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

         [ ]      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  $17,904

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 April 20, 2001, 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, 2000 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

         (a)  MARKET PRICE.

         There is no trading market for our Common Stock at present and there
has been no trading market to date.

         (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 compared to revenues of
$17,904 for the year ended December 31, 2000. Our net income for the year ended
December 31, 1999 was $4,814 compared to a net loss of $23,551 for the year
ended December 31, 2000. Our losses for the year ended December 31, 2000 were
directly attributable to an increase in general and administrative costs of
$33,416 compared to the year ended December 31, 1999. 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
$16,500. We were indebted to third parties in the amount of $5,500 for loans
made to us during the year ended December 31, 2000. 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.

         Our auditors have raised the issue that there is substantial doubt that
we will be able to continue as a going concern as a result of our net losses
since our inception and severe liquidity problems. Our liquidity and capital
resources could improve in the short term by (i) increased revenues and (ii)
financing activities. An inability to generate cash from either of theses
factors could cause us to cease operations.

                                       9
<PAGE>

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 30, 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:    April 24, 2001                              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               April 24, 2001
-----------------------        and Director
Jordan Erber                   (Principal Executive Officer)


/s/ Kathleen LaVeglia          Secretary and Director             April 24, 2001
-----------------------
Kathleen LaVeglia


/s/ Robert Dehmer               Director                          April 24, 2001
-----------------------
Robert Dehmer


                                       15
<PAGE>

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

                              FINANCIAL STATEMENTS

                      FOR THE YEAR ENDED DECEMBER 31, 2000
                                       AND
                    FOR THE PERIOD MARCH 26, 1999 (INCEPTION)
                            THROUGH DECEMBER 31, 1999



                                    CONTENTS

                                                                  Page

         Auditors' report                                          F-2

         Balance sheets                                            F-3

         Statements of operations                                  F-4

         Statements of changes in shareholders' equity             F-5

         Statements of cash flows                                  F-6

         Notes to financial statements                             F-7


                                      F-1
<PAGE>

                                 WEISS & COMPANY
                          CERTIFIED PUBLIC ACCOUNTANTS

                               22 WEST 38TH STREET
                          NEW YORK, NEW YORK 10018-6269

TELEPHONE: (212) 302-3400        weissandco.com        FACSIMILE: (212) 764-3269



                          INDEPENDENT AUDITORS' REPORT



         To the Board of Directors
         Be Safe Services, Inc.

         We have audited the  accompanying  balance  sheets of Be Safe Services,
         Inc. (a  development  stage  company) as of December 31, 2000 and 1999,
         and the related  statements  of  operations,  changes in  shareholders'
         equity, and cash flows for the year ended December 31, 2000 and 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, 2000
         and 1999,  and the results of its operations and its cash flows for the
         year  ended  December  31,  2000  and for the  period  March  26,  1999
         (inception)  through  December 31, 1999, 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 shown in the financial
         statements, the Company has incurred net losses since its inception and
         has experienced  severe  liquidity  problems.  Those  conditions  raise
         substantial  doubt about the  Company's  ability to continue as a going
         concern. Management's plans in regard to those matters are described in
         Note 2. The financial  statements do not include any  adjustments  that
         might result from the outcome of this uncertainty.

         /s/ Weiss & Company

         New York, New York
         April 20, 2001

                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                             BE SAFE SERVICES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                 BALANCE SHEETS

                                  DECEMBER 31,


                                     ASSETS

                                                                                             2000                  1999
                                                                                             ----                  ----
<S>                                                                                        <C>                   <C>
         Current assets
           Cash                                                                            $ 12,462              $ 13,652
           Accounts receivable                                                               14,407                14,730
                                                                                           --------              --------
                           Total current assets                                              26,869                28,382

         Intangible assets, net of accumulated
            amortization of $1,982 and $0, respectively                                       7,927                 9,909
                                                                                           --------              --------
                                                                                           $ 34,796              $ 38,291
                                                                                           ========              ========

                           LIABILITIES AND SHAREHOLDERS' EQUITY (NET CAPITAL DEFICIENCY)

         Current liabilities
           Accrued expenses and taxes                                                      $ 36,470             $   8,715
           Loans and exchanges                                                                5,500                 9,909
           Loans from officers                                                                  687                   687
                                                                                           --------              --------
                        Total current liabilities                                            42,657                19,311
                                                                                           --------              --------

         Shareholders' equity
           Common stock, par value $.0001; 20,000,000 shares
               authorized, 4,535,000 shares issued and outstanding                              454                   454
           Additional paid-in capital                                                        10,422                13,712
           Retained earnings (accumulated deficit)                                          (18,737)                4,814
                                                                                           --------              --------
                       Total shareholders' equity (net capital deficiency)                   (7,861)               18,980
                                                                                           --------              --------
                                                                                           $ 34,796              $ 38,291
                                                                                           ========              ========
</TABLE>
                        See auditors' report and notes.

