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 charter)

                    Nevada                               91-1886117
       (State or other jurisdiction of                  (I.R.S. Employer
        incorporation or organization)                   Identification No.)

                                 1201 East Warner Avenue
                               Santa Ana, California 92705
                                      (714) 966-0710
  (Address and telephone number of Registrant's Principal Executive Offices)

                                      Marc R. Tow, Esq.
                                 Marc R. Tow & Associates APC
                                  3900 Birch Street, Suite 113
                                    Newport Beach, CA 92660
                                         (949) 975-0544
                (Name, address and telephone number of agent for service)

                                  2002 STOCK COMPENSATION PLAN
                                    (Full title of the plan)

                              Copies of all communications to:
                                Marc R. Tow & Associates, APC
                                 3900 Birch Street, Suite 113
                                Newport Beach, California 92660
                                   Telephone (949) 975-0544
                                   Facsimile (949) 975-0547

                               Calculation of Registration Fee

Title of              Amount to be      Proposed       Proposed    Amount of
securities             registered       maximum        maximum     registration
to be registered                        offering       offering       fee
                                        price per      price
                                        share

Common Stock, par
value $0.001           55,000,000(1)    $0.002(2)      $110,000.00(2)  $12.16

(1) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee benefit
plan described herein.

(2) The proposed maximum offering price per share of Common Stock and
the proposed maximum aggregate offering price are calculated solely
for the purpose of determining the registration fee pursuant to Rule
457(h) under the Securities Act of 1933. The fee for the shares being
registered is based on a price of $0.002 per share, which was the
closing bid price of the Common Stock on December 16, 2002, as
reported on the OTC Bulletin Board.

                                  TABLE OF CONTENTS

PART I INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

Item 1. Plan Information

Item 2. Registrant Information and Employee Plan Annual Information

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

Item 4. Description of Securities

Item 5. Interests of Named Experts and Counsel

Item 6. Indemnification of Directors and Officers

Item 7. Exemption for Registration Claimed

Item 8. Exhibits

Item 9. Undertakings

SIGNATURES

EXHIBIT 4

EXHIBIT 5

EXHIBIT 23.1

EXHIBIT 24

                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 be 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.

A copy of any document or part hereof incorporated by reference in
this Registration Statement but not delivered with this Prospectus or
any document required to be delivered pursuant to Rule 428(b) under
the Securities Act will be furnished without charge upon written or
oral request. Requests should be addressed to 1201 East Warner
Avenue, Santa Ana, California 92705.

                                   PART II
             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by the Company under the Securities
Exchange Act of 1934 (the "Exchange Act") are incorporated herein by
reference:

(a) The Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 2001 as filed on April 2, 2002.

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

In addition, all documents subsequently filed 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 into this registration statement and to
be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained
in a subsequently filed document which is also incorporated by
reference herein modified or superseded such statement.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTERESTS 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.

Marc R. Tow & Associates, APC, counsel for the Registrant as giving
an opinion on the validity of the securities being registered, has
previously been paid a total of 1,000,000 shares of common stock of
the Registrant.  These shares were paid pursuant to the Registrant's
2002 Stock Compensation Plan under registered on Form S-8 in exchange
for legal services previously rendered, or to be rendered, under
attorney-client contracts consisting of advice and preparation work
in connection with reports of the Registrant 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 Company hereby undertakes:

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

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which individually or in the
aggregate, represent a fundamental change in the information set
forth in the 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.

(4) The undersigned registrant hereby undertakes 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.

(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company 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 that the payment by
the Company of expenses incurred or paid by a director, officer, or
controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer, or
controlling person of the Company in the successful defense of that
action suit, or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being
registered, the Company 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 of 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, as
amended, 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 authorized, in City of
Santa Ana, State of California, on January 6, 2003.

EVERLERT, INC.
/s/ James Alexander
James Alexander, President

                            SPECIAL POWER OF ATTORNEY

The undersigned constitute and appoint James Alexander 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 U.S. 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 Alexander       President/ Director                  January 6, 2003
     James Alexander

/s/  Edward F. Fowler      Director                             January 6, 2003
     Edward F. Fowler

/s/  Dan Shaver            Director                             January 6, 2003
     Dan Shaver

/s/  David Paulson         Director                             January 6, 2003
     David Paulson

                                   EXHIBIT INDEX

Exhibit No.                    Description

4      2002 Stock Compensation Plan, dated December 16, 2002
       (filed herewith).

