Form 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                For the quarterly period ended September 30, 1996

                                       OR

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

               For the transition period from _______ to ________

                         Commission File Number 0-28490

                          GUARDIAN INTERNATIONAL, INC.
                 (Formerly Everest Security Systems Corporation,
                      formerly Everest Funding Corporation,
                     formerly Burningham Enterprises, Inc.)
             (Exact name of Registrant as specified in its charter)

               State of Nevada          58-2201633
     (State or other jurisdiction of    (I.R.S. Employer
     incorporation or organization)     Identification No.)


                          Guardian International, Inc.
                               3880 N. 28 Terrace
                            33020 Hollywood, Florida
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (954)926-1800
                            ------------------------
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  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
The number of shares  outstanding of the  Registrant's  Common Stock,  par value
$.001 per share, at October 16, 1996, was 6,453,804 shares.

                                                         1

<PAGE>



                                                      PART I

Item 1.           Financial Statements

GUARDIAN INTERNATIONAL, INC.

FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 1996


[unaudited]


GUARDIAN INTERNATIONAL, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
     SEPTEMBER 30, 1996 AND DECEMBER 31, 1995

ASSETS

                                                    September 30, December 31,
                                                           1996         1995
                                                      (Unaudited)
CURRENT ASSETS:
     Cash                                            $  1,175,129 $     14,263
     Accounts receivable, less allowance
      for doubtful accounts of  $68,147 and $15,000       553,052      146,285
     Other current assets                                 146,274        7,943
                                                   -------------- ------------
          Total current assets                          1,874,455      168,491
                                                    ------------- ------------

PROPERTY & EQUIPMENT:
     Station equipment                                    521,401      287,055
     Furniture and office equipment                        44,636       31,859
     Leasehold improvements                               112,429      103,217
                                                   -------------- ------------
                                                          678,466      422,131

    Accumulated depreciation and amortization            (278,977)    (212,184)
                                                   -------------- ------------

                                                          399,489      209,947
                                                   -------------- ------------

CUSTOMER ACCOUNTS, net                                  4,734,810    2,075,671
INTANGIBLE ASSETS, net                                    692,210       41,165
OTHER                                                      18,043      138,492
                                                   -------------- ------------
           Total Assets                               $ 7,719,007  $ 2,633,766
                                                      ===========


                                   LIABILITIES AND SHAREHOLDERS' EQUITY


CURRENT LIABILITIES:                         
    Accounts payable and accrued expense      $    420,093         $    185,067
    Unearned revenue                               123,705               60,880
    Current portion of debt                         45,241               44,947
                                             -------------       --------------
          Total current liabilities                589,039              290,894
                                             -------------        -------------

DEFERRED INCOME TAX LIABILITY                       63,000                    -

LONG TERM DEBT:


                                                         2

<PAGE>




    Equipment installment notes payable                 144,044        61,970
    Notes and loans payable to shareholders                   -       198,887
    Note payable to financial institution             4,598,669     1,895,299
                                                    -----------   -----------
          Total long term debt                        4,742,713     2,156,156
                                                    -----------

SHAREHOLDERS' EQUITY:
     Common stock, 100,000,000 shares 
        authorized, $.001 par value,                
        6,453,808 shares issued             
        outstanding                                        6,454         3,227
Additional paid-in capital                             3,611,398     1,060,903

     Accumulated deficit                             (1,092,037)   (  877,414)

     Stock subscriptions receivable                    (201,358)            -
     Treasury stock, at  cost                              (202)           -
                                                    -----------  -----------

                                                      2,324,255       186,716
                                                    -----------   -----------
     Total Liabilities and Shareholders' Equity     $ 7,719,007   $ 2,633,766
                                                    ===========   ===========

See notes to consolidated financial statements.

                                                         3

<PAGE>


<TABLE>
<CAPTION>

GUARDIAN INTERNATIONAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE PERIODS ENDED SEPTEMBER 30, 1996 AND 1995

<S>                                          <C>              <C>          <C>            <C>       

                                            Three Months Ended           Nine Months Ended

                                                  September 30,          September 30,

                                               1996            1995          1996         1995
                                               ----            ----          ----         ----

REVENUES:

    Monitoring                              $ 679,304        $269,980    $1,894,290    $  659,307
    Installation                              203,391           7,858       382,246       121,589
    Other                                      42,208             687        68,083         6,809
                                           ----------                   -----------   -----------
                                              924,903         278,525     2,344,619       787,705
                                            ---------        --------    ----------   -----------

OPERATING EXPENSES:
    Monitoring - primarily salaries            92,441          50,214       270,552       154,058
    Installation                              125,362          14,604       182,185       127,667
    General and administrative                449,963         158,808     1,093,319       459,921
                                            ---------                                 -----------
                                              667,766         223,626     1,546,056       741,646
                                             --------        --------     ---------   -----------

    Operating income before interest,
       amortization and depreciation          257,137          54,899       798,563        46,059

INTEREST EXPENSE, AMORTIZATION
  AND DEPRECIATION:
     Interest expense                         151,631          36,811       400,051        83,147
     Amortization of customer contracts       184,889          36,555       438,998        84,978
     Depreciation and amortization             30,114          23,693       111,137        71,079
                                            ---------                                 -----------
                                              366,634          97,059       950,186       239,204
                                             --------       ---------      --------   -----------


         Net loss before income taxes         (109,497)       (42,160)     (151,623)     (193,145)


PROVISION FOR  INCOME TAXES
   upon change in tax status                   63.000               -        63,000             -
                                            ---------                    ----------


         Net loss                           $(172,497)       $(42,160)     $(214,623)  $ (193,145)
                                            =========        ========      =========   ==========



   Loss per share                             $      (.03)       $   (.01) $   (.03)        (.03)
                                              ===========        ========   ==========   ==========

  Weighted average number of common
     shares outstanding                          6,453,804       6,453,804  6,453,804     6,453,804
                                                 =========       =========  =========     =========

</TABLE>

See notes to consolidated financial statements.


                                                         4

<PAGE>



GUARDIAN INTERNATIONAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996

                     Common Stock              Additional         Accumulated
                     Shares           Amount   Paid in Capital    Deficit

Balance,
December 31, 1995    3,226,902        3,227     1,060,903         $(877,414)

Issuance of stock
in connection with
Everest acquisition  3,226,902        3,227     4,218,333              -

Distribution to
Shareholder          -                -        (1,667,838)             -

Net loss for period  -                -           216,874              -

Balance, September   _________        ______    ___________       ____________
30, 1996             6,453,804        $6,454   $3,611,398         $(1,092,037)
                     ---------        ------    ----------        ------------


----------------------------------------------------------------------------
----------------------------------------------------------------------------



GUARDIAN INTERNATIONAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996,
 CONTINUED


                           Stock            Treasury
                           Subscription     Stock             Total
                           Receivable
Balance,
December 31, 1995          $ -              $-                 $186,716

Issuance of stock
in connection with
Everest acquisition        (201,358)        (202)              4,020,000

Distribution to
Shareholder                -                -                 (1,667,838)

Net loss for period        -                -                    214,623

Balance, September         _________        _________        ___________
30, 1996                   (201,358)        $(202)            $2,324,255

See Notes to consolidated financial statements.

                                                         5

<PAGE>



GUARDIAN INTERNATIONAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

CASH FLOW FROM OPERATING ACTIVITIES:                        1996         1995

Net loss                                                $ (214,623)  $(193,145)
Adjustments to reconcile net loss to net cash used in
  operating activities:
         Depreciation and amortization                     111,137      71,079
         Amortization of customer accounts                 438,998      84,978
         Provision for doubtful accounts                    24,047       9,140
Changes in assets and liabilities:
         Accounts receivable                              (233,778)    (28,341)
         Other Assets                                      (16,637)     17,034
         Accounts payable and accrued liabilities           (6,319)    (36,630)
         Acquisition contracts payable                     (33,765)    (53,058)
         Unearned revenue                                   62,825     107,414
         Deferred income tax liability                      63,000           ---
                                                            ------           ---
           Net cash provided by (used in) 
            operating activities 194,885                   (21,529)
                                                           -------      --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets                                  (179,402)    (25,226)
Acquisition of customer accounts                        (2,846,742)   (896,109)
Advances from Everest                                   3, 115,619        ----
Cash acquired in acquisition                                37,711        ----
                                                         ---------        ----
         Net cash provided by (used in) 
          investing activities  127,186                   (921,335)
                                                          --------     ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net payments of long-term debt                          (1,274,129)   (936,124)
Net proceeds from line of credit                         3,979,649   1,958,652
Payment of shareholder loans                              (198,887)      ----
Distribution to shareholder                             (1,667,838)      ----
                                                        -----------      ----
         Net cash provided by 
          financing activities                             838,795   1,022,528
                                                       ------------     --------
         Increase in cash                                1,160,866      79,664

CASH, BEGINNING OF PERIOD                                   14,263      14,011
                                                       ------------     --------

CASH, END OF PERIOD                                     $1,175,129      93,675

NONCASH INVESTING AND FINANCING ACTIVITY:
Financed acquisition of property                        $   58,250      14,362
                                                      ------------    ----------
Fair value of Everest net assets acquired:
         Subscriber accounts acquired                  $   251,395       ----
         Goodwill                                      $   579,509       ----
         Other assets                                  $   131,385       ----
         Purchase price of assumed liabilities         $  (924,578)      ----

SUPPLEMENTAL DISCLOSURES:
Interest paid                                         $    345,957     356,776
                                                         ----------     --------


                                                         6

<PAGE>



See Notes to consolidated financial statements. .

