SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to ___________.
Commission File Number: 0-26239
BE SAFE SERVICES, INC.
(Exact Name of Registrant as Specified in its Charter)
State of Delaware 11-3479172
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
62-45 Woodhaven Boulevard, Rego Park, New York 11374
(Address of Principal Executive Offices)
(718) 651-5400
Issuers telephone number
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.0001 par value
------------------------------
(Title of class)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements by
reference in Part III of this Form 10-KSB or any amendment to the Form 10-KSB.
[_]
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]
State Issuer's revenues for its most fiscal year $14,730
There are no recent quotes available for the Issuer's common stock. Accordingly,
the Registrant is unable to determine the aggregate market value of the voting
stock held by nonaffiliates of the Issuer as of any recent date.
On March 27, 2000, the Issuer had outstanding 4,535,000 shares of Common Stock,
which is the Issuer's only class of common stock.
<PAGE>
PART I
ITEM 1. DESCRIPTION OF THE BUSINESS
HISTORY
Be Safe Services, Inc., which we sometimes refer to here as the Company was
organized in the State of Delaware on March 16, 1999. The Company, on a limited
basis, distributes, installs and services alarm, surveillance systems, closed
circuit televisions and intercom equipment. We also provide prospective
customers with enhanced services that include:
- extended service protection;
- patrol and alarm response;
- two-way voice communication;
- pager service;
- medical information service;
- cellular back-up; and
- mobile security service.
BUSINESS
Our principal activity is responding to the immediate security and safety
needs of our customers 24 hours a day. The Company expects that the majority of
its revenue will be generated from installing, maintaining and monitoring alarm
systems in our customers' homes and businesses.
We provide our services to the residential (both single family and
multifamily residences), commercial and wholesale customers. We believe that the
residential customer is the most attractive segment of the alarm business
because of a lower percentage of residences currently having alarms versus
businesses and therefore this segment has the largest potential for growth and
higher gross margins.
In the New York metropolitan area a large percentage of the population
reside in multifamily dwellings. We intend to market our products and services
primarily to developers, building owners, cooperative boards and managers of
apartment complexes. We believe this targeted group is the most effective means
of generating sales in the multifamily dwelling market.
THE SECURITY ALARM INDUSTRY
The North American security industry is large, growing rapidly and
characterized by a lower percentage of residences having alarms versus
businesses. We believe that several favorable demographic trends, including the
aging population, two-income families, home officing, as well as a strong
economy and increased perception of crime have all contributed to an increased
demand for security alarms and related services.
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OPERATIONS
Our operations consist principally of installing security alarms systems,
alarm monitoring and customer service functions.
Security alarm systems include many different types of devices installed at
customers' premises designed to detect or to react to various occurrences or
conditions, such as intrusion or the presence of fire or smoke. In general,
systems for multifamily and residential applications tend to be smaller in size
than those used by commercial customers, and also tend to generate a lower level
of alarm signals than in commercial applications. These devices are connected to
a computerized control panel that communicates through the phone lines to a
service center. In most systems, control panels can identify the nature of the
alarm and the areas within a building where the sensor was activated, and can
transmit that information to a central monitoring station.
The basic system to be sold by us will include monitoring of the front and
back doors of a home, one keypad, an interior motion detection device, a central
processing unit with the ability to communicate signals to a central monitoring
station, a panic button, a siren, window decals and a yard sign. This basic
system often will be offered for little or no up-front price, but will be sold
to a customer with additional equipment customized to a customer's specific
needs. Such equipment add-ons include additional perimeter and interior
protection, fire protection devices (heat and smoke detectors), environmental
protection devices (freeze sensors and water detectors, additional panic buttons
and home automation devices (lighting or appliance controls). Our employees will
provide all services related to the installation of security alarm systems.
