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, 1999

     [_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

          For the transition period from _________ to ___________.

Commission File Number: 0-26239

                             BE SAFE SERVICES, INC.
             (Exact Name of Registrant as Specified in its Charter)


State of Delaware                                                11-3479172
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

              62-45 Woodhaven Boulevard, Rego Park, New York 11374
                    (Address of Principal Executive Offices)

                                 (718) 651-5400
                            Issuers telephone number

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

Securities to be registered pursuant to Section 12(g) of the Act:

                         Common Stock, $.0001 par value
                         ------------------------------
                                (Title of class)

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 by
reference  in Part III of this Form 10-KSB or any  amendment to the Form 10-KSB.
[_]

     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) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]

State Issuer's revenues for its most fiscal year $14,730

There are no recent quotes available for the Issuer's common stock. Accordingly,
the  Registrant is unable to determine the aggregate  market value of the voting
stock held by nonaffiliates of the Issuer as of any recent date.

On March 27, 2000, the Issuer had outstanding  4,535,000 shares of Common Stock,
which is the Issuer's only class of common stock.

<PAGE>


                                     PART I

ITEM 1.   DESCRIPTION OF THE BUSINESS

HISTORY

     Be Safe Services, Inc., which we sometimes refer to here as the Company was
organized in the State of Delaware on March 16, 1999. The Company,  on a limited
basis,  distributes,  installs and services alarm,  surveillance systems, closed
circuit  televisions  and  intercom  equipment.   We  also  provide  prospective
customers with enhanced services that include:

     -    extended service protection;

     -    patrol and alarm response;

     -    two-way voice communication;

     -    pager service;

     -    medical information service;

     -    cellular back-up; and

     -    mobile security service.

BUSINESS

     Our principal  activity is responding to the immediate  security and safety
needs of our customers 24 hours a day. The Company  expects that the majority of
its revenue will be generated from installing,  maintaining and monitoring alarm
systems in our customers' homes and businesses.

     We  provide  our  services  to the  residential  (both  single  family  and
multifamily residences), commercial and wholesale customers. We believe that the
residential  customer  is the most  attractive  segment  of the  alarm  business
because of a lower  percentage  of  residences  currently  having  alarms versus
businesses and therefore  this segment has the largest  potential for growth and
higher gross margins.

     In the New York  metropolitan  area a large  percentage  of the  population
reside in multifamily  dwellings.  We intend to market our products and services
primarily to developers,  building  owners,  cooperative  boards and managers of
apartment complexes.  We believe this targeted group is the most effective means
of generating sales in the multifamily dwelling market.

THE SECURITY ALARM INDUSTRY

     The  North  American  security  industry  is  large,  growing  rapidly  and
characterized  by  a  lower  percentage  of  residences   having  alarms  versus
businesses.  We believe that several favorable demographic trends, including the
aging  population,  two-income  families,  home  officing,  as well as a  strong
economy and increased  perception of crime have all  contributed to an increased
demand for security alarms and related services.


                                       2

<PAGE>


OPERATIONS

     Our operations consist  principally of installing  security alarms systems,
alarm monitoring and customer service functions.

     Security alarm systems include many different types of devices installed at
customers'  premises  designed to detect or to react to various  occurrences  or
conditions,  such as  intrusion  or the  presence of fire or smoke.  In general,
systems for multifamily and residential  applications tend to be smaller in size
than those used by commercial customers, and also tend to generate a lower level
of alarm signals than in commercial applications. These devices are connected to
a  computerized  control  panel that  communicates  through the phone lines to a
service center.  In most systems,  control panels can identify the nature of the
alarm and the areas within a building  where the sensor was  activated,  and can
transmit that information to a central monitoring station.

     The basic system to be sold by us will include  monitoring of the front and
back doors of a home, one keypad, an interior motion detection device, a central
processing unit with the ability to communicate  signals to a central monitoring
station,  a panic button,  a siren,  window  decals and a yard sign.  This basic
system often will be offered for little or no up-front  price,  but will be sold
to a customer with  additional  equipment  customized  to a customer's  specific
needs.  Such  equipment  add-ons  include  additional   perimeter  and  interior
protection,  fire protection  devices (heat and smoke detectors),  environmental
protection devices (freeze sensors and water detectors, additional panic buttons
and home automation devices (lighting or appliance controls). Our employees will
provide all services related to the installation of security alarm systems.

Customer Contracts

     Our alarm  monitoring  customer  contracts will be entered into between the
Company and the customer and generally  will have initial terms ranging from one
to five years in duration, and provide for automatic renewals for a fixed period
(typically one year) unless we or the customer  elects to cancel the contract at
the end of its term.