GUARDIAN INTERNATIONAL, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996


1.    BUSINESS COMBINATION  AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Basis  of Presentation

                  In the  opinion  of  management,  the  accompanying  unaudited
     consolidated  financial  statements include all adjustments  (consisting of
     normal recurring  accruals or adjustments only) necessary to present fairly
     the financial position at September 30, 1996, and the results of operations
     and the cash flows for the periods presented. The results of operations for
     the interim  periods are not  necessarily  indicative  of the results to be
     obtained for the entire year.

         Business Combination

         On August 28, 1996, Everest Security Systems Corporation ("Everest", or
     "the predecessor  company") acquired all of the outstanding common stock of
     Guardian International, Inc. ("Guardian"), a non-public company, by issuing
     3,226,902  shares  of  Everest.  In  addition,  $1,750,000  was paid to the
     principal  shareholder of Guardian as  consideration  for  consummating the
     transaction   (including  repayments  of  shareholder  loans  of  $82,162).
     Guardian was merged into Everest,  and the name of the surviving entity was
     changed from Everest to Guardian (" the Company"). The transaction has been
     accounted  for under the  purchase  method  as a reverse  acquisition  with
     Guardian being deemed the acquirer.

         In  connection  with the  acquisition,  the Company will issue  484,035
     shares of  non-voting  class B common stock to a financial  institution  as
     consideration  for  their  consent  to  the  merger  and to  amend  certain
     covenants of the loan agreement. These shares will be valued at $217,358.

         The historical financial statements are those of Guardian.  The results
     of operations  reflect the operations of Guardian prior to the merger,  and
     thereafter  Guardian's  consolidated  results of operations  with Specialty
     Device Installers,  Inc. ("SDI"), a wholly-owned  subsidiary  acquired from
     the  predecessor  company.  The  balance  sheet  at  December  31,  1995 is
     Guardian's;  the consolidated  balance sheet at September 30, 1996 includes
     the accounts of the surviving entity and its wholly-owned  subsidiary.  All
     significant intercompany balances and transactions have been eliminated.

                                                         7

<PAGE>




         Unaudited  proforma  information giving effect to the acquisition as if
     it had  occurred  at the  beginning  of the periods  reflected  below is as
     follows:


                           Three months ended         Nine months ended
                              September 30,              September 30,

                             1996            1995         1996            1995
                             ----            ----         ------          ----

Revenues, net            $1,143,000    $  584,000    $3,212,000     $1,703,000
Net loss before income
   tax provision         $ (200,000)   $ (130,000)   $ (478,000)    $ (457,000)
Income tax provision     $  (63,000)   $  (22,000)   $  (63,000)    $  (22,000)
Net loss                 $ (263,000)   $ (152,000)   $ (541,000)    $ (479,000)
Loss per share           $     (.04)   $     (.02)   $     (.08)    $     (.07)
Weighted average number
   of shares outstanding  6,453,804     6,453,804     6,453,804      6,453,804

         Description of Business

         The Company  operates a central  monitoring alarm station and sells and
     installs alarm systems for residential and commercial  customers in Florida
     .

         Cash and Cash Equivalents

         All highly liquid  investments  purchased with a remaining  maturity of
     three months or less at the date acquired are considered cash equivalents.

         Customer Accounts and Intangible Assets

         Customer  accounts  purchased from alarm dealers and intangible  assets
     are reflected at cost.  Substantially  all costs associated with purchasing
     an alarm account are capitalized and included in the "customer accounts" in
     the accompanying balance sheet. Costs related to marketing and installation
     of systems for  internally  generated  customer  accounts  are  expensed as
     incurred.  Customer accounts are amortized on a straight-line  basis over a
     10 year period.  It is the Company's policy to perform monthly  evaluations
     of  acquired  customer  account  attrition  and, if  necessary,  adjust the
     remaining  useful lives.  The Company  periodically  estimates  future cash
     flows from customer accounts. Because expected cash flows have exceeded the
     unamortized  cost of customer  accounts  the  Company  has not  recorded an
     impairment loss.

         Intangible  assets  are  recorded  at cost  and  amortized  over  their
     estimated  useful  lives.  The  carrying  value  of  intangible  assets  is
     periodically   reviewed  and   impairments  are  recognized  when  expected
     operating  cash  flows  derived  from such  intangibles  is less than their
     carrying value.


                                                         8

<PAGE>




         Property and Equipment

         Property and  equipment  are stated at cost and are  depreciated  using
     accelerated methods over their estimated useful lives.

         Revenues

         Revenues are recognized when installation of security alarm systems has
     been  performed and when  monitoring  services are provided.  Customers are
     billed for monitoring  services on a monthly,  quarterly or annual basis in
     advance  of the  period  in which  such  services  are  provided.  Deferred
     revenues  result from  billings in advance of  performance  of  monitoring.
     Costs of  providing  installations,  including  inventory,  are  charged to
     income in the period when the installation occurs.  Losses on contracts for
     which future costs are anticipated to exceed revenues are recognized in the
     period such losses are  identified.  Contracts for monitoring  services are
     generally for an initial  non-cancelable  term of five years with automatic
     renewal on an annual basis thereafter  unless terminated by either party. A
     substantial number of contracts are on an automatic renewal basis.

         Income taxes

         Everest,  the predecessor company, is a C Corporation subject to income
     taxes at the  corporate  level.  Prior  to the  merger,  Guardian  was an S
     Corporation and subject to tax at the shareholder level. As a result of the
     merger on August 28, 1996,  Guardian's S Corporation  status was terminated
     and any future  earnings  will be subject to income taxes at the  corporate
     level.

         As result of the change in tax  status,  the  Company  has  established
     deferred  tax assets and  liabilities  for  temporary  differences  between
     financial  statement and tax bases of assets and liabilities  using enacted
     tax rates in effect in the years in which the  differences  are expected to
     reverse.

         Concentration of Credit Risk

         Financial   instruments  which  potentially   subject  the  Company  to
     concentrations of credit risk consist principally of trade receivables from
     large number of customers,  including both residential and commercial.  The
     Company  extends  credit to its customers in the normal course of business,
     performs periodic credit evaluations and maintains allowances for potential
     credit losses.

         Use of Estimates

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

2.   PURCHASED CUSTOMER ACCOUNTS

     The following is an analysis of the changes in acquired  customer  accounts
for the nine months ended September 30, 1996:

         Balance, December 31, 1995                           $ 2,075,671
           Purchase of customer accounts                        3,098,137
                                                                5,173,808
           Amortization and write-off of customer

                                                         9

<PAGE>



              accounts                                           (438,998)
                                                               -----------
         Balance, September 30, 1996                           $4,734,810
                                                                ==========

     In conjunction  with certain  purchases of customer  accounts,  the Company
withholds a portion of the price as a credit to offset  qualifying  attrition of
the acquired  customer  accounts and for purchase  price  settlements  of assets
acquired and liabilities assumed. At September 30, 1996, the amounts withheld in
connection with the acquisition of customer accounts aggregated $68,719, and are
included in accounts payable in the accompanying consolidated balance sheet.


3.   INTANGIBLE ASSETS

     Intangible assets consist of the following at September 30, 1996:


                                             Estimated
                                              Lives                   Amount
Excess of acquisition cost over
   the net assets acquired                    10 years             $   579,509

Covenant not to compete, organization costs
    and other                                  Various                 193,455
                                                                       772,964

     Less accumulated amortization                                    ( 80,754)
                                                                     -----------
                                                                    $  692,210



4.    NOTES  PAYABLE TO FINANCIAL INSTITUTION

     The  Company has a $7 million  line of credit with a financial  institution
for  the  purpose  of  borrowing  funds  to  acquire  customer  alarm  accounts.
Borrowings under the agreement  ($4,598,669 at September 30, 1996) bear interest
at 3% above  prime.  The loan is  collateralized  by the  Company's  assets  and
matures on November 30, 1999.  The  principal  shareholders  of the Company have
personally   guaranteed  $700,000  of  the  loan  and  pledged  their  stock  as
collateral. The agreement contains certain conditions including, but not limited
to, restrictions related to indebtedness, net worth and distribution payments to
shareholders other than $1,750,000 which was paid to a shareholder in connection
with the acquisition as described in Note 1.

5.   RELATED PARTY TRANSACTIONS

     Leased Facilities

     The Company leases its  monitoring  facilities  from an affiliate  which is
owned by the  principal  shareholders  of the  Company  at an  annual  rental of
approximately  $51,000 (plus annual increases not to exceed 3%) through December
31, 1999 with an option to renew for an additional 5 years under the same terms.