Customer Contracts
Our alarm monitoring customer contracts will be entered into between the
Company and the customer and generally will have initial terms ranging from one
to five years in duration, and provide for automatic renewals for a fixed period
(typically one year) unless we or the customer elects to cancel the contract at
the end of its term.
Typically, the Company and the customers enter into alarm monitoring
contracts that include a bundled monthly charge for monitoring, extended service
protection and a rebate against the homeowners' insurance deductibles in the
event of a loss. All payments are made directly to the Company. In turn, the
Company will pay a monitoring company for monitoring a particular customer's
alarm system. The Company will retain approximately 65% of the customers annual
monitoring contract. This percentage differs depending upon the other service
items bundled in the contract. Extended service protection covers the normal
costs of repair of the security system after the expiration of the security
system's initial warranty period. A typical homeowners insurance policy carries
a deductible, usually between $100 and $1,000. Our proposed rebate program will
cover the customer for the deductible portion of their homeowner's insurance.
Although a customer may elect to sign an alarm monitoring contract that excludes
extended service protection, few customers choose to do so, and we believe the
bundling of monitoring and extended service protection provides additional value
to customers and allows us to provide more efficient field repair services.
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We intend to contract with several independent companies to provide central
station monitoring for our customers. These centers operate 24 hours per day,
seven days a week, including all holidays. Each operator within a service center
monitors a computer screen that presents real-time information concerning the
nature of the alarm signal, the customer whose alarm has been activated, and the
premises on which such alarm is located. The Company does not intend on becoming
a monitoring company, therefore, the Company will be relying on employees of the
several independent monitoring companies the Company intends to contract with.
Each operator receives training that includes familiarization with substantially
every type of alarm system in our customer base. This enables the operator to
tell customers how to turn off their systems in the event of a false alarm, thus
reducing the instances in which a field service person must be dispatched. All
telephone conversations are automatically recorded. Other non-emergency
administrative signals are generated by low battery status, deactivation and
reactivation of the alarm monitoring system, and test signals, and are processed
automatically by computer.
Enhanced Services
As a means to increase revenues and to enhance customer satisfaction, we
will offer customers an array of enhanced security services, including extended
service protection and several different types of alarm verification. These
services position us as a full service provider and give dealers more features
to sell in their solicitation of new customers. Once we commence full operations
we intend to actively solicit our customers for interest in these services. The
following provides additional detail on enhanced services:
- Extended Service Protection, which covers the normal costs of
repairing the system during normal business hours, after the
expiration of the initial warranty period. A typical security system
comes with an initial one(1) year warranty which covers parts and
labor. The extended service protection provides the customer with a
warranty beyond the initial warranty and it typically costs $200 per
year and provides for the repair or replacement of all parts and
equipment installed as part of the security system, including window
contacts, battery replacements for wireless devices, and motion
detectors. It also includes normal maintenance on all wiring. The
extended services protection on multi-family dwellings is considerably
more expensive ranging on equipment used and size of installation.
- Two-Way Voice Communication (Remote Audio Verification), which
consists of the ability, in the event of an alarm activation, to
listen and to talk to persons at the monitored premises from the
service center through speakers and microphones located within the
premises. Among other things, such remote audio verification helps us
to determine whether an alarm activation is a false alarm.
- Supervised Monitoring Service, which allows the alarm system to send
various types of signals containing information on the use of the
system, such as which users armed or disarmed the system and at what
time of the day. This information is supplied to customers for use in
connection with the management of their households or businesses.
Supervised monitoring service can also include a daily automatic test
feature.
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- Pager Service, which provides the customer with standard pager
services that also enables us to reach the customer in the event of an
alarm activation.
- Wireless Back-Up, which permits the alarm system to send signals over
a cellular telephone or dedicated radio system, in the event that
regular telephone service is interrupted.
- Alarm Response and Patrol Service, which provides customers in
selected markets with rapid, on-premises response to and verification
of alarms by armed officers.
- Medical Information Service, which provides a responder with our
customers' specific medical needs, as well as emergency contacts
whether home or away.