     Typically,  the  Company  and the  customers  enter into  alarm  monitoring
contracts that include a bundled monthly charge for monitoring, extended service
protection and a rebate  against the  homeowners'  insurance  deductibles in the
event of a loss.  All payments are made  directly to the Company.  In turn,  the
Company will pay a  monitoring  company for  monitoring a particular  customer's
alarm system. The Company will retain  approximately 65% of the customers annual
monitoring  contract.  This percentage  differs depending upon the other service
items bundled in the contract.  Extended  service  protection  covers the normal
costs of repair of the  security  system  after the  expiration  of the security
system's initial warranty period. A typical homeowners  insurance policy carries
a deductible,  usually between $100 and $1,000. Our proposed rebate program will
cover the customer for the deductible  portion of their  homeowner's  insurance.
Although a customer may elect to sign an alarm monitoring contract that excludes
extended service  protection,  few customers choose to do so, and we believe the
bundling of monitoring and extended service protection provides additional value
to customers and allows us to provide more efficient field repair services.


                                       3

<PAGE>


     We intend to contract with several independent companies to provide central
station  monitoring for our customers.  These centers  operate 24 hours per day,
seven days a week, including all holidays. Each operator within a service center
monitors a computer screen that presents  real-time  information  concerning the
nature of the alarm signal, the customer whose alarm has been activated, and the
premises on which such alarm is located. The Company does not intend on becoming
a monitoring company, therefore, the Company will be relying on employees of the
several independent  monitoring  companies the Company intends to contract with.
Each operator receives training that includes familiarization with substantially
every type of alarm  system in our customer  base.  This enables the operator to
tell customers how to turn off their systems in the event of a false alarm, thus
reducing the instances in which a field service person must be  dispatched.  All
telephone   conversations  are  automatically   recorded.   Other  non-emergency
administrative  signals are generated by low battery  status,  deactivation  and
reactivation of the alarm monitoring system, and test signals, and are processed
automatically by computer.

Enhanced Services

     As a means to increase  revenues and to enhance customer  satisfaction,  we
will offer customers an array of enhanced security services,  including extended
service  protection and several  different  types of alarm  verification.  These
services  position us as a full service  provider and give dealers more features
to sell in their solicitation of new customers. Once we commence full operations
we intend to actively solicit our customers for interest in these services.  The
following provides additional detail on enhanced services:

     -    Extended  Service  Protection,   which  covers  the  normal  costs  of
          repairing  the  system  during  normal  business   hours,   after  the
          expiration of the initial  warranty  period. A typical security system
          comes with an initial  one(1) year  warranty  which  covers  parts and
          labor.  The extended service  protection  provides the customer with a
          warranty  beyond the initial  warranty and it typically costs $200 per
          year and  provides  for the  repair  or  replacement  of all parts and
          equipment  installed as part of the security system,  including window
          contacts,  battery  replacements  for  wireless  devices,  and  motion
          detectors.  It also includes  normal  maintenance  on all wiring.  The
          extended services protection on multi-family dwellings is considerably
          more expensive ranging on equipment used and size of installation.

     -    Two-Way  Voice  Communication   (Remote  Audio  Verification),   which
          consists  of the  ability,  in the  event of an alarm  activation,  to
          listen  and to talk to  persons  at the  monitored  premises  from the
          service center  through  speakers and  microphones  located within the
          premises.  Among other things, such remote audio verification helps us
          to determine whether an alarm activation is a false alarm.

     -    Supervised  Monitoring Service,  which allows the alarm system to send
          various  types of  signals  containing  information  on the use of the
          system,  such as which users armed or disarmed  the system and at what
          time of the day. This  information is supplied to customers for use in
          connection  with the  management of their  households  or  businesses.
          Supervised  monitoring service can also include a daily automatic test
          feature.


                                       4

<PAGE>


     -    Pager  Service,  which  provides  the  customer  with  standard  pager
          services that also enables us to reach the customer in the event of an
          alarm activation.

     -    Wireless Back-Up,  which permits the alarm system to send signals over
          a cellular  telephone or  dedicated  radio  system,  in the event that
          regular telephone service is interrupted.

     -    Alarm  Response  and  Patrol  Service,  which  provides  customers  in
          selected markets with rapid,  on-premises response to and verification
          of alarms by armed officers.

     -    Medical  Information  Service,  which  provides a  responder  with our
          customers'  specific  medical  needs,  as well as  emergency  contacts
          whether home or away.

