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

                                   Form 10-KSB

(Mark One)
[ X ] Annual report under section 13 or 15(d) of the Securities  Exchange Act of
1934 for the fiscal year ended  December  31, 2000 [ ]  Transition  report under
section 13 or 15(d) of the  Securities  Exchange Act of 1934 for the  transition
period from ----------------- to --------------------

Commission file no.        0-26631

                        SAFE TRANSPORTATION SYSTEMS, INC.
      ---------------------------------------------------------------------
                 (Name of small business issuer in its charter)

                               Sweets & Eats, Inc.
                       ----------------------------------
                                  (Former name)

         Florida                                        59-3567558
(State or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)

3871 Airport Way, Bellingham, Washington                  98226
(Address of principal executive offices)                (Zip Code)

Issuer's telephone number is (360) 527-1112.

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: None

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act  during the past 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 past 90 days. Yes [X] No [
]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

The company did not generate any revenues in the fiscal year ending December 31,
2000.

The market  value of the common stock of the issuer held by  non-affiliates  was
approximately  $4,800,000 on April 15, 2001,  based on the average bid and asked
price of the common stock as of that date as reported by the NASD OTC Electronic
Bulletin Board.

                                       1
<PAGE>

As of April 1, 2001, the issuer had a total of 17,098,750 shares of Common Stock
outstanding.

                  Transitional Small Business Disclosure Format
                           (Check One): Yes [ ] No [X]

                                Table of Contents

                                     Part I

                                                                          Page

Item 1.    Description of Business                                          3
Item 2.    Description of Property                                          6
Item 3.    Legal Proceedings                                                7
Item 4.    Submission of Matters to a Vote of Security Holders              7


                              Part II

Item 5.    Market for Common Equity and Related Stockholder Matters         8
Item 6.    Management's Discussion and Analysis or Plan of Operation       10
Item 7.    Financial Statements                                            13
Item 8.    Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure                             13


                             Part III

Item 9.    Directors, Executive Officers, Promoters and Control Persons;   14
Item 10.   Executive Compensation                                          15
Item 11.   Security Ownership of Certain Beneficial Owners and             17
           Management
Item 12.   Certain Relationships and Related Transactions                  18
Item 13.   Exhibits and Reports on Form 8-K                                19
Signatures                                                                 21


                                     Part I

Item 1.  Description of Business

Corporate History

The company was  incorporated in the state of Florida on December 6, 1994 as Big
Daddy's  Auto Sales,  Inc.  On April 19,  2000 the  company  changed its name to
Sweets & Eats,  Inc. On December  18, 2000,  the Company  entered into a reverse
merger with Safe  Transportation  Systems,  Inc.  (STS), a Wyoming  corporation,
whereby the Company  issued to STS 12,000,000  shares of its  restricted  common
stock in exchange for 100% of the issued and outstanding shares of STS.

                                       2
<PAGE>

Safe  Transportation  Systems,  Inc. was incorporated  under the laws of British
Columbia,  Canada on July 7,  19981.  On October 17,  2000 STS  domesticated  to
Wyoming by a unanimous consent of the shareholders.

Subsequent to the reverse  merger,  the Company changed its name from Sweats and
Eats, Inc. to Safe Transportation Systems, Inc. and began trading its securities
on the NASDAQ OTCBB under the symbol  `SFTS' in January of 2001.  The Company is
authorized to issue up to  50,000,000  shares of common stock having a par value
of $0.001 per share and 5,000,000 preferred shares.

General Business

From July of 1998 until  October 2000 the Company  developed  and tested  safety
products for the trucking  industry.  In this respect,  the  stockholders of the
Company  contributed $1.8 million,  which was used for research and development,
and patenting of the Company's proprietary technology, the `STS Accident Control
and Anti-Jackknife System', which prevents a tractor-trailer from losing control
and jackknifing.

The Product

The Department of Transportation ("DOT") defines trailer swing as occurring when
trailer wheels lose traction. The trailer rotates to a dangerous, out-of-control
position,  often without  being noticed by the driver until it is too late.  The
DOT defines  jackknifing  as occurring when the rear wheels of the tractor loose
traction. This instability results in the tractor rotating rapidly and violently
slamming into the side of the trailer.  Rollover occurs with the same motion and
can be compounded by unstable and uneven road conditions.

The  Company's  Accident  Control and  Anti-Jackknife  System is attached to the
underside  of the  trailer.  The  system is turned  on  during  normal  driving;
however,  the System is always  under  driver  control and can be  activated  or
deactivated by the driver turning on or off the illuminated, dash-mounted switch
in less than a second.

In the on  position,  the  engaging  bar limits the  amount of  rotation  of the
tractor  relative to the trailer and prevents the trailer from  swinging to such
an extent where it would become out of control,  therefore,  allowing the driver
to power and steer out of emergency situations.

The kinetic energy that could become an uncontrollable sideways swing is instead
redirected  forward  onto the front drive axle of the  tractor.  Since the front
wheels  are  part of the  steering  axle,  the  driver  can  turn  into the skid
optimizing overall vehicle  stability.  By steering in the opposite direction of
the skid the  attitude of the tire tread runs truer to the road  surface,  which
improves driver control.  Because there is additional force being applied to the
steering  tires,  traction and  maneuverability  are enhanced.  By improving the
tire's friction and maintaining  steering control the driver can reduce stopping
distances and simultaneously optimize the attempt to avoid obstacles.

The System is always  under driver  control and the driver can easily  disengage
the System by pushing the off-switch and freeing the movement of the trailer.

-------------
1 A copy of the Certificate of Incorporation is attached hereto as Exhibit 2.2.

                                       3
<PAGE>

The Company believes the System will dramatically help reduce stopping distances
in emergency braking  situations and is planning on conducting  further in-depth
study of the control effect on stopping distances.

Independent Testing

The Company  successfully  completed its Canadian testing at the Pacific Traffic
Education Center (PTEC), in Delta, British Columbia in October of 19992. PTEC is
a joint venture of the Justice  Institute of British  Columbia and the Insurance
Corporation of British Columbia. PTEC, which is BC's NAFTA representative to the
Commercial  Vehicle Safety  Alliance,  was  established to reduce the number and
severity  of  traffic   accidents  and  promotes  traffic  safety  thorough  its
affiliation with  organizations  such as the Institute of Police  Technology and
Management, University of North Florida.

The  Company   successfully   completed  its  United   States   testing  at  the
Transportation  Research Center (TRC), East Liberty,  Ohio in November of 19993.
The TRC is the most widely recognized and respected  independent  transportation
proving ground in the world.

