U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
MARCH 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________
COMMISSION FILE NUMBER: 000-28177
EVERLERT, INC.
(Exact name of registrant as specified in its charter)
Nevada 91-1886117
(State or jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
1201 East Warner Avenue, Santa Ana, California 92705
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (714) 966-0710
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 Par Value
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) been subject to such filing
requirements for the past 90 days. Yes No X
As of March 31, 2000, the Registrant had 19,207,485 shares
of common stock issued and outstanding.
Transitional Small Business Disclosure Format (check one): Yes No X .
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION PAGE
ITEM 1. FINANCIAL STATEMENTS
BALANCE SHEET AS OF MARCH 31, 2000 3
STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED
MARCH 31, 2000 AND MARCH 31, 1999 4
STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED
MARCH 31, 2000 AND MARCH 31, 1999 5
NOTES TO FINANCIAL STATEMENTS 6
ITEM 2. PLAN OF OPERATION 14
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 21
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 21
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 21
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 21
ITEM 5. OTHER INFORMATION 22
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 22
SIGNATURE 22
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCAL STATEMENTS.
EVERLERT, INC.
(A development stage company)
BALANCE SHEET
MARCH 31, 2000
(Unaudited)
ASSETS
Current assets
Cash $ 494
Total current assets 494
Other assets
Acquired technology, net 4,800,000
Deposits 53,500
$4,853,500
Total assets $4,853,994
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 15,954
Accrued liabilities 34,328
Stock subscriptions payable 74,532
Notes payable - related party 178,669
Note payable 169,600
Total current liabilities 473,083
Total liabilities 473,083
Commitments and contingencies -
Stockholders' equity
8% cumulative preferred stock; $.001 par
value; 5,000,000 shares authorized, 14,333
shares issued and outstanding 14
Common stock; $.001 par value;
50,000,000 shares authorized, 19,207,485 shares
issued and outstanding 19,207
Additional paid-in capital 7,203,853
Stock subscriptions receivable (917,625)
Accumulated deficit (1,924,538)
Total stockholders' equity 4,380,911
Total liabilities and stockholders' equity $ 4,853,994
See Accompanying Notes to Financial Statements
EVERLERT, INC.
(A development stage company)
STATEMENTS OF OPERATIONS
(Unaudited)
Period from
February 3, 1998
(Date of Inception)
For the three months ended March 31 through
2000 1999 March 31, 2000
Revenue $ - $ - $ -
Operating expenses
Amortization 300,000 - 1,200,000
Research and
development - 733 68,383
General and
administrative 18,504 62,526 617,694
Total operating
expenses 318,504 63,259 1,886,077
Net loss from
operations (318,504) (63,259) (1,886,077)
Other expense
Interest expense 8,582 - 38,461
8,582 - 38,461
Net loss before
provision for income
taxes (327,086) (63,259) (1,924,538)
Provision for
income taxes - - -
Net loss $ (327,086) (63,259) (1,924,538)
Basic and diluted
loss per common
share (0.02) (0.02) (0.26)
Basic and diluted
weighted average
common shares
outstanding 18,930,067 3,684,791 7,530,559
See Accompanying Notes to Financial Statements
EVERLERT, INC.