ADVERTISING AND MARKETING

     We  intend  to use  local  radio,  local  newspaper  and  direct  mail with
promotional messages to create sales leads and general brand awareness.

COMPETITION

     The security alarm industry is highly competitive. Management believes that
the  following  companies  are the top  five  alarm  companies  in the New  York
metropolitan  area. This belief is based on these companies  market share in the
United States.

     -    ADT  Security  Services,  a  subsidiary  of Tyco  International,  Inc.
          ("ADT");

     -    Protection One;

     -    Security  Link  from  Ameritech,   Inc.,  a  subsidiary  of  Ameritech
          Corporation;

     -    Brinks Home Security Inc., a subsidiary of The Pittston Services Group
          of North America; and

     -    Honeywell Inc.

     Competition  in  the  security   alarm  industry  is  based   primarily  on
reliability of equipment,  market visibility,  services offered,  reputation for
quality of service, price and the ability to identify and to solicit prospective
customers as they move into homes.  We believe that we will compete  effectively
with  other  national,  regional  and  local  security  alarm  companies  due to
management's reputation for being reliable locksmiths, our prominent presence in
the areas in which we intend to do business  due to the fact that the Company is
centrally  located in the New York area,  approximately 20 minutes from all five
boroughs of New York City, and our marketing alliances with developers, building
owners,  cooperative boards and managers of apartment  complexes.  Presently Mr.
Erber  provides  these  entities  with the best  price  available  for locks and
similar  devices,  and in exchange  these  entities list Mr.  Erber's  locksmith
business as a preferred vendor.  The Company intends to utilize the alliances in
the same  manner.  The Company will provide  developers,  building  managers and
cooperative boards with alarm systems for the building complexes common areas at
the best rates possible. In exchange,  Mr. Erber


                                       5

<PAGE>


believes that based on his past  experience as a locksmith  these  entities will
list the Company as a preferred  vendor to be used by their building tenants and
coop and  condominium  owners.  None of these  alliances  are subject to written
agreements  nor at this time are  there any oral  agreements.  At  present,  Mr.
Erber's  locksmith  business  provides  locksmith  services to an  aggregate  of
approximately fifty (50) developers, building managers and cooperative boards.

REGULATORY MATTERS

     A number of local governmental  authorities have adopted or are considering
various  measures  aimed at reducing the number of false  alarms.  Such measures
include:

     -    subjecting  alarm  monitoring  companies  to  fines or  penalties  for
          transmitting false alarms;

     -    permitting  of  individual  alarm  systems and the  revocation of such
          permits following a specified number of false alarms;

     -    imposing fines on alarm customers for false alarms;

     -    imposing limitations on the number of times the police will respond to
          alarms at a  particular  location  after a  specified  number of false
          alarms; and

     -    requiring  further  verification  of an alarm signal before the police
          will respond.

     Our  operations  are  subject to a variety of other laws,  regulations  and
licensing  requirements of both domestic and foreign  federal,  state, and local
authorities.  In certain  jurisdictions,  we are  required to obtain  license or
permits, to comply with standards governing employee selection and training, and
to meet certain  standards in the conduct of our  business.  Many  jurisdictions
also  require  certain of our  employees  to obtain  licenses or permits.  Those
employees who serve as patrol officers are often subject to additional licensing
requirements,   including  firearm   licensing  and  training   requirements  in
jurisdictions in which they carry firearms.

     The alarm  industry  is also  subject  to  requirements  imposed by various
insurance,  approval,  listing, and standards organizations.  Depending upon the
type  of  customer  served,  the  type of  security  service  provided,  and the
requirements of the applicable local governmental jurisdiction, adherence to the
requirements and standards of such  organizations is mandatory in some instances
and voluntary in others.

     Our  advertising  and sales practices are regulated in the United States by
both the  Federal  Trade  Commission  and state  consumer  protection  laws.  In
addition,   certain   administrative   requirements  and  laws  of  the  foreign
jurisdictions  in which we operate also regulate such  practices.  Such laws and
regulations  include  restrictions on the manner in which we promote the sale of
our security  alarm systems,  the obligation to provide  purchasers of our alarm
systems  with  certain  rescission  rights and  certain  foreign  jurisdictions'
restrictions on a company's freedom to contract.


                                       6

<PAGE>


     Our  alarm  monitoring   business   utilizes   telephone  lines  and  radio
frequencies to transmit alarm signals.  The cost of telephone lines and the type
of equipment  which may be used in telephone  line  transmission  are  currently
regulated  by both  federal and state  governments.  The Federal  Communications
Commission  and state public  utilities  commissions  regulate the operation and
utilization  of radio  frequencies.  In  addition,  the laws of  certain  of the
foreign jurisdictions in which we operate regulate the telephone  communications
with the local authorities.