                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                                              BE SAFE SERVICES, INC.
                                           (A DEVELOPMENT STAGE COMPANY)

                                             STATEMENTS OF OPERATIONS

                                       FOR THE YEAR ENDED DECEMBER 31, 2000
                                                        AND
                                     FOR THE PERIOD MARCH 26, 1999 (INCEPTION)
                                             THROUGH DECEMBER 31, 1999

                                                                                                               Mar. 26, 1999
                                                                                                              (inception) to
                                                                       2000                  1999              Dec. 31, 2000
                                                                       ----                  ----              -------------
<S>                                                                  <C>                   <C>                   <C>
         Revenues                                                    $ 17,904              $ 14,730              $ 32,634

         General and administrative expenses                           41,055                 7,639                48,694
                                                                     --------              --------              --------

         Operating income (loss)                                      (23,151)                7,091               (16,060)

         Interest income                                                   59                   138                   197
                                                                     --------              --------              --------

         Net income (loss) before taxes                               (23,092)                7,229               (15,863)

         Provision for franchise taxes                                    459                 2,415                 2,874
                                                                     --------              --------              --------

         Net income (loss)                                           $(23,551)             $  4,814              $(18,737)
                                                                     ========              ========              ========

         Net income (loss) per share
              (basic and diluted)                                    $  (0.01)             $   0.00
                                                                     ========              ========

         Weighted average number of
           common shares outstanding (000's)                            4,535                 4,535
                                                                     ========              ========
</TABLE>
                        See auditors' report and notes.

                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                                              BE SAFE SERVICES, INC.
                                           (A DEVELOPMENT STAGE COMPANY)

                                   STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

                                       FOR THE YEAR ENDED DECEMBER 31, 2000
                                                        AND
                                     FOR THE PERIOD MARCH 26, 1999 (INCEPTION)
                                             THROUGH DECEMBER 31, 1999



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

         Issuance of common stock, 4,510,000 shares                      451               -              -            451

         Issuance of common stock, 25,000 shares                           3          15,997              -         16,000

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

         Net income                                                        -               -          4,814          4,814
                                                                        ----         -------       --------        -------
         Shareholders' equity, December 31, 1999                         454          13,712          4,814         18,980

         Cost of stock offering                                            -          (3,290)                       (3,290)

         Net loss                                                          -               -        (23,551)       (23,551)
                                                                        ----         -------       --------        -------
         Shareholders' equity, December 31, 2000                        $454         $10,422       $(18,737)       $(7,861)
                                                                        ====         =======       ========        =======
</TABLE>
                        See auditors' report and notes.

                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                                              BE SAFE SERVICES, INC.
                                           (A DEVELOPMENT STAGE COMPANY)

                                             STATEMENTS OF CASH FLOWS

                                       FOR THE YEAR ENDED DECEMBER 31, 2000
                                                        AND
                                      FOR THE PERIOD MARCH 26, 1999 (INCEPTION)
                                             THROUGH DECEMBER 31, 1999



                                                                                                               Mar. 26, 1999
                                                                                                              (inception) to
                                                                                  2000           1999          Dec. 31, 2000
                                                                                  ----           ----          -------------

         Operating activities
<S>                                                                             <C>             <C>             <C>
           Net income (loss)                                                    $(23,551)       $  4,814        $ (18,737)
           Adjustments to reconcile net income (loss) to
             net cash provided by (used in) operating activities
                Amortization                                                       1,982               -            1,982
                Changes in operating assets and liabilities
                    Accounts receivable                                              323         (14,730)         (14,407)
                    Accrued expenses and taxes                                    27,755           8,715           36,470
                                                                                --------        --------        ---------

                           Net cash provided by (used in)
                              operating activities                                 6,509          (1,201)           5,308
                                                                                --------        --------        ---------
         Investing activities
           Acquisition of intangible assets                                            -          (9,909)          (9,909)
                                                                                --------        --------        ---------
                           Net cash used in investing activities                       -          (9,909)          (9,909)
                                                                                --------        --------        ---------
         Financing activities
           Proceeds from officers' loans                                               -             687              687
           Proceeds (repayment) of other loans                                    (4,409)          9,909            5,500
           Proceeds from issuance of common stock                                      -          16,451           16,451
           Cost of stock offering                                                 (3,290)         (2,285)          (5,575)
                                                                                --------        --------        ---------
                           Net cash provided by (used in)
                              financing activities                                (7,699)         24,762           17,063
                                                                                --------        --------        ---------
         Net increase (decrease) in cash                                          (1,190)         13,652           12,462

         Cash, beginning of period                                                13,652               -                -
                                                                                --------        --------        ---------

         Cash, end of period                                                    $ 12,462        $ 13,652        $  12,462
                                                                                ========        ========        =========
         Supplementary information
             Income taxes paid on a cash basis                                  $  2,199        $      -        $       -
                                                                                ========        ========        =========
</TABLE>
                        See auditors' report and notes.

                                      F-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, 2000,  the Company had not yet engaged in
          significant business operations.

Note 2 - Significant accounting policies

          Development stage

          At December 31, 2000, the Company was a development-stage entity since
          it had not produced any  significant  revenues from planned  principal
          operations.

          Going concern

          The Company  incurred an operating  loss of $23,092 for the year ended
          December  31,  2000.  During  2000 and 1999,  the  Company  funded its
          working  capital  needs  through the  issuance of its common stock and
          revenues from limited  services  performed.  The Company's  ability to
          operate is dependent on its ability to raise additional capital and to
          generate income through the  performance of services.  There can be no
          assurance  that the above will  occur at any time or in a manner  that
          allows the Company to continue its operations in its present form.

          Intangible assets

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

          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  reflect  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.

Note 3 -  Loans and exchanges

          This  consists of  non-interest-bearing  demand  loans from  unrelated
          parties.

Note 4 -  Loans from officers

          This consists of non-interest-bearing demand loans.

                                      F-7
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS



Note 5 -  Shareholders' equity

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

          The costs of the stock  offering,  $3,290 in 2000, and $2,285 in 1999,
          were charged to paid-in capital in their respective years.

                                      F-8