(A development stage company)
STATEMENTS OF CASH FLOWS
(Unaudited)
Period from
February 3, 1998
(Date of Inception)
For the three months ended March 31 through
2000 1999 March 31, 2000
Cash flows from
operating activities:
Net loss $ (327,086) $ (63,259) $ 1,924,538)
Adjustments to reconcile
net loss to net cash
used by operating
activities:
Amortization 300,000 - 1,200,000
Interest and
financing costs
satisfied in exchange
of common stock
- - 23,375
Common stock issued for
expenses - 12,900 87,900
Changes in operating
assets and
iabilities:
Increase in deposits - - (53,500)
Increase (decrease) in
accounts payable (4,839) (292,666) 15,954
Increase in accrued
liabilities 8,582 - 34,328
Net cash used by operating
activities (23,343) (343,025) (616,481)
Cash flows from financing
activities:
Proceeds from issuance of
notes payable related party - 173,669 178,669
Proceeds from issuance of
note payable - 169,600 205,600
Proceeds from issuance of
preferred stock 10,000 - 43,001
Proceeds from issuance of
common stock - - 111,932
Proceeds from issuance of
stock subscriptions payable - - 77,773
Net cash provided by
financing activities 10,000 343,269 616,975
Net increase (decrease)
in cash (13,343) 244 494
Cash, beginning of
period 13,837 733 -
Cash, end of period 494 977 494
Supplemental disclosure
of cash flow:
Cash paid for interest - - -
Schedule of non-cash
investing and
financing activities:
40,000 common shares issued
for payment of debt - - 2,000
300,000 common shares issued
in exchange for stock
subscriptions receivable - 450,000 450,000
Debt satisfied through
transfer of common stock - - 34,000
12,000,000 common shares
issued in exchange for
acquired technology - - 6,000,000
300,000 common shares issued
in exchange for stock
subscriptions receivable 525,000 - 525,000
Subscriptions payable
satisfied through issuance
of 15,000 common shares 3,241 - 3,241
See Accompanying Notes to Financial Statements
EVERLERT, INC.
(A development stage company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying financial statements have been prepared in
accordance with Securities and Exchange Commission requirements
for interim financial statements. Therefore, they do not include
all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.
The financial statements should be read in conjunction with the
Form 10-KSB for the year ended December 31, 1999 of Everlert,
Inc. ("the Company").
The results of operations for the interim periods shown in this
report are not necessarily indicative of results to be expected
for the full year. In the opinion of management, the information
contained herein reflects all adjustments necessary to make the
results of operations for the interim periods a fair statement of
such operation. All such adjustments are of a normal recurring
nature.
2. GOING CONCERN
The Company incurred a net loss of approximately $327,000 for the
three months ended March 31, 2000, and the Company's current
liabilities exceed its current assets by approximately $470,000
as of March 31, 2000. The Company plans to complete the
development of its voice record and playback smoke detector,
along with the heat sensor Christmas tree ornaments. The Company
will seek additional sources of capital through the issuance of
debt or equity financing, but there can be no assurance the
Company will be successful in accomplishing its objectives.
The ability of the Company to continue as a going concern is
dependent on additional sources of capital and the success of the
Company's plan. The financial statements do not include any
adjustments that might be necessary if the Company is unable to
continue as a going concern.
ITEM 2. PLAN OF OPERATION.
Twelve Month Plan of Operation.
The operational period from February 3, 1998 to December 31,
1999, achieved two main goals for the Corporation: (a) formation
of the organization to pursue the Registrant's business
objective, and (b) obtain sufficient capital to commence initial
operations. Everlert is a developmental stage enterprise, and
has not generated any revenues to date. The Registrant has
devoted substantially all of its present efforts to developing
its products to be manufactured and marketed and completing its
reporting requirements with the Securities Act of 1934 and its
commencement of trading on the Over-the-Counter Bulletin Board
(the Registrant was delisted from this exchange as of November
18, 1999). In order to qualify for relisting on the Bulletin
Board, the Registrant must comply with the new eligibility rules
of this exchange, which require that all listed companies be
reporting companies; accordingly the Registrant filed its Form
10-SB Registration Statement with the Securities and Exchange
Commission on November 18, 1999.
Realization of sales of the Registrant's products during the
fiscal year ending December 31, 2000 is vital to its plan of
operations. The Registrant believes that its initial revenues
will be primarily dependent upon the its ability to cost-
effectively and efficiently develop and market smoke and heat
detectors. The Registrant designates as its priorities for the
first next twelve months of operations as developing and
marketing its products to establish its operations by: (a)
implementing and successfully executing its business and
marketing strategy, including developing and marketing its
products to establish its business in the home safety industry;
(b) developing relationships with strategic partners; (c)
responding to competitive developments; and (d) attracting,
retaining and motivating qualified personnel.
Management of the Registrant believes that the need for
additional capital going forward will be derived somewhat from
earnings generated from the sale of its products. In such case,
it is the intent of the Registrant to seek to raise additional
capital via a private placement offering. The Registrant
currently has a note receivable for common stock in the amount of
$975,000. The Registrant believes that realization of this
capital will sustain it for at least twelve months of operations.