     At  present  we  are  in  compliance   with  all  of  the  above  discussed
regulations. We do not anticipate any difficulties peculiar to our operations in
complying with future governmental regulations.

RISK MANAGEMENT

     The nature of the services provided by us potentially exposes us to greater
risks of liability for employee acts or omissions,  or system failure,  than may
be  inherent  in other  businesses.  Substantially  all of our alarm  monitoring
agreements  and  other  agreements,  pursuant  to  which we  intend  to sell our
products and services contain  provisions  limiting liability to customers in an
attempt to reduce this risk.  Management  believes  that the  Company  will have
legal liability as a result of any losses incurred by a customer that relates to
the  installation  of an alarm  system  including  losses  related  to  properly
installed faulty equipment. In the case of faulty equipment, management believes
that the  manufacturer  will also have  liability.  Dangers  related to problems
occurring  at the  monitoring  level will  probably  expose the  Company and its
independent monitoring company to legal liability.

     We intend to carry insurance of various types,  including general liability
and errors and omissions insurance in amounts management  considers adequate and
customary  for our industry  and  business.  Management  has  contacted  several
insurance  brokers  regarding  insuring the Company's  intended business and has
received quotes of insurance  policies.  Management  believes it will be able to
obtain the kinds and amounts of insurance  customary for the industry.  Our loss
experience,  and the loss experiences at other security service  companies,  may
affect the availability and cost of such insurance.  Certain insurance policies,
and the laws of some  states,  may  limit or  prohibit  insurance  coverage  for
punitive  or certain  other  types of damages or  liability  arising  from gross
negligence.

EMPLOYEES

     At December 31, 1999 we employed two  individuals on a full time basis,  of
which one is an executive officer.  Ultimately, we expect to maintain a staffing
level of at least 15 to 20 employees.

ITEM 2.   PROPERTIES

     Our corporate offices are located at 62-45 Woodhaven Boulevard,  Rego Park,
New York 11375. We occupy  approximately  500 square feet at a rental of $200.00
per month from Mr.  Jordan  Erber,  our  Chairman  and CEO. We believe  that the
rental  rate is fair and  reasonable.  We occupy  this space on a month to month
basis.  Our  management  believes the space is adequate to satisfy our customers
need at present.  As we grow, the current space will be  insufficient,


                                       7

<PAGE>


however, there is adequate space available in the area and management believes a
move can be accomplished with minimal or no disruption to its operations.

ITEM 3.   LEGAL PROCEEDINGS

     We are not a party to any pending legal proceedings.

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

     None


                                       8

<PAGE>


                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED MATTERS

     There is no trading  market for our Common  Stock at present  and there has
been no trading market to date. Alexander Securities,  a market maker, has filed
a form  C-211  with the NASD for  initial  listing  of our  Common  Stock on the
OTC-Bulletin  Board.  At  present,  our Common  Stock has not been  cleared  for
trading on the OTC-BB  and there is no  assurance  that the NASD will ever clear
our Common Stock.  Furthermore,  once the Common Sock is cleared to trade, there
is no  assurance  that a trading  market will ever  develop or, if such a market
does develop, that it will continue.

     (a) MARKET PRICE. Our Common Stock is not quoted at the present time.

     Effective August 11, 1993, the Securities and Exchange  Commission  adopted
Rule 15g-9,  which  established  the definition of a "penny stock," for purposes
relevant to the Company,  as any equity security that has a market price of less
than  $5.00 per share or with an  exercise  price of less than  $5.00 per share,
subject to certain  exceptions.  For any  transaction  involving a penny  stock,
unless exempt, the rules require: (i) that a broker or dealer approve a person's
account for transactions in penny stocks;  and (ii) the broker or dealer receive
from the investor a written  agreement  to the  transaction,  setting  forth the
identity and quantity of the penny stock to be purchased.  In order to approve a
person's account for transactions in penny stocks, the broker or dealer must (i)
obtain  financial  information  and investment  experience and objectives of the
person; and (ii) make a reasonable  determination that the transactions in penny
stocks are suitable for that person and that person has sufficient knowledge and
experience  in  financial  matters  to be  capable  of  evaluating  the risks of
transactions in penny stocks.  The broker or dealer must also deliver,  prior to
any  transaction  in a  penny  stock,  a  disclosure  schedule  prepared  by the
Commission  relating to the penny stock market,  which,  in highlight  form, (i)
sets  forth  the  basis on which  the  broker  or  dealer  made the  suitability
determination;  and (ii) that the broker or dealer  received  a signed,  written
agreement from the investor prior to the transaction.  Disclosure also has to be
made about the risks of investing in penny stocks in both public  offerings  and
in secondary  trading,  and about commissions  payable to both the broker-dealer
and the registered representative, current quotations for the securities and the
rights and  remedies  available  to an investor in cases of fraud in penny stock
transactions.  Finally,  monthly  statements have to be sent  disclosing  recent
price information for the penny stock held in the account and information on the
limited market in penny stocks.