ADVERTISING AND MARKETING
We intend to use local radio, local newspaper and direct mail with
promotional messages to create sales leads and general brand awareness.
COMPETITION
The security alarm industry is highly competitive. Management believes that
the following companies are the top five alarm companies in the New York
metropolitan area. This belief is based on these companies market share in the
United States.
- ADT Security Services, a subsidiary of Tyco International, Inc.
("ADT");
- Protection One;
- Security Link from Ameritech, Inc., a subsidiary of Ameritech
Corporation;
- Brinks Home Security Inc., a subsidiary of The Pittston Services Group
of North America; and
- Honeywell Inc.
Competition in the security alarm industry is based primarily on
reliability of equipment, market visibility, services offered, reputation for
quality of service, price and the ability to identify and to solicit prospective
customers as they move into homes. We believe that we will compete effectively
with other national, regional and local security alarm companies due to
management's reputation for being reliable locksmiths, our prominent presence in
the areas in which we intend to do business due to the fact that the Company is
centrally located in the New York area, approximately 20 minutes from all five
boroughs of New York City, and our marketing alliances with developers, building
owners, cooperative boards and managers of apartment complexes. Presently Mr.
Erber provides these entities with the best price available for locks and
similar devices, and in exchange these entities list Mr. Erber's locksmith
business as a preferred vendor. The Company intends to utilize the alliances in
the same manner. The Company will provide developers, building managers and
cooperative boards with alarm systems for the building complexes common areas at
the best rates possible. In exchange, Mr. Erber
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believes that based on his past experience as a locksmith these entities will
list the Company as a preferred vendor to be used by their building tenants and
coop and condominium owners. None of these alliances are subject to written
agreements nor at this time are there any oral agreements. At present, Mr.
Erber's locksmith business provides locksmith services to an aggregate of
approximately fifty (50) developers, building managers and cooperative boards.
REGULATORY MATTERS
A number of local governmental authorities have adopted or are considering
various measures aimed at reducing the number of false alarms. Such measures
include:
- subjecting alarm monitoring companies to fines or penalties for
transmitting false alarms;
- permitting of individual alarm systems and the revocation of such
permits following a specified number of false alarms;
- imposing fines on alarm customers for false alarms;
- imposing limitations on the number of times the police will respond to
alarms at a particular location after a specified number of false
alarms; and
- requiring further verification of an alarm signal before the police
will respond.
Our operations are subject to a variety of other laws, regulations and
licensing requirements of both domestic and foreign federal, state, and local
authorities. In certain jurisdictions, we are required to obtain license or
permits, to comply with standards governing employee selection and training, and
to meet certain standards in the conduct of our business. Many jurisdictions
also require certain of our employees to obtain licenses or permits. Those
employees who serve as patrol officers are often subject to additional licensing
requirements, including firearm licensing and training requirements in
jurisdictions in which they carry firearms.
The alarm industry is also subject to requirements imposed by various
insurance, approval, listing, and standards organizations. Depending upon the
type of customer served, the type of security service provided, and the
requirements of the applicable local governmental jurisdiction, adherence to the
requirements and standards of such organizations is mandatory in some instances
and voluntary in others.
Our advertising and sales practices are regulated in the United States by
both the Federal Trade Commission and state consumer protection laws. In
addition, certain administrative requirements and laws of the foreign
jurisdictions in which we operate also regulate such practices. Such laws and
regulations include restrictions on the manner in which we promote the sale of
our security alarm systems, the obligation to provide purchasers of our alarm
systems with certain rescission rights and certain foreign jurisdictions'
restrictions on a company's freedom to contract.
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Our alarm monitoring business utilizes telephone lines and radio
frequencies to transmit alarm signals. The cost of telephone lines and the type
of equipment which may be used in telephone line transmission are currently
regulated by both federal and state governments. The Federal Communications
Commission and state public utilities commissions regulate the operation and
utilization of radio frequencies. In addition, the laws of certain of the
foreign jurisdictions in which we operate regulate the telephone communications
with the local authorities.