The TRC testing was documented  under full  instrumentation  including angles of
articulation for both jackknife and trailer swing,  incident entry acceleration,
speed,  lateral traction control,  braking reaction time and emergency  stopping
distances.

The NHTSA assisted STS with research during the American  testing and STS wishes
to  continue  research  into the  impact of its new  technology  with  regard to
accident   control,   reduced  stopping   distance  analysis  and  ABS,  non-ABS
tractor-trailer configurations.

According to  conclusions  drawn from  independent  evaluations,  the  Company's
Accident Control System:

(i)      Prevents jackknifing, trailer-swing and rollover of the tractor-trailer
         in all test permutations;
(ii)     Does not  interfere  with  normal  highway  operations  such as passing
         maneuvers or obstacle avoidance; and
(iii)    Enhances the driver's ability to maintain  steering control by limiting
         articulation  angle  during the  jackknifing,  trailer-swing  or out of
         control incident.

Product Reliability

The system that was tested by US and Canadian  authorities was also forensically
audited by Bacon Donaldson  Engineering of Richmond,  British Columbia to report
on how the  Accident  Control  System  stood up to  rigorous  testing  and sharp
impacts. The tested system withstood over 100 hard impacts, some at speeds of up
to 60 MPH, and deviated 5/100 of an inch from its original specifications4.

-----------------
2 See Exhibit 12.1 hereto.
3 See Exhibit 12.2.
4 See Exhibit 12.3.

                                       4
<PAGE>

The Industry

According to the Commercial  Carrier  Journal Census of the  Professional  Truck
Fleet Market, there are over 5 million trailers currently in use on the roads in
the  United  States and  Canada.  In 1998,  according  to the US  Department  of
Commerce,  over  300,000  new  trailers  were  sold  and  delivered  in the  US.
Twenty-six trailer manufacturers command 88% of the US domestic market.

According to a 2000 composite of the American  Trucking  Association's  database
there were  approximately  45,000 member  trucking  fleets  throughout the fifty
United  States.  Of those  fleets,  nearly  42%  were  located  in nine  states:
California;  Texas;  Pennsylvania;  Illinois;  Ohio; New York;  Michigan;  North
Carolina and Wisconsin.

Trucking  is vital to the US  economy.  On  January  25,  2000,  in a letter  to
President  Clinton  regarding  diesel fuel  prices,  Walter B.  McCormick,  Jr.,
President and CEO of the American  Trucking  Association,  stated:  "Trucks move
most of America's  freight and are the  transportation  backbone of the American
economy...the  trucking  industry  accounts  for  81% of the  country's  freight
revenue."

According  to  the  U.S.  Bureau  of  Labor  Statistics  (1997)  highway  crash,
jackknifing is the number one  occupational  cause of death.  Statistically  for
every truck driver  fatally  injured in a truck  accident a  corresponding  five
motorists  are also  killed.  In 1997,  857 truck  drivers were killed and 5,355
motorists died as a result of those accidents. According to the same statistics,
truck driving is 8.5 times more risky  occupation than being an airline pilot or
taxicab driver; 5.5 times more deadly than being a law enforcement  officer; and
4 times more deadly than being a construction laborer.

A large truck accident occurs on average every 71 seconds in North America.  The
NHTSA published a technical report titled Large-Truck  Accident  Causation,  DOT
HS-806-300.  According to the DOT report, "...data for single-vehicle  accidents
indicate that  run-off-road,  jackknife and rollover accidents account for 23.2%
of all reported truck incidents..."

In 1999 the NHTSA reported that large trucks caused:

(i)      5,362 fatalities
(ii)     142,000 injuries
(iii)    453,000 accidents
(iv)     $24 Billion in insurance claims (DOT-1997)

Sales & Marketing

The Company  intends to expand its business and generate  sales  through a three
pronged  strategy:  (i)  marketing  directly to and through  Original  Equipment
Trailer  Manufactures  (OEM's),  the National Trailer Dealers,  fleet operators,
petroleum and chemical  distributors and both private and public entities;  (ii)
lobbying  the  various  regulatory  agencies  such  as the  U.S.  Department  of
Transportation,  the National  Transportation Safety Board and the Environmental
Protection Agency; and, (iii) conducting a public relations campaign to industry
organizations  and unions such as the American Trucking  Association,  the Truck
Trailer Manufacturers Association, the National Tank Truck Carriers Association,
the  National  Association  of  Chemical   Distributors  and  the  International
Brotherhood  of  Teamsters  as well as other  industries  that are  effected  by
trucking safety such as insurance underwriters, trial lawyer associations, etc.

                                       5
<PAGE>

The  Company  will  significantly  increase  its  staff  over the  next  several
quarters.  Sales and marketing,  as well as technical and administrative support
staff will be increased to accommodate  the OEM and Trailer Dealer  distribution
network within the continental US and Canada.

Marketing to trailer manufacturers and fleet operators will be developed through
strategic  alliances  with  Original  Equipment  Manufacturers  (OEMs)  and  the
National  Trailer  Dealers  Association  (NTDA).  The Company's  intention is to
become a  preferred  supplier  of  technologies.  Each major  trailer OEM has an
aftermarket  parts  distribution   program  selling  to  the  dealers  in  their
distribution  network.  The products may be warehoused by the OEM or be directly
shipped  from the  manufacturer  to the dealers and billed  through the OEM. The
Company will also sell directly to independent dealers.

The Company will sell its System to fleets through  independent  tractor-trailer
repair facilities, parts distribution outlets and member dealers of the National
Trailer Dealers Association. Each dealership is an independently owned business,
representing  one or more of the  major  trailer  OEMs.  There are over 450 NTDA
members  representing  various trailer  manufacturers,  covering every State and
Province.

The  Company  will  also  establish  a  separate   aftermarket  network  through
independent tractor-trailer repair facilities and distributors. This will enable
the  Company  to more than  triple  the number of  installation  facilities  and
enhance  its  exposure  to the  small  fleets  and  independent  tractor-trailer
owner-operators.

The Company has identified major U.S. and Canadian commercial and private fleets
that include bulk commodity carriers,  flatbed carriers,  refrigerated carriers,
tank carriers, general freight carriers and special carriers.

The Company will also focus on state and federal government fleets, particularly
the Department of Energy and the Military,  by pursuing an aggressive government
marketing strategy.

The Company will lobby both the executive and legislative  branches of state and
federal  government to increase  awareness of the Company's System and to garner
support for mandating its technology.