     The National  Association of Securities Dealers,  Inc. (the "NASD"),  which
administers  NASDAQ,  has  recently  made  changes in the  criteria  for initial
listing on the NASDAQ Small Cap market and for  continued  listing.  For initial
listing,  a  company  must  have  net  tangible  assets  of $4  million,  market
capitalization  of $50 million or net income of  $750,000  in the most  recently
completed  fiscal  year or in two of the last three  fiscal  years.  For initial
listing, the common stock must also have a minimum bid price of $4 per share. In
order to continue to be included on NASDAQ,  a company must maintain  $2,000,000
in net  tangible  assets and a $1,000,000  market  value of its  publicly-traded
securities.  In addition,  continued  inclusion requires two market-makers and a
minimum bid price of $1.00 per share.


                                       9

<PAGE>


     (b) HOLDERS.  There are 131 holders of our Common Stock. In March and April
1999,  we issued a total of 4,535,000 of our Common Stock to these persons for a
total of $16,451 in cash.

     (c) DIVIDENDS. We have not paid any dividends to date, and have no plans to
do so in the immediate future.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL STATEMENTS.

Results of Operations

     We commenced  operations  on a limited  basis in December  1999.  Our total
revenue for the year ended  December  31, 1999 was  $14,730.  Our net income for
that period was $4,814. The future success of the Company will depend to a great
extent on management's abilities to implement our business plan.

CAPITAL NEEDS AND FUTURE REQUIREMENTS

     As of December 31, 2000 we raised an aggregate of  approximately  $16,5000.
We have also  borrowed  approximately  $10,000 from third  parties.  While these
monies  have  allowed us to  commence  minimal  operations,  it is not enough to
sustain our business plan. In order for us to begin full operations we will need
to raise cash  immediately.  We do not have enough funds to sustain our business
for the next twelve months,  accordingly,  we will need to raise cash during the
next twelve  months.  We intend to raise funds for the expansion of our business
and possible business acquisitions.  There can be no assurance as to our ability
to raise additional funds and there can be no assurances that we will be able to
continue as an ongoing concern.

ITEM 7.   FINANCIAL STATEMENTS

     See financial statement annexed hereto.

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

     None


                                       10

<PAGE>


                                    PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

     This table describes our current directors and executive officers:

     Name                     Age      Title
     ----                     ---      -----
     Jordan Erber             39       President, Treasurer and Chairman of
                                       the Board

     Kathleen LaVeglia        43       Secretary &Director

     Robert Dehmer            26       Director

Jordan  Erber - President & Chairman of the Board of  Directors - Mr.  Erber has
been the  Company's  President,  Treasurer  and  Chairman of the Board since its
inception. Since 1983 Mr. Erber has been President of Around the Clock Locksmith
Inc.  Mr.  Erber has been a licensed  locksmith  since 1981 and he has a license
from the New York State Burglar & Fire organization.  This license was issued to
Mr. Erber upon the  completion of a 60 hour course in the  installation,  wiring
and  diagnostics of alarm systems.  This license is required in the State of New
York to install and service burglar and fire alarms.

Kathleen LaVeglia - Secretary & Director - Ms. LaVeglia has been Secretary and a
Director of the Company since its inception.  Since 1992 Ms. LaVeglia has been a
teacher  employed by the Board of Education,  City of New York. Ms. LaVeglia had
been  employed  for eleven  years as a  Bookkeeper  at Sieger & Smith  Inc.  Ms.
LaVeglia holds an Associates Degree from Queens Borough College in New York.

Robert  Dehmer - Director - Mr.  Dehmer has been a Director of the Company since
its inception.  Since 1993 Mr. Dehmer has been an assistant  teacher employed by
the Board of  Education,  City of New York.  Mr.  Dehmer is currently  attending
Queensboro College in New York. Mr. Dehmer is a licensed real estate agent.