5      Opinion Re: Legality (filed herewith).

23.1   Consent of Accountants (filed herewith).

24     Special Power of Attorney (see signature page).
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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 charter)

                    Nevada                               91-1886117
       (State or other jurisdiction of                  (I.R.S. Employer
        incorporation or organization)                   Identification No.)

                                 1201 East Warner Avenue
                               Santa Ana, California 92705
                                      (714) 966-0710
  (Address and telephone number of Registrant's Principal Executive Offices)

                                      Marc R. Tow, Esq.
                                 Marc R. Tow & Associates APC
                                  3900 Birch Street, Suite 113
                                    Newport Beach, CA 92660
                                         (949) 975-0544
                (Name, address and telephone number of agent for service)

                                  2002 STOCK COMPENSATION PLAN
                                    (Full title of the plan)

                              Copies of all communications to:
                                Marc R. Tow & Associates, APC
                                 3900 Birch Street, Suite 113
                                Newport Beach, California 92660
                                   Telephone (949) 975-0544
                                   Facsimile (949) 975-0547

                               Calculation of Registration Fee

Title of              Amount to be      Proposed       Proposed    Amount of
securities             registered       maximum        maximum     registration
to be registered                        offering       offering       fee
                                        price per      price
                                        share

Common Stock, par
value $0.001           55,000,000(1)    $0.002(2)      $110,000.00(2)  $12.16

(1) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee benefit
plan described herein.

(2) The proposed maximum offering price per share of Common Stock and
the proposed maximum aggregate offering price are calculated solely
for the purpose of determining the registration fee pursuant to Rule
457(h) under the Securities Act of 1933. The fee for the shares being
registered is based on a price of $0.002 per share, which was the
closing bid price of the Common Stock on December 16, 2002, as
reported on the OTC Bulletin Board.

                                  TABLE OF CONTENTS

PART I INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

Item 1. Plan Information

Item 2. Registrant Information and Employee Plan Annual Information

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

Item 4. Description of Securities

Item 5. Interests of Named Experts and Counsel

Item 6. Indemnification of Directors and Officers

Item 7. Exemption for Registration Claimed

Item 8. Exhibits

Item 9. Undertakings

SIGNATURES

EXHIBIT 4

EXHIBIT 5

EXHIBIT 23.1

EXHIBIT 24

                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 be 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.

A copy of any document or part hereof incorporated by reference in
this Registration Statement but not delivered with this Prospectus or
any document required to be delivered pursuant to Rule 428(b) under
the Securities Act will be furnished without charge upon written or
oral request. Requests should be addressed to 1201 East Warner
Avenue, Santa Ana, California 92705.

                                   PART II
             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by the Company under the Securities
Exchange Act of 1934 (the "Exchange Act") are incorporated herein by
reference:

(a) The Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 2001 as filed on April 2, 2002.

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

In addition, all documents subsequently filed 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 into this registration statement and to
be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained
in a subsequently filed document which is also incorporated by
reference herein modified or superseded such statement.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTERESTS 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.

Marc R. Tow & Associates, APC, counsel for the Registrant as giving
an opinion on the validity of the securities being registered, has
previously been paid a total of 1,000,000 shares of common stock of
the Registrant.  These shares were paid pursuant to the Registrant's
2002 Stock Compensation Plan under registered on Form S-8 in exchange
for legal services previously rendered, or to be rendered, under
attorney-client contracts consisting of advice and preparation work
in connection with reports of the Registrant 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 Company hereby undertakes:

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

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which individually or in the
aggregate, represent a fundamental change in the information set
forth in the 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.

(4) The undersigned registrant hereby undertakes 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.

(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company 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 that the payment by
the Company of expenses incurred or paid by a director, officer, or
controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer, or
controlling person of the Company in the successful defense of that
action suit, or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being
registered, the Company 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 of 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, as
amended, 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 authorized, in City of
Santa Ana, State of California, on January 6, 2003.

EVERLERT, INC.
/s/ James Alexander
James Alexander, President

                            SPECIAL POWER OF ATTORNEY

The undersigned constitute and appoint James Alexander 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 U.S. 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 Alexander       President/ Director                  January 6, 2003
     James Alexander

/s/  Edward F. Fowler      Director                             January 6, 2003
     Edward F. Fowler

/s/  Dan Shaver            Director                             January 6, 2003
     Dan Shaver

/s/  David Paulson         Director                             January 6, 2003
     David Paulson

                                   EXHIBIT INDEX

Exhibit No.                    Description

4      2002 Stock Compensation Plan, dated December 16, 2002
       (filed herewith).

5      Opinion Re: Legality (filed herewith).

23.1   Consent of Accountants (filed herewith).

24     Special Power of Attorney (see signature page).