The Company has engaged in dialogues with  officials in California.  The Company
has been  requested to prepare a report,  and is working  with a  transportation
lobby group  recommended by state  officials.  California is the largest vehicle
market in the world and has the  second  highest  death  rate from  large  truck
accidents in America.

The Company  believes that labor  organizations,  occupational and safety groups
and the insurance  industry will be motivated to work with the Company to ensure
that  tractor-trailers  are equipped with the System. The Company recognizes the
interest of these groups in creating  positive  changes to reduce  accidents and
the  resulting  claims.  For example,  the use of safety belts is now  mandatory
throughout the United States and Canada.  Insurance  claims can be denied if the
driver  and/or  the  passengers  are not  buckled  up,  because  they  would  be
contributing to their own injuries and breaking the law. Seatbelts,  ABS brakes,
conspicuous  reflective  tape and rear  under-ride  guards  are just some of the
safety  technologies  previously  mandated to help  drivers of  tractor-trailers
maintain control and reduce the severity of accidents.

                                       6
<PAGE>

The Company,  which is a member of the American Trucking  Association's Safety &
Loss  Prevention  Council,  will work with the  Council as well as the  National
Association  of  Chemical  Distributors,  affected  unions and the  Occupational
Safety Health  Administration  to integrate its system throughout all sectors of
the trucking industry. We will participate in professional seminars to influence
groups  that  may  affect  financial  settlements  resulting  from  large  truck
accidents  such as the State  and  Provincial  Trial  Lawyers  Associations  and
insurance actuarial groups.

The Company  believes that its  technology has vehicle  dynamic  characteristics
that have legal and regulatory implications for trucking companies. According to
some legal  authorities the Company's crash  mitigation  technology could create
negligence and personal liability exposure for directors of trucking  companies.
In the late 1980s, The Georgia Trial Lawyer  Association was conducting  courses
on suing trucking  companies for negligence.  They suggested a case for punitive
damages was  prosecutable if a  tractor-trailer  had an accident that could have
been mitigated or avoided with an anti-jackknife  device.  The litigation tactic
was only possible as long as anti-jackknife devices were available.

Competition

Currently,  there is no known  competitor  that markets an Accident  Control and
Anti-Jackknife System.  However, in the late 1980s a company conducted extensive
testing of a rudimentary  anti-jackknife  device and lobbied  various  levels of
government,  the transportation  sector and the insurance industry.  The company
published  material  stating it had conducted  numerous tests and the subsequent
evaluations  resulted in the State of New Mexico drafting legislation to mandate
the use of  anti-jackknife  devices.  It  further  stated  the  State  of  Texas
contemplated   insurance  premium   reductions  for  resident  fleets  employing
anti-jackknife  devices  on  their  trailers,  and  both  State  Departments  of
Transportation used the device on their fleets.  Apparently,  the States did not
follow through with their respective  initiatives  because the company could not
maintain  itself as a financially  viable entity and ceased  operations  shortly
thereafter.

Governmental Regulation

The Company  complies  with all existing laws and  regulations.  The Company has
made,  and will  continue  to make,  expenditures  to comply  with such laws and
regulations.

Employees

The  Company  will  significantly  increase  its  staff  over the  next  several
quarters.  Sales and marketing as well as technical and  administrative  support
staff will be increased to accommodate  the OEM and Trailer Dealer  distribution
network within the continental U.S. and Canada.

None of the Company's  employees are  represented  by unions.  There has been no
disruption  of  operations  due to  labor  disputes.  Management  considers  its
relations with its employees to be good.


Item 2.  Description of Property

Office Space Lease

The Company maintains executive offices and a  production/distribution  facility
at 3871  Airport  Way,  Bellingham,  WA,  98226;  a sales office at No. 400, 409
Granville St.,  Vancouver,  BC V6C 1T2; and an administrative  office at 2700 N.
Military Trail, Suite 220, Boca Raton, Florida 33431. The Bellingham facility is
approximately  30,000  square  feet of which  3,000 is office  space and  27,000
manufacturing and warehouse space.

                                       7
<PAGE>

Real and other Tangible Property

The company has office equipment  valued at $22,884,  and furniture and fixtures
at $8,121.

Intellectual Property

In June of  1999,  the  Company's  Intellectual  Property  lawyers  filed a U.S.
provisional  patent  application  for the Company's  first Accident  Control and
Anti-Jackknife  System.  The Company filed an additional US  provisional  patent
application for another  Accident Control and  Anti-Jackknife  System in July of
1999.

Item 3.  Legal Proceedings

The Company is currently not a party to any litigation.


Item 4.  Submission of Matters to a Vote of Security Holders

In December 2000, prior to the merger,  both Sweats and Eats, Inc. (the Company,
and surviving  corporation in the merger) and Safe Transportation  Systems, Inc.
solicited the consent of their  shareholders to the merger and subsequent change
of name and appointment of Board of Directors.  Required  consent was duly given
by the shareholders of both corporations.

On April 19, 2000 the shareholders of the Company voted to amend the articles of
incorporation  of the  Company to change its name from Big  Daddy's  Auto Sales,
Inc.  to Sweats and Eats,  Inc.  See the  Articles of  Amendment  to Articles of
Incorporation attached hereto as Exhibit 2.6.

                                     Part II

Item 5.  Market for Common Equity and Related Stockholder Matters

Trading Market

Our stock is traded on the OTCBB under the symbol  "SFTS."  Trading began in the
first quarter of 2001, and the stock traded at the following prices:

Calendar Period            Bid Price:                High              Low

First Quarter                                       $4.58             $1.08

Holders

As of April 1, 2001, there were  approximately  204 record holders of our voting
common stock.

                                       8
<PAGE>

Dividends

We have not paid cash  dividends  on our common  stock.  We expect to invest our
future earnings, if any, in the further expansion and growth of our business for
the foreseeable future.

Recent Sales of Unregistered Securities During 2000

There were no sales of unregistered securities in the year 2000.


Item 6.   Management's Discussion and Analysis or Plan of Operation

The following  discussion and analysis  should be read in  conjunction  with our
financial  statements and the notes thereto contained  elsewhere in this report.
The  discussion of these results should not be construed to imply any conclusion
that any condition or circumstance discussed herein will necessarily continue in
the  future.  When used in this  report,  the words  "believes,"  "anticipates,"
"expects,"  and similar  expressions  are  intended to identify  forward-looking
statements.  Risks  and  uncertainties  could  cause  actual  results  to differ
materially  from those that are  modified by these  forward-looking  statements.
Readers  are  cautioned  not to place undue  reliance  on these  forward-looking
statements,  which speak only as of the date hereof.  The Company  undertakes no
obligation   to  publicly   release  the  results  of  any  revisions  to  these
forward-looking  statements that may be made to reflect events or  circumstances
after the date of this report,  or to reflect the  occurrence  of  unanticipated
events.