     Our directors  serve in their  positions  until the next annual  meeting of
stockholders or until the director's successors have been elected and qualified.
Our executive  officers are appointed by our Board of Directors and serve at the
discretion of the Board.

ITEM 10.  EXECUTIVE COMPENSATION

     Our  President,  Mr. Jordan Erber is currently  compensated  at the rate of
$500 per month.  As we begin to  generate  revenues it is  anticipated  that Mr.
Erber will be paid the salary of $60,000 annually.  Additionally, Mr. Erber will
receive a 5% commission on gross sales initiated by him.

     No retirement,  pension, profit sharing, stock option or insurance programs
or other  similar  programs  have  been  adopted  by us for the  benefit  of our
employees.

     Each Director will receive $500 for attending no less than 50% of the Board
meetings in that year.


                                       11

<PAGE>


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     This table describes the current ownership of our outstanding  Common Stock
by (i) each of our officers and  directors;  (ii) each person who is known by us
to own more than 5% of the company's  outstanding Common Stock; and (iii) all of
our officers and directors as a group:

<TABLE>
<CAPTION>
                                                               Amount and
                            Name and Address of           Nature of Beneficial       Percent of
Title of Class                Beneficial Owner                    Owner                Class
--------------              -------------------           --------------------       ----------

<S>                        <C>                                   <C>                   <C>
Common Stock               Jordan Erber                          778,000               17.16%
                           62-45 Woodhaven Blvd.
                           Rego Park, NY  11374

Common Stock               Kathleen LaVeglia                     290,000                6.39%
                           205-48 Brian Crescent
                           Bayside, NY  11360

Common Stock               Robert Dehmer                          10,000                 .22%
                           171-31 21st Avenue
                           Whitestone, NY  11357

Common Stock               Harriet Zahner                        478,000               10.54%
                           571 Oak Drive
                           Far Rockaway, NY 11691

Common Stock               Randi Hagler                          300,000                6.62%
                           924 Northfield Road
                           Woodmere, NY  11598

Common Stock               David Zahner                          300,000                6.62%
                           848 Dickens Street
                           Woodmere, NY  11598

Common Stock               LNE Trading Corp. (1)                 643,000               14.17%
                           18 Weston Place
                           Lawrence, NY  11559

Common Stock               Lottie Smolar                         300,000                6.62%
                           63-04 108 Street, Apt. 3E
                           Forrest Hills, NY  11375

All officers and Directors
as a group (3 persons)                                         1,078,000               23.77%
</TABLE>

----------
(1)  Les and Joan Erber are the sole shareholders of LNE Trading Corp. Les Erber
     is the brother of Jordan Erber.


                                       12

<PAGE>


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     We were  incorporated on March 16, 1999 with a total  authorized  shares of
20,000,000,  $0.0001 par value shares.  On March 26, 1999 we issued an aggregate
of  1,078,000  restricted  shares of our  Common  Stock to the  founders  of the
Company, Jordan Erber, the Company's President (778,000), Kathleen LaVeglia, the
Company's  Secretary  (290,000)  and Robert  Dehmer,  a director  of the Company
(10,000),  at par value. As part of this distribution,  478,000 shares were sold
to Harriet  Zahner,  300,000  shares to Randi  Hagler,  300,000  shares to David
Zahner, 643,000 shares to LNE Trading Corp. and 300,000 shares to Lottie Smolar.
Other than the fact that each of the foregoing  shareholders own in excess of 5%
of the shares of the Company, none of them are affiliates of the Company nor are
they related to any of the Company's officers or directors. On March 26, 1999 we
sold  3,432,000  shares to 25 investors at par value.  On March 31, 1999 we sold
10,000  shares to 100  investors  for $0.10 per Share.  On April 6, 1999 we sold
15,000 shares to three investors for $1.00 per Share.


                                       13

<PAGE>


                                     PART IV


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K


(a)  Exhibits

     The following exhibits are filed as part of this report.  Where such filing
is made by incorporation by reference to a previously filed statement or report,
such report is identified in parenthesis:

     (3)  Articles of Incorporation and Bylaws:

          (i)  Certificate of incorporation of Be Safe Services,  Inc.  (Exhibit
               3.1 to the Company's Form 10-SB);

          (ii) Bylaws of Be Safe  Services,  inc.  (Exhibit 3.2 to the Company's
               form 10-SB).

     (4)  Instruments defining the rights of security holders:

          (i)  Specimen Common Stock  Certificate  (Exhibit 4.1 to the Company's
               Form 10-SB).

