UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C.
20549





Form 10-K


(Mark
One)





þ
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For
the fiscal year ended August 31, 2009


OR





o
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For
the transition period
from          to





Commission
file number 000-53511





EVERTON
CAPITAL CORPORATION


(Exact
Name of Registrant as Specified in Its Charter)





Nevada(State
      or Other Jurisdiction of
                Incorporation
      or Organization)





603,
Unit 3, DongFeng South Road, NaShiLiJu 34,


ChaoYang
District, Beijing, China 100016


(Address
of Principal Executive Offices) (Zip Code)





01 391 146 5973
(PRC)


(631)
458-0540 (USA)


(Registrant's
telephone number, including area code)





Copies
to:


Robert
Newman, Esq.


The
Newman Law Firm, PLLC


14 Wall
Street, 20th Floor


New York,
NY  10005


Tel.
(212) 227-7422   Fax. (212) 202-6055





Securities
registered pursuant to Section 12(g) of the Act:





Title
      of Each Class:Common
      Stock, par value $0.00001 per share





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes o     No þ





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  Yes o     No þ





Indicate
by check mark whether the registrant: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (“Exchange Act”) during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past
90 days.  Yes þ     No o





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the
best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):





Large
      accelerated
                filer o
              
              Accelerated
      filer o
              
              Non-accelerated
      filer o
              
              Smaller
      reporting
                company þ(Do
      not check if a smaller reporting
                company)





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of February 28, 2009:
$0.00





DOCUMENTS
INCORPORATED BY REFERENCE:





None.







EVERTON
CAPITAL CORPORATION




(AN
EXPLORATION STAGE COMPANY)


ANNUAL
REPORT ON FORM 10-K


FOR
THE FISCAL YEAR ENDED AUGUST 31, 2009





TABLE
OF CONTENTS





PagePART
      IItem
      1.
              Business
              1Item
      1A.
              Risk
      Factors
              8Item
      1B.
              Unresolved
      Staff Comments
              8Item
      2.
              Properties
              8Item
      3.
              Legal
      Proceedings
              8Item
      4.
              Submission
      of Matters to a Vote of Security Holders
              8PART IIItem
      5.
              Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
              8Item
      6.
              Selected
      Financial Data
              10Item
      7.
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
              10Item
      7A.
              Quantitative
      and Qualitative Disclosures About Market Risk
              13Item
      8.
              Financial
      Statements and Supplementary Data
              14Item
      9.
              Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
              14Item
      9A(T).
              Controls
      and Procedures
              14Item
      9B.
              Other
      Information
              15PART IIIItem
      10
              Directors,
      Executive Officers and Corporate Governance
              15Item
      11
              Executive
      Compensation
              18Item
      12
              Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
              20Item
      13
              Certain
      Relationships and Related Transactions, and Director
      Independence
              20Item
      14
              Principal
      Accountant Fees and Services
              21PART IVItem
      15.
              Exhibits
      and Financial Statement Schedules
              22Signatures
              
              23





ITEM
1.      BUSINESS




General




We were
incorporated in the State of Nevada on May 9, 2006. We are an exploration stage
company, but currently the Company’s management is evaluating options, including
looking for new business opportunities, which may include a change of control of
the Company. An exploration stage corporation is one engaged in the search for
mineral deposits or reserves which are not in either the development or
production stage. We maintain our statutory registered agent's office at 603,
Unit 3, DongFeng South Road, NaShiLiJu 34, ChaoYang District, Beijing, China
100016. Our telephone numbers are 01-391-146-5973 (PRC) and 631-458-0540
(US).




We have
no revenues, have achieved losses since inception, have no operations, have been
issued a going concern opinion and rely upon the sale of our securities to fund
operations.




Background




In May
2006, Maryna Bilynska, our former president, acquired one mineral property in
trust for us, containing one mining claim in British Columbia, Canada. The
property was staked by Lloyd Brewer. Mr. Brewer was paid $2,500 to stake the
claims. Mr. Brewer is a staking agent located in Vancouver British
Columbia.




Canadian
jurisdictions allow a mineral explorer to claim a portion of available Crown
lands as its exclusive area for exploration by depositing posts or other visible
markers to indicate a claimed area. The process of posting the area is known as
staking. Ms. Bilynska paid Mr. Brewer $2,500 to stake the claims. The claims
were transferred to Ms. Bilynska. The claim was recorded in Ms. Bilynska’s name
to avoid paying additional fees. Ms. Bilynska did not provide us with a signed
or executed bill of sale in our favor. Ms. Bilynska was to issue a bill of sale
to a subsidiary corporation to be formed by us should economically recoverable
mineralized material have been discovered on the property. Mineralized material
is a mineralized body which has been delineated by appropriate spaced drilling
or underground sampling to support sufficient tonnage and average grade of
metals to justify removal.




All
Canadian lands and minerals which have not been granted to private persons are
owned by either the federal or provincial governments in the name of Her
Majesty. Ungranted minerals are commonly known as Crown minerals. Ownership
rights to Crown minerals are vested by the Canadian Constitution in the province
where the minerals are located.




In the
nineteenth century the practice of reserving the minerals from fee simple Crown
grants was established. Legislation now ensures that minerals are reserved from
Crown land dispositions. The result is that the Crown is the largest mineral
owner in Canada, both as the fee simple owner of Crown lands and through mineral
reservations in Crown grants. Most privately held mineral titles are acquired
directly from the Crown. The Company’s property was one such acquisition.
Accordingly, fee simple title to the property resides with the
Crown.




The
claims were mining leases issued pursuant to the British Columbia Mineral Act.
The lease had exclusive rights to mine and recover all of the minerals contained
within the surface boundaries of the lease continued vertically downward. The
lease included the right to use the surface for all operations reasonably
related to the exploration operations. There were no native land claims
that affected title to the property.


1




Claims




The
following was the tenure number, claim, date of recording and expiration date of
the claim:




Number of
                        
                        Date ofClaim No.
                        
                        Document Description
                        
                        Cells
                        
                        Expiration521315
                        
                        Jade
      Mine
                        
                        9
                        
                        January
      18,
2009




The
claims were for approximately 460 acres.




In order
to maintain the claims Ms. Bilynska had to pay a fee of CDN$100 per year per
claim. Ms. Bilynska could have renewed the claim indefinitely.  The
property was selected because Mr. Brewer advised us that jade was discovered on
an other property nearby. No technical information was used to select the
property.




Location
and Access




The
property is located within the southwestern area of British Columbia, Canada,
approximately 125 miles northeast of Vancouver, near the town site of Moha. The
town of Lillooet lies 16 miles to the southeast of the property.




The
property is in the Lillooet Mining Division, and is centered at approximately
50o49'30"N latitude and 122o16'20"W longitude on NTS Map Sheet 092J/16W,
alternatively on BC TRIM map 092J 089.




The
property can be accessed from Lillooet by following the Bridge River Road to the
town site of Moha, at this point turn north onto the Yalakom River Road. Follow
this road for approximately 8 miles, at which point a rough four-wheel drive
road branches from the Yalakom River Road. This road leads to, and terminates
at, the property.


2




Map
1







3




Map
2









Physiography




The
property is located on the southern end of the Shulaps Mountain Range within the
Coast Mountain Physiographic Region. The property covers the ridge, and the
southern slope of the ridge, that forms the height of land from which Hell Creek
originates. Elevations within the claims range from 6,200 feet to 7,700 feet.
The lower elevation of 6,200 feet is located within southeastern corner of the
property. The highest elevation of 7,700 feet is located northwestern quadrant
of the property. The main area of interest within the project is located at
6,900 feet at the approximate center of the property.


4




Slopes
within the property area are moderate to steep throughout the property. Areas
within the property that are above the 6,800 foot level are above the tree line
and vegetation is limited to alpine grass, lichen and moss. Vegetation below
this level consists primarily of stunted sub-alpine fir and pine
trees




The local
climate features warm summers having an average mean summer temperature of
60oF
and cold winters having an average mean winter temperature of -5oF. The
Shulaps Jade area is fairly dry in the summer and a heavy snow pack is present
through the winter months. The average yearly precipitation (rain) as calculated
from a 30-year period is 30 inches. A snow pack of approximately ten feet begins
to accumulate in mid November and lingers in places into mid May. The
recommended field season for initial phases of exploration is from mid May to
early November. Drilling can be carried out on a year-round basis with the aid
of a bulldozer, or other snow removal equipment, to keep access roads snow-free
although it would be more practical and cost effective to conduct all
exploration and development of the zone to the snow-free period of the
year.




Ample
water to support all phases of exploration and development is available from
small lake at the headwaters of Hell Creek. Power requirements for future
development is available as two high-voltage (40kW) transmission line located
approximately 3 miles south of the Project. Gas or diesel powered generators
would be required to provide any electrical power requirements during the
exploration stage.




Regional
Geology




The
property is located on the eastern flank of the Coast Crystalline Plutonic
Complex, a major intrusive region of the Canadian Cordillera bounded by
Intermontaine Belt on the east and the Insular Belt on the west.




The
regional geology comprises a package of highly deformed lithological units
structurally enclosed between two major northwesterly striking dextral fault
structures – the Yalakom Fault on the east and the Marshall Creek Fault on the
west. Northeasterly trending Astress” faults occur between the two
aforementioned faults throughout the length of the Shulaps Mountain
Range.




Three
major assemblages occur within the area of interest.




Shulaps
Ultramafic Complex




The
oldest rock unit in the Shulaps Range is the pre-middle Cretaceous age Shulaps
Ultramafic Complex that is interpreted as dismembered ophiolite structurally
stacked by thrust faulting.Foliation is parallel or sub-parallel to thrust planes or composition
planes. Sedimentary inclusions and adjacent metasediments often have bedding
parallel to the foliation within the serpentinite. The complex is a serpentinite
mélange unit that represents ancient oceanic floor composed of serpentinite
derived from ultramafic cumulates with knockers of ultramafic rocks, gabbro,
diorite, pillowed and massive greenstone, chert, phyllite, limestone, sandstone
and conglomerate.




Bridge
River Complex




The
predominantly oceanic rocks of the Permian to Jurassic Bridge River Group
consist of ribbon chert, argillite, pillowed to massive greenstone, with lesser
amounts of limestone, gabbro, diabase, chert, volcanic greywacke, pebble
conglomerate and serpentinite. The Bridge River Group rocks have been highly
metamorphosed. Locally, the most common rock types are phyllite (siltstone),
chert, argillite, schist and minor limestone.