6.   INCOME TAXES

     The conversion of Guardian from an S Corporation to C Corporation  resulted
in recognition  of a net deferred tax liability.  The components of deferred tax
assets and liabilities at September 30, 1996 are as follows:


                                                        10

<PAGE>



           Deferred Tax Assets -
                Net operating loss carryforwards             $ 48,500
                Allowance for doubtful accounts                22,500
                      Total deferred tax assets                71,000
           Deferred Tax Liabilities -
                Difference in amortization of customer
                  contracts                                   120,200
                Other                                          13,800
                                                             --------
                      Total deferred tax liabilities          134,000
                                                              -------
                       Net deferred tax liability             $63,000

     At September 30, 1996, the Company has net operating loss  carryfowards for
federal  income tax  purposes of  approximately  $143,000  which expire in 2010.
These net operating loss  carryforwards  will be subject to  significant  annual
limitations on utilization in future years as a result of the merger and related
change in ownership control of the company.

8.   PRO FORMA DATA

   Pro Forma Income Tax Provision (Credit)  -
         Pro forma net losses do not include a pro forma income tax provision or
benefit for periods prior to the acquisition,  as the Company has had net losses
since its inception.  The income tax provision in the pro forma data  represents
the estimated  deferred  income tax liability had the Company  terminated  its S
Corporation status at the end of the period presented.

   Pro Forma Net Loss Per Share -
         Pro forma net loss per share is computed by dividing  the pro forma net
loss by the pro forma  number of shares of common stock  outstanding  during the
periods.

   Pro Forma Shares Outstanding -
         Pro forma shares  outstanding  represent the number of shares of common
stock outstanding after giving retroactive effect to the 3,226,902 shares issued
in connection  with the merger.  Accordingly  the  calculation  of the pro forma
weighted average number of shares of common stock outstanding would be 6,453,804
shares for the nine months ended September 30, 1996 and 1995, respectively.

9.   STOCKHOLDERS' EQUITY

     (a) Common Stock

     The Company has  authorized  the  issuance of up to  100,000,000  shares of
common  stock  with a par value of $.001.  At  September  30,  1996,  there were
6,453,804 shares of common stock issued and outstanding. Treasury stock is shown
at cost, and as of September 30, 1996, consisted of 10,078 shares.

     (b)  Stock Subscription Notes Receivable

      In December  1995, the Company issued 285,000 shares of common stock at $2
per share ($570,000 in the aggregate).  The proceeds from the sale of the common
stock were evidenced by an 8% stock  subscription note receivable due in January
1996 and  collateralized  by the common stock.  As of September 30, 1996,  there
remains an outstanding balance of $201,358 ($179,760 of principal and $21,598 of
interest) under the notes receivable.  The $201,358 has been reflected as "stock
subscriptions  receivable"  and a  reduction  of  stockholder's  equity  in  the
accompanying  consolidated  balance  sheet.  Management  is in  the  process  of
attempting  to collect the  outstanding  amounts or have the  applicable  common
shares returned.

                                                        11

<PAGE>




10.  STOCK OPTION PLAN

     The Company has issued stock  options to various key  employees to purchase
100,000 and 10,000 shares of common stock at $2 and $3 per share,  respectively.
The Company also issued options to purchase  74,720 shares at $2 per share to an
investment  banker. All options expire on December 31, 2000. As of September 30,
1996, none of these options had been exercised.

     In October,  1995, the Financial Accounting Standards Board issued SFAS No.
123.  "Accounting for Stock Based  Compensation",  which  establishes  financial
accounting and reporting standards for stock-based  employee  compensation plans
and for the issuance of equity  instruments  to acquire  goods and services from
nonemployees.  The  Company  plans to adopt  SFAS  No.  123 for its  stock-based
employee compensation plans in fiscal 1997 through pro forma disclosure only.


Item 2.   Management's Discussion and Analysis of Financial Condition 
          and Results of Operations.

Forward Looking Information

                  The  Private  Securities  Litigation  Reform  Act of 1995 (the
"Reform  Act")  provides  a "safe  harbor"  for  forward-looking  statements  to
encourage companies to provide prospective information about their companies, so
long as those statements are identified as  forward-looking  and are accompanied
by meaningful  cautionary  statements  identifying  important factors that would
cause actual results to differ materially from those discussed in the statement.
The Company  desires to take  advantage of the "safe  harbor"  provisions of the
Reform Act. Except for the historical  information contained herein, the matters
discussed in this Form 10QSB  quarterly  report are  forward-looking  statements
which involve risks and  uncertainties.  Although the Company  believes that the
expectations  reflected  in  such  forward-looking  statements  are  based  upon
reasonable  assumptions,  it can give no assurance that its expectations will be
achieved. Important factors that could cause actual results to differ materially
from the Company's  expectations  are disclosed in conjunction  with the forward
looking statements or elsewhere herein.

Overview

                  The  services  offered  by the  Guardian  Companies  (Guardian
Monitoring,  Gibraltar  Security,  and Specialty Device Installers)  include the
design, sales/lease,  installation and maintenance of security and fire systems,
and the ongoing  monitoring  and service of these  systems.  Over  seventy  five
percent  (75%) of all the  systems the company  services  generate  some sort of
Monthly Recurring Revenue ("MRR").

                  A  majority  of  the  Company's   revenues  are  derived  from
recurring  payments for the monitoring and maintenance of security systems.  The
Company also generates  revenue from billable  service charges and revenues from
the sale and installation of security systems, add on

                                                        12

<PAGE>



and upgrades.  The installation work is done mostly through the Company's wholly
owned subsidiary Specialty Device Installers,  Inc. ("SDI"). Revenue is provided
from  monitoring  contracts  with initial  terms ranging from one to five years.
Payment for monitoring services is typically required in advance, and monitoring
revenue is  recognized  as the  service is  provided.  Installation,  add on and
upgrade  revenue is recognized  when the required work is completed.  All direct
installation  costs, which include materials,  labor and installation  overhead,
and selling and marketing costs are expensed in the period incurred.

                  The  heart of  Guardian's  operation  is its  state of the art
Central Monitoring Station.  The monitoring facility is one of the most advanced
and well equipped  facilities of its kind in the United States.  The Company has
recently  upgraded the system  software  which has made the facility even faster
and more efficient.  The Guardian  monitoring  station currently monitors 24,500
subscribers,  and with a minimal capital  expenditure can be expanded to monitor
up to 200,000 subscribers.  This well designed and efficient monitoring facility
is the  foundation  for future growth of MRR. With the efficiency of the Central
Monitoring Station,  alarm monitoring  services generate a significantly  higher
gross margin than do the other services provided by the Company. While sales and
installation  services  contribute to the  Company's  gross  profits,  the total
expenses  associated  with alarm system  installations  (including  not only the
direct costs of providing  such services but also the expenses  associated  with
sales and marketing of alarm systems) also exceed the revenues generated by such
services.  The  Company's  strategy,  however,  is to invest in system sales and
installation  because the  Company  believes  that such  services  and  products
contribute to the generation and retention of alarm monitoring subscribers.


Plan of Operation

                  The  Company's  strategy  for  growth  has  been  through  the
acquisition of other security companies and security monitoring  contracts,  and
internal growth with aggressive  marketing and superior  customer  service.  The
security  industry is experiencing  dramatic growth and increased  consolidation
among smaller,  fragmented "mom and pop" type companies.  Guardian's strategy is
to identify these  consolidation  opportunities and creating efficient economies
of scale through  technical and  managerial  efficiency.  From 1994 to 1996, the
Company made twelve  security  alarm  business  account  portfolio  acquisitions
including All American  Security and Gibraltar  Alarm  Systems.  The Company has
successfully  incorporated  these  businesses and molded these accounts into its
operation  and  created  economies  of scale and  improved  margins.  Guardian's
strategy of growth has increased the Company's current and future MRR.

                  The Company  can  continue  to  purchase  additional  accounts
through  internally  generated  cash  flow.  However,  to  implement  its growth
strategy the Company is currently undertaking expansion of its credit facilities
as well as contemplating equity funding.

                  During the first quarter of 1996 Guardian completed hardware 
and software

                                                      13

<PAGE>



upgrades to its security  monitoring  system.  These  improvements  included the
addition of increased memory on the Data General/Avion machines, enhancements to
the  Company  system  in  a  more  client/server  aspect  (as  opposed  to  text
terminals), and additional automation enhancements that will increase efficiency
while  reducing  cost.  Guardian is  currently  operating  under the MAS 5.50.11
version for its automation, service, and billing system.

Results of Operations

                  Subscriber Attrition. Subscriber attrition has a direct impact
on the  Company's  results of  operations,  since it affects both the  Company's
revenues and its  amortization  expense.  Attrition  can be measured in terms of
decreased  MRR  resulting  from  canceled  subscriber  accounts  net of sales of
certain services to existing  subscribers,  and can also be measured in terms of
canceled  subscriber  accounts.  Guardian has  developed an in-house  system for
identifying and decreasing  account  attrition.  The Program has been dubbed the
"No-Tolerance Attrition Policy."

