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, 2003 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: 0-28177 EVERLERT, INC. (Exact Name of Registrant as Specified in its Charter) Nevada 91-1886117 (State or Other Jurisdiction of Incorporation (I.R.S. Employer or Organization) Identification No.) 4501 Sunny Dunes, Unit B, Palm Springs, California 92263 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number: (760) 327-7163 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, 2003, the Registrant had 41,952,414 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 (UNAUDITED) AS OF MARCH 31, 2003 3 STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND MARCH 31, 2002, AND FOR THE PERIOD FROM FEBRUARY 3, 1998 (DATE OF INCEPTION) THROUGH MARCH 31, 2003 4 STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND MARCH 31, 2002, AND FOR THE PERIOD FROM FEBRUARY 3, 1998 (DATE OF INCEPTION) THROUGH MARCH 31, 2003 5 NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 7 ITEM 2. PLAN OF OPERATION 10 ITEM 3. CONTROLS AND PROCEDURES 18 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS 18 ITEM 2. CHANGES IN SECURITIES 18 ITEM 3. DEFAULTS UPON SENIOR SECURITIES 19 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 19 ITEM 5. OTHER INFORMATION 19 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 19 SIGNATURES 20 PART I - FINANCIAL INFORMATION ITEM 1. FINANCAL STATEMENTS. EVERLERT, INC. (A Development Stage Company) BALANCE SHEET MARCH 31, 2003 (Unaudited) ASSETS Current assets Cash $ - Total current assets - Fixed assets, net 32,591 Total assets 32,591 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities Accounts payable 800 Accrued liabilities 179,691 Due to related parties 69,175 Notes payable - related party 437,958 Total current liabilities 687,624 Total liabilities 687,624 Commitments and contingencies - Stockholders' deficit 8% cumulative preferred stock; $0.001 par value; 5,000,000 shares authorized, 16,000 shares issued and outstanding 16 Common stock; $0.001 par value; 800,000,000 shares authorized, 41,952,414 shares issued and outstanding 41,952 Additional paid-in capital 2,294,115 Prepaid wages to the president through issuance of common stock (18,493) Accumulated deficit (2,972,623) Total stockholders' deficit (655,033) Total liabilities and stockholders' deficit 32,591 See Accompanying Notes to Financial Statements EVERLERT, INC. (A Development Stage Company) STATEMENTS OF OPERATIONS (Unaudited) Period from February 3, 1998 For the Three Months Ended (Date of Inception) March 31, Through 2003 2002 March 31, 2003 Revenue $ - $ - $ - Operating expenses Amortization and depreciation 2,675 36,215 429,437 Bad debt - - 917,625 Research and development - - 237,149 General and administrative 66,507 61,655 1,227,647 Total operating expenses 69,182 97,870 2,811,858 Loss from operations (69,182) (97,870) (2,811,858) Other expense Interest expense (10,288) (10,288) (159,965) Loss before provision for income taxes (79,470) (108,158) (2,971,823) Provision for income taxes (800) - (800) Net loss (80,270) (108,158) (2,972,623) Basic and diluted loss per common Share (0.00) (0.01) (0.19) Basic and diluted weighted average common shares outstanding 39,074,637 20,382,477 15,678,729 See Accompanying Notes to Financial Statements EVERLERT, INC. (A Development Stage Company) STATEMENTS OF CASH FLOWS (Unaudited) Period from February 3, 1998 For the Three Months Ended (Date of Inception) March 31, Through 2003 2002 March 31, 2003 Cash flows used for operating activities: Net loss $ (80,270) $ (108,158) $ (2,972,623) Adjustments to reconcile net loss to net cash provided (used) by operating activities: Amortization and depreciation 2,675 36,215 429,437 Bad debt - - 917,625 Interest and financing costs satisfied in exchange of common stock - - 23,375 Stock based compensation 64,007 55,000 566,856 Changes in operating assets and liabilities: Increase (decrease) in accounts payable 800 (4,817) 800 Increase in accrued liabilities 10,289 10,289 180,691 Net cash used for operating activities (2,499) (11,471) (853,839) Cash flows used for investing activities: Purchase of fixed assets - - (53,500) Net cash used for investing activities - - (53,500) Cash flows provided by financing activities: Increase in due to related parties - 12,000 133,175 Net proceeds from issuance of notes payable - related Parties 2,499 - 473,958 Net proceeds from issuance of note payable - - 48,001 Net proceeds from issuance of other liabilities - - 57,500 Proceeds from issuance of common stock - - 116,932 Proceeds from issuance of stock subscriptions payable - - 77,773 Net cash provided by financing activities 2,499 12,000 907,339 Net increase in cash - 529 - Cash, beginning of period - 35 - Cash, end of period - 564 - Supplemental disclosure of cash flow: Cash paid for interest - - 14,000 Schedule of non-cash investing and financing activities: 12,000,000 common shares issued in exchange for acquired technology - - 408,528 300,000 common shares issued in exchange for notes receivable for common stock issuance - - 450,000 300,000 common shares issued in exchange for notes receivable for common stock issuance - - 525,000 Debt satisfied in exchange of common stock - - 34,000 40,000 