U.S. SECURITIES AND EXCHANGE COMMISSION
                                  Washington, D.C. 20549

                                        FORM S-8

                  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       EVERLERT, INC.
               (Exact Name of Registrant as Specified in its Charter)

          Nevada                                         91-1886117
  (State of Incorporation)                       (I.R.S. Employer ID No.)


    1201 East Warner Avenue, Santa Ana, California                92705
     (Address of principal executive offices)                  (Zip Code)

           Non-Employee Directors and Consultants Retainer Stock Plan
                          (Full title of the Plan)

                 Brian F. Faulkner, A Professional Law Corporation,
         3900 Birch Street, Suite 113, Newport Beach, California 92660
                   (Name and address of agent for service)
                                  (949) 975-0544
         (Telephone number, including area code, of agent for service)


                    CALCULATION OF REGISTRATION FEE

Title of              Amount to be    Proposed    Proposed   Amount of
Securities            Registered      Maximum     Aggregate  Registration
to be                                 Offering    Offering   Fee
Registered                            Price Per   Price
                                      Share

Common Stock            900,000       $0.001(1)   $900     $0.22

(1)  This offering price per share is established under Rule 457(h)(1)
pursuant to the deemed issuance price as set forth in the Amended and
Restated Non-Employee Directors and Consultants Retainer Stock Plan
(attached as Exhibit 4 to this Form S-8).

                                  PART I
          INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.   PLAN INFORMATION.

     See Item 2 below.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     The documents containing the information specified in Part I, Items
1 and 2, will be delivered to each of the participants in accordance
with Form S-8 and Rule 428 promulgated under the Securities Act of 1933.
The participants shall provided a written statement notifying them that
upon written or oral request they will be provided, without charge, (i)
the documents incorporated by reference in Item 3 of Part II of the
registration statement, and (ii) other documents required to be
delivered pursuant to Rule 428(b). The statement will inform the
participants that these documents are incorporated by reference in the
Section 10(a) prospectus, and shall include the address (giving title or
department) and telephone number to which the request is to be directed.

       PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following are hereby incorporated by reference:

     (a)  The Registrant's latest annual report on Form 10-KSB/A for the
     fiscal year ended December 31, 2000, filed on January 10, 2002.

     (b)  All other reports filed by the Registrant pursuant to Section 13(a)
     or 15(d) of the Exchange Act since the end of the fiscal year covered by
     the Form 10-KSB referred to in (a) above.

     (c)  A description of the securities of the Registrant is contained
     in a Form 10-SB/A (Amendment No. 10) filed  on January 10, 2002.

All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be part thereof from the
date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

     Other than as set forth below, no named expert or counsel was hired
on a contingent basis, will receive a direct or indirect interest in the
small business issuer, or was a promoter, underwriter, voting trustee,
director, officer, or employee of the Registrant.

     Brian F. Faulkner, A Professional Law Corporation, counsel for
the Registrant as giving an opinion on the validity of the securities
being registered, has previously received a total of 120,000
restricted shares of common stock in exchange for legal services
previously rendered to the Registrant under an attorney-client
contract between this firm and the Registrant.  These legal services
consisted of advice and preparation work in connection with reports
of the Registrant filed under the Securities Exchange Act of 1934,
and other general corporate and securities work for the Registrant.
This firm will be receiving an additional 450,000 shares of common
stock pursuant to the Registrant's Non-Employee Directors and
Consultants Retainer Stock Plan under this Form S-8 for similar legal
services to be rendered in the future to the Registrant under a new
attorney-client contract.

     Marc R. Tow, A Professional Law Corporation, has similarly
previously received 120,000 restricted shares of common stock for
assistance provided to Mr. Faulkner in his work for the Registrant under
the original attorney-client contract.  This firm will also be receiving
an additional 450,000 shares of common stock under this Form S-8 for
additional assistance to be provided to Mr. Faulkner under the new
attorney-client contract.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Limitation of Liability.

     The articles of incorporation of the Registrant provide the following
with respect to liability:

     "A director or officer of the corporation shall not be personally
liable to this corporation or its stockholders for damages for breach
of fiduciary duty as a  director or officer, but  this Article shall not
 eliminate or limit the  liability of a director or officer for (i) acts
or omissions which involve intentional misconduct, fraud or a knowing
violation of the law or (ii) the  unlawful payment of dividends.  Any
repeal or modification of  this Article by stockholders  of the
corporation shall be prospective only, and shall not adversely affect
any limitation on the personal liability of a director or officer of the
corporation for acts or omissions prior to such repeal or modification."