Intrusive
Rocks – Rexmount Porphyry




The
Rexmount Porphyry is a light grey weathered rock consisting of phenocrysts of
plagioclase, hornblende, biotite and quartz set in a fine grained or aphanitic
felsic groundmass. The porphyry, which is interpreted as being the intrusive
equivalent of the dacite volcanics, occasionally contains laminations of
epidote-chlorite parallel to the contact. Whether this is an alteration or a
flow layering is not known.


5




Property
Geology and Mineralization




Jade
outcrops at the head of Hell Creek, a northeasterly flowing tributary of the
Bridge River. The mass of jade is fault bounded by serpentine of the Permian and
older Shulaps Ultramafic Complex on the west and by slightly metamorphosed
argillaceous sediments of the Mississippian to Jurassic age Bridge River Complex
on the east.




The
tabular shaped mass is 8 feet wide and trends northwest for 980 feet to where it
is cut by a granitic intrusion. The body remains open to the
southeast.




The east
contact is bordered by a 1-foot wide talc zone. Cross fractures pervade the
jade, trending 065 degrees and plunging 70 degrees southeast.




The jade
is described as good to fair quality, the quality being decreased by the
presence of coarse tremolite patches, talc and opaque minerals.




History
of Previous Work




There was no evidence of previous exploration of the property.




Our
Proposed Exploration Program




We were
prospecting for jade. Our target was mineralized material. Our success depended
upon finding economically recoverable mineralized material. Mineralized material
is a mineralized body which has been delineated by appropriate spaced drilling
or underground sampling to support sufficient tonnage and average grade of
metals to justify removal.  Upon commencement, we did not know if we
would have found mineralized material. We do not claim to have any minerals
or reserves whatsoever at this time on any of the property.




We
intended to implement an exploration program which consisted of core sampling.
Core sampling is the process of drilling holes to a depth of up to 1,400 feet in
order to extract a samples of earth. Ms. Bilynska determined where drilling
would occur on the property in consultation with the consultant. Ms. Bilynska
did not receive fees, salary, or other compensation for her services. The
samples were to be tested to determine if mineralized material were located on
the property.




Competitive
Factors




The jade
mining industry is fragmented. We competed with other exploration companies
looking for jade. We were one of the smallest exploration companies in
existence. We were an infinitely small participant in the jade mining market.
While we competed with other exploration companies, there was no competition for
the exploration or removal or mineral from the property. Readily available jade
markets exist in Canada and around the world for the sale of jade. Therefore, we
would have been able to sell any jade that we were able to recover.




Regulations




Our
mineral exploration program was subject to the Canadian Mineral Tenure Act
Regulation. This act sets forth rules for




*
            locating
      claims


*
            posting
      claims


*
            working
      claims


*
            reporting
      work performed


6




We were
also subject to the British Columbia Mineral Exploration Code which tells us how
and where we can explore for minerals. Compliance with these rules and
regulations did not adversely affect our operations.




Environmental
Law




We were
also subject to the Health, Safety and Reclamation Code for Mines in British
Columbia. This code deals with environmental matters relating to the exploration
and development of mining properties. Its goals are to protect the environment
through a series of regulations affecting:




1.
            Health
      and Safety


2.
            Archaeological
      Sites


3.
            Exploration
      Access




We were
responsible to provide a safe working environment, not disrupt archaeological
sites, and conduct our activities to prevent unnecessary damage to the
property.




We are in
compliance with the act and will continue to comply with the act in the future.
We believe that compliance with the act will not adversely affect our business
operations in the future.




Employees




We
intended to use the services of subcontractors for manual labor exploration work
on our properties. Ms. Bilynska handled our administrative duties. Because our
former sole officer and director was inexperienced with exploration, she hired
independent contractors to perform the surveying of the property. We cannot
determine at this time the precise number of people we will retain in employ of
the Company.




Employees
and Employment Agreements




We have
one employee, Jonathan Woo, our sole officer and director. Mr. Woo devotes
approximately 10% of his time or four hours per week to our operations. Mr. Woo
does not have an employment agreement with us. We presently do not have pension,
health, annuity, insurance, stock options, profit sharing or similar benefit
plans; however, we may adopt plans in the future.




Recent
Developments





Everton
has recently determined that this property contains reserves that are not
economically recoverable. The recoverability of amounts from the property was
dependent upon the discovery of economically recoverable reserves, confirmation
of Everton’s interest in the underlying property, the ability of Everton to
obtain necessary financing to satisfy the expenditure requirements under the
property agreement and to complete the development of the property and upon
future profitable production or proceeds for the sale thereof.  The
Company was advised by Madman Mining, its consultant, that "Due to the shattered
nature of the jade/nephrite material present (due to previous blasting), and the
numerous amount of inclusions (of talc) within the matrix of the jade itself, it
is recommended that no further exploration be conducted on this project and that
the project should be dropped." The Company’s management is evaluating
options, including looking for new business opportunities, which may include a
change of control of the Company.





Pursuant
to a Majority Stock Purchase Agreement (MSPA) dated April 23, 2009, the
Company’s former majority stockholder and officer sold to an individual
5,000,000 shares of the Company’s common stock, for $25,000; former majority
stockholder agreed to assume and be liable for any and all liabilities and
obligations of Everton that were occurred prior to closing of the stock
purchase. Pursuant to the terms of the MSPA and effective as of the closing
of the transactions contemplated by the MSPA, the new shareholder owns 5,000,000
shares of the Company’s common stock out of a total of 5,501,000
shares issued and outstanding, or 90.89%.


7


ITEM
1A.    RISK FACTORS




We are a
smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are
not required to provide the information under this item.




ITEM
1B.    UNRESOLVED STAFF COMMENTS




None.




ITEM
2.      PROPERTIES




We
do not own any property.




ITEM
3.      LEGAL PROCEEDINGS




We are
not presently a party to any litigation.




ITEM
4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS




During the fourth quarter of our fiscal
year, there were no matters submitted to a vote of our
shareholders.




PART
II




ITEM
5.      MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER
MATTERS




Our stock
was listed for trading on the Bulletin Board operated the Financial Industry
Regulatory Authority (FINRA) on October 23, 2008 under the symbol “EVCP”.
However, during the fiscal year ended August 31, 2009, no trades of our common
stock occurred through the facilities of the OTC Bulletin Board.




The
quotations on the OTC Bulletin Board reflect inter-dealer prices, without retail
mark-up, mark-down, or commissions and may not represent actual
transactions.




There are
no outstanding options or warrants to purchase, or securities convertible into,
our common stock.




Fiscal
      Year2009
                              
                              High Bid
                              
                              
                              Low BidFourth
      Quarter: 6/1/09 to 8/31/09
                              
                              $
                              0.00
                              
                              
                              $
                              0.00Third
      Quarter: 3/1/09 to 5/31/09
                              
                              $
                              0.00
                              
                              
                              $
                              0.00Second
      Quarter: 12/1/08 to 2/28 /09
                              
                              $
                              0.00
                              
                              
                              $
                              0.00First
      Quarter: 9/1/08 to 11/30/08
                              
                              $
                              0.00
                              
                              
                              $
                              0.00Fiscal
      Year2008
                              
                              High Bid
                              
                              
                              Low BidFourth
      Quarter: 6/1/08 to 8/31/08
                              
                              $
                              0.00
                              
                              
                              $
                              0.00Third
      Quarter: 3/1/08 to 5/31/08
                              
                              $
                              0.00
                              
                              
                              $
                              0.00Second
      Quarter: 10/1/07 to 2/29/08
                              
                              $
                              0.00
                              
                              
                              $
                              0.00First
      Quarter: 7/1/07 to 9/30/07
                              
                              $
                              0.00
                              
                              
                              $
                              0.00


8




Holders




On August
31, 2009, we had 47 shareholders of record of our common stock.




Dividend
Policy




We have
not declared any cash dividends. We do not intend to pay dividends in the
foreseeable future, but rather plan to reinvest earnings, if any, in our
business operations.




Section
15(g) of the Securities Exchange Act of 1934




Our
shares are covered by section 15(g) of the Securities Exchange Act of 1934, as
amended that imposes additional sales practice requirements on broker/dealers
who sell such securities to persons other than established customers and
accredited investors (generally institutions with assets in excess of $5,000,000
or individuals with net worth in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 jointly with their spouses). For transactions covered by
the Rule, the broker/dealer must make a special suitability determination for
the purchase and have received the purchaser's written agreement to the
transaction prior to the sale. Consequently, the Rule may affect the ability of
broker/dealers to sell our securities and also may affect your ability to sell
your shares in the secondary market.




Section
15(g) also imposes additional sales practice requirements on broker/dealers who
sell penny securities. These rules require a one page summary of certain
essential items. The items include the risk of investing in penny stocks in both
public offerings and secondary marketing; terms important to in understanding of
the function of the penny stock market, such as id and offer quotes, a dealers
spread and broker/dealer compensation; the broker/dealer compensation, the
broker/dealers duties to its customers, including the disclosures required by
any other penny stock disclosure rules; the customers rights and remedies in
causes of fraud in penny stock transactions; and, the FINRA’s toll free
telephone number and the central number of the North American Administrators
Association, for information on the disciplinary history of broker/dealers and
their associated persons.




Securities
Authorized for Issuance Under Equity Compensation Plans




We have
no equity compensation plans and accordingly we have no shares authorized for
issuance under an equity compensation plan.




Use
of Proceeds




On
August, 2008, we completed our public offering of shares of common stock. SEC
File No. 333-138995, effective December 18, 2007. There was no underwriter
involved in our public offering. We sold 501,000 shares of common stock and
raised $50,100. Since completing our public offering, we spent the proceeds as
follows:


9




Everton
      Capital CorporationUse
      of ProceedsAugust
      31, 2009Bank
      service charge
                    
                    
                    548Stock
      transfer
                    
                    
                    11,839Project
      advance
                    
                    
                    10,000Office
                    
                    
                    2,892Legal/Accounting
                    
                    
                    16,142Rent
                    
                    
                    6,263Working
      Capital
                    
                    
                    2,417TOTAL
                    
                    
                    50,100





ITEM
6.      SELECTED FINANCIAL DATA




We are a
smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are
not required to provide the information under this item.




ITEM
7.      MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.