common shares issued for payment of debt - - 2,000 200,000 common shares issued in exchange for prepaid consulting services - - 100,000 Other liability satisfied through issuance of 15,000 common shares - - 3,241 Other liability satisfied through issuance of 344,992 common shares - - 74,532 Other liabilities satisfied through issuance of 359,992 common shares - - 77,773 Other liability satisfied through issuance of 11,499,999 common shares 57,500 - 57,500 1,500,000 common shares issued in relation to the president's employment agreement 27,740 - 27,740 See Accompanying Notes to Financial Statements EVERLERT, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Unaudited) 1. BASIS OF PRESENTATION The accompanying unaudited condensed 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 accounting principles generally accepted in the United States for complete financial statements. The financial statements should be read in conjunction with the Form 10-KSB for the year ended December 31, 2002 of Everlert, Inc. ("Company"). The interim financial statements present the condensed balance sheet, statements of operations, stockholders' deficit and cash flows of the Company. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The interim financial information is unaudited. In the opinion of management, all adjustments necessary to present fairly the financial position of the Company as of March 31, 2003 and the results of operations and cash flows presented herein have been included in the financial statements. Interim results are not necessarily indicative of results of operations for the full year. The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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. NOTES PAYABLE - RELATED PARTIES Notes payable - related parties consist of the following as of March 31, 2003: Promissory note payable to Wyvern Technologies, Inc. (an entity controlled by the president of the Company), unsecured, bearing an interest rate of 10% and due on demand. Holder has option to convert unpaid balances, including accrued interest, into shares of the Company's common stock at a price of $1.00 per share $173,670 Promissory note payable to a former director and current stockholder of the Company, unsecured, bearing an interest rate of 10% and due on demand. Holder has option to convert unpaid balances, including accrued interest, into shares of the Company's common stock at a price of $1.00 per share 68,260 Promissory note payable to a director of the Company, unsecured, bearing an interest rate of 0% and due on demand. Holder has option to convert unpaid balances, including accrued interest, into shares of the Company's common stock at a price of $1.00 per share 8,500 Promissory note payable to a stockholder of the Company, unsecured, bearing an interest rate of 10% and due on demand. Holder has option to convert unpaid balances, including accrued interest, into shares of the Company's common stock at a price of $1.00 per share 17,928 Promissory note payable to James T. Marsh, unsecured, bearing an interest rate of 10% and due on demand. Holder has option to convert unpaid balances, including accrued interest, into shares of the Company's common stock at a price of $1.00 per share 169,600 $437,958 3. STOCKHOLDERS' DEFICIT During January 2003, the Company issued 9,999,999 shares of the Company's common stock in satisfaction of Other Liability totaling $50,000. During January 2003, the Company issued 5,499,999 shares of the Company's common stock in consideration of consulting services totaling $27,700. During the three months ended March 31, 2003, the Company expensed $10,000 in prepaid consulting services. 4. RELATED PARTY TRANSACTIONS During August 2002, the Company entered into an Employment Agreement ("Agreement) with James Alexander, as the Company's President for a minimum term of three years whereby the Company will pay a base salary of 1,500,000 shares of common stock per year. During January 2003, the Company issued 1,500,000 shares of common stock to the Company's president and a stockholder valued at $45,000 in relation to the Agreement. The Company recorded the transaction as prepaid wages totaling $27,740 and wages totaling $17,260. As of March 31, 2003, the unamortized portion of prepaid wages to the president totaled $18,493. During January 2003, the Company issued 1,500,000 shares of the Company's common stock to a director in satisfaction of Other Liability totaling $7,500. 