Guardian has developed  specific  procedures for  identifying  possible  account
attrition at various  stages and  preventing  lost  accounts or  replacing  lost
accounts  in a fast  manner.  This  program  is a  critical  part of  Guardian's
business strategy to increase and maintain MRR.

The No-Tolerance Attrition Policy includes the following:

a)                Identification of possible lost accounts via daily test.
b)                False alarm fines tracking and cause identification
c)                Early, account delinquent procedures
d)                Superb Customer Service
e)                Control Lockout
f)                Early identification of new tenants/residences in Guardian 
                    alarmed homes




 Year         Gross           Net Attrition            Non-Tolerance
            Attrition         (after saves)          Program Results*
1993              7.2%                 6.7%                        .05%
1994              7.9%                 7.2%                        .07%
1995             10.1%                 7.5%                        2.6%


          * This is the difference as a result of Guardian's 
                    NO-Tolerance Attrition Program




                                                        14

<PAGE>

<TABLE>
<CAPTION>

The following table sets forth, for the Periods indicated, the percentage of net
 sales of certain items in the Company's consolidated statements of operations 
and other data, and the percentage change in each item from the prior period.
<S>                   <C>          <C>            <C>             <C>              <C> 

              Percentage of    Percentage of    Nine Months     Percentage of    Three Months
               To              Total Revenues   Ended Sept 30,  Total Revenues   Ended Sept 30,
              Total Revenues   Nine Months      1996 as         Three Months     1996
              Nine Months      Ended Sept.      compared to     Ended Sept.      Compared to
              Ended Sept.      30, 1995         Nine Months     30, 1996         three Months
              30, 1996                          Ended Sept.                      Ended Sept.
                                                   30, 1995                         30, 1995

                            
Revenues:

  Monitoring          80.8%        83.7%          187%            73.4%            152%
  Installation        16.3%        15.4%          214%            22.0%           2488%
  Other               2.9%          0.9%          900%             4.6%           6035%
Total Revenues        100%          100%          198%             100%            232%
Cost of Revenue
  Monitoring          11.5%        19.6%           76%             9.9%             84%
  Installation         7.8%        16.2%           43%            13.6%            758%
  S.G&A               46.6%        58.4%          138%            48.6%            183%
Total Cost of         65.9%        94.2%          108%            72.1%            199%
Revenues
Gross Profit          34.1%         5.8%         1634%            27.9%            368%
Interest Expense      17.1%        10.6%          381%            16.4%            312%
Amortization of       18.7%        10.8%          417%            20.0%            406%
contracts
Depreciation &        4.7%          9.0%           56%             3.3%             27%
Amortization
Profit (Loss)         (6.5%)      (24.6%)          21%           (11.8%)          (160%)
before Income
Tax
Provisions for        (2.7%)          -           -              ( 6.8%)            -
Taxes
Net Profit (Loss)     (9.2%)       (24.6%)        (11%)          (18.6%)          (309%)

----------------    ---------    ----------    ----------       ---------       ----------
</TABLE>


Nine Months Ended September 30, 1996 Compared to 
Nine Months Ended September 39, 1995

Revenues.  Revenues for the nine months ended  September  30, 1996  increased by
$1,556,914,  or 198%, to $2,344,619  from $787,705 for the comparable  period in
1995. Monitoring revenues increased by $1,234,983, or 187%, primarily because of
a net increase in the number of  subscribers  to the  Company's  alarm  services
resulting from acquisitions. Installation revenues increase by $260,657, or 214%
mainly because of the acquisition of Specialty Device Installers, Inc.

Cost of Revenues.  Cost of revenues for the nine months ended September 30, 1996
increased by $633,399, or 137%, compared to the comparable period in 1995, and 
decreased as a percentage

                                                        15

<PAGE>



of revenues from 58.4% to 46.6%.  Monitoring expenses include telephone,  labor,
rent  and  depreciation   expenses  associated  with  monitoring  of  subscriber
accounts,  as well as  billing  and  collection  expenses.  Monitoring  expenses
increased by $116,494 or 76%,  primarily because of addition of new employees to
handle the additional  monitoring  acquired through  acquisitions.  Installation
expenses  increased by $54,518,  or 43%, primarily as a result of the additional
installation revenue generated by the acquisition of Specialty Device Installers
during the nine months ending September 30, 1996.

Gross  Profit.  Gross  profit  for the nine  months  ended  September  30,  1996
increased by  $752,504,  or 1,634% to $798,563  from  $46,059 in the  comparable
period in 1995. Gross profit as a percentage of revenues increased to 34.1% from
5.8%.  The  increase in gross profit  percentage  is primarily a result of large
increase  in revenue  without  the  corresponding  increase  in  operating  cost
associated  with  economies of scale.  The primary  component of the increase in
gross  profit was an increase  of gross  monitoring  profit from the  comparable
period in 1995.  Monitoring  gross  profit was  greater  than in the  comparable
period in 1995,  principally  as a result of increased  efficiencies  associated
with a larger subscriber account base.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative  expenses for the nine months ended  September 30, 1996 increased
by  $633,399,  or  138%.  As  a  percentage  of  total  revenues,   general  and
administrative  expenses decreased to 46.6% from 58.4%. The Company expects that
the aggregate amount of general and administrative expenses will increase in the
future as the Company's subscriber base continues to grow but will decrease as a
percentage of total revenue.

Amortization of Subscriber Accounts and Goodwill.  Amortization  expense for the
nine months ended September 30, 1996 increased by $354,020,  or 417%,  above the
comparable  period in 1995, as a result of the  acquisition of Specialty  Device
Installers and by the acquisition of additional subscriber accounts.

Interest  Expense.  Interest  expense,  including  amortization of debt issuance
costs,  increased  approximately  $316,904,  or 381%,  for the nine months ended
September 30, 1996, compared to same period 1995. The expense increase primarily
as a result of higher outstanding  principal balances during fiscal 1996 created
by the increase in acquisitions done by the Company.

Operating  Loss After Tax.  Operating  loss after tax for the nine months  ended
September 30, 1996 was  $(214,623),  compared to an operating loss of $(193,145)
in the comparable period in 1995.

Liquidity and Capital Resources

General.          The Company has financed its operations and acquisitions from
a combination of borrowing, sales of stock and internally generated funds.  The 
Company's principal uses of cash are acquisitions of subscriber accounts, 
interest and principal payments on long-term debt and

                                                        16

<PAGE>



capital expenditures. Future acquisitions of subscriber accounts will likely 
require additional financing.

For the nine months ended September 30, 1996, the Company's net cash provided by
operating  activities  was  $194,885,  compared  to  $(21,529)  net cash used in
operating activities for the comparable period in 1995.

For the nine months ended September 30, 1996, the Company's net cash provided by
investing  activities  was  $127,186,  compared to  $(921,335)  net cash used in
investing  activities  during the same period in 1995,  primarily as a result of
the funds advanced by Everest Security Systems Corporation in the form of equity
investment.

For the nine months ended September 30, 1996, the Company's net cash provided by
financing  activities  was $838,795,  compared to  $1,022,528 in the  comparable
period  in  1995.  Financing  activities  were  primarily  associated  with  the
retirement  of long-term  debt in fiscal 1996,  and  repayment of  shareholder's
loans.

Heller Financial.          Revolving Credit Facility.  On November 16, 1994 , 
the Company entered into an agreement with Heller Financial, Inc. ("Heller') 
that established the Revolving Credit Facility.  The Revolving Credit Facility 
matures in November 30, 1999, subject to earlier termination.  The Company had 
$4,598,669 million and $1,028,634 million outstanding at September 30, 1996 and 
September 30, 1995, respectively, under the credit facility.

Availability  under the Revolving  Credit  Facility is a function of a series of
factors  including,  the  amount  of  unbilled  revenue  of  Guardian's  account
portfolio  and the multiple of Monthly  Recurring  Income for which  Guardian is
borrowing.  At September 30, 1996, and September 30, 1995, the most  restrictive
of  these  availability  tests  resulted  in  total  remaining  availability  of
approximately $2,401,331 million and $5,971,366 million, respectively.

Under the Revolving Credit Facility,  the applicable  interest rate is the prime
interest  rate plus 3%. The  Company  has paid  Heller a initial  funding fee of
$25,000 for the initial  $2,500,000 of borrowing,  and continues to pay Heller a
transaction fee of 1% of the amount it is borrowing at the time of funding. As a
result of exchanging the Capital  Appreciation rights of Heller for Common Class
B shares,  the  Company  is no longer  responsible  for any  additional  Capital
Appreciation Rights .

The Revolving Credit Facility  contains  customary  covenants  including,  among
others,  restrictions  on the  incurrence of debt,  encumbrances  on or sates of
assets,  mergers and  acquisitions,  dividends and transactions with affiliates.
Financial  covenants  include the  maintenance of (i) a minimum  EBITDA;  (ii) a
minimum ratio of EBITDA less capital  expenditures to senior  interest;  (iii) a
minimum  ratio of EBITDA less  capital  expenditures  to fixed  charges;  (iv) a
maximum  annual  rate  of  MRR   attrition;   and  (v)  maximum  annual  capital
expenditures.  The Revolving Credit Facility provides that a "change of control"
(as defined

                                                        17

<PAGE>



therein) constitutes an event of default.