This
Annual Report on Form 10-K  includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended.  We
have based these forward-looking statements on our current expectations and
projections about future events.  These forward-looking statements are
subject to known and unknown risks, uncertainties and assumptions about us that
may cause our actual results, levels of activity, performance or achievements to
be materially different from any future results, levels of activity, performance
or achievements expressed or implied by such forward-looking
statements.  In some cases, you can identify forward-looking
statements by terminology such as “may,” “will,” “should,” “could,” “would,”
“expect,” “plan,” anticipate,” believe,” estimate,” continue,” or the negative
of such terms or other similar expressions.   The following discussion
should be read in conjunction with our Financial Statements and related Notes
thereto included elsewhere in this report. Throughout this Annual Report we will
refer to Everton Capital Corporation  as "Everton," the "Company,"
"we," "us," and "our."





Plan of Operation





We are a
start-up, exploration stage corporation, but currently the Company’s management
is evaluating options, including looking for new business opportunities, which
may include a change in control of the Company. We have not yet generated or
realized any revenues from our business operations.




In May
2006, Maryna Bilynska, our former president, acquired one mineral property in
trust for us, containing one mining claim in British Columbia, Canada. The
property was staked by Lloyd Brewer. Mr. Brewer was paid $2,500 to stake the
claims. Mr. Brewer is a staking agent located in Vancouver British
Columbia.




We
conducted research in the form of exploration of the property. An exploration
stage corporation is one engaged in the search for mineral deposits or reserves
which are not in either the development or production stage.





There is
substantial doubt we can continue as an on-going business for the next twelve
months unless we obtain additional capital to pay our bills. This is because we
have not generated any revenues and no revenues are anticipated. If we can’t or
don’t raise more money, we will cease operations.  We do not intend to
hire additional employees at this time. We are not going to buy or sell any
plant or significant equipment during the next twelve months


10


Milestones





Everton
completed Phase 1A exploration stage on the property in August 2008 and was
advised by Madman Mining, its consultant, that "Due to the shattered nature of
the jade/nephrite material present (due to previous blasting), and the numerous
amount of inclusions (of talc) within the matrix of the jade itself, it is
recommended that no further exploration be conducted on this project and that
the project should be dropped."  Our management is looking for new
business opportunities, which may include a change of control of the
Company.





On April
23, 2009, the Company’s former majority stockholder sold an individual 5,000,000
shares of the Company’s common stock for $25,000 pursuant to a Majority Stock
Purchase Agreement (MSPA); former majority stockholder agreed to assume and be
liable for any and all liabilities and obligations of Everton occurred prior to
the stock purchase transaction. Pursuant to the terms of the MSPA and
effective as of the closing of the transactions contemplated by the MSPA, the
new shareholder owns 5,000,000 shares of the Company’s common stock out of
5,501,000 shares  issued and outstanding, or approximately
90.89%.





Limited
Operating History; Need for Additional Capital





There is
no historical financial information about us upon which to base an evaluation of
our performance. We are an exploration stage corporation and have not generated
any revenues from operations. We cannot guarantee we will be successful in our
business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital
resources.





Results
of Operations





From
Inception on May 10, 2006





The
Shulaps jade project is located approximately 25 kilometers from Lillooet,
southwestern British Columbia. The jade project is on the southeastern extension
of the Shulaps Range just north of Carpenter Lake. Access to the property is
reached by gravel road along the Yalakom River. A turn off just past La Rochelle
Creek leads to the head waters Hell Creek, the location of Jade project. Access
to the project can also be reached by helicopter, 20 min flight one
way.





In August 2008 we obtained samples from the property and identified the location
of Jade outcrops.





The
landing site for the helicopter was beside an old cabin in a flat area at
approximately 551390E 5630890N 2100 m zone 10. The afternoon of the 30th was
spent walking southeast of the cabin along the road. A number of trenches were
found along the road cut but no exposed outcrops of Jade were observed. The road
however switch backed between the serpentine of the Permian and older Shulaps
Ultramafic complex on the west and the metamorphosed argillaceous sediments of
the Mississippian to Jurassic age Bridge River Complex on the east. The
ultramafic complex is light green to black with variable degrees of hardness.
The Bridge River complex is dark brown to rusty red with obvious sedimentary
layering. The contact between the two units is typically buried by overburden
but can be identified to within 5 m.





Three
samples, obtained using a diamond bladed generated powered rock saw, were taken
from boulders that contained talc, serpentine and variable amounts of
Jade.





Due to
the shattered nature of the jade/nephrite material present (due to previous
blasting), and the numerous amount of inclusions (of talc) within the matrix of
the jade itself, Madman recommended that no further exploration be conducted on
this project and that the project should be dropped.





During
the period of December 1, 2008 through August 31, 2009, no activity was
conducted on the property.


11





Since
inception, Maryna Bilynska, our former sole officer and director paid all our
expenses to stake the property, to incorporate us, and for legal and accounting
expenses. Net cash provided by Ms. Bilynska from inception on May 10, 2006 to
August 31, 2009 was $43,654.





Liquidity and Capital
Resources





We do not
have sufficient cash to operate for the next 12 months. The Company’s management
is currently evaluating options, including looking for new business
opportunities, which may include a change of control of the Company.





Our
former sole officer and director loaned us money for our operations as needed
prior to consummation of the Majority Stock Purchase Agreement dated April 23,
2009. At the present time, we have not made any arrangements to raise additional
cash. If we need additional cash and can't raise it we will either have to
suspend operations until we do raise the cash, or cease operations
entirely.





As of the
date of this report, we have yet to begin operations and therefore we have not
generated any revenues from our business operations.





In July
2006, we issued 5,000,000 shares of common stock to Maryna Bilynska, our sole
officer and director, pursuant the exemption from registration contained in
Regulation S of the Securities Act of 1933. This was accounted for as a purchase
of shares of common stock, in consideration of $50.





In
August, 2008, we completed our public offering by selling 501,000 shares of
common stock and raising $50,100.





On April
23, 2009, Ms. Bilynska sold her 5,000,000 shares to an individual for
$25,000.  Ms. Bilynska assumed all the liabilities and obligation that
occurred prior to the stock purchase transaction.





Recent
accounting pronouncements





On July
1, 2009, the Company adopted Accounting Standards Update (“ASU”) No.
2009-01, “Topic 105 - Generally Accepted Accounting Principles - amendments
based on Statement of Financial Accounting Standards No. 168 , “The FASB
Accounting Standards CodificationTM and the Hierarchy of Generally Accepted
Accounting Principles” (“ASU No. 2009-01”).  ASU No. 2009-01
re-defines authoritative GAAP for nongovernmental entities to be only comprised
of the FASB Accounting Standards CodificationTM (“Codification”) and, for SEC
registrants, guidance issued by the SEC.  The Codification is a
reorganization and compilation of all then-existing authoritative GAAP for
nongovernmental entities, except for guidance issued by the SEC.  The
Codification is amended to effect non-SEC changes to authoritative
GAAP.  Adoption of ASU No. 2009-01 only changed the referencing
convention of GAAP in Notes to the Consolidated Financial
Statements.





In June
2009, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 167,
“Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”), codified as FASB ASC
Topic 810-10, which modifies how a company determines when an entity that is
insufficiently capitalized or is not controlled through voting (or similar
rights) should be consolidated. SFAS 167 clarifies that the determination of
whether a company is required to consolidate an entity is based on, among other
things, an entity’s purpose and design and a company’s ability to direct the
activities of the entity that most significantly impact the entity’s economic
performance. SFAS 167 requires an ongoing reassessment of whether a company is
the primary beneficiary of a variable interest entity. SFAS 167 also requires
additional disclosures about a company’s involvement in variable interest
entities and any significant changes in risk exposure due to that involvement.
SFAS 167 is effective for fiscal years beginning after November 15, 2009. The
Company does not believe the adoption of SFAS 167 will have an impact on its
financial condition, results of operations or cash flows.





In June
2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial
Assets — an amendment of FASB Statement No. 140” (“SFAS 166”), codified as FASB
Topic ASC 860, which requires entities to provide more information regarding
sales of securitized financial assets and similar transactions, particularly if
the entity has continuing exposure to the risks related to transferred financial
assets. SFAS 166 eliminates the concept of a “qualifying special-purpose
entity,” changes the requirements for derecognizing financial assets and
requires additional disclosures. SFAS 166 is effective for fiscal years
beginning after November 15, 2009. The Company does not believe the adoption of
SFAS 166 will have an impact on its financial condition, results of operations
or cash flows.


12





In May
2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS 165”) codified in
FASB ASC Topic 855-10-05, which provides guidance to establish general standards
of accounting for and disclosures of events that occur after the balance sheet
date but before financial statements are issued or are available to be issued.
SFAS 165 also requires entities to disclose the date through which subsequent
events were evaluated as well as the rationale for why that date was selected.
SFAS 165 is effective for interim and annual periods ending after June 15, 2009,
and accordingly, the Company adopted this pronouncement during the year ended
August 31, 2009. SFAS 165 requires that public entities evaluate subsequent
events through the date that the financial statements are issued. The Company
has evaluated subsequent events through November 25, 2009.





In
April 2009, the FASB issued FSP No. SFAS 107-1 and APB 28-1, “Interim
Disclosures about Fair Value of Financial Instruments,” which is codified in
FASB ASC Topic 825-10-50. This FSP essentially expands the disclosure about fair
value of financial instruments that were previously required only annually to
also be required for interim period reporting. In addition, the FSP requires
certain additional disclosures regarding the methods and significant assumptions
used to estimate the fair value of financial instruments. These additional
disclosures are required beginning with the quarter ending June 30, 2009. The
Company does not believe the adoption of this FSP will have an impact on its
financial condition, results of operations or cash flows.





In
April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, “Recognition
and Presentation of Other-Than-Temporary Impairments,” which is codified in FASB
ASC Topic 320-10. This FSP modifies the requirements for recognizing
other-than-temporarily impaired debt securities and changes the existing
impairment model for such securities. The FSP also requires additional
disclosures for both annual and interim periods with respect to both debt and
equity securities. Under the FSP, impairment of debt securities will be
considered other-than-temporary if an entity (1) intends to sell the security,
(2) more likely than not will be required to sell the security before recovering
its cost, or (3) does not expect to recover the security’s entire amortized cost
basis (even if the entity does not intend to sell). The FSP further indicates
that, depending on which of the above factor(s) causes the impairment to be
considered other-than-temporary, (1) the entire shortfall of the security’s fair
value versus its amortized cost basis or (2) only the credit loss portion would
be recognized in earnings while the remaining shortfall (if any) would be
recorded in other comprehensive income. FSP 115-2 requires entities to initially
apply the provisions of the standard to previously other-than-temporarily
impaired debt securities existing as of the date of initial adoption by making a
cumulative-effect adjustment to the opening balance of retained earnings in the
period of adoption. The cumulative-effect adjustment potentially reclassifies
the noncredit portion of a previously other-than-temporarily impaired debt
security held as of the date of initial adoption from retained earnings to
accumulate other comprehensive income. The Company adopted FSP No. SFAS 115-2
and SFAS 124-2 beginning April 1, 2009. This FSP had no material impact on the
Company’s financial position, results of operations or cash flows.