In the meantime, management of the Registrant plans to advance
funds to the Registrant on an as-needed basis although there is
no definitive or legally binding arrangement to do so. The
Registrant currently has no arrangements or commitments for
accounts and accounts receivable financing. There can be no
assurance that any such financing can be obtained or, if
obtained that it will be on reasonable terms. The Registrant
believes that its initial revenues will be primarily dependent
upon the Registrant's ability to cost effectively and
efficiently develop, manufacture and market smoke detectors and
related home safety products.
The Registrant incurred significant expenses for the operating
period February 3, 1998 to March 31, 2000, totaling $1,886,077.
Expenditures were primarily due to costs incurred for consulting
fees, engineering and general and administrative expenses. The
Registrant's consulting expenses were incurred from its public
listing process on the Over-the-Counter Bulletin Board. Due to
the significant operating expenses, the Registrant experienced a
net loss of $1,886,077 for this period. The Registrant
anticipated incurring this loss during the initial commencement
of operations until such time that it will realize revenues from
operations in the fiscal year 2000.
The Registrant's ability to distribute, and generate awareness
of, the Registrant's products must be considered in light of the
risks, expenses and difficulties frequently encountered by
companies in their early stage of development, particularly
companies in new markets. There can be no assurance that the
Registrant will be successful in establishing a base of
operations, and the failure to do so could have a material
adverse effect on the Registrant's business, prospects, financial
condition and results of operations.
Risk Factors Connected with Plan of Operation.
(a) Only Limited Prior Operations.
The Registrant has only limited operations and is subject to all
the risks inherent in the creation of a new business. Since the
Registrant's principal activities to date have been limited to
organizational activities and prospect development, it has no
record of any revenue-producing operations. Consequently, there
is only a limited operating history upon which to base an
assumption that the Registrant will be able to achieve its
business plans. In addition, the Registrant has only limited
assets. As a result, there can be no assurance that the
Registrant will generate significant revenues in the future; and
there can be no assurance that the Registrant will operate at a
profitable level. If the Registrant is unable to obtain
customers and generate sufficient revenues so that it can
profitably operate, the Registrant's business will not succeed.
(b) Need for Additional Financing May Affect Operations.
Current funds available to the Registrant will not be adequate
for it to be competitive in the areas in which it intends to
operate. Therefore, the Registrant will need to raise additional
funds in order to fully implement its business plan. However,
there can be no assurance that the Registrant will be successful
in raising such additional funds. Regardless of whether the
Registrant's cash assets prove to be inadequate to meet the
Registrant's operational needs, the Registrant might seek to
compensate providers of services by issuance of stock in lieu of
cash.
Since inception, the Registrant has financed operations
primarily through private placements of common stock. The
Registrant has significant ongoing liquidity needs to support its
existing business and continued growth. The Registrant's
continued operations therefore will depend upon its ability to
raise additional funds through bank borrowings, equity or debt
financing. Adequate funds may not be available when needed or
may not be available on favorable terms. If funding is
insufficient at any time in the future, the Registrant may not
be able to take advantage of business opportunities or respond to
competitive pressures, any of which could have a negative impact
on the business, operating results and financial condition. In
addition, if additional shares were issued to obtain financing,
current shareholders may suffer a dilutive effect on their
percentage of stock ownership in the Registrant.
(c) No Assurance of Protection of Proprietary Rights.
The Registrant's success and ability to compete will be dependent
in part on the protection of its potential patents, trademarks,
trade names, service marks and other proprietary rights. The
Registrant intends to rely on trade secret and copyright laws to
protect the intellectual property that it plans to develop, but
there can be no assurance that such laws will provide sufficient
protection to the Registrant, that others will not develop a
service that are similar or superior to the Registrant's, or
that third parties will not copy or otherwise obtain and use the
Registrant's proprietary information without authorization. In
addition, certain of the company's know-how and proprietary
technology may not be patentable.
