 3, 1998
(Date of Inception) through December 31, 2000.

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

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

2.  ACQUIRED TECHNOLOGY

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

Acquired technology             $  408,528
Less:  accumulated amortization    238,774
Acquired technology, net        $  169,754

3.  DEPOSITS

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

4.  NOTE PAYABLE

As of December 31, 2000 the Company borrowed $181,849.  The note
is unsecured, bearing an interest rate of 10%, and is due on
demand.  Additionally, the holder has the option to convert any
unpaid balances, including accrued interest, into shares of the
Company's common stock at a price of $1.00 per share.

5.  STOCK SUBSCRIPTIONS RECEIVABLE

The Company entered into several Promissory Note Agreements
("Agreements") during 1999 to exercise warrants to acquire
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 stock subscriptions
receivable was reduced by $57,375 to satisfy the Company's debt.
Accordingly, 38,250 shares of the Company's common stock were
transferred from a stock subscription holder to the debt holders
for full satisfaction of such debts.

During 1999, the Company issued 300,000 shares of common stock as
a result of warrants exercised at an exercise price of $1.50 per
share.  In consideration, the Company received a promissory note
for the value of the warrants exercised totaling $450,000,
recorded as a stock subscription receivable.  In September 1999,
38,250 shares of the Company's common stock were transferred from
the stock subscription issuer to a party indebted by the Company.
As a result, the Company satisfied an obligation totaling $57,375
and reduced its stock subscription receivable 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 promissory note
for the value of the warrants exercised totaling $525,000,
recorded as a stock subscription receivable.

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

6.  STOCKHOLDERS' EQUITY

Preferred stock - As of December 31, 2000, 14,333 shares of
preferred stock have a conversion feature which may be converted
into shares of the Company's common stock on a basis of 10 shares
of common stock for 1 share of preferred stock.  In addition,
these shares of preferred stock are callable 2 years from the
date of issuance, but before 3 years from the date of issuance at
a redemption rate of 110% of the liquidation value.  Accordingly,
the liquidation value is stated at $3.00 per share of preferred stock.

7.  RELATED PARTY TRANSACTIONS

The Company operates from a leased facility under a month-to-
month operating lease.  The Company leases the facility from
Wyvern Technologies, Inc. (an entity controlled by the president
of the Company) for $2,500 per month.  For the year ended
December 31, 2000 and 1999 rent expense related to Wyvern
Technologies, Inc. totaled $10,000 and $10,984, respectively.

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

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

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

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

                                                            $246,930

8.  COMMITMENTS AND CONTINGENCIES

Non-competition agreement - In April 1999, the Company signed a
non-competition agreement with Safe at Home Products, Inc. for a
period of 5 years, whereby Safe at Home Products, Inc. will not
engage or conduct, directly or indirectly, any business in
competition with the Company.  This agreement was related to
technology acquired from Safe at Home Products, Inc. (see Note
2).  No value has been assigned to this agreement due to the
common ownership between Safe at Home Products, Inc. and the Company.

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

9.  RESTATED FINANCIAL STATEMENTS

Subsequent to the issuance of the Company's financial statements,
management became aware certain account balances did not properly
reflect their historical basis as of December 31, 1999, for the
year ended December 31, 1999, the period from February 3, 1998
(date of inception) through December 31, 1998, and the period
from February 3, 1998 (date of inception) through December 31,
1999.  The Company has revised the financial statements for
fiscal year 1999 to reflect the historical basis of these certain
account balances resulting in decreased assets by $21,134 and
liabilities by $54,173 at December 31, 1999, increased
(decreased) net loss by $20,677 ($0.003 per weighted average
common share outstanding), $(31,303) ($0.01 per weighted average
common share outstanding), and $(96,26) ($0.002 per weighted
average common share outstanding) for the year ended December 31,
1999, the period from February 3, 1998 (date of inception)
through December 31, 1998, and the period from February 3, 1998
(date of inception) through December 31, 1999, respectively.

10.  GOING CONCERN

The Company incurred net losses of approximately $1,268,000 and
$370,000 for the years ended December 31, 2000 and 1999
respectively, and its current liabilities exceed the Company's
current assets by approximately $534,000 as of December 31, 2000.
The Company plans to complete the development of its voice record
and playback smoke detector, along with the heat sensor Christmas
tree ornaments.  The Company will seek additional sources of
capital through the issuance of debt or equity financing, but
there can be no assurance the Company will be successful in
accomplishing its objectives.

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

                               EXHIBIT INDEX

Number                    Exhibit Description

2     Share Exchange Agreement between the Company 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 24,
      2000).

3.1   Articles of Incorporation (incorporated by reference to
      Exhibit 3.1 of the Form 10-SB/A filed on October 24, 2000).

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 24, 2000).

3.3   Bylaws (incorporated by reference to Exhibit 3.3 of the Form
      10-SB/A filed on October 24, 2000).

4     Form of Subscription Agreement used by the Company
     (incorporated by reference to Exhibit 4 of the Form 10-SB/A filed
      on April 6, 2001).

10.1  Convertible Promissory Note between the Company and James T.
      Marsh, dated March 22, 1999 (incorporated by reference to Exhibit
      10.1 of the Form 10-SB/A filed on October 24, 2000).

10.2  Convertible Promissory Note between the Company and Wyvern
      Technologies, Inc., dated March 22, 1999 (incorporated by
      reference to Exhibit 10.2 of the Form 10-SB/A filed on October
      24, 2000).

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 April 12, 2001).

10.4  Class A Note issued by Rich Bourg Financial, Ltd. in favor
      of the Company, dated April 5, 1999 (incorporated by reference to
      Exhibit 10.4 of the Form 10-SB/A filed on April 12, 2001).

10.5  Class A Note issued by Noved Holdings, Inc. in favor of the
      Company, dated April 5, 1999 (incorporated by reference to
      Exhibit 10.5 of the Form 10-SB/A filed on April 12, 2001).

10.6  Class B Note issued by Rich Bourg Financial, Ltd. in favor
      of the Company, dated April 5, 1999 (incorporated by reference to
      Exhibit 10.6 of the Form 10-SB/A filed on April 12, 2001).

10.7  Class B Note issued by Noved Holdings, Inc. in favor of the
      Company, dated April 5, 1999 (incorporated by reference to
      Exhibit 10.7 of the Form 10-SB/A filed on April 12, 2001).

10.8  Convertible Promissory Note between the Company and Jerry G.
      Hilbert, dated July 14, 2000 (incorporated by reference to
      Exhibit 10.3 of the Form 10-SB/A filed on October 24, 2000).

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 April 12, 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 Company (incorporated by reference to
      Exhibit 21 of the Form 10-KSB/A filed on September 8, 2000).