In April
2009, the Financial Accounting Standards Board (“FASB”) issued FSP
No. SFAS 157-4, “Determining Fair Value When the Volume and Level of
Activity for the Asset or Liability Have Significantly Decreased and Identifying
Transactions That Are Not Orderly” (“FSP No. SFAS 157-4”). FSP
No. SFAS 157-4, which is codified in FASB ASC Topics 820-10-35-51 and
820-10-50-2, provides additional guidance for estimating fair value and
emphasizes that even if there has been a significant decrease in the volume and
level of activity for the asset or liability and regardless of the valuation
technique(s) used, the objective of a fair value measurement remains the same.
The Company adopted FSP No. SFAS 157-4 beginning April 1, 2009.
This FSP had no material impact on the Company’s financial position, results of
operations or cash flows.




ITEM
7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.




We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and
are not required to provide the information under this item.


13




ITEM
8.      FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA.




The
financial statements, together with the report thereon, of Everton Capital
Corporation,  as listed under Item 15 appear in a separate section of
this report beginning on page F-1




ITEM 9.     
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.




On April
23, 2009, the Company dismissed Malone & Bailey, PC (“Malone & Bailey”)
as its principal independent public accountant, and engaged Goldman Parks
Kurland Mohidin, LLP (“GPKM”) as its new principal independent accountant. This
decision was approved by the Board of Directors of the Company. Malone &
Bailey audited the Registrant’s financial statements from May 9, 2006
(inception) through February 28, 2009.




During
the Company’s two most recent fiscal years and any subsequent interim period
through April 23, 2009, there have been no disagreements or reportable events
with Malone & Bailey on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Malone & Bailey, would
have caused them to make reference thereto in their reports on the financial
statements for such year. Malone & Bailey’s report on the Company’s
financial statements for the Company’s two most recent fiscal years did not
contain an adverse opinion or disclaimer of opinion, and was not modified as to
uncertainty, audit scope, or accounting principles except that Malone &
Bailey’s report on the financial statements of the Company as of and for the
year ended August 31, 2008 contained a separate paragraph stating:




“The
accompanying financial statements have been prepared assuming that Everton will
continue as a going concern. As discussed in Note 3 to the financial statements,
Everton has suffered recurring losses from operations which raises substantial
doubt about its ability to continue as a going concern. Management’s plans
regarding those matters also are described in Note 3. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.”




During
the Registrant’s most recent two fiscal years, as well as the subsequent interim
period through the April 23, 2009, Malone & Bailey did not advise the
Company of any of the matters identified in Item 304(a)(1)(v)(A) - (D) of
Regulation S-K.





During
the Registrant’s two most recent fiscal years and the interim period ended April
23, 2009, the Company has not consulted with GPKM regarding any matters or
reportable events described in Items 304(a)(2)(i) and (ii) of Regulation
S-K.




ITEM 9A (T).   
CONTROLS AND PROCEDURES.




Evaluation
of Disclosure Controls and Procedures




We
maintain “disclosure controls and procedures,” as such term is defined in Rule
13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that
are designed to ensure that information required to be disclosed in our Exchange
Act reports is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission rules and forms, and
that such information is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosure. We
conducted an evaluation (the “Evaluation”), under the supervision and with the
participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer
(“CFO”), of the effectiveness of the design and operation of our disclosure
controls and procedures (“Disclosure Controls”) as of the end of the period
covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on
this Evaluation, our CEO and CFO concluded that our Disclosure Controls were
effective as of the end of the period covered by this report.


14




Management’s
Report on Internal Control over Financial Reporting




The
following report shall not be deemed to be filed for purposes of Section 18
of the Exchange Act or otherwise subject to the liabilities of that section,
unless we specifically state that the report is to be considered “filed” under
the Exchange Act or incorporate it by reference into a filing under the
Securities Act or the Exchange Act.




Our management is
responsible for establishing and maintaining adequate internal control over
financial reporting as defined under Exchange Act Rules 13a-15(f). Internal
control over financial reporting is designed to provide reasonable assurance
regarding the reliability of our financial reporting and preparation of
financial statements for external purposes in accordance with U.S. GAAP.
Internal control over financial reporting includes maintaining records that in
reasonable detail accurately and fairly reflect our transactions; providing
reasonable assurance that transactions are recorded as necessary for preparation
of our financial statements in accordance with U.S. GAAP; providing
reasonable assurance that our receipts and expenditures are made in accordance
with authorizations of our management and directors; and providing reasonable
assurance that unauthorized acquisition, use or disposition of our assets that
could have a material effect on our financial statements would be prevented or
detected on a timely basis. Because of its inherent limitations, internal
control over financial reporting is not intended to provide absolute assurance
that a misstatement of our financial statements would be prevented or detected.
Furthermore, management does not expect that our disclosure controls and
procedures or our internal control over financial reporting will prevent or
detect all error and fraud. Any control system, no matter how well designed and
operated, is based upon certain assumptions and can provide only reasonable, not
absolute, assurance that its objectives will be met. Further, no evaluation of
controls can provide absolute assurance that misstatements due to error or fraud
will not occur or that all control issues and instances of fraud, if any, within
the Company have been detected.





An
evaluation was performed, under the supervision and with the participation of
Company management, including the CEO and the CFO, of the effectiveness of the
design and operation of the Company’s disclosure controls and procedures (as
defined in Rules 13a-14(c) and 15d-14(c) under the Exchange Act). Based on that
evaluation, management, including the CEO and CFO, has concluded that, as of
August 31, 2009, the Company’s disclosure controls and procedures were adequate
to ensure that information required to be disclosed in reports that the Company
files or submits under the Exchange Act has been recorded, processed, summarized
and reported in accordance with the rules and forms of the SEC.




This
annual report does not include an attestation report of the company’s registered
public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the company’s registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the company to provide only management’s report
in this annual report.




Changes
in Internal Controls




We
have also evaluated our internal controls for financial reporting, and there
have been no significant changes in our internal controls or in other factors
that could significantly affect those controls subsequent to the date of their
last evaluation.




ITEM
9B.    OTHER INFORMATION




None.




PART
III




ITEM
10.      DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.




Officers
and Directors




Our
sole director serves until his successor is elected and qualified. Our sole
officer is elected by the board of directors to a term of one (1) year and
serves until her successor is duly elected and qualified, or until he is removed
from office. We do not have a nominating committee or a compensation committee.
We do have an audit committee and disclosure committee.


15




The name, address, age and position of our present sole officer and director is
set forth below:




Name and Address
            Age
            Position(s)Jonathan
      Woo
            30
            president,
      principal executive officer, treasurerprincipal
      financial officer, principal accounting officerand
      the sole member of the board of
directors.





603, Unit
3, DongFeng South Road, NaShiLiJu 34,


ChaoYang
District, Beijing, China 100016




Effective
on April 23, 2009, the Board of Directors (the "Board") appointed Jonathan Woo
as a director of the Company and accepted the resignation of Maryna Bilynska as
Chief Executive Officer, President, Chief Financial Officer, Treasurer,
Secretary, and director of the Company. Ms. Bilynska resigned in order to pursue
other interests and did not indicate that her resignation was a result of any
disagreement with the Company on any matter relating to the Company's
operations, policies or practices. The board appointed Mr. Woo as the Chief
Executive Officer, President, Chief Financial Officer, Treasurer and
Secretary.




Mr. Woo
is 30 years old and has been an independent business consultant advising
companies in strategic development and corporate communications since 2006. From
2004 to 2005 he worked as a deputy director at the GanSu Municipal Government in
charge of administrative and corporate liaison. From 1998 to 2003, he was an
information services officer at the Chinese military academy. During the same
period, he received a Bachelor’s degree in computer information systems from the
Chinese College of Higher Education distance program.




Involvement
in Certain Legal Proceedings




Other
than as described in this section, to our knowledge, during the past five years,
no present or former director or executive officer of our company: (1) filed a
petition under the federal bankruptcy laws or any state insolvency law, nor had
a receiver, fiscal agent or similar officer appointed by a court for the
business or present of such a person, or any partnership in which he was a
general partner at or within two years before the time of such filing, or any
corporation or business association of which he was an executive officer within
two years before the time of such filing; (2) was convicted in a criminal
proceeding or named subject of a pending criminal proceeding (excluding traffic
violations and other minor offenses); (3) was the subject of any order, judgment
or decree, not subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining him from or
otherwise limiting the following activities: (i) acting as a futures commission
merchant, introducing broker, commodity trading advisor, commodity pool
operator, floor broker, leverage transaction merchant, associated person of any
of the foregoing, or as an investment advisor, underwriter, broker or dealer in
securities, or as an affiliated person, director of any investment company, or
engaging in or continuing any conduct or practice in connection with such
activity; (ii) engaging in any type of business practice; (iii) engaging in any
activity in connection with the purchase or sale of any security or commodity or
in connection with any violation of federal or state securities laws or federal
commodity laws; (4) was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any federal or state authority
barring, suspending or otherwise limiting for more than 60 days the right of
such person to engage in any activity described above under this Item, or to be
associated with persons engaged in any such activity; (5) was found by a court
of competent jurisdiction in a civil action or by the Securities and Exchange
Commission to have violated any federal or state securities law and the judgment
in subsequently reversed, suspended or vacate; (6) was found by a court of
competent jurisdiction in a civil action or by the Commodity Futures Trading
Commission to have violated any federal commodities law, and the judgment in
such civil action or finding by the Commodity Futures Trading Commission has not
been subsequently reversed, suspended or vacated.


16




Audit
Committee and Charter




We have a
separately-designated audit committee of the board. Audit committee functions
are performed by our board of directors. None of our directors are deemed
independent. All directors also hold positions as our officers. Our audit
committee is responsible for: (1) selection and oversight of our independent
accountant; (2) establishing procedures for the receipt, retention and treatment
of complaints regarding accounting, internal controls and auditing matters; (3)
establishing procedures for the confidential, anonymous submission by our
employees of concerns regarding accounting and auditing matters; (4) engaging
outside advisors; and, (5) funding for the outside auditory and any outside
advisors engagement by the audit committee.




Audit
Committee Financial Expert




None of
our directors or officers have the qualifications or experience to be considered
a financial expert. We believe the cost related to retaining a financial expert
at this time is prohibitive. Further, because of our limited operations, we
believe the services of a financial expert are not warranted.