At present we are in compliance with all of the above discussed
regulations. We do not anticipate any difficulties peculiar to our operations in
complying with future governmental regulations.
RISK MANAGEMENT
The nature of the services provided by us potentially exposes us to greater
risks of liability for employee acts or omissions, or system failure, than may
be inherent in other businesses. Substantially all of our alarm monitoring
agreements and other agreements, pursuant to which we intend to sell our
products and services contain provisions limiting liability to customers in an
attempt to reduce this risk. Management believes that the Company will have
legal liability as a result of any losses incurred by a customer that relates to
the installation of an alarm system including losses related to properly
installed faulty equipment. In the case of faulty equipment, management believes
that the manufacturer will also have liability. Dangers related to problems
occurring at the monitoring level will probably expose the Company and its
independent monitoring company to legal liability.
We intend to carry insurance of various types, including general liability
and errors and omissions insurance in amounts management considers adequate and
customary for our industry and business. Management has contacted several
insurance brokers regarding insuring the Company's intended business and has
received quotes of insurance policies. Management believes it will be able to
obtain the kinds and amounts of insurance customary for the industry. Our loss
experience, and the loss experiences at other security service companies, may
affect the availability and cost of such insurance. Certain insurance policies,
and the laws of some states, may limit or prohibit insurance coverage for
punitive or certain other types of damages or liability arising from gross
negligence.
EMPLOYEES
At December 31, 1999 we employed two individuals on a full time basis, of
which one is an executive officer. Ultimately, we expect to maintain a staffing
level of at least 15 to 20 employees.
ITEM 2. PROPERTIES
Our corporate offices are located at 62-45 Woodhaven Boulevard, Rego Park,
New York 11375. We occupy approximately 500 square feet at a rental of $200.00
per month from Mr. Jordan Erber, our Chairman and CEO. We believe that the
rental rate is fair and reasonable. We occupy this space on a month to month
basis. Our management believes the space is adequate to satisfy our customers
need at present. As we grow, the current space will be insufficient,
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however, there is adequate space available in the area and management believes a
move can be accomplished with minimal or no disruption to its operations.
ITEM 3. LEGAL PROCEEDINGS
We are not a party to any pending legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED MATTERS
There is no trading market for our Common Stock at present and there has
been no trading market to date. Alexander Securities, a market maker, has filed
a form C-211 with the NASD for initial listing of our Common Stock on the
OTC-Bulletin Board. At present, our Common Stock has not been cleared for
trading on the OTC-BB and there is no assurance that the NASD will ever clear
our Common Stock. Furthermore, once the Common Sock is cleared to trade, there
is no assurance that a trading market will ever develop or, if such a market
does develop, that it will continue.
(a) MARKET PRICE. Our Common Stock is not quoted at the present time.
Effective August 11, 1993, the Securities and Exchange Commission adopted
Rule 15g-9, which established the definition of a "penny stock," for purposes
relevant to the Company, as any equity security that has a market price of less
than $5.00 per share or with an exercise price of less than $5.00 per share,
subject to certain exceptions. For any transaction involving a penny stock,
unless exempt, the rules require: (i) that a broker or dealer approve a person's
account for transactions in penny stocks; and (ii) the broker or dealer receive
from the investor a written agreement to the transaction, setting forth the
identity and quantity of the penny stock to be purchased. In order to approve a
person's account for transactions in penny stocks, the broker or dealer must (i)
obtain financial information and investment experience and objectives of the
person; and (ii) make a reasonable determination that the transactions in penny
stocks are suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight form, (i)
sets forth the basis on which the broker or dealer made the suitability
determination; and (ii) that the broker or dealer received a signed, written
agreement from the investor prior to the transaction. Disclosure also has to be
made about the risks of investing in penny stocks in both public offerings and
in secondary trading, and about commissions payable to both the broker-dealer
and the registered representative, current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the
limited market in penny stocks.
