U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 3)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 11, 2000
EVERLERT, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or jurisdiction of incorporation or organization)
000-28177
(Commission File Number)
91-1886117
(I.R.S. Employer Identification Number)
1201 East Warner Avenue, Santa Ana, California 92705
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (714) 966-0710
(Former name or former address, if changed since last report)
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Effective on or about May 11, 2000, the independent
accountant who was previously engaged as the principal accountant
to audit the Registrant's financial statements, James E. Slayton,
C.P.A., was dismissed. The decision to change accountants was
approved by the Board of Directors. Mr. Slayton audited the
Registrant's financial statements for the fiscal years 1998 and
1999. Mr. Slayton's report on these financial statements was
modified as to uncertainty that the Registrant will continue as a
going concern; other than this, this accountant's report on the
financial statements for the past two years neither contained an
adverse opinion or a disclaimer of opinion, nor was qualified or
modified as to uncertainty, audit scope, or accounting
principles.
(b) Effective on May 11, 2000, the firm of L.L. Bradford &
Company was engaged to serve as the new principal accountants to
audit the Registrant's financial statements for the 1998 and 1999
fiscal years. This engagement was based on a determination by
the Registrant in preparing the unaudited financial statements
for the quarter ended March 31, 2000 that its statements did not
reconcile with those prepared by Mr. Slayton for the fiscal year
ended December 31, 1999. The decision to retain the new firm was
approved by the Board of Directors. During the Registrant's two
most recent fiscal years, and the subsequent interim period prior
to engaging those accountants, neither the Registrant (nor
someone on its behalf) consulted the newly engaged accountants
regarding any matter in connection with the application of
accounting principles to a specific completed or contemplated
transaction, or the type of audit opinion that might be rendered
on the Registrant's financial statements.
(c) There were no "reportable events" as described in Item
304(a)(1)(iv)(B)1 through 3 of Regulation S-B that occurred
within the Registrant's two most recent fiscal years and the
subsequent interim period preceding the former accountant's
dismissal. In addition, during the Registrant's two most recent
fiscal years and any subsequent interim period preceding the
dismissal of Mr. Slayton, other than as set forth below, there
were no disagreements with the former accountant on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.
In a letter to the SEC, dated December 7, 2000, Mr. Slayton
stated the following with regard to the Registrant:
"I disagreed with management on the valuation of assets purchased
in a two part transaction. Everlert purchased the patent rights
of Nuco, who had purchased the patent rights from Safe at Home,
Inc. Management wanted to report these assets at a share
valuation of $0.50 per share for 12,000,000 shares of its common
stock. However, it is my belief that the correct valuation
should have been approximately $396,000 per APB Opinion 16, as
all three companies were under common control."
The Registrant's current independent accountants are reviewing
the effect on the financial statements if the method had been
followed which the former accountant apparently would have
concluded was required and what changes, if any, to the audited
financial statements of the Registrant for the fiscal year ended
December 31, 1999 are required.
(d) The Registrant has requested Mr. Slayton to respond to the
Securities and Exchange Commission regarding his agreement with
the statements made by the Registrant in response to Item
304(a)(1) of Regulation S-B and he has provided the letter set
forth in Exhibit 16 below.
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: February 7, 2001 By: /s/ James J. Weber
James J. Weber, President
EXHIBIT INDEX
Number Exhibit Description
16 Letter on Change in Certifying Accountant (see below).
James E. Slayton, CPA
2858 West Market Street, Suite C
Fairlawn, Ohio 44333
(330) 864-3553
January 31, 2001
Securities and Exchange Commission
Chief Accountant
Washington, D.C. 20549
Dear Madame/Sir:
I have been notified that I have been replaced as the accountant
for Everlert, Inc. (the Company). I previously reported on the
Company's financial statements for the period ending December 31,
1999. The letter terminating my appointment was dated October 9,
2000.
The audit report dated December 31, 1999 was unqualified except
for an explanatory paragraph on going concern.
I have read the Company's statements contained in the amended
Form 8-K and agree with them except that I am not in a position
to agree with the Company's statement that the change was
approved by the Board of Directors, that the Company's unaudited
statements did not reconcile with December 31, 1999 statements or
that L.L. Bradford & Company, CPA was not engaged regarding any
matter requiring disclosure under Regulation S-K, Item 304(a)(2).
Sincerely,
/s/ James E. Slayton
James E. Slayton