Disclosure
Committee and Charter




We have a
disclosure committee and disclosure committee charter. Our disclosure committee
is comprised of all of our officers and directors. The purpose of the committee
is to provide assistance to the Chief Executive Officer and the Chief Financial
Officer in fulfilling their responsibilities regarding the identification and
disclosure of material information about us and the accuracy, completeness and
timeliness of our financial reports. A copy of the disclosure committee charter
is filed as an exhibit to this report.




Code
of Ethics




We have
adopted a corporate code of ethics. We believe our code of ethics is reasonably
designed to deter wrongdoing and promote honest and ethical conduct; provide
full, fair, accurate, timely and understandable disclosure in public reports;
comply with applicable laws; ensure prompt internal reporting of code
violations; and provide accountability for adherence to the code. A copy of the
code of ethics has been filed with the SEC.




Section
16(a) Beneficial Ownership Reporting Compliance





Section 16(a) of the Exchange Act
requires our executive officers and directors, and persons who beneficially own
more than 10% of our equity securities, to file reports of ownership and changes
in ownership with the Securities and Exchange Commission. Officers, directors
and greater than 10% shareholders are required by SEC regulation to furnish us
with copies of all Section 16(a) forms they file. Based on our review of the
copies of such forms we received, we believe that during the fiscal year ended
August 31, 2009 all such filing requirements applicable to our officers and
directors were complied with exception that reports were filed late by the
following persons:





FailuresTo File aName and principal
                                    
                                    Late
                                    
                                    Not Timely
                                    
                                    Requiredposition
                                    
                                    Reports
                                    
                                    Reported
                                    
                                    FormJonathan
      Woo President
                                    
                                    0
                                    
                                    0
                                    
                                    1


17




ITEM
11.      EXECUTIVE COMPENSATION




As a “Smaller Reporting Company,” the we have elected to follow
scaled disclosure requirements for smaller reporting companies with respect to
the disclosure required by Item 402 of Regulation S-K. Under the scaled
disclosure obligations, the Company is not required to provide a Compensation
Discussion and Analysis, Compensation Committee Report and certain other tabular
and narrative disclosures relating to executive compensation.




The
following table sets forth the compensation paid by us from inception on
November 8, 2006 through our fiscal year end, August 31, 2009, for our former
and current sole officer. This information includes the dollar value of base
salaries, bonus awards and number of stock options granted, and certain other
compensation, if any. The compensation discussed addresses all compensation
awarded to, earned by, or paid to our named executive officer.




Executive
Officer Compensation Table


Non-
                              
                              
                              NonqualifiedEquity
                              
                              
                              Deferred
                              
                              
                              AllIncentive
                              
                              
                              Compensa-
                              
                              
                              OtherStock
                              
                              
                              Option
                              
                              
                              Plan
                              
                              
                              tion
                              
                              
                              Compen-Name and
                              
                              
                              
                              Salary
                              
                              
                              Bonus
                              
                              
                              Awards
                              
                              
                              Awards
                              
                              
                              Compensation
                              
                              
                              Earnings
                              
                              
                              sation
                              
                              
                              TotalPrincipal Position
                              
                              Year
                              
                              (US$)
                              
                              
                              (US$)
                              
                              
                              (US$)
                              
                              
                              (US$)
                              
                              
                              (US$)
                              
                              
                              (US$)
                              
                              
                              (US$)
                              
                              
                              (US$)(a)
                              
                              (b)
                              
                              (c)
                              
                              
                              (d)
                              
                              
                              (e)
                              
                              
                              (f)
                              
                              
                              (g)
                              
                              
                              (h)
                              
                              
                              (i)
                              
                              
                              (j)Maryna
      Bilynska
                              
                              2009
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0Former
      President
                              
                              2008
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              02007
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              02006
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0Jonathan
      Woo
                              
                              2009
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0President




We have
not plan to pay any additional salaries at this time. We will not begin paying
salaries again until we have adequate funds to do so.




Long-Term
Incentive Plan Awards




We not
have any long-term incentive plans that provide compensation intended to serve
as incentive for performance.




Employment
Contracts




As of the
date hereof, we have not entered into employment contracts with any of our
officers and do not intend to enter into any employment contracts until such
time as it profitable to do so.


18




Indemnification




Under our
Bylaws, we may indemnify an officer or director who is made a party to any
proceeding, including a lawsuit, because of her position, if she acted in good
faith and in a manner she reasonably believed to be in our best interest. We may
advance expenses incurred in defending a proceeding. To the extent that the
officer or director is successful on the merits in a proceeding as to which she
is to be indemnified, we must indemnify her against all expenses incurred,
including attorney's fees. With respect to a derivative action, indemnity may be
made only for expenses actually and reasonably incurred in defending the
proceeding, and if the officer or director is judged liable, only by a court
order. The indemnification is intended to be to the fullest extent permitted by
the laws of the State of Nevada.




Regarding
indemnification for liabilities arising under the Securities Act of 1933, which
may be permitted to directors or officers under Nevada law, we are informed
that, in the opinion of the Securities and Exchange Commission, indemnification
is against public policy, as expressed in the Act and is, therefore,
unenforceable.





Change-In-Control
Agreements





We do not
have any existing arrangements providing for payments or benefits in connection
with the resignation, severance, retirement or other termination of any of our
named executive officers, changes in their compensation or a change in
control.





Impact
of Accounting and Tax Treatment of Compensation




Section 162(m)
of the Internal Revenue Code disallows a tax deduction to publicly held
companies for compensation paid to the principal executive officer and to each
of the three other most highly compensated officers (other than the principal
financial officer) to the extent that such compensation exceeds
$1.0 million per covered officer in any fiscal year. The limitation applies
only to compensation that is not considered to be performance-based.
Non-performance-based compensation paid to our executive officers during fiscal
2008 did not exceed the $1.0 million limit per officer, and we do not
expect the non-performance-based compensation to be paid to our executive
officers during fiscal 2009 to exceed that limit. Because it is unlikely that
the cash compensation payable to any of our executive officers in the
foreseeable future will approach the $1.0 million limit, we do not expect
to take any action to limit or restructure the elements of cash compensation
payable to our executive officers so as to qualify that compensation as
performance-based compensation under Section 162(m). We will reconsider
this decision should the individual cash compensation of any executive officer
ever approach the $1.0 million level.




Compensation
of Directors




The following table sets forth the
compensation paid by us for our 2009 fiscal year end, to our former and current
sole director. This information includes the dollar value of base salaries,
bonus awards and number of stock options granted, and certain other
compensation, if any. The compensation discussed addresses all compensation
awarded to, earned by, or paid to our named director.Our directors do not receive any
compensation for serving as members of the board of directors.We do not maintain a
medical, dental or retirement benefits plan for the
directors.


19




Director’s Compensation TableFeesEarned
                
                
                
                
                
                
                
                
                
                
                
                Nonqualifiedor
                
                
                
                
                
                
                
                
                Non-Equity
                
                
                DeferredPaid in
                
                
                Stock
                
                
                Option
                
                
                Incentive Plan
                
                
                Compensation
                
                
                All OtherCash
                
                
                Awards
                
                
                Awards
                
                
                Compensation
                
                
                Earnings
                
                
                Compensation
                
                
                TotalName
                
                (US$)
                
                
                (US$)
                
                
                (US$)
                
                
                (US$)
                
                
                (US$)
                
                
                (US$)
                
                
                (US$)(a)
                
                (b)
                
                
                (c)
                
                
                (d)
                
                
                (e)
                
                
                (f)
                
                
                (g)
                
                
                (h)Maryna
      Bilynska
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0Jonathan
      Woo
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0




ITEM
12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT




The
following table sets forth, as of August, 31, 2009, the total number of shares
owned beneficially by each of our directors, officers and key employees,
individually and as a group, and the present owners of 5% or more of our total
outstanding shares. The stockholder listed below have direct ownership of
his/her shares and possess voting and dispositive power with respect to the
shares. The percentage of ownership set forth below is based on 5,501,000 shares
of our common stock issued and outstanding as of August, 31, 2009.




Direct Amount of
                          
                          
                          
                          PercentName of Beneficial Owner
                          
                          Ownership
                          
                          Position
                          
                          of ClassJonathan
      Woo
                          
                          
                          5,000,000
                          
                          President,
      Principal Executive Officer,
                          
                          
                          90.89
                          %Secretary,
      Treasurer, Principal FinancialOfficer,
      Principal Accounting Officer andsole
      DirectorAll
      Officers and Directors as a
                          
                          
                          5,000,000
                          
                          
                          
                          
                          90.89
                          %Group
      (1 Person)




Securities
authorized for issuance under equity compensation plans.




We have no equity compensation plans.




ITEM
13.      CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS




Under Item 404 of SEC Regulation S-K, a related person
transaction is any actual or proposed transaction, arrangement or relationship
or series of similar transactions, arrangements or relationships, including
those involving indebtedness not in the ordinary course of business, since the
beginning of our last fiscal year, to which we or our subsidiaries were or are a
party, or in which we or our subsidiaries were or are a participant, in which
the amount involved exceeded or exceeds $120,000 and in which any of our
directors, nominees for director, executive officers, beneficial owners of more
than 5% of any class of our voting securities, or any member of the immediate
family of any of the foregoing persons, had or will have a direct or indirect
material interest.





There
were no transactions with any related persons (as that term is defined in Item
404 in Regulation SK) during the fiscal year ended August 31, 2009, or any
currently proposed transaction, in which we were or are to be a participant and
the amount involved was in excess of $120,000 and in which any related person
had a direct or indirect material interest.


20




ITEM
14.      PRINCIPAL ACCOUNTING FEES AND
SERVICES




(1)
Audit Fees




The
aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for our audit of annual financial
statements and review of financial statements included in our Form 10-Qs or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years
was:




2009
                  
                  $
                  2,500
                  
                  Goldman Parks Kurland Mohidin, LLP2009
                  
                  $
                  0
                  
                  Malone & Bailey, P.C.2008
                  
                  $
                  15,000
                  
                  Malone & Bailey, P.C.2007
                  
                  $
                  10,000
                  
                  Malone & Bailey, P.C.




(2)
Audit-Related Fees




The
aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountants that are reasonably related to the
performance of the audit or review of our financial statements and are not
reported in the preceding paragraph:




2009
                  
                  $
                  0
                  
                  Goldman Parks Kurland Mohidin, LLP2009
                  
                  $
                  0
                  
                  Malone & Bailey, P.C.2008
                  
                  $
                  0
                  
                  Malone & Bailey, P.C.2007
                  
                  $
                  0
                  
                  Malone & Bailey, P.C.