The National Association of Securities Dealers, Inc. (the "NASD"), which
administers NASDAQ, has recently made changes in the criteria for initial
listing on the NASDAQ Small Cap market and for continued listing. For initial
listing, a company must have net tangible assets of $4 million, market
capitalization of $50 million or net income of $750,000 in the most recently
completed fiscal year or in two of the last three fiscal years. For initial
listing, the common stock must also have a minimum bid price of $4 per share. In
order to continue to be included on NASDAQ, a company must maintain $2,000,000
in net tangible assets and a $1,000,000 market value of its publicly-traded
securities. In addition, continued inclusion requires two market-makers and a
minimum bid price of $1.00 per share.
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(b) HOLDERS. There are 131 holders of our Common Stock. In March and April
1999, we issued a total of 4,535,000 of our Common Stock to these persons for a
total of $16,451 in cash.
(c) DIVIDENDS. We have not paid any dividends to date, and have no plans to
do so in the immediate future.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL STATEMENTS.
Results of Operations
We commenced operations on a limited basis in December 1999. Our total
revenue for the year ended December 31, 1999 was $14,730. Our net income for
that period was $4,814. The future success of the Company will depend to a great
extent on management's abilities to implement our business plan.
CAPITAL NEEDS AND FUTURE REQUIREMENTS
As of December 31, 2000 we raised an aggregate of approximately $16,5000.
We have also borrowed approximately $10,000 from third parties. While these
monies have allowed us to commence minimal operations, it is not enough to
sustain our business plan. In order for us to begin full operations we will need
to raise cash immediately. We do not have enough funds to sustain our business
for the next twelve months, accordingly, we will need to raise cash during the
next twelve months. We intend to raise funds for the expansion of our business
and possible business acquisitions. There can be no assurance as to our ability
to raise additional funds and there can be no assurances that we will be able to
continue as an ongoing concern.
ITEM 7. FINANCIAL STATEMENTS
See financial statement annexed hereto.
ITEM 8. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None
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PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
This table describes our current directors and executive officers:
Name Age Title
---- --- -----
Jordan Erber 39 President, Treasurer and Chairman of
the Board
Kathleen LaVeglia 43 Secretary &Director
Robert Dehmer 26 Director
Jordan Erber - President & Chairman of the Board of Directors - Mr. Erber has
been the Company's President, Treasurer and Chairman of the Board since its
inception. Since 1983 Mr. Erber has been President of Around the Clock Locksmith
Inc. Mr. Erber has been a licensed locksmith since 1981 and he has a license
from the New York State Burglar & Fire organization. This license was issued to
Mr. Erber upon the completion of a 60 hour course in the installation, wiring
and diagnostics of alarm systems. This license is required in the State of New
York to install and service burglar and fire alarms.
Kathleen LaVeglia - Secretary & Director - Ms. LaVeglia has been Secretary and a
Director of the Company since its inception. Since 1992 Ms. LaVeglia has been a
teacher employed by the Board of Education, City of New York. Ms. LaVeglia had
been employed for eleven years as a Bookkeeper at Sieger & Smith Inc. Ms.
LaVeglia holds an Associates Degree from Queens Borough College in New York.
Robert Dehmer - Director - Mr. Dehmer has been a Director of the Company since
its inception. Since 1993 Mr. Dehmer has been an assistant teacher employed by
the Board of Education, City of New York. Mr. Dehmer is currently attending
Queensboro College in New York. Mr. Dehmer is a licensed real estate agent.
Our directors serve in their positions until the next annual meeting of
stockholders or until the director's successors have been elected and qualified.
Our executive officers are appointed by our Board of Directors and serve at the
discretion of the Board.
