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)


                             Amended and Restated
           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
Amount to                              Share

Common Stock         19,100,000         $0.001 (1)    $19,100        $4.56

(1)  The Amended and Restated Non-Employee Directors and
Consultants Retainer Stock Plan authorizes a total of 20,000,000
shares, 900,000 of which have already been registered in prior Form
S-8 filed on February 6, 2002.  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 (see 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 for
     the fiscal year ended December 31, 2001, filed on April 2, 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
570,000  shares of common stock in exchange for legal services
previously rendered, and to be rendered in the future, to the
Registrant under an attorney-client contract between this firm and
the Registrant.  These legal services consist 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.

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 June 14, 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              June 14, 2002
James J. Weber             (principal financial and
                           accounting officer)/Director

/s/  Jerry G. Hilbert      Vice President/Director           June 14, 2002
Jerry G. Hilbert

                                EXHIBIT INDEX

Number                             Exhibit Description

4      Amended and Restated Non-Employee Directors and
       Consultants Retainer Stock Plan, dated June 3, 2002 (see below).

5      Opinion Re: Legality (see below).

23.1   Consent of Accountant (see below).

23.2   Consent of Counsel (see below).
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{"company-data": {"conformed-name": "EVERLERT INC", "cik": "0001064478", "assigned-sic": "3600", "irs-number": "911886117", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90610", "film-number": "02680368"}, "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)

                             Amended and Restated
           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
Amount to                              Share

Common Stock         19,100,000         $0.001 (1)    $19,100        $4.56

(1)  The Amended and Restated Non-Employee Directors and
Consultants Retainer Stock Plan authorizes a total of 20,000,000
shares, 900,000 of which have already been registered in prior Form
S-8 filed on February 6, 2002.  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 (see 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 for
     the fiscal year ended December 31, 2001, filed on April 2, 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
570,000  shares of common stock in exchange for legal services
previously rendered, and to be rendered in the future, to the
Registrant under an attorney-client contract between this firm and
the Registrant.  These legal services consist 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.

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 June 14, 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              June 14, 2002
James J. Weber             (principal financial and
                           accounting officer)/Director

/s/  Jerry G. Hilbert      Vice President/Director           June 14, 2002
Jerry G. Hilbert

                                EXHIBIT INDEX

Number                             Exhibit Description

4      Amended and Restated Non-Employee Directors and
       Consultants Retainer Stock Plan, dated June 3, 2002 (see below).

5      Opinion Re: Legality (see below).

23.1   Consent of Accountant (see below).

23.2   Consent of Counsel (see below).