(3)
Tax Fees




The
aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice,
and tax planning was:




2009
                  
                  $
                  0
                  
                  Goldman Parks Kurland Mohidin, LLP2009
                  
                  $
                  0
                  
                  Malone & Bailey, P.C.2008
                  
                  $
                  0
                  
                  Malone & Bailey, P.C.2007
                  
                  $
                  0
                  
                  Malone & Bailey, P.C.




(4)
All Other Fees




The
aggregate fees billed in each of the last two fiscal years for the products and
services provided by the principal accountant, other than the services reported
in paragraphs (1), (2), and (3) was:




2009
                  
                  $
                  0
                  
                  Goldman Parks Kurland Mohidin, LLP2009
                  
                  $
                  0
                  
                  Malone & Bailey, P.C.2008
                  
                  $
                  0
                  
                  Malone & Bailey, P.C.2007
                  
                  $
                  0
                  
                  Malone & Bailey, P.C.




(5)
Our audit committee’s pre-approval policies and procedures described in
paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee
pre-approve all accounting related activities prior to the performance of any
services by any accountant or auditor.




(6)
The percentage of hours expended on the principal accountant’s engagement to
audit our financial statements for the most recent fiscal year that were
attributed to work performed by persons other than the principal accountant’s
full time, permanent employees was 0%.


21




ITEM
15.       EXHIBITS, FINANCIAL STATEMENT
SCHEDULES.




(a)(1)                      Financial
Statements





See Index
to Consolidated Financial Statements on page F-1 of this
Form 10-K.




(a)(2)                      Financial Statement
Schedules:




Not
applicable.





(b)           Exhibits




The
exhibits required by this item are set forth on the Exhibit Index attached
hereto.





(c)                        Financial
Statement Schedules





Not
applicable.


22


Everton Capital Corporation


(An
Exploration Stage Company)


For
the Years Ended August 31, 2009, and 2008





Contents




PageReports
      of Independent Registered Public Accounting Firms
                          
                          F-2Financial
      Statements:Balance
      Sheets as of August 31, 2009 and 2008
                          
                          F-4Statements
      of Expensesfor
      the years ended August 31, 2009 and 2008
                          
                          F-5Statements
      of Cash Flows for the years endedAugust
      31, 2009 and 2008
                          
                          F-6Statement
      of Stockholders'  Deficit for the years endedAugust
      31, 2009 and 2008
                          
                          F-7Notes
      to Financial Statements
                          
                          F-8




F-1




REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the
Board of Directors


Everton
Capital Corporation


Beijing,
China


We have
audited the accompanying balance sheet of Everton Capital Corporation (an
exploration stage company) (the “Company”) as of August 31, 2009, and the
related statements of expenses, stockholders’ deficit and cash flows for the
year then ended.  The statements of expenses, stockholders’ deficit
and cash flows included in the cumulative information from inception (May 10,
2006) to August 31, 2008 have been audited by other auditors whose report is
presented separately in the Company’s 10-K filing.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audit.




We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable basis
for our opinion.




In our
opinion, based on our audit, the financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of
August 31, 2009 and 2008, and the results of its operations and its cash flows
for the years then ended.  Further, in our opinion, based on our audit
and the report of other auditors’ as referred to above, the financial statements
fairly present in all material respects, the results of the Company’s operations
and cash flows for the period from inception (May 10, 2006) to August 31, 2009
in  conformity with U.S. generally accepted accounting
principles.




The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern.  As discussed in Note 3 to the financial
statements, the Company has incurred significant losses from operations and has
an accumulated deficit of $109,916 as of August 31, 2009. These conditions raise
substantial doubt about the Company’s ability to continue as a going concern.
These financial statements do not include any adjustments that might result from
such uncertainty.




/s/
Goldman Parks Kurland Mohidin




Encino,
California




November
23, 2009


F-2




REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the
Stockholders


Everton
Capital Corporation


Beijing,
China




We have
audited the accompanying consolidated balance sheet of Everton Capital
Corporation as of August 31, 2008 and the related consolidated statements of
operations, shareholders’ equity, and cash flows for the year then ended and the
period from May 10, 2006 (inception) through August 31, 2008. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.




We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform an audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.




In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Everton Capital Corporation as of
December 31, 2007 and the results of operations and cash flows for the year then
ended, in conformity with accounting principles generally accepted in the United
States of America.




/s/
Malone & Bailey, PC




www.malone-bailey.com




Houston,
Texas






November
24, 2008




F-3




Everton
Capital Corporation


(An
Exploration Stage Company)


BALANCE
SHEETS





As of August 31,
                                          
                                          
                                          As of August 31,2009
                                          
                                          
                                          2008ASSETSCURRENT
      ASSETSCash
      & cash equivalents
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          27,180Prepaid
      Expenses
                                          
                                          
                                          -
                                          
                                          
                                          
                                          7,500Total
      current assets
                                          
                                          
                                          -
                                          
                                          
                                          
                                          34,680TOTAL
      ASSETS
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          34,680LIABILITIES
      AND STOCKHOLDERS'  (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable & accrued liabilities
                                          
                                          $
                                          4,750
                                          
                                          
                                          $
                                          9,530Related
      party loan
                                          
                                          
                                          -
                                          
                                          
                                          
                                          43,194Total
      current liabilities
                                          
                                          
                                          4,750
                                          
                                          
                                          
                                          52,724COMMITMENT
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -STOCKHOLDERS'  (DEFICIT)Preferred
      stock, $.00001 par value;  100,000,000 sharesauthorized;  none
      issued and outstanding
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -Common
      stock,  $.00001 par value;  100,000,000
      sharesauthorized;  5,501,000
      shares issued and outstanding
                                          
                                          
                                          55
                                          
                                          
                                          
                                          55Additional
      paid in capital
                                          
                                          
                                          105,111
                                          
                                          
                                          
                                          51,595Deficit
      accumulated during the exploration stage
                                          
                                          
                                          (109,916
                                          )
                                          
                                          
                                          (69,694
                                          )Total
      stockholders' (deficit)
                                          
                                          
                                          (4,750
                                          )
                                          
                                          
                                          (18,044
                                          )TOTAL
      LIABILITIES AND STOCKHOLDERS'  (DEFICIT)
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          34,680





The
accompanying notes are an integral part of these financial
statements.




F-4




Everton
Capital Corporation


(An
Exploration Stage Company)


STATEMENTS
OF EXPENSES




From May 10, 2006Year ended
                                
                                
                                (inception) throughAugust 31,
                                
                                
                                August 31,2009
                                
                                
                                2008
                                
                                
                                2009ExpensesGeneral
      and administrative expenses
                                
                                $
                                40,092
                                
                                
                                $
                                39,636
                                
                                
                                $
                                104,874Interest
      expense
                                
                                
                                130
                                
                                
                                
                                4,912
                                
                                
                                
                                5,042Operating
      loss
                                
                                
                                (40,222
                                )
                                
                                
                                (44,548
                                )
                                
                                
                                (109,916
                                )Net
      loss
                                
                                $
                                (40,222
                                )
                                
                                $
                                (44,548
                                )
                                
                                $
                                (109,916
                                )Weighted
      average number of shares outstanding
                                
                                
                                5,501,000
                                
                                
                                
                                5,081,569
                                
                                
                                
                                N/ABasic
      and diluted net loss per share
                                
                                $
                                (0.01
                                )
                                
                                $
                                (0.01
                                )
                                
                                
                                N/A





The
accompanying notes are an integral part of these financial
statements.




F-5




EVERTON
CAPITAL CORPORATION


(An
Exploration Stage Company)


STATEMENTS
OF CASH FLOWS





From May 10, 2006Year ended
                      
                      
                      (inception) throughAugust 31,
                      
                      
                      August 31,2009
                      
                      
                      2008
                      
                      
                      2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss for the period
                      
                      $
                      (40,222
                      )
                      
                      $
                      (44,548
                      )
                      
                      $
                      (109,916
                      )Adjustments
      to reconcile net loss to net cashused
      in operating activities:Amortization
      of deferred offering costs
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      12,500Imputed
      consulting expense
                      
                      
                      1,750
                      
                      
                      
                      3,000
                      
                      
                      
                      8,750Imputed
      rent expense
                      
                      
                      -
                      
                      
                      
                      3,000
                      
                      
                      
                      7,000Imputed
      interest
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      4,912Changes
      inPrepaid
      Expenses
                      
                      
                      7,500
                      
                      
                      
                      (7,500
                      )
                      
                      
                      -Accounts
      payable and accrued liabilities
                      
                      
                      3,332
                      
                      
                      
                      7,588
                      
                      
                      
                      (4,550
                      )Net
      cash used in operating activities
                      
                      
                      (27,640
                      )
                      
                      
                      (38,460
                      )
                      
                      
                      (81,304
                      )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from issuance of common stock
                      
                      
                      -
                      
                      
                      
                      50,100
                      
                      
                      
                      50,150Payment
      of deferred offering costs
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (12,500
                      )Increase
      in related party loan
                      
                      
                      460
                      
                      
                      
                      15,482
                      
                      
                      
                      43,654Net
      cash provided by financing activities
                      
                      
                      460
                      
                      
                      
                      65,582
                      
                      
                      
                      81,304(DECREASE)
      INCREASE IN CASH & CASH EQUIVALENTS
                      
                      
                      (27,180
                      )
                      
                      
                      27,122
                      
                      
                      
                      -CASH
      & CASH EQUIVALENTS, BEGINNING OF PERIOD
                      
                      
                      27,180
                      
                      
                      
                      58
                      
                      
                      
                      -CASH
      & CASH EQUIVALENTS, END OF PERIOD
                      
                      $
                      -
                      
                      
                      $
                      27,180
                      
                      
                      $
                      -Supplemental
      Cash flow data:Income
      tax paid
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -Interest
      paid
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -Non-cash
      investing and financing activities:Contribution
      by former officer
                      
                      $
                      1,750
                      
                      
                      $
                      4,500
                      
                      
                      $
                      15,750Liabilities
      assumed by former officer
                      
                      $
                      51,766
                      
                      
                      $
                      -
                      
                      
                      $
                      51,766





The
accompanying notes are an integral part of these financial
statements.