Plan of Operation

Following is an outline of the Company's plan of operation for the year 2001:

The Company is in transition from a research and development  based company to a
product  manufacturer,  and as such,  has had no revenues  or income.  Our R & D
activities   have   included  the   refinement   of  the   Accident   Control  &
Anti-Jackknifing  System  that has  resulted  in the  filing of two  provisional
patent applications during 1999.

The Company is poised to aggressively  implement its sales and marketing plan on
all levels and will intensify its efforts as the plant becomes operational.  The
preliminary  response  by the market  place has been  positive  and the  Company
believes  its  continued  success  is  dependent  upon the  ability  to  fulfill
potential orders in a timely manner.

The Company  has  performed  sales and  marketing  activities  of which the most
recent include the  following:  development  and production of sales  materials;
discussions  with CalTrans and the  California  Highway Patrol  regarding  their
participation  in testing of the device;  a follow up campaign to eight (8) tank
trailer manufacturers and seven hundred and fifty (750) trucking companies; and,
participation in numerous  industry  sponsored  conferences such as the American
Trucking Association Safety & Loss Prevention Council National  Conference,  the
American Trucking Association  Management Council Convention,  the Truck Trailer
Manufacturers  Association  Convention,  the National Truck Carriers Association
Annual Conference, the Commercial Vehicle Safety Alliance Annual Conference, the
National Association of Chemical Distributors Annual Conference,  the California
Trucking   Association   Annual  Safety   Conference  and  the  Oregon  Trucking
Association Annual Safety Conference.

In addition to general and administrative and marketing expenses,  the Company's
most significant  operating costs are anticipated to be capital requirements for
the  manufacture of its System which includes plant  operation,  materials,  and
machinery.

                                       9
<PAGE>

The  Company  has entered  into a lease for a 30,000  square foot  manufacturing
facility in Bellingham, Washington. The terms of the lease are $14,000 per month
with an option to purchase the facility. The Company anticipates the facility to
be fully operational  during the third quarter of 2001.  Simultaneously to that,
the Company has subcontracted manufacturing to an experienced sub-contractor who
can produce up to 1,000 units a month.

The Company intends to secure financing from the Port of Bellingham,  Washington
in the form of a $5 million  Industrial  Revenue Bond. The Company will use $3.8
million of the proceeds to acquire the equipment  necessary for production.  The
balance  will be utilized  for  purchase of the  manufacturing  facility (in the
first quarter of year 2002).

Management anticipates the transaction will be executed in the second quarter of
2001. The proceeds from the IRB will be amortized over 20-years with interest at
4.5% per annum.  In  addition to the  interest  cost of the bond the Company has
projected  3%  additional  cost on the  unpaid  balance  of the  bond  for  bond
administration.  This  includes  fees,  bank charges and a letter of credit that
will be necessary.

Management expects that once the Washington facility is complete that there will
be ample  production  to meet  demand  during  the three  years  covered  in its
financial projections.

On January 10, 2001 the Company  commenced  an offering of  securities  which it
believes  is  exempt  from  registration  as per Rule 506 of  Regulation  D. The
Company  is  seeking  to raise  up to  $7,700,000  (before  payment  of  selling
commissions  and associated  expenses) by selling up to 2,500,000  shares of its
Common Stock in four  tranches as follows:  1,100,000  shares at the price of $2
per share in the First  Tranche;  500,000 shares at the price of $3 per share in
the  Second  Tranche;  500,000  shares at the price of $4 per share in the Third
Tranche;  and,  400,000  shares  at the  price of $5 per  share in the final and
Fourth Tranche.

Results of Operations

Prior to the reverse merger transaction,  Sweets & Eats, Inc., the Company,  had
no assets,  liabilities or operations.  For accounting purposes, the transaction
was treated as a  recapitalization  and accounted for as a reverse  acquisition.
Therefore,   the  financial  statements  of  the  company  reflect  the  assets,
liabilities and operations of Safe Transporation Systems, Inc. (STS).

Through  December 31, 2000 STS was a development  stage entity having no revenue
or operations from its inception.  Its efforts have been principally  devoted to
development of its products, organizational activities, and raising capital. The
accompanying  financial  statements  have  been  prepared  on  a  going  concern
basis,which  contemplates  the  realization  of assets and the  satisfaction  of
liabilities in the nornal course of business.  The company incurred net loses of
$2,257,061  and  $5,063,284  for the  years  ended  December  31,  2000 and 1999
respectively.  As of December 31, 2000 the company had negative  working capital
of $183,641 and stockholder's deficit of $144,256.

Liquidity and Capital Resources

The Company's  continued  existence is dependent upon its ability to resolve its
liquidity  problems,  principally  by  funding  obtained  through  the  Rule 506
Regulation D Offering,  commencing sales, and generating  sufficient revenues to
become profitable.  During the interim,  the company will continue to operate on
cash flows generated from loans,  raising capital and internally  generated cash
flow.  Additionally,  the Company  intends to secure  financing from the Port of
Bellingham,  Washington in the form of a $5 million Industrial Revenue Bond. The
Company will use $3.8 million of the proceeds to acquire the equipment necessary
for production.  The balance will be utilized for purchase of the  manufacturing
facility (first quarter of year two).

                                       10
<PAGE>

Factors  that  may  Affect  Implementation  of Plan  of  Operation  and  Company
Performance

This Report  contains  forward-looking  statements that may be affected by risks
and  uncertainties  including  many that are outside our control.  The Company's
actual operating results could differ materially as a result of certain factors,
including those set forth below and elsewhere in this Report.

General Risks Inherent in Transition from a R&D Company to a  Manufacturing  and
Distribution  Company:  The  Company  is  in  transition  from  a  research  and
development  oriented  company  to a  manufacturing  and sales  company,  and is
subject to all of the new risks that are inherent in a small company  seeking to
introduce, manufacture, market and distribute new products to retail, wholesale,
and  government  customers.  The  likelihood  of the  Company's  success must be
considered in view of the problems,  expenses,  difficulties,  complications and
delays frequently encountered in connection with the introduction,  manufacture,
marketing and distributions of new products.