Indemnification.

(a)  Articles of Incorporation.

     The articles of incorporation of the Registrant provide the following
with respect to indemnification:

     "Every person who was or  is a party to, or is threatened to be
made a party to, or is involved in  any such action, suit or proceeding,
whether civil, criminal, administrative or investigative, by the reason
of the fact that he or she, or a person with whom he or she is a legal
representative, is or was a director of the corporation, or who is
serving at the request of the corporation as a director or officer of
another corporation, or is a representative in a partnership, joint
venture, trust or other enterprise, shall  be indemnified and held
harmless to the fullest extent  legally permissible under the laws of
the State  of Nevada from time  to time against all expenses,  liability
and loss (including attorneys' fees, judgments, fines,  and amounts paid
or  to be paid in a settlement) reasonably incurred or suffered by him
or her in connection therewith.  Such right of indemnification shall be
a contract right which  may be enforced in  any manner desired  by such
person.  The expenses of officers and directors incurred  in defending
a civil  suit or proceeding must be paid by the corporation as incurred
and in advance of the final disposition of the action, suit, or
proceeding, under receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined
by a court of competent jurisdiction that he or she is not entitled to
be indemnified by the corporation.  Such right of indemnification shall
not be exclusive of any other right of such directors, officers or
representatives may have or hereafter acquire, and, without limiting the
generality of such statement, they shall be entitled to their respective
rights  of indemnification under any  bylaw, agreement, vote of
stockholders, provision  of law, or otherwise, as well as their rights
under this article.

     Without limiting the application of the foregoing, the Board of
Directors may  adopt By-Laws from  time to  time without respect to
indemnification, to  provide at all  times the  fullest indemnification
permitted  by the laws of the  State of Nevada, and may cause the
corporation to purchase or maintain insurance  on behalf of any person
who is or was a director or officer."

(b)  Bylaws.

     The Bylaws of the Registrant provide the following with respect to
indemnification:

     "The Corporation shall indemnify its directors, officers and
employees as follows:

     Every director, officer, or employee of the Corporation shall be
indemnified by the Corporation against  all expenses and liabilities,
including  counsel fees, reasonably incurred  by or imposed upon
him/her in connection with  any proceeding to which he/she may  be made
a party,  or in which he/she  may become involved, by reason  of being
or having  been a director, officer, employee or agent of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of the Corporation, partnership,
joint venture, trust or enterprise, or any settlement thereof, whether
or not he/she is a  director, officer, employee or agent at  the time
such expenses are incurred, except  in such cases wherein the director,
 officer, employee or  agent is adjudged guilty  of willful misfeasance
 or malfeasance in the performance of his/her duties; provided  that in
the event of a settlement the indemnification  herein shall apply only
when  the Board of Directors approves such settlement and reimbursement
as being for the best interests of the Corporation.

     The Corporation shall provide to any person who is or was a
director, officer, employee or agent of the Corporation or is or was
serving at the request of the  Corporation as a director, officer,
employee or agent of the Corporation, partnership, joint venture, trust
or enterprise, the indemnity against expenses of a suit, litigation or
other proceedings which is specifically permissible under applicable law.

     The Board  of Directors may, in its discretion,  direct the
purchase of liability insurance by way of  implementing the provisions
of this Article."

(c)  Nevada and California Laws.

     Nevada and California (since the Registrant is subject to certain
provisions of California laws, including indemnification, due to its
status as a pseudo-California corporation) laws also provide similar
provisions for indemnification of officers, directors, and employees of
a company, except that California law has more specific provisions with
regard to exclusions for indemnification.  Specifically, under
California law, no indemnification is to be made for any of the following:

     In a matter in which the person is adjudged to be liable to the
     corporation in the performance of that person's duty to the
     corporation and its shareholders, unless and only to the extent
     that the court in which the proceeding is or was pending determines
     that the person is fairly and reasonably entitled to indemnity for
     expenses and then only to the extent that the court shall determine.

     Amounts paid in settling or otherwise disposing of a pending action
     without court approval.

     Expenses incurred in defending a pending action which is settled or
     otherwise disposed of without court approval.

In addition, no indemnification or advance is to be made in any
circumstance where it appears:

     That it would be inconsistent with a provision of the articles,
     bylaws, a resolution of the shareholders, or an agreement in effect
     at the time of the accrual of the alleged cause of action asserted
     in the proceeding in which the expenses were incurred or other
     amounts were paid, which prohibits or otherwise limits indemnification.