ITEM 10. EXECUTIVE COMPENSATION
Our President, Mr. Jordan Erber is currently compensated at the rate of
$500 per month. As we begin to generate revenues it is anticipated that Mr.
Erber will be paid the salary of $60,000 annually. Additionally, Mr. Erber will
receive a 5% commission on gross sales initiated by him.
No retirement, pension, profit sharing, stock option or insurance programs
or other similar programs have been adopted by us for the benefit of our
employees.
Each Director will receive $500 for attending no less than 50% of the Board
meetings in that year.
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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
This table describes the current ownership of our outstanding Common Stock
by (i) each of our officers and directors; (ii) each person who is known by us
to own more than 5% of the company's outstanding Common Stock; and (iii) all of
our officers and directors as a group:
<TABLE>
<CAPTION>
Amount and
Name and Address of Nature of Beneficial Percent of
Title of Class Beneficial Owner Owner Class
- -------------- ------------------- -------------------- ----------
<S> <C> <C> <C>
Common Stock Jordan Erber 778,000 17.16%
62-45 Woodhaven Blvd.
Rego Park, NY 11374
Common Stock Kathleen LaVeglia 290,000 6.39%
205-48 Brian Crescent
Bayside, NY 11360
Common Stock Robert Dehmer 10,000 .22%
171-31 21st Avenue
Whitestone, NY 11357
Common Stock Harriet Zahner 478,000 10.54%
571 Oak Drive
Far Rockaway, NY 11691
Common Stock Randi Hagler 300,000 6.62%
924 Northfield Road
Woodmere, NY 11598
Common Stock David Zahner 300,000 6.62%
848 Dickens Street
Woodmere, NY 11598
Common Stock LNE Trading Corp. (1) 643,000 14.17%
18 Weston Place
Lawrence, NY 11559
Common Stock Lottie Smolar 300,000 6.62%
63-04 108 Street, Apt. 3E
Forrest Hills, NY 11375
All officers and Directors
as a group (3 persons) 1,078,000 23.77%
</TABLE>
- ----------
(1) Les and Joan Erber are the sole shareholders of LNE Trading Corp. Les Erber
is the brother of Jordan Erber.
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ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We were incorporated on March 16, 1999 with a total authorized shares of
20,000,000, $0.0001 par value shares. On March 26, 1999 we issued an aggregate
of 1,078,000 restricted shares of our Common Stock to the founders of the
Company, Jordan Erber, the Company's President (778,000), Kathleen LaVeglia, the
Company's Secretary (290,000) and Robert Dehmer, a director of the Company
(10,000), at par value. As part of this distribution, 478,000 shares were sold
to Harriet Zahner, 300,000 shares to Randi Hagler, 300,000 shares to David
Zahner, 643,000 shares to LNE Trading Corp. and 300,000 shares to Lottie Smolar.
Other than the fact that each of the foregoing shareholders own in excess of 5%
of the shares of the Company, none of them are affiliates of the Company nor are
they related to any of the Company's officers or directors. On March 26, 1999 we
sold 3,432,000 shares to 25 investors at par value. On March 31, 1999 we sold
10,000 shares to 100 investors for $0.10 per Share. On April 6, 1999 we sold
15,000 shares to three investors for $1.00 per Share.
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PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The following exhibits are filed as part of this report. Where such filing
is made by incorporation by reference to a previously filed statement or report,
such report is identified in parenthesis:
(3) Articles of Incorporation and Bylaws:
(i) Certificate of incorporation of Be Safe Services, Inc. (Exhibit
3.1 to the Company's Form 10-SB);
(ii) Bylaws of Be Safe Services, inc. (Exhibit 3.2 to the Company's
form 10-SB).
(4) Instruments defining the rights of security holders:
(i) Specimen Common Stock Certificate (Exhibit 4.1 to the Company's
Form 10-SB).
(27) Financial Data Schedule
(b) Reports on Form 8-K
None
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SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed by the
undersigned, thereunto duly authorized.