5. GOING CONCERN The Company incurred a net loss of approximately $80,000 for the three months ended March 31, 2003, and the Company's current liabilities exceed its current assets by approximately $688,000 as of March 31, 2003, raising substantial doubt about the Company's ability to continue as a going concern. The Company has determined, after obtaining an independent study of the market for the voice record and playback smoke detector, that the size of the market is not as large as previously estimated and probable cost of market entry and development along with other factors are likely to be substantially greater than previously estimated. Due to these findings, the Company intends to suspend development of the products and concentrate on finding a profitable business combination or other transaction that has better prospects for success. The Company will seek additional sources of capital through the issuance of debt or equity financing to continue to explore the possible combinations that may result in profitable operations in the future, but there can be no assurances that the Company will develop such a relationship for future profitable business operations or that it will obtain the financing necessary to accomplish 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 for the period from February 3, 1998 (inception) through March 31, 2003 achieved two main goals for the Registrant: (a) formation of the organization to pursue the Registrant's business objective, and (b) obtain sufficient capital to commence initial operations. The Registrant is a developmental stage enterprise, and has not generated any revenues to date. The Registrant devoted substantially all of its past efforts to developing its products to be manufactured and marketed and completing its reporting requirements with the Securities Exchange Act of 1934, and its commencement of trading on the Over-the-Counter Bulletin Board. On August 8, 2002, the board of directors determined that some changes were indicated because of lack of progress in bringing the smoke detection products to market. On that date the board of directors agreed to elect a new slate of officers and directors and subsequently a board of directors meeting held on August 18, 2002, elected a new slate and the existing officers directors resigned concurrently with the election of the new officers and directors. The new board of directors consisted of James H. Alexander, president, Ed Fowler, secretary, Dannie Shaver, and David Paulson. Mr. Paulson, also served as a director prior to the new board election. The new board of directors decided to retain the services of an independent business consultant to evaluate the Everlert products and business plan. The primary purposes of the evaluation were to: - determine the overall feasibility of the plan; - make an independent evaluation of the projected market size and estimates of revenues in the business plan; - evaluate and enumerate the "patentability" of the intellectual property owned or assigned to the registrant; and - make suggestions to the new management team as to how to proceed in pursuit of the existing business plan or to make suggestions as to options or modifications of the business plan. The new management team hired Select University Technologies, Inc. ("SUTI") of Costa Mesa, California to perform the evaluation and report (see Exhibit 10.13 to this Form 10-QSB). SUTI, is a multi- project business accelerator, devoted to the launch of new technology companies. SUTI carefully selects patented laboratory discoveries and transforms them into unique and compelling commercial products and enterprises. More information can be obtained about SUTI by visiting the SUTI website at www.suti.com. The final SUTI report was received on March 22, 2004, and indicates that the market for Everlert products may not be easily penetrated by the Registrant. As a result of this report, the board of directors determined that a change of direction of the company was indicated. Effective as of March 22, 2004, the board of directors determined that because the company has had no revenues from operations since it was formed, it should not continue the business activities that it previously conducted. The Registrant now plans to pursue a business combination or other strategic transaction. The Registrant believes its status as a public company may be attractive to a private company wishing to merge with it, but there is no guarantee that a business combination or other strategic transaction will be consummated. If a business combination or other strategic transaction is not consummated in a suitable timeframe or cannot be consummated due to excessive cost or for any other reason, there is substantial doubt the Registrant will be able to continue as a going concern. The Registrant is considered a development stage enterprise. Current management of the Registrant believes that the need for additional capital going forward cannot immediately be derived from earnings generated from the sale of its products. Because of this, it is the intent of the Registrant to seek to raise additional capital. There can be no assurance that any such financing can be obtained or, if obtained that it will be on reasonable terms. In the interim, certain stockholders, including the president, have agreed to provide such funds as are necessary to meet its ongoing obligations. The Registrant currently has no arrangements or commitments for accounts and accounts receivable financing. At the time of this filing, realization of sales of the Registrant's products for the 12 months ended on December 31, 2003, previously deemed by management as being "vital to its plan of operations," did not occur. The Registrant's past inability 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. The Registrant incurred a significant accumulated deficit for the period from February 3, 1998 (inception) through March 31, 2003 totaling $2,972,623. Expenditures for the three months ended March 