The Revolving Credit Facility contain certain restrictions on transfers of funds
such as loans and advances to the Company from its subsidiaries, but not on cash
dividends to the Company by its  subsidiaries.  The Company  believes  that such
restrictions  have  not  had and  will  not  have a  significant  impact  on the
Company's ability to meet its cash obligations.

Capital   Expenditures.   The  Company  anticipates  making  additional  capital
expenditures in the remainder of fiscal 1996 of approximately $10,000 to upgrade
its telecommunications capabilities and for routine replacement and upgrading of
other capital items.  In addition,  the Company  anticipates  making  additional
capital  expenditures of approximately  $5,000 for facility  improvements in the
remainder  of fiscal 1996.  The Company has no other  material  commitments  for
capital expenditures.  the Company does not foresee the need for any significant
investment  in new  technology  in the  near  future  and  believes  that no new
technology expenditures are currently required in order to sustain market share.


                                                      PART II

Item 1.           Legal Proceedings.

Neither  the  Registrant  nor  its  subsidiaries   were  subject  to  any  legal
proceedings during the reporting period.

Item 2.           Change in Securities.

                           None

Item 3.           Defaults Upon Senior Securities.

                           Not applicable.

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

                  On,  November  14, 1996 the  Registrant  filed an  Information
Statement with the Securities and Exchange  Commission  whereby notice was given
that Richard  Ginsburg,  Harold  Ginsburg,  Sheilah Ginsburg and Rhonda Ginsburg
(the  "Ginsburgs"),  as holders and/or  controllers of approximately  62% of the
issued and outstanding  Common Stock  (4,065,557  shares),  par value $0.001 per
share (the "Common  Stock"),  of Guardian  International,  Inc. (the "Company"),
shall, on or about December 5, 1996,  approve and adopt the following  proposals
(the "Proposals") by written consent in lieu of a meeting:

                                   18
               
<PAGE>


1.                An amendment to the Company's Certificate of 
                  Incorporation to change the name
                  of the Company to Guardian International, Inc.

2.                An  amendment  to  the  Company's   Amended   Certificate   of
                  Incorporation to (a) authorize two new classes of common stock
                  of the  Company  designated  as  Class A Voting  Common  Stock
                  ("Class A Common  Stock") and Class B Nonvoting  Common  Stock
                  ("Class  B  Common  Stock")  and (b)  establish  the  relative
                  rights,  powers  and  limitations  of the  Class A and Class B
                  Common Stock.

                  The  Proposals  were  approved  and  adopted  by the  Board of
Directors of the Company.  The record date for the determination of stockholders
of the Company  entitled to receive this Notice of Action by Written Consent and
the Accompanying  Information  Statement and the  determination of the number of
shares of common stock  necessary to approve the  Proposals has been fixed as of
the close of business on September 10, 1996 (the "Record Date").

                  As provided in the  Company's  Certificate  of  Incorporation,
each share of common  stock  entitles  its holder to one vote on any matter that
properly comes before the stockholders of the Company and requires a vote of the
stockholders.  The  affirmative  vote or  written  consent  of the  holders of a
majority of the  outstanding  shares of common stock is necessary to approve the
Proposals.  The Ginsburgs  collectively own and/or control  approximately 62% of
the issued and  outstanding  common stock as of the Record Date.  The  Ginsburgs
delivered a written consent approving and adopting the Proposals. No other class
of voting security of the Company is issued or outstanding.  Pursuant to Section
78.320 of the Nevada General  Corporation  Law, the  shareholders  of Registrant
were provided with notice of the approval of the Proposals by written consent of
the  holders  of a majority  of the  Company's  common  stock.  Pursuant  to the
Securities  Exchange  Act of  1934,  as  amended,  along  with the  Notice,  the
shareholders  were  furnished  with an  Information  Statement  relating  to the
Proposals.

Item 5.           Other Information.

                  None.

Item 6.           Exhibits and Reports on Form 8-K.

(A)               Exhibits.

                  19.  Information Statement/Notice of Action by Written Consent

(B)               Reports on Form 8-K.

Reports on Form 8-K were filed September 12, 1996 and November 13, 1996.

The following items were reported:


                                                        19

<PAGE>



Changes in Control of Registrant

                  On August 28, 1996,  in  connection  with a merger of Guardian
International,   Inc.  ("Guardian")  with  and  into  Everest  Security  Systems
Corporation  (the"  Registrant"),  three million two hundred twenty six thousand
nine hundred two  (3,226,902)  shares of common stock,  par value  $0.001,  were
issued to the former  shareholders  of  Guardian  pursuant to  Regulation  D and
Section 4(2) of the Securities Act of 1933, as amended. Prior to the merger, the
Registrant  had three  million two hundred  twenty six thousand nine hundred two
(3,226,902) shares of common stock outstanding and upon completion of the merger
has six million four hundred fifty three thousand eight hundred four (6,453,804)
shares of common stock outstanding.

                  On  August  28,  1996,   resignations  were  tendered  by  the
directors  and  officers of Everest to Guardian and  designees of Guardian  were
elected  to the  Board  of  Directors  and as  Officers  of  the  Registrant  in
accordance with the terms and conditions of the Merger Agreement.

Acquisition or Disposition of Assets

                  On August 28,  1996,  the  Registrant  entered into a Plan and
Agreement  of  Merger  with  Guardian   International,   Inc.  ("Guardian"),   a
corporation  organized  and  existing  under  the laws of the  State of  Florida
whereby the Registrant would be the Surviving Corporation.

Changes in Registrant's Certifying Accountant

                  On August 28, 1996 Semple & Cooper,  P.L.C.  was  dismissed as
independent auditors.  The Board of Directors has approved McKean, Paul, Chryey,
Floetcher & Co. as independent  auditors for the year ended December 31, 1996 at
the Board of Directors meeting on August 29, 1996.


Financial Statements Filed Pursuant to Form 8-K:

                  Audited  financial  statements for the year ended December 31,
1994,  and the years ended  December  31, 1995 and 1994 and  unaudited  proforma
financial  statements  for the eight  month  period  ended  August 31, 1996 were
filed.



                                   SIGNATURES



    Pursuant to the requirements of the Securities Exchange Act of 1934, the

                                       20

<PAGE>



Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereto duly authorized.

Dated this _____ day of November, 1996.

                          GUARDIAN INTERNATIONAL, INC.
                              (the "Registrant")




                     By:__(signature of Richard Ginsburg appears here)_________
                             RICHARD GINSBURG, PRESIDENT



                                                        21

<PAGE>



                                  EXHIBIT (19)
                      Reports Furnished to Security Holders

                              INFORMATION STATEMENT

                          GUARDIAN INTERNATIONAL, INC.
                             3880 North 28th Terrace
                          Hollywood, Florida 33020-1118
-------------------------------------------------------------------------------
                       NOTICE OF ACTION BY WRITTEN CONSENT
-------------------------------------------------------------------------------
To the Stockholders of Guardian International, Inc.:

                  Notice is hereby given that Richard Ginsburg, Harold Ginsburg,
Sheilah  Ginsburg  and Rhonda  Ginsburg  (the  "Ginsburgs"),  as holders  and/or
controllers of approximately 62% of the issued and outstanding Common Stock, par
value $0.001 per share (the "Common  Stock"),  of Guardian  International,  Inc.
(the  "Company"),  shall,  on or about  December 5, 1996,  approve and adopt the
following proposals (the "Proposals") by written consent in lieu of a meeting:

1.                An amendment to the Company's Certificate of Incorporation to 
                  change the name of the Company to Guardian International, Inc.

2.                An  amendment  to  the  Company's   Amended   Certificate   of
                  Incorporation to (a) authorize two new classes of common stock
                  of the  Company  designated  as  Class A Voting  Common  Stock
                  ("Class A Common  Stock") and Class B Nonvoting  Common  Stock
                  ("Class  B  Common  Stock")  and (b)  establish  the  relative
                  rights,  powers  and  limitations  of the  Class A and Class B
                  Common Stock.

                  The  Proposals  have been approved and adopted by the Board of
Directors of the Company.  The record date for the determination of stockholders
of the Company  entitled to receive this Notice of Action by Written Consent and
the Accompanying  Information  Statement and the  determination of the number of
shares of common stock  necessary to approve the  Proposals has been fixed as of
the close of business on September 10, 1996 (the "Record Date").