BE SAFE SERVICES, INC.
Date: March 29, 2000 By: /s/ Jordan Erber
----------------------------------
Jordan Erber,
President and Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934 this
report has been signed below by the following persons on behalf of the
registrant and in the capacities on the dates indicated.
Signature Capacity Date
- --------- -------- ----
/s/ Jordan Erber President, Treasurer March 29, 2000
- ---------------------- and Director
Jordan Erber (Principal Executive Officer)
/s/ Kathleen LaVeglia Secretary and Director March 29, 2000
- ----------------------
Kathleen LaVeglia
/s/ Robert Dehmer Director March 29, 2000
- ----------------------
Robert Dehmer
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BE SAFE SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
FOR THE PERIOD MARCH 26, 1999 (INCEPTION)
THROUGH DECEMBER 31, 1999
<PAGE>
BE SAFE SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
FOR THE PERIOD MARCH 26, 1999 (INCEPTION)
THROUGH DECEMBER 31, 1999
CONTENTS
Page
----
Accountants' audit report 2
Balance sheet 3
Statement of income and retained earnings 4
Statement of changes in shareholders' equity 5
Statement of cash flows 6
Notes to financial statements 7
- 1 -
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WEISS & COMPANY
CERTIFIED PUBLIC ACCOUNTANTS
22 WEST 38TH STREET
NEW YORK, NEW YORK 10018-6204
TELEPHONE: (212) 302-3400 TELECOPIER: (212) 764-3269
http://www.weissandco.com
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Be Safe Services, Inc.
We have audited the accompanying balance sheet of Be Safe Services, Inc. (a
development stage company) as of December 31, 1999, and the related statements
of income, retained earnings, shareholders' equity, and cash flows for the
period March 26, 1999 (inception) through December 31, 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Be Safe Services, Inc. (a
development stage company) as of December 31, 1999, and the results of its
operations and its cash flows for the period March 26, 1999 (inception) through
December 31, 1999, in conformity with generally accepted accounting principles.
/s/ Weiss & Company
New York, New York
March 2, 2000
- 2 -
<PAGE>
BE SAFE SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1999
ASSETS
Cash $13,652
Accounts receivable 14,730
-------
Total current assets 28,382
Intangible assets 9,909
-------
$38,291
=======
LIABILITIES AND SHAREHOLDERS' EQUITY
Accrued expenses and taxes $ 8,715
Loans from officers 687
Loans from others 9,909
-------
Total liabilities 19,311
-------
Common stock, par value $.0001; 20,000,000 shares
authorized, 4,535,000 shares issued and outstanding 454
Additional paid-in capital 13,712
Retained earnings 4,814
-------
Total shareholders' equity 18,980
-------
$38,291
=======
See accountants' audit report and notes.
- 3 -
<PAGE>
BE SAFE SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF INCOME AND RETAINED EARNING
FOR THE PERIOD MARCH 26, 1999 (INCEPTION)
THROUGH DECEMBER 31, 1999
Revenues $ 14,730
General and administrative expenses 3,139
----------
Operating income 11,591
Interest income 138
----------
Income before officer's compensation 11,729
Officer's compensation 4,500
----------
Net income before provision for income taxes 7,229
Provision for income taxes 2,415
----------
Net income and retained earnings $ 4,814
==========
Weighted average number of common shares outstanding 4,535,000
==========
Net income per share (basic and diluted) $ 0.00
==========
See accountants' audit report and notes.