F-6




EVERTON
CAPITAL CORPORATION


(An
Exploration Stage Company)


STATEMENTS
OF STOCKHOLDERS’ (DEFICIT)


From
May 10, 2006 (Inception) to August 31, 2009




DeficitAccumulatedAdditional
                
                
                During theCommon Shares
                
                
                Paid-in
                
                
                ExplorationNumber
                
                
                Par Value
                
                
                Capital
                
                
                Stage
                
                
                TotalCommon
      stock issued for cash
                
                
                5,000,000
                
                
                $
                50
                
                
                $
                -
                
                
                $
                -
                
                
                $
                50Contribution
      by officer
                
                
                -
                
                
                
                -
                
                
                
                2,000
                
                
                
                -
                
                
                
                2,000Net
      loss for the period
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (9,373
                )
                
                
                (9,373
                )Balance,
      at August 31, 2006
                
                
                5,000,000
                
                
                
                50
                
                
                
                2,000
                
                
                
                (9,373
                )
                
                
                (7,323
                )Contribution
      by officer
                
                
                -
                
                
                
                -
                
                
                
                6,000
                
                
                
                -
                
                
                
                6,000Net
      loss for the period
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (15,773
                )
                
                
                (15,773
                )Balance,  at
      August 31, 2007
                
                
                5,000,000
                
                
                
                50
                
                
                
                8,000
                
                
                
                (25,146
                )
                
                
                (17,096
                )Common
      stock issued for cash
                
                
                501,000
                
                
                
                5
                
                
                
                50,095
                
                
                
                -
                
                
                
                50,100Contribution
      by officer
                
                
                -
                
                
                
                -
                
                
                
                6,000
                
                
                
                -
                
                
                
                6,000Deferred
      Offering Costs
                
                
                -
                
                
                
                -
                
                
                
                (12,500
                )
                
                
                -
                
                
                
                (12,500
                )Net
      loss for the period
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (44,548
                )
                
                
                (44,548
                )Balance,
      at August 31, 2008
                
                
                5,501,000
                
                
                
                55
                
                
                
                51,595
                
                
                
                (69,694
                )
                
                
                (18,044
                )Contribution
      by former officer
                
                
                -
                
                
                
                -
                
                
                
                1,750
                
                
                
                -
                
                
                
                1,750Liabilities
      assumed by former officer
                
                
                -
                
                
                
                -
                
                
                
                51,766
                
                
                
                -
                
                
                
                51,766Net
      loss for the period
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (40,222
                )
                
                
                (40,222
                )Balance,
      at August 31, 2009
                
                
                5,501,000
                
                
                $
                55
                
                
                $
                105,111
                
                
                $
                (109,916
                )
                
                $
                (4,750
                )





The
accompanying notes are an integral part of these financial
statements.




F-7


EVERTON
CAPITAL CORPORATION


(An Exploration
Stage Company)


NOTES TO
THE FINANCIAL STATEMENTS


For the
Years Ended August 31, 2009, and 2008





NOTE
1 – ORGANIZATION




Everton
Capital Corporation (“Everton” or “Company”) was incorporated in Nevada on May
10, 2006 and is in the exploration stage. Everton acquired a mineral property in
British Columbia and has determined that the property contains reserves that are
economically recoverable. The recoverability of amounts from the property depend
upon the discovery of economically recoverable reserves, confirmation of
Everton’s interest in the underlying property, ability to obtain necessary
financing to satisfy the expenditure requirements under the property agreement
and to complete the development of the property and upon future profitable
production or proceeds for the sale thereof.





Pursuant
to a Majority Stock Purchase Agreement (MSPA) dated April 23, 2009, the
Company’s former majority stockholder and officer sold an individual 5,000,000
shares of the Company’s common stock, for $25,000; former majority stockholder
agreed to assume and be liable for any and all liabilities and obligations of
Everton that were occurred prior to closing of the stock purchase. Pursuant to
the terms of the MSPA and effective as of the closing of the transactions
contemplated by the MSPA, the new shareholder owns 5,000,000 shares of the
Company’s common stock out of 5,501,000 shares  issued and
outstanding, or 90.89%.





NOTE 2
- SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES




Use of
Estimates




The
preparation of these financial statements in conformity with United
States Generally Accepted Accounting Principals requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.





Income
Taxes




The
Company utilizes SFAS No. 109, “Accounting for Income Taxes,” codified in
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) Topic 740, which requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of events that were
included in the financial statements or tax returns. Under this method, deferred
income taxes are recognized for the tax consequences in future years of
differences between the tax bases of assets and liabilities and their financial
reporting amounts at each period end based on enacted tax laws and statutory tax
rates applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established, when necessary, to reduce
deferred tax assets to the amount expected to be realized.





The
Company adopted the provisions of FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes, (codified in FASB ASC Topic 740) on January 1,
2007. As a result of the implementation of FIN 48, the Company made a
comprehensive review of its portfolio of tax positions in accordance with
recognition standards established by FIN 48. As a result of the implementation
of Interpretation 48, the Company recognized no material adjustments to
liabilities or stockholders’ equity. When tax returns are filed, it is highly
certain that some positions taken would be sustained upon examination by the
taxing authorities, while others are subject to uncertainty about the merits of
the position taken or the amount of the position that would be ultimately
sustained. The benefit of a tax position is recognized in the financial
statements in the period during which, based on all available evidence,
management believes it is more likely than not that the position will be
sustained upon examination, including the resolution of appeals or litigation
processes, if any. Tax positions taken are not offset or aggregated with other
positions. Tax positions that meet the more-likely-than-not recognition
threshold are measured as the largest amount of tax benefit that is more than 50
percent likely of being realized upon settlement with the applicable taxing
authority. The portion of the benefits associated with tax positions taken that
exceeds the amount measured as described above is reflected as a liability for
unrecognized tax benefits in the accompanying balance sheets along with any
associated interest and penalties that would be payable to the taxing
authorities upon examination. Interest associated with unrecognized tax benefits
are classified as interest expense and penalties are classified in selling,
general and administrative expenses in the statements of income. At August 31,
2009 and 2008, the Company did not take any uncertain positions that would
necessitate recording of tax related liability.


F-8


EVERTON
CAPITAL CORPORATION


(An Exploration
Stage Company)


NOTES TO
THE FINANCIAL STATEMENTS


For the
Years Ended August 31, 2009, and 2008





Statement of Cash
Flows




In
accordance with SFAS No. 95, “Statement of Cash Flows,” (codified in FASB ASC
Topic 230), cash flows from the Company's operations are calculated based upon
the local currencies.  As a result, amounts related to assets and
liabilities reported on the statement of cash flows may not necessarily agree
with changes in the corresponding balances on the balance sheet.





Basic and Diluted Earnings
per Share (EPS)




Basic EPS
is computed by dividing income available to common shareholders by the weighted
average number of common shares outstanding for the period. Diluted EPS is
computed similarly to basic net income per share except that the denominator is
increased to include the number of additional common shares that would have been
outstanding if the potential common shares had been issued and if the additional
common shares were dilutive. Diluted EPS is based on the assumption that all
dilutive convertible shares and stock options were converted or exercised.
Dilution is computed by applying the treasury stock method. Under this method,
options and warrants are assumed to be exercised at the beginning of the period
(or at the time of issuance, if later), and as if funds obtained thereby were
used to purchase common stock at the average market price during the period. For
the years ended August 31, 2009 and 2008, the Company had no dilutive
securities.





Fair Value of Financial
Instruments




SFAS No.
107, “Disclosures about Fair Value of Financial Instruments,” codified in FASB
ASC Financial Instruments, Topic 825, requires the Company disclose estimated
fair values of financial instruments. The carrying amounts reported in the
statements of financial position for current assets and current liabilities
qualifying as financial instruments are a reasonable estimate of fair
value.





Fair Value
Measurements




On
January 1, 2008, the Company adopted SFAS No. 157, “Fair Value Measurements,”
codified in FASB ASC Financial Instruments, Topic 820. SFAS 157 defines fair
value, establishes a three-level valuation hierarchy for disclosures of fair
value measurement and enhances disclosures requirements for fair value
measures.  The three levels are defined as follow:





o
            Level
      1 inputs to the valuation methodology are quoted prices (unadjusted) for
      identical assets or liabilities in active markets.o
            Level
      2 inputs to the valuation methodology include quoted prices for similar
      assets and liabilities in active markets, and inputs that are observable
      for the asset or liability, either directly or indirectly, for
      substantially the full term of the financial instrument.o
            Level
      3 inputs to the valuation methodology are unobservable and significant to
      the fair value measurement.


As
of August 31, 2009, the Company did not identify any assets and liabilities that
are required to be presented on the balance sheet at fair value.





New Accounting
Pronouncements




On July
1, 2009, the Company adopted Accounting Standards Update (“ASU”) No.
2009-01, “Topic 105 - Generally Accepted Accounting Principles - amendments
based on Statement of Financial Accounting Standards No. 168 , “The FASB
Accounting Standards CodificationTM and the Hierarchy of Generally Accepted
Accounting Principles” (“ASU No. 2009-01”).  ASU No. 2009-01
re-defines authoritative GAAP for nongovernmental entities to be only comprised
of the FASB Accounting Standards CodificationTM (“Codification”) and, for SEC
registrants, guidance issued by the SEC.  The Codification is a
reorganization and compilation of all then-existing authoritative GAAP for
nongovernmental entities, except for guidance issued by the SEC.  The
Codification is amended to effect non-SEC changes to authoritative
GAAP.  Adoption of ASU No. 2009-01 only changed the referencing
convention of GAAP in Notes to the Consolidated Financial
Statements.


F-9


EVERTON
CAPITAL CORPORATION


(An Exploration
Stage Company)


NOTES TO
THE FINANCIAL STATEMENTS


For the
Years Ended August 31, 2009, and 2008





In June
2009, the Financial Accounting Standards Board (FASB) issued SFAS No. 167,
“Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”), codified as FASB ASC
Topic 810-10, which modifies how a company determines when an entity that is
insufficiently capitalized or is not controlled through voting (or similar
rights) should be consolidated. SFAS 167 clarifies that the determination of
whether a company is required to consolidate an entity is based on, among other
things, an entity’s purpose and design and a company’s ability to direct the
activities of the entity that most significantly impact the entity’s economic
performance. SFAS 167 requires an ongoing reassessment of whether a company is
the primary beneficiary of a variable interest entity. SFAS 167 also requires
additional disclosures about a company’s involvement in variable interest
entities and any significant changes in risk exposure due to that involvement.
SFAS 167 is effective for fiscal years beginning after November 15, 2009. The
Company does not believe the adoption of SFAS 167 will have an impact on its
financial condition, results of operations or cash flows.