The Registrant may rely on certain intellectual property licensed
from third parties, and may be required to license additional
products or services in the future, for use in the general
operations of its business plan. The Registrant currently has no
licenses for the use of any specific products. There can be no
assurance that these third party licenses will be available or
will continue to be available to the Registrant on acceptable
terms or at all. The inability to enter into and maintain any
of these licenses could have a material adverse effect on the
Registrant's business, financial condition or operating results.
(d) No Assurance of Successful Manufacturing.
The company has no experience manufacturing commercial quantities
of products, but management has had experience in this area. The
company presently has no plans for developing an in-house
manufacturing capability. Accordingly, the company will be
dependent upon securing a contract manufacturer or other third
party to manufacture the circuit boards and plastic housing of
the dectectors (the final assembly and testing will be done in-
house). There can be no assurance that the terms of any such
arrangement would be favorable enough to permit the products to
compete effectively in the marketplace.
(e) Dependence on Outsourced Manufacturing
The risks of association with outsourced manufacturers are
related to aspects of these firms' operations, finances and
suppliers. The Registrant may suffer losses if the outside
manufacturer fails to perform its obligations to manufacture and
ship the product manufactured. These manufacturers' financial
affairs may also affect the Registrant's ability to obtain
product from these firms in a timely fashion should they fail to
continue to obtain sufficient financing during a period of
incremental growth. The company intends to maintains a strong
relationship with these manufacturers to ensure that any issues
they may face are dealt with in a timely manner.
(f) No Assurance of Market Acceptance.
There can be no assurance that any products successfully
developed by the company or its corporate collaborators, if
approved for marketing, will ever achieve market acceptance. The
company's products, if successfully developed, may compete with a
number of traditional products manufactured and marketed by major
e-commerce and technology companies, as well as new products
currently under development by such companies and others. The
degree of market acceptance of any products developed by the
company or its corporate collaborators will depend on a number of
factors, including the establishment and demonstration of the
efficacy of the product candidates, their potential advantage
over alternative methods and reimbursement policies of government
and third party payors. There can be no assurance that the
marketplace in general will accept and utilize any products that
may be developed by the company or its corporate collaborators.
(g) Substantial Competition.
The Registrant may experience substantial competition in its
efforts to locate and attract customers for its products. Many
competitors in the smoke detector industry have greater
experience, resources, and managerial capabilities than the
Registrant and may be in a better position than the Registrant to
obtain access to attract customers. There are a number of larger
companies which will directly compete with the Registrant. Such
competition could have a material adverse effect on the
Registrant's profitability or viability.
(h) Other External Factors May Affect Viability of Registrant.
The smoke detector industry in general is a speculative venture
necessarily involving some substantial risk. There is no
certainty that the expenditures to be made by the Registrant will
result in commercially profitable business. The marketability of
its products will be affected by numerous factors beyond the
control of the Registrant. These factors include market
fluctuations, and the general state of the economy (including the
rate of inflation, and local economic conditions), which can
affect peoples' spending. Factors which leave less money in the
hands of potential customers of the Registrant will likely have
an adverse effect on the Registrant. The exact effect of these
factors cannot be accurately predicted, but the combination of
these factors may result in the Registrant not receiving an
adequate return on invested capital.
(i) Control of the Registrant by Officers and Directors
Over Affairs of the Registrant.
The Registrant's officers and directors beneficially own
approximately 61% of the outstanding shares of the Registrant's
common stock. As a result, such persons, acting together, have
the ability to exercise significant influence over all matters
requiring stockholder approval. Accordingly, it could be
difficult for the investors hereunder to effectuate control over
the affairs of the Registrant. Therefore, it should be assumed
that the officers, directors, and principal common shareholders
who control these voting rights will be able, by virtue of their
stock holdings, to control the affairs and policies of the
Registrant.
(j) Success of Registrant Dependent on Management.
The Registrant's success is dependent upon the hiring and
retention of key personnel. None of the officers or directors
has any employment or non-competition agreement with the
Registrant. Therefore, there can be no assurance that these
personnel will remain employed by the Registrant. Should any of
these individuals cease to be affiliated with the Registrant for
any reason before qualified replacements could be found, there
could be material adverse effects on the Registrant's business
and prospects.