- 4 -
<PAGE>
BE SAFE SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE PERIOD MARCH 26, 1999 (INCEPTION)
THROUGH DECEMBER 31, 1999
<TABLE>
<CAPTION>
Common Paid-in Retained
Stock Capital Earnings Total
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Shareholders' equity, March 26, 1999 $ -- $ -- $ -- $ --
Sale of common stock, 4,510,000
shares on March 26,1999 451 -- -- 451
Sale of common stock, 10,000 Shares
on March 30,1999 1 999 -- 1,000
Sale of common stock, 10,000 Shares
On April 6,1999 1 14,999 -- 15,000
Cost of stock offering -- (2,285) (2,285)
Net income -- -- 4,814 4,814
-------- -------- -------- --------
Shareholders' equity, December 31, 1999 $ 453 $ 13,713 $ 4,814 $ 18,980
======== ======== ======== ========
</TABLE>
See accountants' audit report and notes.
- 5 -
<PAGE>
BE SAFE SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD MARCH 26, 1999 (INCEPTION)
THROUGH DECEMBER 31, 1999
Operating activities
Net income $ 4,814
Adjustment to reconcile net income to
cash used in operating activities
Accounts receivable (14,730)
Accrued expenses and taxes 8,715
--------
Net cash used in operating activities (1,201)
--------
Investing activities
Acquisition of intangible assets (9,909)
--------
Net cash used in investing activities (9,909)
--------
Financing activities
Proceeds from officers' loans 687
Proceeds from other loans 9,909
Proceeds from issuance of common stock 16,451
Cost of stock offering (2,285)
--------
Net cash provided by financing activities 24,762
--------
Net increase in cash and cash at end of period $ 13,652
========
See accountants' audit report and notes.
- 6 -
<PAGE>
BE SAFE SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
Note 1 - General
The Company was incorporated in the State of Delaware on March 26,
1999, to distribute, install, and service alarm and surveillance
systems. As of December 31, 1999, the Company had not yet engaged in
significant business operations.
Note 2 - Significant accounting policies
Development stage
At December 31, 1999, the Company was a development-stage entity since
it had not produced any significant revenues from planned principal
operations.
Intangible assets
This consists of organizational costs which are amortized over a
period of five years using the straight-line method.
Use of estimates
Generally accepted accounting principles require management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities, disclosure of contingent assets and liabilities at
the date of the financial statements, and the reported amounts of
revenues and expenses during the reporting period. The Company
utilizes estimates in measuring and projecting revenue, in providing
for an allowance for doubtful accounts and in recording accrued
liabilities. Actual results could differ from those estimates.
Earnings per share
On March 3, 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standard No. 128, "Earnings Per
Share," which provides for the calculation of Basic and Diluted
earnings per share. Basic earnings per share includes no dilution and
is computed by dividing income available to common shareholders by the
weighted average number of common shares outstanding for the period.
Diluted earnings per share reflects the potential dilution of
securities that could share in the earnings of the entity. The Company
adopted this pronouncement during the period ended December 31, 1999,
and it had no effect on earnings per share.
- 7 -
<PAGE>
BE SAFE SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
Note 3 - Loans from officers
This consists of non-interest-bearing demand loans.
Note 4 - Loans from others
This consists of non-interest-bearing demand loans.
Note 5 - Shareholders' equity
On March 26, 1999, the Company issued 4,510,000 shares of common stock
for $451. 1,078,000 of said shares were issued to officers of the
Company.
On March 30, 1999, the Company issued 10,000 shares of common stock
for $1,000.
On April 6, 1999, the Company issued 15,000 shares of common stock for
$15,000.
- 8 -
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001084904
<NAME> BE SAFE SERVICES, INC.
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 13,652
<SECURITIES> 0
<RECEIVABLES> 14,730
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 28,382
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 38,291
<CURRENT-LIABILITIES> 19,311
<BONDS> 0
0
0
<COMMON> 454
<OTHER-SE> 18,526
<TOTAL-LIABILITY-AND-EQUITY> 38,291
<SALES> 14,730
<TOTAL-REVENUES> 14,730
<CGS> 3,139
<TOTAL-COSTS> 3,139
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 7,229
<INCOME-TAX> 2,415
<INCOME-CONTINUING> 4,814
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,814
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