No  assurances  of  Achieving   Profitability   during  the  2001  Fiscal  Year:
Furthermore, there can be no assurance that the Company's business strategy will
enable it to  achieve  profitable  operations  in the  future.  Accordingly,  an
investment in the Company is a high-risk  speculative  investment  suitable only
for  persons  having  no need for  liquidity  in their  investment  and who have
adequate financial resources to withstand a total loss of their investment.

General Industry Risks:  The inherent  industry risks to the Company include but
are not limited to the  following:  (i) the necessity of government  approval of
the product on federal and state regulatory  levels;  (ii) difficulty in gaining
acceptance  of the product  from the trucking  industry  and the numerous  trade
associations  and  organizations  throughout the industry;  (iii)  difficulty in
obtaining market penetration due to the novelty of the technology and an absence
of a performance history of the product and the Company; and, (iv) difficulty in
adapting  the  Company's  product  to  the  original  equipment   manufacturer's
equipment.

Technological  Change:  The trailer  manufacturing  industry is  dominated by 30
companies  that have over 90% market share.  The Company's  future  success will
depend,  in part, on the Company's  ability to develop and enhance the Company's
existing  products.  The  Company  must  respond to  technological  advance  and
evolving industry standards and practices on a timely and cost-effective  basis.
The development and enhancement of products  entails  significant  technical and
financial  risks.  The Company  may be  required  to adapt  products to evolving
industry standards, and/or develop, introduce and market product enhancements or
new products.  In addition,  the Company may experience  difficulties that could
delay  or  prevent  the  successful  development,  production,  introduction  or
marketing of these products, and the Company's new product enhancements.  If the
Company  encounters  these  problems,  its  business,  financial  condition  and
operating results may be adversely affected.

Need for Additional  Capital:  The Company's capital  requirements have been and
will continue to be  significant  due to,  amongst  other  things,  research and
development costs incurred in the filing of two provisional patent applications,
and the manufacture, distribution and marketing costs of the Company's products.
There can be no assurance that any additional financing will be available to the
Company when needed, on commercially  reasonable terms, or at all. Any inability
to obtain additional  financing when needed would have a material adverse effect
on the Company's business, financial condition and results of operations.

                                       11
<PAGE>

Management  Growth: The Company  anticipates  significant growth in it first two
years  of  operations,  and  this  growth  will  require  the  Company  to  make
significant  additions  in  personnel  and  significantly  increase  its working
capital   requirements.   Such  growth   will   result  in  new  and   increased
responsibilities  for management personnel and has placed and continues to place
a  significant  strain upon the  Company's  management,  operating and financial
systems and other  resources.  There can be no assurance  that the strain placed
upon the  Company's  management,  operating  and  financial  systems  and  other
resources  will not have a material  adverse  effect on the Company's  business,
financial  condition and results of  operations,  nor can there be any assurance
that the  Company  will be able to attract  or retain  sufficient  personnel  to
continue  planned  expansion of its  operations.  Also crucial to the  Company's
success in  managing  its growth  will be its  ability to achieve  economies  of
scale.  There can be no assurance  that the Company will be able to achieve such
economies of scale and the failure to do so could have a material adverse effect
on the Company's financial condition and results of operations.

To manage  the  expansion  of its  operations,  the  Company  must  continuously
evaluate the adequacy of its management  structure and its existing  systems and
procedures,  including,  without limitation,  it quality control,  financial and
internal  controls  systems.  There can be no  assurance  that  management  will
adequately  anticipate  all of the changing  demands that growth could impose on
the Company's systems,  procedures, and structure. In addition, the Company will
be required to react to changes in its  industry,  and there can be no assurance
that it will be able to do so  successfully or at all. Any failure to adequately
anticipate  and  respond to such  changing  demand  may have a material  adverse
effect on the Company's business, financial condition and results of operations.

Indebtedness:  The  Company  does  not  have any  long-term  debt at this  time.
However,  the Company  intends to secure  additional  financing from the Port of
Bellingham,  Washington in the form of a $5 million  Industrial  Revenue Bond as
described above in `Plan of Operation'.

Regulatory Matters: The Company complies with all existing laws and regulations.
The Company has made,  and will  continue to make,  expenditures  to comply with
such laws and regulations.

Dependence on Key Personnel:  The Company's  business requires the employment of
highly skilled personnel. The recruitment and retention of experienced personnel
that are technologically and manufacturing  proficient is particularly important
to the Company's  performance and success. The success of the Company's business
will be dependent to a large extent upon the  services,  abilities and continued
participation of the executive officers and principal  employees and consultants
of the Company for management of the Company and  implementation of its business
strategy.  The loss of the  services of James Long or Ian  Pallett  could have a
material  adverse  effect  on  the  Company's  business  operations,   financial
conditions,  and results of  operations.  However,  the  Company  does have "key
person" life insurance for its officers.  If its operations  expand, the Company
will also be  dependent  upon its  ability  to  attract  and  retain  additional
qualified employees and consultants.  There can be no assurance that the demands
placed on the Company personnel by growth of the Company's business and the need
for  close  monitoring  of its  operations  and  financial  performance  through
appropriate and reliable  administrative and accounting  procedures and controls
will be met, or that the Company will otherwise manage its growth  successfully;
the  failure  to do so could  have a material  adverse  effect on the  Company's
business,  financial  condition and results of operations.  There is significant
competition  for  qualified  personnel,  and there can be no assurance  that the
Company will be successful in  recruiting,  retaining or training the management
personnel it requires.

                                       12
<PAGE>

Significant  Fluctuations in Quarterly Operating Results: The Company's revenues
and operating  results may fluctuate  from quarter to quarter,  and from year to
year, due to a combination of factors,  including  fluctuations in the number of
units sold,  fluctuations in manufacturing costs, unforeseen production problems
such  as  with  machinery  reliability,  and  fluctuations  in  advertising  and
marketing  costs.  Accordingly,  any  increase  in  any  of  these  costs  could
negatively impact the Company's revenues. In addition, there can be no assurance
that the revenues generated from product sales will be maintained.