                  As provided in the  Company's  Certificate  of  Incorporation,
each share of common  stock  entitles  its holder to one vote on any matter that
properly comes before the stockholders of the Company and requires a vote of the
stockholders.  The  affirmative  vote or  written  consent  of the  holders of a
majority of the  outstanding  shares of common stock is necessary to approve the
Proposals.  As discussed herein,  the Ginsburgs  collectively own and/or control
approximately  62% of the issued and  outstanding  common stock as of the Record
Date. The Ginsburgs  will deliver a written  consent that will approve and adopt
the  Proposals.  No other  class of voting  security of the Company is issued or
outstanding.  Pursuant to Section 78.320 of the Nevada General  Corporation Law,
you are being  provided  with notice of the approval of the Proposals by written
consent of the holders of a majority of the Company's common stock.  Pursuant to
the Securities Exchange Act of 1934, as amended, along with this Notice, you are
being furnished with an Information Statement relating to the Proposals.


<PAGE>



 NO STOCKHOLDERS' MEETING WILL BE HELD TO VOTE ON OR DISCUSS THE
PROPOSALS.  ACCORDINGLY, WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUIRED NOT TO SEND US A PROXY.


                                    By Order of the Board of
Directors,
November 14, 1996                  (signature og Sheilah Ginsburg appears here)
                                    

                                    Sheilah Ginsburg, Secretary



<PAGE>




                          GUARDIAN INTERNATIONAL, INC.

                             3880 NORTH 28TH TERRACE
                          HOLLYWOOD, FLORIDA 33020-1118

        ----------------------------------------------------------------
                              INFORMATION STATEMENT
        ----------------------------------------------------------------

                        WE ARE NOT ASKING YOU FOR A PROXY
                  AND YOU ARE REQUESTED NOT TO SEND US A PROXY


                                     GENERAL

                  This Information  Statement is being furnished by the Board of
Directors  of  Guardian   International,   Inc.,  a  Nevada  corporation,   (the
"Company"), to holders of all the issued and outstanding shares of the Company's
common stock for the purpose of describing  action to be taken by the holders of
a majority of the issued and outstanding shares of the Company's common stock in
connection with the Proposals set forth on the accompanying  Notice of Action of
Written Consent.

                  This Information Statement and the Notice of Action by Written
Consent are first being mailed to stockholders  of the Company on  approximately
November 15, 1996.

                  Only  stockholders  of  record  at the  close of  business  on
September 10, 1996 (the "Record Date"), are entitled to receive this Information
Statement and Notice of Action by Written  Consent.  As of the close of business
on such date,  there were issued and  outstanding  6,  453,804  shares of common
stock of the Company of which an aggregate of approximately 62% are owned and/or
controlled by Harold  Ginsburg,  Richard  Ginsburg,  Sheilah Ginsburg and Rhonda
Ginsburg (the "Ginsburgs").  No other class of voting security of the Company is
issued and outstanding.

                  The  Company's  Certificate  of  Incorporation  and the Nevada
General  Corporation Law each require an affirmative  vote or written consent of
the majority of the  outstanding  shares to approve the  Proposals.  Because the
Ginsburgs own and/or  control  approximately  62% of the issued and  outstanding
shares on the Record Date,  they have the voting power to approve the Proposals.
The Ginsburgs have  indicated that they intend to give their written  consent to
the adoption of the Proposals.  Accordingly, the Ginsburgs will be able to cause
the adoption of the Proposals without the receipt of consents from the remaining
stockholders  of the Company.  The Company  anticipates  that the filing of such
written  consents will occur on or about November 8, 1996. The Company will then
prepare a Certificate of Amendment to its Certificate of Incorporation  with the
Secretary of State of the State of Nevada effecting (1) the changing of the name
of  the  Company  from  Everest   Security   Systems   Corporation  to  Guardian
International, Inc. and (2) the authorization two new classes of common stock of
the Company  designated as Class A Voting Common Stock ("Class A Common  Stock")
and Class B Nonvoting Common Stock


<PAGE>



("Class B Common Stock") and the  establishment of the relative  rights,  powers
and  limitations of the Class A and Class B Common Stock. A copy of the proposed
Amendment is set forth as Exhibit A to this Information Statement.

                                EXECUTIVE OFFICES

                  The Company's  principal executive offices are located at 3880
North 28 Terrace, Hollywood, Florida 33020-1118.

                         DISSENTERS' RIGHT OF APPRAISAL

                  In  accordance  with  Section  92A.380 of the  Nevada  General
Corporation Law, the Certificate of Incorporation,  Bylaws and the Resolution of
the Board of Directors,  a stockholder is not entitled to dissent from or obtain
payment of the fair value of his shares as a result of this Proposals.

               SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                                   MANAGEMENT

                  The  following  table sets  forth  certain  information  as of
September  10, 1996,  based on  information  obtained  from the transfer  agent,
security  holders,  and/or  company  records,  with respect to any person who is
known to the registrant to be (a) the beneficial owner of more than five percent
(5%) of the Company's Common Stock, (b) the executive officer and/or director of
the Company, and (c) the directors and officers of the Company as a group.

Name and Address                  Amount and Nature of            Percentage of
Beneficial Owner                  Beneficial Ownership            Beneficial
                                                                  Ownership
----------------------------     ------------------------        ------------
Harold Ginsburg (1)                 903,533                        14%
3651 N. 55th Avenue
Hollywood, Florida 33021-2343

Rhonda Ginsburg (2)                 629,245                         09.75%
1209 South Ocean Drive, Apt. 1709
South Hollywood, Florida 33019

Richard Ginsburg (3)                629,246                         09.75%
P.O. Box 800207
Miami, Florida 33280-0207

Sheilah Ginsburg (4)                903,533                        14%
3651 N. 55th Avenue
Hollywood, Florida 33021-2343

International Treasury & 
Investment Ltd (5)                1,085,000                        16.81%
Hirzel House
Smith Street


<PAGE>



St. Peter, Channel Islands

Royal Bank of Scotland             400,000                       06.1979%
Talstrasse 82
8001 Zurich CH, Switzerland

All Officers and Directors       3,065,557                      47.5%
  as a Group

-------------------------------------------------------------------------------



 (1)   Harold Ginsburg is a Director of Guardian International, Inc. (the
       "Company").  Mr. Ginsburg also has the power to vote the 1,000,000
       shares of International Treasury & Investments Ltd. pursuant to an
       irrevocable voting proxy.  Mr. Ginsburg has the power to vote a total of
       1,903,533 shares or 29.4947% of the Company's Common Stock.

 (2)   Rhonda Ginsburg is Vice-President of the Company.

 (3)   Richard Ginsburg is the President and a Director of the Company.

 (4)  Sheilah Ginsburg is the Secretary/Treasurer and a Director of the Company.

 (5)   International Treasury & Investments Ltd. gave Harold Ginsburg (or his
       designee) an irrevocable voting proxy for  1,000,000 of its shares for a
       period of two (2) years, pursuant to the Agreement and Plan of Merger
       dated August 15, 1996.
     ***Pursuant  to the Plan and  Agreement  of Merger  dated  August 15,  1996
between Everest Security Systems  Corporation and Guardian  International,  Inc.
("Merger Agreement"),  International  Treasury and Investments,  Limited ("ITI")
pledged   one   million   (1,000,000)   shares  of  common   stock  of  Guardian
International,  Inc.,  held by it, as security for certain  obligations  of G.M.
Capital Partners,  Ltd. in accordance with a Stock Pledge Agreement  executed in
connection with the Merger Agreement.  G.M. Capital Partners, Ltd. was unable to
honor its obligation  under the Merger  Agreement within the set time period and
as a result  the one  million  (1,000,000)  shares  are to be  disbursed  to the
pre-merger shareholders of Guardian International,  Inc. on or about October 31,
1996 in the following manner:
                           Richard Ginsburg                   195,000
                           Harold Ginsburg                    280,000
                           Sheilah Ginsburg                   280,000
                           Rhonda Ginsburg                    195,000
                           Robert Kasky                        50,000

                            DESCRIPTION OF SECURITIES

                  Under the  Proposals,  the  outstanding  common  stock will be
called Class A Voting Common Stock and a new class of common stock designated as
Class B  Nonvoting  Common  Stock  will  be  created.  Upon  the  filing  of the
Certificate  of  Amendment  with the  Secretary of State of the State of Nevada,
every issued and outstanding share of common stock of the


<PAGE>



Company shall become and be deemed to be, and shall automatically  convert into,
one share of Class A Voting Common Stock,  par value $0.001,  and 484,035 shares
of Class B Nonvoting  Common Stock, par value $0.001,  shall be authorized.  The
rights,  powers  and  limitations  of Class A Voting  Common  Stock  and Class B
Nonvoting Common Stock shall be identical,  except as otherwise  provided in the
Article  Fourth  of the  Company's  Amended  Certificate  of  Incorporation,  as
proposed  to be  amended.  The full text of  Article  Fourth as  proposed  to be
amended  is  set  forth  in  Exhibit  A to  this  information  statement  as  is
incorporated  herein  by  reference.  The  following  summary  should be read in
conjunction with, and is qualified in its entirety by reference to, such Exhibit
A. The table set forth below  summarizes the relative,  powers,  preferences and
limitations  of the Class A Voting  Common  Stock and Class B  Nonvoting  Common
Stock as proposed:

                                  Class A Voting       Class B Nonvoting
                                  Common Stock         Common Stock