31, 2003 were primarily due to costs incurred for amortization, consulting fees, and accounting services. Comparison of the three months ended March 31, 2003 to the three months ended March 31, 2002 shows an increase of $4,852 for general and administrative expenses. The increase is due in large part to a slight increase in consulting and other fees paid during the three months ended March 31, 2003. Risk Factors Connected with Plan of Operation. (a) Limited Prior Operations, History of Operating Losses, and Accumulated Deficit May Affect Ability of Registrant to Survive. The Registrant has had limited prior operations to date. Since the Registrant's principal activities to date have been limited to organizational activities, research and development, 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. Accordingly, the Registrant's prospects must be considered in light of the risks, expenses and difficulties frequently encountered in connection with the establishment of a new business in a highly competitive industry, characterized by new product introductions. The Registrant incurred continuing net losses: $332,601 for the fiscal year ended December 31, 2001, $411,547 for the fiscal year ended December 31, 2002, $80,720 for the three months ended March 31, 2003, and $2,972,623 for period from February 3, 1998 (date of inception) to March 31, 2003. The Registrant's current liabilities exceed its current assets by $642,216 as of December 31, 2001, $731,536 as of December 31, 2002, and $687,624 as of March 31, 2003. At March 31, 2003, the Registrant had an accumulated deficit of $2,972,623; as of that date, the Registrant had no working capital. This raises substantial doubt about the Registrant's ability to continue as a going concern. (b) Need for Additional Financing May Affect Operations and Plan of Business. Since inception, the Registrant has financed operations primarily through private placements of common stock, and certain borrowings. In addition, there is a promissory note between the Registrant and a former director totaling $68,260, a promissory note between the Registrant and Wyvern Technologies, Inc. totaling $173,670, and a promissory note between the Registrant and James T. Marsh, a former consultant to the company, totaling $169,599. These promissory notes are unsecured, due on demand and payable in one payment including principal and interest at maturity, bearing an interest rate of 10%. Additionally, the holder has the option to convert any unpaid balances, including accrued interest, into shares of the Registrant's common stock at a price of $1.00 per share. While the Registrant's management believes it will be successful in arranging adequate lines of equity or debt financing to implement a new business for the company, there is no assurance of that occurring. The Registrant's continued operations therefore will depend upon its ability to raise additional funds through bank borrowings, equity or debt financing. The Registrant estimates that it will need to raise up to $1,000,000 or more over the next twelve months for such purposes. However, adequate funds may not be available when needed or may not be available on favorable terms to the Registrant. The ability of the Registrant to continue as a going concern is dependent on additional sources of capital and the success of the Registrant's business plan. The Registrant's independent accountant audit report included in this Form 10-KSB includes a substantial doubt paragraph regarding the Registrant's ability to continue as a going concern. 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, or may be required to reduce the scope of its planned product development and marketing efforts, any of which could have a negative impact on its business, operating results and financial condition. In addition, insufficient funding may have a material adverse effect on the company's financial condition, which could require the company to: - curtail operations significantly; - sell significant assets; - seek arrangements with strategic partners or other parties that may require the company to relinquish significant rights to products, technologies or markets; or - explore other strategic alternatives including a merger or sale of the company. To the extent that the Registrant raises additional capital through the sale of equity or convertible debt securities, the issuance of such securities will result in dilution to existing stockholders. If additional funds are raised through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of common stock and the terms of such debt could impose restrictions on the Registrant's operations. Regardless of whether the Registrant's cash assets prove to be inadequate to meet the Registrant's operational needs, the Registrant may seek to compensate providers of services by issuance of stock in lieu of cash, which will also result in dilution to existing shareholders. (c) Control by Officers and Directors Over Affairs of the Registrant May Override Wishes of Other Stockholders. The Registrant's officers and directors, and other significant shareholders, beneficially own approximately 70% 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. (d) Loss of Any of Current Management Could Have Adverse Impact on Business and Prospects for Registrant. 