In addition, all decisions with respect to the management of the
Registrant will be made exclusively by the officers and directors
of the Registrant. Investors will only have rights associated
with minority ownership interest rights to make decision which
effect the Registrant. The success of the Registrant, to a large
extent, will depend on the quality of the directors and officers
of the Registrant. Accordingly, no person should invest in the
Shares unless he is willing to entrust all aspects of the
management of the Registrant to the officers and directors.
(k) Conflicts of Interest May Affect Independence of Officers
and Directors.
The officers and directors have other interests to which they
devote time, either individually or through partnerships and
corporations in which they have an interest, hold an office, or
serve on boards of directors, and each will continue to do so
notwithstanding the fact that management time may be necessary to
the business of the Registrant. As a result, certain conflicts of
interest may exist between the Registrant and its officers and/or
directors which may not be susceptible to resolution.
In addition, conflicts of interest may arise in the area of
corporate opportunities which cannot be resolved through arm's
length negotiations. All of the potential conflicts of interest
will be resolved only through exercise by the directors of such
judgment as is consistent with their fiduciary duties to the
Registrant. It is the intention of management, so as to minimize
any potential conflicts of interest, to present first to the
Board of Directors to the Registrant, any proposed investments
for its evaluation.
(l) Limitations on Liability, and Indemnification, of
Directors and Officers May Result in Expenditures by the Registrant.
The Registrant's Articles of Incorporation include
provisions to eliminate, to the fullest extent permitted by the
Nevada Revised Statutes as in effect from time to time, the
personal liability of directors of the Registrant for monetary
damages arising from a breach of their fiduciary duties as
directors. The By-Laws of the Registrant include provisions to
the effect that the Registrant may, to the maximum extent
permitted from time to time under applicable law, indemnify any
director, officer, or employee to the extent that such
indemnification and advancement of expense is permitted under
such law, as it may from time to time be in effect. Any
limitation on the liability of any director, or indemnification
of directors, officer, or employees, could result in substantial
expenditures being made by the Registrant in covering any
liability of such persons or in indemnifying them.
(m) Absence of Cash Dividends.
The Board of Directors does not anticipate paying cash
dividends on the common stock for the foreseeable future and
intends to retain any future earnings to finance the growth of
the Registrant's business. Payment of dividends, if any, will
depend, among other factors, on earnings, capital requirements
and the general operating and financial conditions of the
Registrant as well as legal limitations on the payment of
dividends out of paid-in capital.
(n) No Cumulative Voting.
Holders of the shares of common stock of the Registrant are not
entitled to accumulate their votes for the election of directors
or otherwise. Accordingly, the holders of a majority of the
shares present at a meeting of shareholders will be able to elect
all of the directors of the Registrant, and the minority
shareholders will not be able to elect a representative to the
Registrant's board of directors.
(o) No Assurance of Continued Public Trading Market; Risk
of Low Priced Securities.
Since August 25, 1998, there has been only a limited
public market for the common stock of the Registrant. The common
stock of the Registrant is currently quoted on the National
Quotation Bureau's Pink Sheets; the Registrant intends to reapply
for relisting on the Over the Counter Bulletin Board after
clearing comments on this registration statement. As a result,
an investor may find it difficult to dispose of, or to obtain
accurate quotations as to the market value of the Registrant's
securities. In addition, the common stock is subject to the low-
priced security or so called "penny stock" rules that impose
additional sales practice requirements on broker-dealers who sell
such securities. The Securities Enforcement and Penny Stock
Reform Act of 1990 ("Reform Act") requires additional disclosure
in connection with any trades involving a stock defined as a
penny stock (generally, according to recent regulations adopted
by the U.S. Securities and Exchange Commission, any equity
security that has a market price of less than $5.00 per share,
subject to certain exceptions), including the delivery, prior to
any penny stock transaction, of a disclosure schedule explaining
the penny stock market and the risks associated therewith. The
regulations governing low-priced or penny stocks sometimes limit
the ability of broker-dealers to sell the Registrant's common
stock and thus, ultimately, the ability of the investors to sell
their securities in the secondary market.
(p) Effects of Failure to Maintain Market Makers.