-----------------------------------------------------------------------------


Voting rights                 1                              0
    (per share)

Dividend rights       pro rata share of dividends    pro rata share of dividends
(Cash, property or    of Class A Voting Common       of Class B Nonvoting
securities)           Stock                          Common Stock
 (per share)

 Conversion Rights                                   May convert Class B
                                                     Nonvoting Common Stock
                                                     into the same amount of
                                                     Class A Voting Common
                                                     Stock at any time, at 
                                                     holder'selection, provided,
                                                     that each
                                                               --------
                                                     holder of Class B Nonvoting
                                                     Common Stock will not
                                                     directly or indirectly own,
                                                     control or have power to 
                                                     vote more than
                                                     they are permitted
                                                     under any law, rule,
                                                     regulation or other
                                                     requirement of any judicial
                                                     body.
Preemptive, subscription
and redemption rights         None                   None

Liquidation rights    Pro rata shares of              Pro rata share of assets
                      assets remaining after          remaining after payment of
                      payment of all liabilities      all liabilities



<PAGE>



-------------------------------------------------------------------------------

                  Voting Rights

             The holders of Class A Voting Common Stock 
("Class A") will be entitled to one (1) vote per  share on all  matters  to be 
voted on by the  corporation's stockholders,  and except as  otherwise  required
by law, the holders of Class B Nonvoting  Common  Stock  ("Class B") will have
no right to vote their shares of Class B on any matters to be voted on by the 
corporation's stockholders.  
             
                    Dividends

           When and as dividends are declared thereon, whether payable in cash,
property  or  securities  of the  corporation,  the  holders  of Class A and the
holders of Class B will be entitled to share ratably  according to the number of
shares of Class A or Class B held by them, in such dividends;  provided, that if
dividends  are  declared  which  are  payable  in  shares of Class A or Class B,
dividends will be declared which are payable at the same rate on both classes of
common stock, and the dividends payable in shares of Class A to holders of Class
A, and the dividends payable in shares of Class B will be payable to the holders
of Class B.

                  Conversion of Class B Nonvoting Common Stock

        At any time and from time to time, each record holder of Class B will be
entitled to convert any and all of the shares of such holder's  Class B into the
same  number of  shares of Class A at  holder's  election,  provided,  that each
holder of Class B shall only be entitled to convert any share or shares of Class
B to the extent that after giving effect to such  conversion  such holder or its
affiliates shall not directly or indirectly own, control or have power to vote a
greater  quantity of  securities  of any kind  issued by the  Company  than such
holder and its  affiliates  are permitted to own,  control or have power to vote
under  any law or  under  any  regulation,  rule  or  other  requirement  of any
governmental authority at any time applicable to such holder and its affiliates.

          Each conversion of shares of Class B into shares of Class A will be
effected by the surrender of the  certificate or certificates  representing  the
shares to be converted at the principal office of the Company at any time during
normal  business  hours,  together  with a written  notice by the holder of such
Class B stating  that such holder  desires to convert  the  shares,  or a stated
number of the shares, of Class B represented by such certificate or certificates
into Class A and a written undertaking that upon such conversion such holder and
its affiliates will not directly or indirectly own, control or have the power to
vote a greater  quantity of  securities  of any kind issued by the Company  than
such holders and its affiliates are permitted to own,  control or have the power
to vote  under  any  applicable  law,  regulation,  rule or  other  governmental
requirement.  Such conversion will be deemed to have effected as of the close of
business on the date on which  certificate or certificates have been surrendered
and such notice has been received,  and at such time the rights of the holder of
the  converted  Class B as such  holder  will cease and the person or persons in
whose name or names the certificate or certificates for shares of Class A are to
be issued  upon such  conversion  will be deemed to have  become  the  holder or
holders of record the shares of Class A represented thereby.


<PAGE>



       Promptly after such surrender and the receipt of such written notice, the
Company  will issue and deliver in  accordance  with the  surrendering  holder's
instructions  (i) the certificate or certificates  for the Class A issuable upon
such  conversion  and (ii) a  certificate  representing  any  Class B which  was
represented  by the  certificate  or  certificates  delivered  to the Company in
connection with such conversion but which was not converted.

             If the Company in any manner subdivides or combines the outstanding
shares of one class of either Class A or Class B, the outstanding  shares of the
other class will be proportionately subdivided or combined.

    In the case of, and as a condition to, any capital reorganization of, or any
reclassification  of the capital stock of, the Company (other than a subdivision
or  combination  of shares of Class A or Class B into a greater or lesser number
of shares  (whether  with or without  par value) or a change in the par value of
Class A or Class B or from par value to no par  value) or in the case of, and as
a condition to, the  consolidation or merger of the Company with or into another
corporation  (other  than a merger in which the  corporation  is the  continuing
corporation  and which does not result in any  reclassification  of  outstanding
shares of Class A or Class B), each share of Class B shall be  convertible  into
the number of shares of stock or other  securities or property  receivable  upon
such  reorganization,  reclassification,  consolidation or merger by a holder of
the number of shares of Class A of the  Company in which such  shares of Class B
was  convertible  immediately  prior to such  reorganization,  reclassification,
consolidation or merger; and, in any such case,  appropriate adjustment shall be
made in the  application  of the  provisions  set forth in this  paragraph  with
respect to the rights and interests  thereafter of the holders of Class B to the
end that the provisions set forth in this paragraph  (including  provisions with
respect to the conversion  rate) shall  thereafter be  applicable,  as nearly as
they  reasonably may be, in relation to any shares of stock or other  securities
or property thereafter deliverable upon the conversion of the shares of Class B.

         The shares of Class B which are converted into shares of Class A as
provided herein shall not be reissued.

            The Company will at all times reserve and keep available out of its
authorized but unissued shares of Class A or its treasury shares, solely for the
purpose of issue upon conversion of the Class B as provided  above,  such number
of Class A as shall then be issuable upon the conversion of all then outstanding
shares of Class B (assuming  that all such shares of Class B are held by persons
entitled to convert such shares into Class A).

        The issuance of certificates for Class A upon the conversion of Class B
will be made  without  charge to the holders of such shares for any issuance tax
in respect thereof or other cost incurred by the Company in connection with such
conversion  and the related  issuance of Class A. The Company will not close its
books  against the  transfer  of Class B or Class A issued or issuable  upon the
conversion  of Class B in any  manner  which  would  interfere  with the  timely
conversion of Class B.

                  Liquidation Rights

        In the event any liquidation, dissolution or winding up of the Company,


<PAGE>



whether  voluntary or  involuntary,  the holders of Class A and Class B shall be
entitled to share ratably, according to the number of shares of Class A or Class
B  held  by  them,  in  the  remaining  assets  of  the  Company  available  for
distribution to its stockholders.

                  Transferability

     The Class A and Class B will be freely transferable, and except for federal
and  state  securities  law  restrictions  on  directors,   officers  and  other
affiliates of the Company and on persons  holding  "restricted"  stock.  Company
stockholders  will not be restricted in their ability to sell or transfer shares
of Class A or Class B.

                  Mergers And Consolidations

     Each holder of Class A and Class B will be entitled to receive the same per
share  consideration in a merger or consolidation of the Company (whether or not
the Company is the Surviving Corporation),  except that any securities issued in
respect  of the  Class  B may  have  different  or  lesser  voting  rights  than
securities issued in respect of the Class A.

                  Preemptive, Subscription And Redemption Rights

                 Neither the Class A nor the Class B will carry any preemptive,
subscription and redemption rights enabling a holder to subscribe for or receive
shares of any class of stock of the Company or any other securities  convertible
into shares of any class of stock of the Company.

INTERESTS OF CERTAIN PERSONS

                  The Ginsburgs  have an interest in the  implementation  of the
Proposals  to  authorize  and issue Class A and Class B because,  as above,  the
Proposals may enhance the ability of the  Ginsburgs to retain voting  control of
the Company even if it disposes of a substantial  portion of its shares of Class
B.

                                         CHANGE OF THE NAME OF THE COMPANY

                  On September ___, 1996,  pursuant to the Agreement and Plan of
Merger dated August 15, 1996,  the Board of Directors of the Company  determined
it advisable to amend the Company's  Certificate of  Incorporation to change its
name from Everest Security Systems Corporation to Guardian International, Inc.


                                           By Order of the Board of Directors

                                   (signature of Sheilah Ginsburg appears here)
                                           ------------------------------
                                                SHEILAH GINSBURG
                                                   SECRETARY
Dated: November 14, 1996


<PAGE>



                                    EXHIBIT A

              CERTIFICATE OF AMENDMENT OF ARTICLE OF INCORPORATION
                                       OF
                          GUARDIAN INTERNATIONAL, INC.

                  We the  undersigned  Richard  Ginsburg,  President and Sheilah
Ginsburg, Secretary, of Guardian International,  Inc., a Nevada corporation (the
"Company"), do hereby certify:

                  That the Board of Directors of said  corporation  at a meeting
duly convened,  held on the 14th day of November,  1996, adopted a resolution to
amend the original articles as follows:

                  RESOLVED,  Article  First is deleted in its  entirety  and the
following is inserted in lieu thereof:

                  "FIRST.           The name of the corporation is Guardian 
International, Inc."