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 stockholders to make decisions 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. (e) Potential Conflicts of Interest May Affect Ability of Officers and Directors to Make Decisions in the Best Interests of Registrant. 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. (f) Limitations on Liability, and Indemnification, of Directors and Officers May Result in Expenditures by 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. (g) Absence of Cash Dividends May Affect Investment Value of Registrant's Stock. 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. (h) No Cumulative Voting May Affect Ability of Some Shareholders to Influence Mangement of Registrant. 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. (i) No Assurance of Continued Public Trading Market and Risk of Low Priced Securities May Affect Market Value of Registrant's Stock. 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 Over the Counter Bulletin Board. 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. (j) Failure to Maintain Market Makers May Affect Value of Registrant's Stock. 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. (k) The Price per Share for Sales of Unregistered Securities by Registrant Less Than Then Current Market Price. The price per share of all sales of unregistered securities by the Registrant, except for 2,000 shares issued in December 1998, have been much lower than the then current market price. Thus, the Registrant is not receiving cash, assets, or services which are equivalent to the market price of the stock at the time it is issued. However, the board of directors has made a determination that the consideration received by the Registrant in each instance is adequate. The factors that the board of directors considers when determining the price when shares are issued above are: (a) low liquidity of the common stock on the trading exchange (low volume and infrequent execution of trades) and (b) the restricted nature of the shares issued. (l) Sale of Shares Eligible For Future Sale Could Adversely Affect the Market Price. All of the approximate 25,400,000 shares of common stock that are currently held, directly or indirectly, by the significant shareholders of the Registrant have been issued in reliance on the private placement exemption under the Securities Act of 1933. Such shares will not be available for sale in the open market without separate registration except in reliance upon Rule 144 under the Securities Act of 1933. In general, under Rule 144 a person, or persons whose shares are aggregated, who has beneficially owned shares acquired in a non-public transaction for at least one year, including persons who may be deemed affiliates of the Registrant, as defined, would be entitled to sell within any three-month period a number of shares that does not exceed the greater of 1% of the then outstanding shares of common stock, provided that current public information is then available. If a substantial number of the shares owned by these shareholders were sold under Rule 144 or a registered offering, the market price of the common stock could be adversely affected. (m) Status as a Pseudo California Corporation Could Adversely Affect the Operation of the Registrant. Section 2115 of the California General Corporation Law subjects foreign corporations doing business in California to various substantive provisions of the California General Corporation Law in the event that the average of its property, payroll and sales is more than 50% in California and more than one-half of its outstanding voting securities are held of record by persons residing in the State of California. Section 2115 does not apply to any corporation which, among other things, has outstanding securities designated as qualified for trading as a national market security on NASDAQ if such corporation has at least eight hundred holders of its equity securities as of the record date of its most recent annual meeting of shareholders. Currently, the Registrant does meet the requirement of a pseudo California corporation. Some of the substantive provisions of California which apply to the Registrant include laws relating to annual election of directors, removal of directors without cause, removal of directors by court proceedings, indemnification of officers and directors, directors standard of care and liability of directors for unlawful distributions. In addition, Section 708 of the California General Corporation Law which mandates that shareholders have the right of cumulative voting at the election of directors applies to the Registrant. Critical Accounting Policies. The Securities and Exchange Commission ("SEC") has issued Financial Reporting Release No. 60, "Cautionary Advice Regarding Disclosure About Critical Accounting Policies" ("FRR 60"), suggesting companies provide additional disclosure and commentary on their most critical accounting policies. In FRR 60, the Commission has defined the most critical accounting policies as the ones that are most important to the portrayal of a company's financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, the