     (27) Financial Data Schedule

(b)  Reports on Form 8-K

     None


                                       14

<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of Section 13 of the Securities  Exchange Act
of 1934,  the  Registrant  has duly  caused  this  report  to be  signed  by the
undersigned, thereunto duly authorized.

                                        BE SAFE SERVICES, INC.


Date:    March 29, 2000                 By:  /s/ Jordan Erber
                                             ----------------------------------
                                             Jordan Erber,
                                             President and Treasurer


     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 on the dates indicated.

Signature                              Capacity                        Date
---------                              --------                        ----


/s/ Jordan Erber               President, Treasurer               March 29, 2000
----------------------         and Director
Jordan Erber                   (Principal Executive Officer)


/s/ Kathleen LaVeglia          Secretary and Director             March 29, 2000
----------------------
Kathleen LaVeglia


/s/ Robert Dehmer              Director                           March 29, 2000
----------------------
Robert Dehmer


                                       15

<PAGE>


                             BE SAFE SERVICES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                    FOR THE PERIOD MARCH 26, 1999 (INCEPTION)
                            THROUGH DECEMBER 31, 1999

<PAGE>


                             BE SAFE SERVICES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                    FOR THE PERIOD MARCH 26, 1999 (INCEPTION)
                            THROUGH DECEMBER 31, 1999


                                    CONTENTS

                                                                            Page
                                                                            ----

Accountants' audit report                                                     2

Balance sheet                                                                 3

Statement of income and retained earnings                                     4

Statement of changes in shareholders' equity                                  5

Statement of cash flows                                                       6

Notes to financial statements                                                 7


                                     - 1 -

<PAGE>


                                 WEISS & COMPANY
                          CERTIFIED PUBLIC ACCOUNTANTS

                               22 WEST 38TH STREET
                          NEW YORK, NEW YORK 10018-6204

TELEPHONE: (212) 302-3400                             TELECOPIER: (212) 764-3269
                                                       http://www.weissandco.com


                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors
Be Safe Services, Inc.

We have audited the  accompanying  balance  sheet of Be Safe  Services,  Inc. (a
development  stage company) as of December 31, 1999, and the related  statements
of  income,  retained  earnings,  shareholders'  equity,  and cash flows for the
period March 26, 1999  (inception)  through  December 31, 1999.  These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Be Safe  Services,  Inc. (a
development  stage  company) as of  December  31,  1999,  and the results of its
operations and its cash flows for the period March 26, 1999 (inception)  through
December 31, 1999, in conformity with generally accepted accounting principles.


/s/ Weiss & Company

New York, New York
March 2, 2000


                                     - 2 -

<PAGE>


                             BE SAFE SERVICES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                  BALANCE SHEET

                                DECEMBER 31, 1999


                                     ASSETS

Cash                                                                     $13,652
Accounts receivable                                                       14,730
                                                                         -------

         Total current assets                                             28,382

Intangible assets                                                          9,909
                                                                         -------
                                                                         $38,291
                                                                         =======

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Accrued expenses and taxes                                               $ 8,715
Loans from officers                                                          687
Loans from others                                                          9,909
                                                                         -------
         Total liabilities                                                19,311
                                                                         -------
Common stock, par value $.0001; 20,000,000 shares
    authorized, 4,535,000 shares issued and outstanding                      454
Additional paid-in capital                                                13,712
Retained earnings                                                          4,814
                                                                         -------
         Total shareholders' equity                                       18,980
                                                                         -------
                                                                         $38,291
                                                                         =======


                    See accountants' audit report and notes.


                                     - 3 -

<PAGE>


                             BE SAFE SERVICES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                    STATEMENT OF INCOME AND RETAINED EARNING

                    FOR THE PERIOD MARCH 26, 1999 (INCEPTION)
                            THROUGH DECEMBER 31, 1999


Revenues                                                              $   14,730

General and administrative expenses                                        3,139
                                                                      ----------

Operating income                                                          11,591

Interest income                                                              138
                                                                      ----------

Income before officer's compensation                                      11,729

Officer's compensation                                                     4,500
                                                                      ----------

Net income before provision for income taxes                               7,229

Provision for income taxes                                                 2,415
                                                                      ----------

Net income and retained earnings                                      $    4,814
                                                                      ==========

Weighted average number of common shares outstanding                   4,535,000
                                                                      ==========

Net income per share (basic and diluted)                              $     0.00
                                                                      ==========


                    See accountants' audit report and notes.