     That it would be inconsistent with any condition expressly imposed
     by a court in approving a settlement.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable

ITEM 8.  EXHIBITS.

     The Exhibits required by Item 601 of Regulation S-B, and an index
thereto, are attached.

ITEM 9.  UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

     (a) (1) To file, during any period in which offers or sales are
     being made, a post-effective amendment to this registration statement:

          (iii) To include any material information with respect to
        the plan of distribution not previously disclosed in the
        registration statement or any material change to such
        information in the registration statement;

         (2) That, for the purpose of determining any liability under
     the Securities Act of 1933, each such post-effective amendment
     shall be deemed to be a new registration statement relating to the
     securities offered therein, and the offering of such securities at
     that time shall be deemed to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain
     unsold at the termination of the offering.

     (b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (e) To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of
Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and,
where interim financial information required to be presented by Article
3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information

     (h) That insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.

                                SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorize, in the City of Santa Ana, State
of California, on February 5, 2002.

                                       Everlert, Inc.


                                       By: /s/ James J. Weber
                                       James J. Weber, President

                            Special Power of Attorney

     The undersigned constitute and appoint James J. Weber their true
and lawful attorney-in-fact and agent with full power of substitution,
for him and in his name, place, and stead, in any and all capacities, to
sign any and all amendments, including post-effective amendments, to
this Form S-8 registration statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting such attorney-in-fact the
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully
and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that such attorney-in-fact may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:

Signature                    Title                        Date

/s/  James J. Weber      President/Treasurer            February 5, 2002
James J. Weber           (principal financial and
                         accounting officer)/Director

/s/  Jerry G. Hilbert    Vice President/Director        February 5, 2002
Jerry G. Hilbert

                             EXHIBIT INDEX

Number                          Exhibit Description

4      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).

5      Opinion Re: Legality (see below).

23.1   Consent of Accountant (see below).

23.2   Consent of Counsel (see below).
[{"type": "S-8", "sequence": "1", "filename": "everlerts8012802woex.txt", "secsgml_size_bytes": 18570}]
{"company-data": {"conformed-name": "EVERLERT INC", "cik": "0001064478", "assigned-sic": "9995", "irs-number": "911886117", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82226", "film-number": "02527841"}, "business-address": {"street1": "1201 E WARNER AVE", "city": "SANTA ANA", "state": "CA", "zip": "92705", "phone": "7149660710"}, "mail-address": {"street1": "1201 E WARNER AVENUE", "city": "SANTA ANA", "state": "CA", "zip": "92705"}}
U.S. SECURITIES AND EXCHANGE COMMISSION
                                  Washington, D.C. 20549

                                        FORM S-8

                  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       EVERLERT, INC.
               (Exact Name of Registrant as Specified in its Charter)

          Nevada                                         91-1886117
  (State of Incorporation)                       (I.R.S. Employer ID No.)

    1201 East Warner Avenue, Santa Ana, California                92705
     (Address of principal executive offices)                  (Zip Code)

           Non-Employee Directors and Consultants Retainer Stock Plan
                          (Full title of the Plan)

                 Brian F. Faulkner, A Professional Law Corporation,
         3900 Birch Street, Suite 113, Newport Beach, California 92660
                   (Name and address of agent for service)
                                  (949) 975-0544
         (Telephone number, including area code, of agent for service)

                    CALCULATION OF REGISTRATION FEE

Title of              Amount to be    Proposed    Proposed   Amount of
Securities            Registered      Maximum     Aggregate  Registration
to be                                 Offering    Offering   Fee
Registered                            Price Per   Price
                                      Share

Common Stock            900,000       $0.001(1)   $900     $0.22

(1)  This offering price per share is established under Rule 457(h)(1)
pursuant to the deemed issuance price as set forth in the Amended and
Restated Non-Employee Directors and Consultants Retainer Stock Plan
(attached as Exhibit 4 to this Form S-8).

                                  PART I
          INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.   PLAN INFORMATION.

     See Item 2 below.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     The documents containing the information specified in Part I, Items
1 and 2, will be delivered to each of the participants in accordance
with Form S-8 and Rule 428 promulgated under the Securities Act of 1933.
The participants shall provided a written statement notifying them that
upon written or oral request they will be provided, without charge, (i)
the documents incorporated by reference in Item 3 of Part II of the
registration statement, and (ii) other documents required to be
delivered pursuant to Rule 428(b). The statement will inform the
participants that these documents are incorporated by reference in the
Section 10(a) prospectus, and shall include the address (giving title or
department) and telephone number to which the request is to be directed.

       PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following are hereby incorporated by reference:

     (a)  The Registrant's latest annual report on Form 10-KSB/A for the
     fiscal year ended December 31, 2000, filed on January 10, 2002.

     (b)  All other reports filed by the Registrant pursuant to Section 13(a)
     or 15(d) of the Exchange Act since the end of the fiscal year covered by
     the Form 10-KSB referred to in (a) above.

     (c)  A description of the securities of the Registrant is contained
     in a Form 10-SB/A (Amendment No. 10) filed  on January 10, 2002.

All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be part thereof from the
date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

     Other than as set forth below, no named expert or counsel was hired
on a contingent basis, will receive a direct or indirect interest in the
small business issuer, or was a promoter, underwriter, voting trustee,
director, officer, or employee of the Registrant.

     Brian F. Faulkner, A Professional Law Corporation, counsel for
the Registrant as giving an opinion on the validity of the securities
being registered, has previously received a total of 120,000
restricted shares of common stock in exchange for legal services
previously rendered to the Registrant under an attorney-client
contract between this firm and the Registrant.  These legal services
consisted of advice and preparation work in connection with reports
of the Registrant filed under the Securities Exchange Act of 1934,
and other general corporate and securities work for the Registrant.
This firm will be receiving an additional 450,000 shares of common
stock pursuant to the Registrant's Non-Employee Directors and
Consultants Retainer Stock Plan under this Form S-8 for similar legal
services to be rendered in the future to the Registrant under a new
attorney-client contract.

     Marc R. Tow, A Professional Law Corporation, has similarly
previously received 120,000 restricted shares of common stock for
assistance provided to Mr. Faulkner in his work for the Registrant under
the original attorney-client contract.  This firm will also be receiving
an additional 450,000 shares of common stock under this Form S-8 for
additional assistance to be provided to Mr. Faulkner under the new
attorney-client contract.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Limitation of Liability.

     The articles of incorporation of the Registrant provide the following
with respect to liability:

     "A director or officer of the corporation shall not be personally
liable to this corporation or its stockholders for damages for breach
of fiduciary duty as a  director or officer, but  this Article shall not
 eliminate or limit the  liability of a director or officer for (i) acts
or omissions which involve intentional misconduct, fraud or a knowing
violation of the law or (ii) the  unlawful payment of dividends.  Any
repeal or modification of  this Article by stockholders  of the
corporation shall be prospective only, and shall not adversely affect
any limitation on the personal liability of a director or officer of the
corporation for acts or omissions prior to such repeal or modification."

Indemnification.

(a)  Articles of Incorporation.

     The articles of incorporation of the Registrant provide the following
with respect to indemnification:

     "Every person who was or  is a party to, or is threatened to be
made a party to, or is involved in  any such action, suit or proceeding,
whether civil, criminal, administrative or investigative, by the reason
of the fact that he or she, or a person with whom he or she is a legal
representative, is or was a director of the corporation, or who is
serving at the request of the corporation as a director or officer of
another corporation, or is a representative in a partnership, joint
venture, trust or other enterprise, shall  be indemnified and held
harmless to the fullest extent  legally permissible under the laws of
the State  of Nevada from time  to time against all expenses,  liability
and loss (including attorneys' fees, judgments, fines,  and amounts paid
or  to be paid in a settlement) reasonably incurred or suffered by him
or her in connection therewith.  Such right of indemnification shall be
a contract right which  may be enforced in  any manner desired  by such
person.  The expenses of officers and directors incurred  in defending
a civil  suit or proceeding must be paid by the corporation as incurred
and in advance of the final disposition of the action, suit, or
proceeding, under receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined
by a court of competent jurisdiction that he or she is not entitled to
be indemnified by the corporation.  Such right of indemnification shall
not be exclusive of any other right of such directors, officers or
representatives may have or hereafter acquire, and, without limiting the
generality of such statement, they shall be entitled to their respective
rights  of indemnification under any  bylaw, agreement, vote of
stockholders, provision  of law, or otherwise, as well as their rights
under this article.

     Without limiting the application of the foregoing, the Board of
Directors may  adopt By-Laws from  time to  time without respect to
indemnification, to  provide at all  times the  fullest indemnification
permitted  by the laws of the  State of Nevada, and may cause the
corporation to purchase or maintain insurance  on behalf of any person
who is or was a director or officer."

(b)  Bylaws.