Registrant's most critical accounting policies include: (a) use of estimates in the preparation of financial statements; and (b) non-cash compensation valuation. The methods, estimates and judgments the Registrant uses in applying these most critical accounting policies have a significant impact on the results the company reports in its financial statements. (a) Use of Estimates in the Preparation of Financial Statements. The preparation of these financial statements requires the Registrant to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Registrant evaluates these estimates, including those related to revenue recognition and concentration of credit risk. The Registrant bases its estimates on historical experience and on various other assumptions that is believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. (b) Stock-Based Compensation Arrangements. The Registrant intends to issue shares of common stock to various individuals and entities for management, legal, consulting and marketing services. These issuances will be valued at the fair market value of the service provided and the number of shares issued is determined, based upon the open market closing price of common stock as of the date of each respective transaction. These transactions will be reflected as a component of selling, general and administrative expenses in the accompanying statement of operations. 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. The words "believe," "expect," "anticipate," "intends," "forecast," "project," and similar expressions identify forward- looking statements. These are statements that relate to future periods and include, but are not limited to, statements as to the Registrant's estimates as to the adequacy of its capital resources, its need and ability to obtain additional financing, the features and benefits of its products, its growth strategy, the need for additional sales and support staff, its operating losses and negative cash flow, its critical accounting policies, its profitability and factors contributing to its future growth and profitability. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to, those discussed above, as well as its ability to find additional financing. These forward-looking statements speak only as of the date hereof. The Registrant expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. ITEM 3. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures. Within the 90 days prior to the end of the period covered by this report, the Registrant carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended ("Exchange Act"). This evaluation was done under the supervision and with the participation of the Registrant's president and treasurer. Based upon that evaluation, they concluded that the Registrant's disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to satisfy the Registrant's disclosure obligations under the Exchange Act. Changes in Disclosure Controls and Procedures. There were no significant changes in the Registrant's disclosure controls and procedures, or in factors that could significantly affect those controls and procedures since their most recent evaluation. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. None. 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. Exhibits. Exhibits included or incorporated by reference herein are set forth in the attached Exhibit Index. Reports on Form 8-K. The Registrant filed the following report on Form 8-K during the first quarter of the fiscal year covered by this Form 10-QSB: A Form 8-K to report that at a meeting of the board of directors held on January 6, 2003 the appointment of James H. Alexander, Edward Fowler, Dannie Shaver, and David Paulson as directors as of August 27, 2002 was ratified. At the same meeting, the board of directors named the following individuals to serve as executive officers of the Registrant: James H. Alexander, President; and Edward Fowler, Secretary/Treasurer. SIGNATURES 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: April 26, 2004 By: /s/ James H. Alexander James H. Alexander, President 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 and on the dates indicated: Signature Title Date /s/ James H. Alexander President/Director April 26, 2004 James H. Alexander /s/ Dannie Shaver Secretary/Treasurer April 26, 2004 Dannie Shaver (principal financial and accounting officer)/Director EXHIBIT INDEX Number 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 Form 10-SB/A filed on October 3, 2001). 3.1 Articles of Incorporation, dated February 3, 1998 (incorporated by reference to Exhibit 3.1 of the Form 10- SB/A filed on October 3, 2001). 3.2 Certificate of Amendment of Articles of Incorporation, dated February 5, 1998 (incorporated by reference to Exhibit 3.2 of the Form 10-SB/A filed on October 3, 2001) 3.3 Certificate of Amendment of Articles of Incorporation, dated July 2003 (incorporated by reference to Exhibit 3.3 of the Form 10-KSB filed on April 27, 2004). 3.4 Bylaws (incorporated by reference to Exhibit 3.3 of the Form 10-SB/A filed on October 3, 2001) 4.1 Form of Subscription Agreement used by the Registrant (incorporated by reference to Exhibit 4 of the Form 10-SB/A filed on October 3, 2001) 4.2 Non-Employee Directors and Consultants Retainer Stock Plan, dated July 10, 2001 (incorporated by reference to Exhibit 4.1 of the Form S-8 filed on August 7, 2001). 