                                     - 4 -

<PAGE>


                             BE SAFE SERVICES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                  STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

                    FOR THE PERIOD MARCH 26, 1999 (INCEPTION)
                            THROUGH DECEMBER 31, 1999


<TABLE>
<CAPTION>
                                             Common       Paid-in       Retained
                                              Stock       Capital       Earnings       Total
                                            --------     --------      --------      --------
<S>                                         <C>          <C>           <C>           <C>
Shareholders' equity, March 26, 1999        $   --       $   --        $   --        $   --

Sale of common stock, 4,510,000
shares on March 26,1999                          451         --            --             451

Sale of common stock, 10,000 Shares

on March 30,1999                                   1          999          --           1,000

Sale of common stock, 10,000 Shares

On April 6,1999                                    1       14,999          --          15,000

Cost of stock offering                          --         (2,285)       (2,285)

Net income                                      --           --           4,814         4,814
                                            --------     --------      --------      --------

Shareholders' equity, December 31, 1999     $    453     $ 13,713      $  4,814      $ 18,980
                                            ========     ========      ========      ========
</TABLE>


                    See accountants' audit report and notes.


                                     - 5 -

<PAGE>


                             BE SAFE SERVICES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                             STATEMENT OF CASH FLOWS

                    FOR THE PERIOD MARCH 26, 1999 (INCEPTION)
                            THROUGH DECEMBER 31, 1999


Operating activities
  Net income                                                           $  4,814
     Adjustment to reconcile net income to
      cash used in operating activities
       Accounts receivable                                              (14,730)
       Accrued expenses and taxes                                         8,715
                                                                       --------
                  Net cash used in operating activities                  (1,201)
                                                                       --------
Investing activities
  Acquisition of intangible assets                                       (9,909)
                                                                       --------
                  Net cash used in investing activities                  (9,909)
                                                                       --------

Financing activities
  Proceeds from officers' loans                                             687
  Proceeds from other loans                                               9,909
  Proceeds from issuance of common stock                                 16,451
  Cost of stock offering                                                 (2,285)
                                                                       --------
                  Net cash provided by financing activities              24,762
                                                                       --------
Net increase in cash and cash at end of period                         $ 13,652
                                                                       ========


                    See accountants' audit report and notes.


                                     - 6 -

<PAGE>


                             BE SAFE SERVICES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS


Note 1 -  General

          The  Company  was  incorporated  in the State of Delaware on March 26,
          1999,  to  distribute,  install,  and service  alarm and  surveillance
          systems.  As of December 31, 1999,  the Company had not yet engaged in
          significant business operations.

Note 2 -  Significant accounting policies

          Development stage

          At December 31, 1999, the Company was a development-stage entity since
          it had not produced any  significant  revenues from planned  principal
          operations.

          Intangible assets

          This  consists  of  organizational  costs which are  amortized  over a
          period of five years using the straight-line method.

          Use of estimates

          Generally  accepted  accounting  principles require management to make
          estimates and assumptions  that affect the reported  amounts of assets
          and  liabilities,  disclosure of contingent  assets and liabilities at
          the date of the  financial  statements,  and the  reported  amounts of
          revenues  and  expenses  during  the  reporting  period.  The  Company
          utilizes estimates in measuring and projecting  revenue,  in providing
          for an  allowance  for  doubtful  accounts  and in  recording  accrued
          liabilities. Actual results could differ from those estimates.

          Earnings per share

          On March 3, 1997,  the  Financial  Accounting  Standards  Board issued
          Statement of Financial  Accounting  Standard  No. 128,  "Earnings  Per
          Share,"  which  provides  for the  calculation  of Basic  and  Diluted
          earnings per share.  Basic earnings per share includes no dilution and
          is computed by dividing income available to common shareholders by the
          weighted  average number of common shares  outstanding for the period.
          Diluted  earnings  per  share  reflects  the  potential   dilution  of
          securities that could share in the earnings of the entity. The Company
          adopted this pronouncement  during the period ended December 31, 1999,
          and it had no effect on earnings per share.


                                     - 7 -

<PAGE>


                             BE SAFE SERVICES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS


Note 3 -  Loans from officers

          This consists of non-interest-bearing demand loans.

Note 4 -  Loans from others

          This consists of non-interest-bearing demand loans.

Note 5 -  Shareholders' equity

          On March 26, 1999, the Company issued 4,510,000 shares of common stock
          for $451.  1,078,000  of said  shares  were  issued to officers of the
          Company.

          On March 30, 1999,  the Company  issued  10,000 shares of common stock
          for $1,000.

          On April 6, 1999, the Company issued 15,000 shares of common stock for
          $15,000.


                                     - 8 -