Uncertainty  of Protection of  Proprietary  Information:  The Company  relies on
trade  secrets  and  proprietary  know-how  in  order  to  prevent  others  from
developing  substantially  similar  products.  In June of  1999,  the  Company's
Intellectual  Property lawyers filed a U.S.  provisional  patent application for
the Company's  first Accident  Control and  Anti-Jackknife  System.  The Company
filed an additional U.S.  provisional  patent  application for another  Accident
Control and Anti-Jackknife  System in July of 1999. These actions,  however, may
not afford  complete  protection  and there can be no assurance that others will
not  independently  develop  similar  trade  secrets  or  obtain  access  to the
Company's trade secrets. The company will aggressively protect its trade secrets
and proprietary know-how but in the event that competitors independently develop
or to otherwise  obtain access to the  Company's  trade  secrets,  the Company's
business, financial condition and results of operations may be affected.

Competition:  Currently,  there is no known competition that markets an Accident
Control  and  Anti-Jackknife  System.  However,  in the  late  1980s  a  company
conducted extensive testing of a rudimentary  anti-jackknife  device and lobbied
various  levels of  government,  the  transportation  sector  and the  insurance
industry. The company published material stating it had conducted numerous tests
and the  subsequent  evaluations  resulted  in the State of New Mexico  drafting
legislation to mandate the use of anti-jackknife  devices. It further stated the
State of Texas  contemplated  insurance  premium  reductions for resident fleets
employing anti-jackknife devices on their trailers and both State Departments of
Transportation used the device on their fleets.  Apparently,  the states did not
follow through with their respective  initiatives  because the company could not
maintain  itself  as  a  financially   viable  entity,   and  ceased  operating.
Nonetheless,  the Company  cannot  preclude the  possibility  that a competitive
technology could be introduced to the market place.


Item 7.  Financial Statements

The Company's  financial  statements and  associated  notes are included in this
report.

Item  8. Changes  In  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure

There  were  no  changes  in  or  disagreements   with  our  independent  public
accountants on accounting and financial disclosure in 2000.

                                       13
<PAGE>

                                    Part III

Item 9.  Directors, Executive Officers, Promoters and Control Persons

The executive officers and key management employees of the Company are described
below:

Name                           Age       Position
----                           ---       --------
James B. Long                  41        President & Chief Executive Officer

Ian Pallett                    51        Executive Vice President

Patrick Riebalkin              35        Vice President of New Product
                                         Development

James B. Long
(41 years old, President and Chief Executive Officer and Founder of the Company,
Director)

James B. Long has a  substantial  business  management,  marketing,  sales,  and
entrepreneurial  career,  which began in 1980 with IBM, and progressed through a
series  of  increasingly   senior  positions  in  the  business   equipment  and
telecommunications industry.

From 1987 - 1994 Mr. Long introduced many competitive telecommunication services
to the Canadian market. He co-founded Starcom  International  Optics Corporation
which linked  Vancouver B.C. to Seattle,  Washington  with the first fiber optic
link which  seamlessly  joined Canada to the United  States.  As a member of the
Board of Directors his company set telecommunication legislative precedence with
the  Federal   Communications   Commission   (FCC),  the  Washington   Utilities
Commission, the Canadian Radio and Telecommunications Commission (CRTC). As Vice
President of Sales and Marketing, he developed and implemented the strategy that
built a team,  which filled the  telecommunications  void between Canada and the
United States on the west coast.

From  1994  -  1997  Mr.  Long  co-developed  an  aerodynamic   device  for  the
tractor-trailer  industry. As Director, and in the capacity of Vice President of
Sales  and  Marketing  he proved  the value of the  technology  to  industry  as
recognized by the Innovation  Center of Waterloo,  Ontario,  where the invention
won first prize as the Most Environmentally Useful Innovation Award of 1996. Mr.
Long  developed  this  innovative  strategy  for  new  tractor-trailer   product
introduction  while working with Gorlan Fairing Inc. in Vancouver in association
with KPMG's Transportation Services Group.

Mr.  Long's broad  experience in marketing to the trucking  industry  helped him
recognize  the need  for a  tractor-trailer  anti-jackknife  safety  device.  He
conceived  the concept of a life  saving  accident  control  and  anti-jackknife
system.  Through STS, he assembled a diverse team of professionals  from various
disciplines varying from truck and trailer designers,  engineers,  manufacturing
specialists and vehicle systems technicians.

Mr.  Long  brings  his  highly  strategic  approach  to the  task  of  corporate
development,  international  marketing  and strategic  alliances.  Mr. Long is a
co-inventor of STS's new technologies.

Mr. Long earned a Diploma of Technology in Marketing Management from the British
Columbia   Institute  of  Technology.   He  also   successfully   completed  the
Telecommunications   Management  Program  of  Vancouver  Community  College  and
numerous other industry specific programs.

                                       14
<PAGE>

Ian Pallett
(51 years old, Director)

Mr. Pallett is the Executive  Vice  President of the Company and  co-inventor of
its technologies. Prior to joining STS in the spring of 1998, Mr. Pallett served
as  President of Penn Lease  Corporation.  Mr.  Pallett  brings over twenty (20)
years of experience as a highly  creative  executive  specializing in innovative
financial services to the transport industry;  particularly involving investment
services such as finance  structuring,  lease  facilitation and currency hedging
strategies  for  trans-border   carriers,   involving  millions  of  dollars  in
transactions  monthly in Canada and the United States. He has worked extensively
with foreign and U.S. banks, syndicates, institutional funds and brokerages.

Mr. Pallet worked as a securities  broker with Merrill Lynch Canada from 1984 to
1989,  where his  reputation  and clientele  flourished in the petroleum  supply
sector.  Mr. Pallett acted as a financial advisor on currency hedging strategies
for oil sector  transportation  companies  hauling  cross-border  freight,  with
particular emphasis on U.S. -Canadian currency hedging strategies.

Mr. Pallett's administrative, financial, leasing and lending expertise gives STS
the ability to offer clients  diverse and unique  finance  options for employing
the Company's technology.

Mr. Pallett attended  Vancouver City College,  Langara,  where he studied Honors
Mathematics and Physics.

Patrick Riebalkin
(35 years old, Vice President of New Product Development)

Mr.  Riebalkin  has over twelve (12) years of  experience  in metal and plastics
fabrication,  transportation related research and development,  and plant design
and construction. Mr. Riebalkin is the co-inventor of the STS Systems.

In 1997 Mr.  Riebalkin  joined Gorlan Trailer Fairing Inc. as Senior  Production
Manager  responsible for Product Design Engineering and Research and Development
of aerodynamic freight trailer fairings. Prior to that he was Technical Services
Supervisor and Quality Assurance Manager with Whitewater Specialties Ltd., where
his  responsibilities  included  production,  and  research and  development  of
components  supplied to Western Star Trucks. Mr. Riebalkin was also a key member
of  the  layout  and  design  team  of  Whitewater's   new  60,000  square  feet
manufacturing plant in Kelowna, British Columbia.