4.3 Consulting Services Agreement between the company and Tracy Marsh, dated July 17, 2001 (incorporated by reference to Exhibit 4.2 of the Form S-8 filed on August 7, 2001). 4.4 Consulting Services Agreement between the company and James J. Weber, dated July 17, 2001 (incorporated by reference to Exhibit 4.3 of the Form S-8 filed on August 7, 2001). 4.5 Consulting Services Agreement between the company and Jerry G. Hilbert, dated July 17, 2001 (incorporated by reference to Exhibit 4.4 of the Form S-8 filed on August 7, 2001). 4.6 Amended and Restated Non-Employee Directors and Consultants Retainer Stock Plan, dated June 3, 2002 (incorporated by reference to Exhibit 4 of the Form S-8 filed on June 17, 2002). 4.7 2002 Stock Compensation Plan, dated December 16, 2002 (incorporated by reference to Exhibit 4 of the Form S-8 filed on January 24, 2003). 10.1 Convertible Promissory Note between the Registrant and James T. Marsh, dated March 22, 1999 (incorporated by reference to Exhibit 10.1 of the Form 10-SB/A filed on October 3, 2001). 10.2 Convertible Promissory Note between the Registrant and Wyvern Technologies, Inc., dated March 22, 1999 (incorporated by reference to Exhibit 10.2 of the Form 10- SB/A filed on October 3, 2001). 10.3 Technology Transfer Agreement between NuCo, Inc. and Safe at Home Products, Inc. (including Non-Competition Agreement), dated April 1, 1999 (incorporated by reference to Exhibit 10.3 of the Form 10-SB/A filed on October 3, 2001). 10.4 Class A Note issued by Rich Bourg Financial, Ltd. in favor of the Registrant, dated April 5, 1999 (incorporated by reference to Exhibit 10.4 of the Form 10-SB/A filed on October 3, 2001). 10.5 Class A Note issued by Noved Holdings, Inc. in favor of the Registrant, dated April 5, 1999 (incorporated by reference to Exhibit 10.5 of the Form 10-SB/A filed on October 3, 2001). 10.6 Class B Note issued by Rich Bourg Financial, Ltd. in favor of the Registrant, dated April 5, 1999 (incorporated by reference to Exhibit 10.6 of the Form 10-SB/A filed on October 3, 2001). 10.7 Class B Note issued by Noved Holdings, Inc. in favor of the Registrant, dated April 5, 1999 (incorporated by reference to Exhibit 10.7 of the Form 10-SB/A filed on October 3, 2001). 10.8 Convertible Promissory Note between the Registrant and Jerry G. Hilbert, dated July 14, 2000 (incorporated by reference to Exhibit 10.8 of the Form 10-SB/A filed on October 3, 2001). 10.9 Promissory Note between the Registrant and Safe at Home Products, Inc., dated October 6, 2001 (incorporated by reference to Exhibit 10.9 of the Form 10-KSB filed on April 2, 2002). 10.10 Definitive Agreement and Management Plan between the Registrant and certain individuals, dated August 27, 2002 (the following Schedules have been omitted: (1.4) List of Directors & Officers of Everlert, Inc. following Consummation; (2.2.1) Allocation of Shares to Managers or Designees; (3) Everlert Disclosure Schedule; (5) List of Everlert Affiliates; and (7.1.10) List of Everlert Officers/Directors/Employees to Enter Into Non-Competition Agreements)(the following Exhibits have been omitted: (5.8) Form of Everlert Affiliates Agreement; and (7.1.10) Form of Non-Competition Agreement) (incorporated by reference to Exhibit 10.10 of the Form 10-QSB filed on November 26, 2002). 10.11 Employment Agreement between the Registrant and James H. Alexander, dated August 28, 2002 (incorporated by reference to Exhibit 10.11 of the Form 10-KSB filed on April 27, 2004). 10.12 Consulting Services Agreement between the Registrant and Jerry G. Hilbert, dated August 28, 2002 (incorporated by reference to Exhibit 10.11 of the Form 10-QSB filed on November 26, 2002). 10.13 Business Advisory and Consulting Services Agreement between the Registrant and Select University Technologies, Inc., dated September 20, 2002 (incorporated by reference to Exhibit 10.12 of the Form 10-QSB filed on November 26, 2002). 10.14 Promissory Note issued by the Registrant in favor of James Alexander, dated April 10, 2003 (incorporated by reference to Exhibit 10.14 of the Form 10-KSB filed on April 27, 2004). 10.15 Promissory Note issued by the Registrant in favor of James Alexander, dated April 9, 2004 (incorporated by reference to Exhibit 10.15 of the Form 10-KSB filed on April 27, 2004). 16.1 Letter on change in certifying accountant, dated January 11, 2001 (incorporated by reference to Exhibit 16.1 of the Form 10-SB/A filed on October 3, 2001). 16.2 Letter on change in certifying accountant, dated January 31, 2001 (incorporated by reference to Exhibit 16 of the Form 8- K/A filed on February 7, 2001). 21 Subsidiaries of the Registrant (incorporated by reference to Exhibit 21 of the Form 10-KSB/A filed on September 8, 2000). 23 Consent of Independent Certified Public Accountants (incorporated by reference to Exhibit 23 of the Form 10-KSB filed on April 27, 2004). 31.1 Rule 13a-14(a)/15d-14(a) Certification of James H. Alexander (see below). 31.2 Rule 13a-14(a)/15d-14(a) Certification of Dannie Shaver (see below). 32 Section 1350 Certification of James H. Alexander and Dannie Shaver (see below).