     The Bylaws of the Registrant provide the following with respect to
indemnification:

     "The Corporation shall indemnify its directors, officers and
employees as follows:

     Every director, officer, or employee of the Corporation shall be
indemnified by the Corporation against  all expenses and liabilities,
including  counsel fees, reasonably incurred  by or imposed upon
him/her in connection with  any proceeding to which he/she may  be made
a party,  or in which he/she  may become involved, by reason  of being
or having  been a director, officer, employee or agent of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of the Corporation, partnership,
joint venture, trust or enterprise, or any settlement thereof, whether
or not he/she is a  director, officer, employee or agent at  the time
such expenses are incurred, except  in such cases wherein the director,
 officer, employee or  agent is adjudged guilty  of willful misfeasance
 or malfeasance in the performance of his/her duties; provided  that in
the event of a settlement the indemnification  herein shall apply only
when  the Board of Directors approves such settlement and reimbursement
as being for the best interests of the Corporation.

     The Corporation shall provide to any person who is or was a
director, officer, employee or agent of the Corporation or is or was
serving at the request of the  Corporation as a director, officer,
employee or agent of the Corporation, partnership, joint venture, trust
or enterprise, the indemnity against expenses of a suit, litigation or
other proceedings which is specifically permissible under applicable law.

     The Board  of Directors may, in its discretion,  direct the
purchase of liability insurance by way of  implementing the provisions
of this Article."

(c)  Nevada and California Laws.

     Nevada and California (since the Registrant is subject to certain
provisions of California laws, including indemnification, due to its
status as a pseudo-California corporation) laws also provide similar
provisions for indemnification of officers, directors, and employees of
a company, except that California law has more specific provisions with
regard to exclusions for indemnification.  Specifically, under
California law, no indemnification is to be made for any of the following:

     In a matter in which the person is adjudged to be liable to the
     corporation in the performance of that person's duty to the
     corporation and its shareholders, unless and only to the extent
     that the court in which the proceeding is or was pending determines
     that the person is fairly and reasonably entitled to indemnity for
     expenses and then only to the extent that the court shall determine.

     Amounts paid in settling or otherwise disposing of a pending action
     without court approval.

     Expenses incurred in defending a pending action which is settled or
     otherwise disposed of without court approval.

In addition, no indemnification or advance is to be made in any
circumstance where it appears:

     That it would be inconsistent with a provision of the articles,
     bylaws, a resolution of the shareholders, or an agreement in effect
     at the time of the accrual of the alleged cause of action asserted
     in the proceeding in which the expenses were incurred or other
     amounts were paid, which prohibits or otherwise limits indemnification.

     That it would be inconsistent with any condition expressly imposed
     by a court in approving a settlement.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable

ITEM 8.  EXHIBITS.

     The Exhibits required by Item 601 of Regulation S-B, and an index
thereto, are attached.

ITEM 9.  UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

     (a) (1) To file, during any period in which offers or sales are
     being made, a post-effective amendment to this registration statement:

          (iii) To include any material information with respect to
        the plan of distribution not previously disclosed in the
        registration statement or any material change to such
        information in the registration statement;

         (2) That, for the purpose of determining any liability under
     the Securities Act of 1933, each such post-effective amendment
     shall be deemed to be a new registration statement relating to the
     securities offered therein, and the offering of such securities at
     that time shall be deemed to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain
     unsold at the termination of the offering.

     (b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (e) To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of
Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and,
where interim financial information required to be presented by Article
3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information

     (h) That insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.

                                SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorize, in the City of Santa Ana, State
of California, on February 5, 2002.

                                       Everlert, Inc.

                                       By: /s/ James J. Weber
                                       James J. Weber, President

                            Special Power of Attorney

     The undersigned constitute and appoint James J. Weber their true
and lawful attorney-in-fact and agent with full power of substitution,
for him and in his name, place, and stead, in any and all capacities, to
sign any and all amendments, including post-effective amendments, to
this Form S-8 registration statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting such attorney-in-fact the
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully
and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that such attorney-in-fact may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:

Signature                    Title                        Date

/s/  James J. Weber      President/Treasurer            February 5, 2002
James J. Weber           (principal financial and
                         accounting officer)/Director

/s/  Jerry G. Hilbert    Vice President/Director        February 5, 2002
Jerry G. Hilbert

                             EXHIBIT INDEX

Number                          Exhibit Description

4      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).

5      Opinion Re: Legality (see below).

23.1   Consent of Accountant (see below).

23.2   Consent of Counsel (see below).