Mr. Riebalkin graduated from the School of Mechanical Engineering at the British
Columbia Institute of Technology in 1994 with a diploma in Plastics  Technology,
and was awarded a Senior Project  Excellence Award in Design and Development for
an Aerodynamic Freight Trailer Fairing.

Outside Directors of the Board

Alan P. Brooks
(52 years old, Director)

Mr. Brooks is Managing Director of Cone, Rose, Thatcher, Ltd., an investment and
merchant bank  specializing  in mergers and  acquisitions,  leveraged  buy-outs,
structured financing,  capital advisory services and marketing to a wide variety
of companies and government  organizations  throughout the world. Prior to this,
Mr.  Brooks served as CEO and Chairman of Interfund  Resources,  Ltd. Mr. Brooks
brings over thirty (30) years of  experience  as an  executive  specializing  in

                                       15
<PAGE>

financial  services whose  dealings in the  investment,  financial  services and
aviation  industries  have involved  several  billion dollars in transactions in
more than twelve (12)  nations in North  America,  Europe and the Far East.  Mr.
Brooks is also a Director and Advisor to Bromark Capital Management,  Ltd., MCAP
Investment  Group,  Ltd.  and  a  Partner  in  Allied  Capital  Partners,   Ltd.
Previously,  he was President of  Commercial  Leasing  Corporation  where he was
instrumental in developing financial products and services, and syndicating ITCs
and tax benefits. His career began in product management at the Clairol Division
of  Bristol  Myers,  Inc.  Later,  he  became  Director  of  Marketing  for  the
Revlon-Realistic  Division of Revlon, Inc., and then served as Vice President of
Marketing & Sales at Studio One Products,  Inc. where he was responsible for the
restructuring  and return to profitability of the company.  Mr. Brooks graduated
with a B.A. Degree in Marketing and Finance from the University of Florida.

Lawrence J. Brady
(61 years old, Director)

Mr. Brady is Chairman and CEO of American  Technologies  Group,  Inc.  (ATG), an
advanced  technology  company  providing  solutions  to  environmental  problems
worldwide.  Mr.  Brady was a founder and  director of  Capitoline  International
Group,  Ltd.,  Senior  Vice  President  of  Hill  and  Knowlton  Public  Affairs
Worldwide,  and  Director  of  International  Business  Development  of  Sanders
Associates,  a Lockheed  subsidiary.  Mr. Brady served as Assistant Secretary of
Commerce for Trade Administration in the Reagan Administration,  responsible for
administering  federal government export and import trade regulation  functions.
These included high technology  export control and enforcement  programs and the
anti-boycott  and foreign trade zone  programs.  Mr. Brady also  supervised  the
administration of U.S. laws designed to prevent unfair sales of foreign products
in the U.S.  Mr.  Brady  served  in  senior  staff  roles in the  Nixon and Ford
administrations.   He  has  represented  the  U.S.  in  trade  negotiations  and
conferences in Europe, Japan, and the People's Republic of China, and has been a
frequent witness on international trade matters before Congress. Mr. Brady holds
a degree in politics and  economics  for Catholic  University of America and has
completed pre-dissertation requirements for a doctorate in international affairs
and international economics.

G. Roy Long, Jr.
(77 years old, Director)

Mr. Long, as senior partner,  has managed the prominent law firm of Long, Miller
for over fifty (50) years:  the firm  specializes in estates,  trusts and family
law. Mr. Long is a well-known  philanthropist  in the city of Vancouver,  having
served as chairman,  director,  secretary  and an officer in numerous  charities
such as the Young Men's Christian  Association,  the Canadian Victorian Order of
Nurses,   the  Kiwanis  Club  of  Vancouver  and  other   charitable   religious
organizations.  Mr. Long is a member of the Chancellor's  Circle, a select group
of outstanding  contributors  and alumni of the University of British  Columbia.
Mr. Long is the father of the Company's President and CEO, James B. Long.

Charles R. McCarthy, Jr.
(60 years old, Chairman of the Board)

Mr.  McCarthy is presently  affiliated with the law firm of O'Connor & Hannan in
its  Washington,  DC office as Counsel to the Firm.  He brings over  twenty-five
(25) years of intensive experience in diverse corporate and securities practice.
He served for many years as the General  Counsel to the National  Association of
Corporate  Directors  and is a recognized  authority on the subjects of U.S. and
international  corporate  governance  issues.  Mr.  McCarthy has qualified as an
expert witness on corporate and securities law matters in both federal and state
courts around the country and currently serves on a number of corporate  boards.

                                       16
<PAGE>

He was Director of the National  Blue Ribbon  Commission  on the proposed  proxy
reforms and their impact on Executive  Compensation in the United States.  Early
in his career Mr.  McCarthy  served as trial  attorney with the  Securities  and
Exchange  Commission,  in the  Division of  Enforcement,  where he  prosecuted a
number of significant cases on behalf of the SEC. He is a member of the District
of Columbia  Bar and the DC Bar  Association.  He is admitted to practice law in
the various courts of the District of Columbia,  as well as the Supreme Court of
the United States.  Mr.  McCarthy  graduated from LeMoyne College with a B.S. in
Political Science and earned a Doctor of Law Degree from Georgetown University.

Larry Pressler
(58 years old, Director)

Former  United  States  Senator  Larry  Pressler  was a Member of  Congress  for
twenty-two  (22)  years.   During  that  time,  Senator  Pressler  authored  the
Telecommunications Act of 1996; was Chairman of the Senate Commerce, Science and
Transportation    Committee;   and   authored   various   aviation,    pipeline,
transportation,  satellite,  foreign  policy,  business  and trade  legislation.
During  his  tenure in the  Senate,  Senator  Pressler  served on the  following
committees:  Commerce,  Foreign  Relations,  Finance,  Banking,  Environment and
Public Works, Small Business,  and Special Committee on Aging.  Senator Pressler
is  currently a partner in the  Washington,  D.C. law firm of O'Connor & Hannan,
and is chairman of the law firm's Telecommunications and Business Group. Senator
Pressler specializes in regulatory law, commercial law, and lobbying activities.
Senator  Pressler  has  extensive  experience  in helping  businesses  that have
problems  with the  federal  government.  Senator  Pressler  is a former  Rhodes
Scholar at Oxford,  U.K.,  a Graduate of Harvard  Law School,  and a Vietnam War
veteran.