If the Registrant is unable to maintain a National
Association of Securities Dealers, Inc. member broker/dealers as
market makers, the liquidity of the common stock could be
impaired, not only in the number of shares of common stock which
could be bought and sold, but also through possible delays in the
timing of transactions, and lower prices for the common stock
than might otherwise prevail. Furthermore, the lack of market
makers could result in persons being unable to buy or sell shares
of the common stock on any secondary market. There can be no
assurance the Registrant will be able to maintain such market
makers.
(q) Uncertainty Due to Year 2000 Problem.
The Year 2000 issue arises because many computerized systems
use two digits rather than four to identify a year. Date
sensitive systems may recognize the year 2000 as 1900 or some
other date, resulting in errors when information using the year
2000 date is processed. In addition, similar problems may arise
in some systems which use certain dates in 1999 to represent
something other than a date. The effects of the Year 2000 issue
may be experienced after January 1, 2000, and if not addressed,
the impact on operations and financial reporting may range from
minor errors to significant system failure which could affect the
Registrant's ability to conduct normal business operations. This
creates potential risk for all companies, even if their own
computer systems are Year 2000 compliant. It is not possible to
be certain that all aspects of the Year 2000 issue affecting the
Registrant, including those related to the efforts of customers,
suppliers, or other third parties, will be fully resolved.
The Registrant currently believes that its systems are Year 2000
compliant in all material respects. Although management is not
aware of any material operational issues or costs associated with
preparing its internal systems for the Year 2000, the Registrant
may experience serious unanticipated negative consequences (such
as significant downtime for one or more of its suppliers) or
material costs caused by undetected errors or defects in the
technology used in its internal systems. Furthermore, the
purchasing patterns of consumers may be affected by Year 2000
issues. The Registrant does not currently have any information
about the Year 2000 status of its potential material suppliers.
The Registrant's Year 2000 plans are based on management's best
estimates.
Forward Looking Statements.
The foregoing Plan of Operation contains "forward looking
statements" within the meaning of Rule 175 of the Securities Act
of 1933, as amended, and Rule 3b-6 of the Securities Act of 1934,
as amended, including statements regarding, among other items,
the Registrant's business strategies, continued growth in the
Registrant's markets, projections, and anticipated trends in the
Registrant's business and the industry in which it operates. The
words "believe," "expect," "anticipate," "intends," "forecast,"
"project," and similar expressions identify forward-looking
statements. These forward-looking statements are based largely
on the Registrant's expectations and are subject to a number of
risks and uncertainties, certain of which are beyond the
Registrant's control. The Registrant cautions that these
statements are further qualified by important factors that could
cause actual results to differ materially from those in the
forward looking statements, including, among others, the
following: reduced or lack of increase in demand for the
Registrant's products, competitive pricing pressures, changes in
the market price of ingredients used in the Registrant's products
and the level of expenses incurred in the Registrant's
operations. In light of these risks and uncertainties, there can
be no assurance that the forward-looking information contained
herein will in fact transpire or prove to be accurate. The
Registrant disclaims any intent or obligation to update "forward
looking statements."
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Registrant is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by
or against the Registrant has been threatened.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
ITEM 5. OTHER INFORMATION.
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Reports on Form 8-K. No reports on Form 8-K were filed
during the second quarter of the fiscal year covered by this Form
10-QSB.
(b) Exhibits. Exhibits included or incorporated by
reference herein are set forth in the Exhibit Index.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Everlert, Inc.
Dated: September 27, 2000 By: /s/ James J. Weber
James J. Weber, President
EXHIBIT INDEX
Number Exhibit Description
2 Share Exchange Agreement between the Registrant and Safe at
Home Products, Inc., dated April 1, 1999 (incorporated by
reference to Exhibit 2 of the Registration Statement on Form 10-
SB filed on November 18, 1999).
3.1 Articles of Incorporation (incorporated by reference to
Exhibit 3.1 of the Registration Statement on Form 10-SB filed on
November 18, 1999).
3.2 Bylaws (incorporated by reference to Exhibit 3.2 of the
Registration Statement on Form 10-SB filed on November 18, 1999).
21 Subsidiaries of the Registrant (incorporated by reference to
Exhibit 21 of the Form 10-KSB/A filed on September 8, 2000).
27 Financial Data Schedule (see below).