                  RESOLVED,  Article  Fourth is deleted in its  entirety and the
following is inserted in lieu thereof:

                  "FOURTH.  The amount of the total authorized  capital stock of
the Company is  100,485,035  shares,  consisting of: (i)  100,000,000  shares of
'Class A Voting  Common  Stock,' par value  $0.001 per share;  and (ii)  484,035
shares of 'Class B Nonvoting Common Stock,' par value $0.001 per share.

                           Except as otherwise provided herein, all shares of 
Class A Voting Common  Stock and Class B  Nonvoting  Common  Stock will be 
identical  and will  entitle the holders thereof to the same rights and
privileges.

                  1. Voting  Rights.  The holders of Class A Voting Common Stock
will be  entitled to one (1) vote per share on all matters to be voted on by the
corporation's stockholders, and except as otherwise required by law, the holders
of Class B  Nonvoting  Common  Stock will have no right to vote their  shares of
Class  B  Nonvoting  Common  Stock  on  any  matters  to  be  voted  on  by  the
corporation's stockholders.

                  2.  Dividends.  When and as dividends  are  declared  thereon,
whether payable in cash, property or securities of the corporation,  the holders
of Class A Voting Common Stock and the holders of Class B Nonvoting Common Stock
will be entitled to share  ratably  according to the number of shares of Class A
Voting  Common  Stock or Class B Nonvoting  Common  Stock held by them,  in such
dividends;  provided, that if dividends are declared which are payable in shares
of Class A Voting Common Stock or Class B Nonvoting Common Stock, dividends will
be declared  which are payable at the same rate on both classes of common stock,
and the dividends payable in shares of Class A Voting Common Stock to holders of
Class A Voting  Common  Stock,  and the  dividends  payable in shares of Class B
Nonvoting  Common  Stock  will be payable  to the  holders of Class B  Nonvoting
Common Stock.


<PAGE>



                  3.   Liquidation   Rights.   In  the  event  any  liquidation,
dissolution or winding up of the Company, whether voluntary or involuntary,  the
holders of Class A Voting Common Stock and Class B Nonvoting  Common Stock shall
be  entitled  to share  ratably,  according  to the  number of shares of Class A
Voting  Common  Stock or Class B  Nonvoting  Common  Stock held by them,  in the
remaining assets of the Company available for distribution to its stockholders.

                  4.       Conversion of Class B Nonvoting Common Stock.

       (a)      At any time and from time to time, each record holder of Class B
Nonvoting  Common Stock will be entitled to convert any and all of the shares of
such holder's  Class B Nonvoting  Common Stock into the same number of shares of
Class A Voting Common Stock at holder's election,  provided, that each holder of
Class B  Nonvoting  Common  Stock shall only be entitled to convert any share or
shares of Class B Nonvoting  Common Stock to the extent that after giving effect
to  such  conversion  such  holder  or its  affiliates  shall  not  directly  or
indirectly own,  control or have power to vote a greater  quantity of securities
of any kind  issued by the  Company  than such  holder  and its  affiliates  are
permitted  to own,  control  or have  power to vote  under  any law or under any
regulation,  rule or other requirement of any governmental authority at any time
applicable to such holder and its affiliates.

       (b)      Each conversion of shares of Class B Nonvoting Common Stock
into shares of Class A Voting  Common Stock will be effected by the surrender of
the certificate or certificates  representing  the shares to be converted at the
principal  office of the  Company  at any time  during  normal  business  hours,
together  with a written  notice by the holder of such Class B Nonvoting  Common
Stock stating that such holder desires to convert the shares, or a stated number
of the shares, of Class B Nonvoting Common Stock represented by such certificate
or certificates into Class A Voting Common Stock and a written  undertaking that
upon such  conversion  such  holder  and its  affiliates  will not  directly  or
indirectly  own,  control  or have  the  power  to vote a  greater  quantity  of
securities  of any  kind  issued  by the  Company  than  such  holders  and  its
affiliates  are  permitted  to own,  control or have the power to vote under any
applicable  law,  regulation,  rule  or  other  governmental  requirement.  Such
conversion  will be deemed to have  effected  as of the close of business on the
date on which  certificate or certificates have been surrendered and such notice
has been  received,  and at such time the rights of the holder of the  converted
Class B  Nonvoting  Common  Stock as such  holder  will  cease and the person or
persons in whose name or names the  certificate  or  certificates  for shares of
Class A Voting Common Stock are to be issued upon such conversion will be deemed
to have  become  the  holder or  holders  of record the shares of Class A Voting
Common Stock represented thereby.

         (c)      Promptly after such surrender and the receipt of such written
notice,  the Company will issue and deliver in accordance with the  surrendering
holder's instructions (i) the certificate or certificates for the Class A Voting
Common Stock issuable upon such  conversion and (ii) a certificate  representing
any Class B Nonvoting  Common Stock which was  represented by the certificate or
certificates  delivered to the Company in connection  with such  conversion  but
which was not converted.

             (d)      If the Company in any manner subdivides or combines the
outstanding shares of one class of either Class A Voting Common Stock or Class B
Nonvoting  Common  Stock,  the  outstanding  shares of the other  class  will be
proportionately subdivided or combined.


<PAGE>





  (e)      In the case of, and as a condition to, any capital reorganization of,
or any  reclassification  of the  capital  stock of, the  Company  (other than a
subdivision  or  combination of shares of Class A Voting Common Stock or Class B
Nonvoting  Common Stock into a greater or lesser number of shares  (whether with
or  without  par  value) or a change  in the par value of Class A Voting  Common
Stock or Class B Nonvoting Common Stock or from par value to no par value) or in
the case of, and as a condition to, the  consolidation  or merger of the Company
with or into another  corporation  (other than a merger in which the corporation
is the continuing  corporation and which does not result in any reclassification
of outstanding shares of Class A Voting Common Stock or Class B Nonvoting Common
Stock),  each share of Class B Nonvoting  Common Stock shall be convertible into
the number of shares of stock or other  securities or property  receivable  upon
such  reorganization,  reclassification,  consolidation or merger by a holder of
the number of shares of Class A Voting Common Stock of the Company in which such
shares of Class B Nonvoting  Common Stock was convertible  immediately  prior to
such reorganization, reclassification, consolidation or merger; and, in any such
case,  appropriate adjustment shall be made in the application of the provisions
set forth in this paragraph with respect to the rights and interests  thereafter
of the holders of Class B Nonvoting  Common Stock to the end that the provisions
set forth in this paragraph (including provisions with respect to the conversion
rate) shall  thereafter be applicable,  as nearly as they  reasonably may be, in
relation  to any  shares of stock or other  securities  or  property  thereafter
deliverable upon the conversion of the shares of Class B Nonvoting Common Stock.

                 (f)      The shares of Class B Nonvoting Common Stock which are
converted  into shares of Class A Voting  Common Stock as provided  herein shall
not be reissued.

    (g)      The Company will at all times reserve and keep available out of its
authorized  but unissued  shares of Class A Voting  Common Stock or its treasury
shares, solely for the purpose of issue upon conversion of the Class B Nonvoting
Common Stock as provided  above,  such number of Class A Voting  Common Stock as
shall then be issuable  upon the  conversion of all then  outstanding  shares of
Class B  Nonvoting  Common  Stock  (assuming  that  all such  shares  of Class B
Nonvoting  Common Stock are held by persons entitled to convert such shares into
Class A Voting Common Stock).

          (h)      The issuance of certificates for Class A Voting Common Stock
upon the  conversion  of Class B  Nonvoting  Common  Stock will be made  without
charge to the holders of such shares for any issuance tax in respect  thereof or
other cost incurred by the Company in connection  with such  conversion  and the
related  issuance of Class A Voting Common Stock. The Company will not close its
books  against the transfer of Class B Nonvoting  Common Stock or Class A Voting
Common Stock issued or issuable upon the conversion of Class B Nonvoting  Common
Stock in any manner which would interfere with the timely  conversion of Class B
Nonvoting Common Stock."

                  The  number  of  shares  of the  corporation  outstanding  and
entitled to vote on an amendment to the Articles of  Incorporation is 6,453,804;
that the said change and  amendment  have been  consented  to and  approved by a
majority vote of the  stockholders  holding at least a majority of each class of
stock outstanding and entitled to vote thereon.


<PAGE>



                                                  
                                   (signature of Richard Ginsburg appears here)
                                           --------------------------------
                                             Richard Ginsburg,  President



                                   (signature of Sheilah Ginsburg appears here)
                                            --------------------------------
                                              Sheilah Ginsburg,  Secretary

State of ___Florida____________

County of_____Broward________


                  On November 14, 1996,  personally appeared before me, a Notary
Public,  Richard  Ginsburg  and Sheilah  Ginsburg,  who  acknowledged  that they
executed the above instrument.


                         (Signature of L. Marlene Crossley)

                           -----------------------------
                               (Signature of Notary)

                                                        34

<PAGE>