Item 10. Executive Compensation

The Company has executed  employment  agreements  with Mr. Long and Mr. Pallett.
The terms of both  contracts  are as follows:  five years;  annual  gross salary
commencing  at  $120,000;  re-evaluation  on an annual basis with an increase in
salary and benefits based upon performance;  and,  participation in an incentive
stock option plan (to be approved by the shareholders).

The  Company  has set up a  Compensation  Committee  of the  Board of  Directors
comprised of two outside directors and one management director to administer all
compensation issues.

The Company  does not  compensate  members of the Board of  Directors  for their
services in such capacity. Upon acceptance of election to the Board of Directors
each outside Director received a grant of 100,000 Shares of common stock.


Item 11. Security Ownership of Certain Beneficial Owners and Management

The  following  table sets  forth,  as of  December  31,  2000,  the  beneficial
ownership of the Company's outstanding shares of Common Stock.

                                       17
<PAGE>

Name                                Number of Shares          Percentage

James B. Long                         7,622,000                 44.6%

Ian Pallett                           3,091,720                 18.1%

All Directors and
Officers as a Group                  11,375,120                 66.5%


Item 12. Certain Relationships and Related Transactions

1. G. Roy Long, a director of the company,  is the father of James B. Long,  the
CEO and President.

2. On August 12, 2000, the Company  resolved to implement an unqualified  option
plan pursuant to which it would issue unqualified options with an exercise price
of $0.50 per share as follows:

     o   500,000  options to Cone,  Rose,  Thatcher,  Ltd. in accordance  with a
         Financial and Services Advisory Agreement;
     o   1,000,000  options to James B. Long in exchange for the  relinquishment
         of all development and proprietary  rights and/or royalties,  licensing
         fees, etc. to the anti-jack-knifing system;
     o   1,000,000  options to Ian Pallet in exchange for the  relinquishment of
         all  development  and proprietary  rights and/or  royalties,  licensing
         fees, etc. to the anti-jack-knifing system;
     o   25,000 options each to Colin V. Hall,  Norman L. Williams,  and Patrick
         Riebalkin in exchange for the  relinquishment  of all  development  and
         proprietary  rights  and/or  royalties,  licensing  fees,  etc.  to the
         anti-jack-knifing system; and
     o   30,000  options to Richard P/ Craig in exchange for the  relinquishment
         of all development and proprietary  rights and/or royalties,  licensing
         fees, etc. to the anti-jack-knifing system.

3. The Company also resolved to issue 50,000 shares of Common Stock,  and 50,000
unqualified options to Mark B. Goldstein.

4. On August 12,  2000,  the  Company  entered  into a  Financial  and  Advisory
Services  Agreement  with Cone,  Rose,  and Thatcher,  Ltd.  ("CRT").  Under the
Agreement CRT shall receive  500,000  shares of the Company's  Common Stock,  an
option to purchase an additional  500,000 shares of Common Stock at the price of
$.50 per share, and an advisory cash fee equal to 6% of all funding in excess of
$7,700,000  facilitated  by CRT in exchange  for a wide array of  financial  and
advisory services. For detailed terms of this agreement see Exhibit 6.1.


Item 13. Exhibits and Reports on Form 8-K.

(a)  Exhibits  The  Company  files the  following  exhibits  with this report or
incorporates  by reference to exhibits filed  previously with the Securities and
Exchange Commission by the Company.

                                       18
<PAGE>

Exhibit No.                Description

2.1      Articles of Merger between Safe Transportation Systems, Inc. and Sweets
         and Eats, Inc., dated December 28, 2000
2.2      Certificate  of  Incorporation  of Safe  Transportation  Systems,  Inc.
         (British Columbia, Canada, filed on July 7, 1998)
2.3      Certificates  of Continuance  and Good Standing of Safe  Transportation
         Systems, Inc. (Wyoming, October 17 and 19, 2000)
2.4      Articles of Incorporation (Big Daddy's Auto Sales, Inc., dated December
         6, 1994)*
2.5      Amendment to Articles of Incorporation  (Big Daddy's Auto Sales,  Inc.,
         dated October 2, 1998)
2.6      Amendment  to Articles of  Incorporation  (Change of name to Sweets and
         Eats, Inc., dated April 25, 2000)
2.7      Amendment  to  Articles  of  Incorporation  (Change  of  name  to  Safe
         Transportation Systems, Inc., dated March 15, 2001)
2.8      Bylaws**
6.1      Financial and Advisory Services  Agreement between Safe  Transportation
         Systems, Inc. and Cone, Rose, Thatcher, Ltd., dated August 12, 2000.
6.2      Lease Agreement
8.1      Merger Agreement between Safe Transportation  Systems,  Inc. and Sweets
         and Eats, Inc., dated December 18, 2000
8.2      Agreement for the Exchange of Common Stock, between Safe Transportation
         Systems, Inc. and Sweets and Eats, Inc., dated December 18, 2000
12.1     Pacific Traffic Education Centre test report
12.2     Transportation Research Center Inc. test report
12.3     Bacon Donaldson test report

Incorporation By Reference:

*        Filed as Exhibit to the Company's registration statement on Form 10-SB,
         Commission 000-26631 and incorporated by this reference.
**       Filed as Exhibit to the Company's registration statement on Form 10-SB,
         Commission 000-26631 and incorporated by this reference.

(b) Reports on Form 8-K

We filed a Current Report on Form 8-K on November 11, 2000__ Commission File No.
000-26631.

                                       19
<PAGE>

                                   Signatures

In  accordance  with  Section 13 or 15(d) of the  Securities  Exchange  Act, the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized this 12th day of April 2001.

Safe Transportation Systems, Inc.


By: /s/ James B. Long
---------------------
        James B. Long, CEO (Principal Executive Officer)


In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.


Dated this 15th day of April 2001


By: /s/ James B. Long
---------------------
        James B. Long, President, CEO and Director


By: /s/ Ian Pallett
-------------------
        Ian Pallett, Executive Vice President and Director


By: /s/ Alan P. Brooks
----------------------
        Alan P. Brooks, Director


By: /s/ Lawrence J. Brady
-------------------------
        Lawrence J. Brady, Director


By: /s/ G. Roy Long
-------------------
        G. Roy Long, Director


By: /s/ Charles R. McCarthy
---------------------------
        Charles R. McCarthy, Jr., Chairman of the Board


By: /s/ Larry Pressler
----------------------
        Larry Pressler, Director


By: /s/ Mark Goldstein
----------------------
        Mark Goldstein, Secretary