In June
2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial
Assets — an amendment of FASB Statement No. 140” (“SFAS 166”), codified as FASB
Topic ASC 860, which requires entities to provide more information regarding
sales of securitized financial assets and similar transactions, particularly if
the entity has continuing exposure to the risks related to transferred financial
assets. SFAS 166 eliminates the concept of a “qualifying special-purpose
entity,” changes the requirements for derecognizing financial assets and
requires additional disclosures. SFAS 166 is effective for fiscal years
beginning after November 15, 2009. The Company does not believe the adoption of
SFAS 166 will have an impact on its financial condition, results of operations
or cash flows.





In May
2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS 165”) codified in
FASB ASC Topic 855-10-05, which provides guidance to establish general standards
of accounting for and disclosures of events that occur after the balance sheet
date but before financial statements are issued or are available to be issued.
SFAS 165 also requires entities to disclose the date through which subsequent
events were evaluated as well as the rationale for why that date was selected.
SFAS 165 is effective for interim and annual periods ending after June 15, 2009,
and accordingly, the Company adopted this pronouncement during the year ended
August 31, 2009. SFAS 165 requires that public entities evaluate subsequent
events through the date that the financial statements are issued. The Company
has evaluated subsequent events through November 25, 2009.





In
April 2009, the FASB issued FSP No. SFAS 107-1 and APB 28-1, “Interim
Disclosures about Fair Value of Financial Instruments,” which is codified in
FASB ASC Topic 825-10-50. This FSP essentially expands the disclosure about fair
value of financial instruments that were previously required only annually to
also be required for interim period reporting. In addition, the FSP requires
certain additional disclosures regarding the methods and significant assumptions
used to estimate the fair value of financial instruments. These additional
disclosures are required beginning with the quarter ending June 30, 2009. The
Company does not believe the adoption of this FSP will have an impact on its
financial condition, results of operations or cash flows.





In
April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, “Recognition
and Presentation of Other-Than-Temporary Impairments,” which is codified in FASB
ASC Topic 320-10. This FSP modifies the requirements for recognizing
other-than-temporarily impaired debt securities and changes the existing
impairment model for such securities. The FSP also requires additional
disclosures for both annual and interim periods with respect to both debt and
equity securities. Under the FSP, impairment of debt securities will be
considered other-than-temporary if an entity (1) intends to sell the security,
(2) more likely than not will be required to sell the security before recovering
its cost, or (3) does not expect to recover the security’s entire amortized cost
basis (even if the entity does not intend to sell). The FSP further indicates
that, depending on which of the above factor(s) causes the impairment to be
considered other-than-temporary, (1) the entire shortfall of the security’s fair
value versus its amortized cost basis or (2) only the credit loss portion would
be recognized in earnings while the remaining shortfall (if any) would be
recorded in other comprehensive income. FSP 115-2 requires entities to initially
apply the provisions of the standard to previously other-than-temporarily
impaired debt securities existing as of the date of initial adoption by making a
cumulative-effect adjustment to the opening balance of retained earnings in the
period of adoption. The cumulative-effect adjustment potentially reclassifies
the noncredit portion of a previously other-than-temporarily impaired debt
security held as of the date of initial adoption from retained earnings to
accumulate other comprehensive income. The Company adopted FSP No. SFAS 115-2
and SFAS 124-2 beginning April 1, 2009. This FSP had no material impact on the
Company’s financial position, results of operations or cash
flows.


F-10


EVERTON
CAPITAL CORPORATION


(An Exploration
Stage Company)


NOTES TO
THE FINANCIAL STATEMENTS


For the
Years Ended August 31, 2009, and 2008





In April
2009, FASB issued FSP No. SFAS 157-4, “Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly” (“FSP
No. SFAS 157-4”). FSP No. SFAS 157-4, which is codified in
FASB ASC Topics 820-10-35-51 and 820-10-50-2, provides additional guidance for
estimating fair value and emphasizes that even if there has been a significant
decrease in the volume and level of activity for the asset or liability and
regardless of the valuation technique(s) used, the objective of a fair value
measurement remains the same. The Company adopted FSP No. SFAS 157-4
beginning April 1, 2009. This FSP had no material impact on the Company’s
financial position, results of operations or cash flows.





NOTE
3 - GOING
CONCERN




These
financial statements were prepared on a going concern basis, which implies
Everton will continue to meet its obligations and continue its operations for
the next fiscal year. These financial statements do not include any adjustments
to the recoverability and classification of recorded asset amounts and
classification of liabilities that might be necessary should Everton be unable
to continue as a going concern. As of August 31, 2009, Everton has not generated
revenues and has accumulated losses since inception. The continuation of Everton
as a going concern depends upon the continued financial support from its
shareholders, the ability of Everton to obtain necessary equity financing to
continue operations, and the attainment of profitable operations. Everton’s
management currently has no formal plan in place to address this concern but
considers that Everton will be able to obtain additional funds by equity
financing and/or related party advances. However there is no assurance of
additional funding being available. These factors raise substantial doubt
regarding Everton’s ability to continue as a going concern.





NOTE
4 – ACCOUNTS
PAYABLE AND ACCRUED LIABILITIES




Pursuant
to the MSPA dated April 23, 2009, the former majority shareholder is liable for
accounts payable and accrued liabilities of $8,236 that occurred prior to
closing of the stock purchase. This was recorded as a contribution to
capital.





At August
31, 2009 and 2008, accounts payable and accrued liabilities mainly consisted of
payables for audit, accounting and accrued consulting expenses.





NOTE 5
– RELATED PARTY
TRANSACTIONS




Prior
to completion of the MSPA, Everton recorded $250 per month for the fair value of
management fees provided by a director of Everton as a contribution to capital.
Total service contribution was $1,750 and $6,000 (includes management fees and
rent contributions) for the years ended August 31, 2009 and 2008
respectively.





The
related party loan was comprised of $43,654 due to a former director of Everton
at the date of stock purchase, which was non-interest bearing, unsecured, and
had no specific terms for repayment.  Pursuant to the MSPA dated April
23, 2009, the former majority shareholder, director and officer assumed this
liability, with Everton crediting this amount to additional paid in
capital.





NOTE 6 –
STOCKHOLDERS’
EQUITY




On July
6, 2006 Everton issued 5,000,000 common founder shares to the President of
Everton for $50, or $0.0001 per share.


F-11


EVERTON
CAPITAL CORPORATION


(An Exploration
Stage Company)


NOTES TO
THE FINANCIAL STATEMENTS


For the
Years Ended August 31, 2009, and 2008




During
fiscal 2008, Everton issued 501,000 shares to 46 investors for $50,100 at $0.10
per share. Everton paid $12,500 as part of the offering of common stock and
going public. These costs were recorded as a reduction of proceeds from the
fiscal 2008 capital raise.





On April
23, 2009, pursuant to the MSPA, Company’s former majority stockholder and
officer sold  an individual 5,000,000 shares of the Company’s common
stock, for $25,000; former majority stockholder agreed to assume and be liable
for any and all liabilities and obligations of Everton that occurred prior to
closing of the stock purchase (See notes 4 & 5). Pursuant to the terms of
the MSPA and effective as of the closing of the transactions contemplated by the
MSPA, the new shareholder owns 5,000,000 shares of the Company’s common stock
out of  5,501,000 shares  issued and outstanding, or
90.89%.





No new
shares have been issued during the year ended August 31, 2009.




NOTE 7 -
INCOME
TAXES




The
significant components of Everton’s deferred tax assets are as
follows:




2009
                  
                  
                  2008Deferred
      Tax AssetsNon-capital loss carry forward
                  
                  $
                  13,675
                  
                  
                  $
                  8,148Less: valuation allowance for deferred tax
      asset
                  
                  
                  (13,675
                  )
                  
                  
                  (8,148
                  )$
                  -
                  
                  
                  $
                  -




The
amount taken into income as deferred tax assets must reflect that portion of the
income tax loss carry forwards that is more likely-than-not to be realized from
future operations. Everton has a valuation allowance of 100% against all
available income tax loss carry forwards.




No
provision for income taxes was provided in these financial statements due to the
net loss. At August 31, 2009, Everton has net operating loss carry forwards,
which expire in 2026 through 2029, totaling approximately $94,000, the benefit
of which was not recorded in the financial statements.





NOTE 8 –
COMMITMENT





Consulting
Agreement





In April
2009, the Company entered into a consulting agreement with the former officer to
provide part time assistance and advice on business operations. The service
hours, in no event, will exceed two per month.  The Company in
consideration of service will pay $100 per hour to the consultant as
compensation. The agreement will be in effect for six months after the
acceptance by the Company.  No consulting expense incurred since April
2009 through August 31, 2009.


F-12




SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant has duly caused this report on Form 10-K to be signed on
its behalf by the undersigned, thereunto duly authorized.





EVERTON
      CAPITAL CORPORATIONDate:
      November 27, 2009
            BY:
            /s/ Jonathan WooJonathan
      Woo, President, Principal Executive Officer,Secretary,
      Treasurer, Principal Financial Officer,Principal
      Accounting Officer, and sole member of theBoard
      of Directors.




23


EXHIBIT
INDEX





Incorporated by reference
                                      
                                      FiledExhibit
                                      
                                      Document
      Description
                                      
                                      Form
                                      
                                      Date
                                      
                                      Number
                                      
                                      herewith3.1
                                      
                                      Articles
      of Incorporation.
                                      
                                      SB-2
                                      
                                      11-29-06
                                      
                                      3.13.2
                                      
                                      Bylaws.
                                      
                                      SB-2
                                      
                                      11-29-06
                                      
                                      3.24.1
                                      
                                      Specimen
      Stock Certificate.
                                      
                                      SB-2
                                      
                                      11-29-06
                                      
                                      4.110.1
                                      
                                      Jade
      Claim.
                                      
                                      SB-2
                                      
                                      11-29-06
                                      
                                      10.110.2
                                      
                                      Trust
      Agreement.
                                      
                                      SB-2
                                      
                                      11-29-06
                                      
                                      10.214.1
                                      
                                      Code
      of Ethics.
                                      
                                      10-K
                                      
                                      12-01-08
                                      
                                      14.116.1
                                      
                                      Letter
      from Malone & Bailey, Dated April 23, 2009
                                      
                                      8-K
                                      
                                      4-24-09
                                      
                                      16.131.1
                                      
                                      Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      15d-15(e), promulgated under the Securities and Exchange Act of 1934, as
      amended.
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      X32.1
                                      
                                      Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002 (Chief Executive Office and Chief Financial
      Officer).
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      X99.1
                                      
                                      Audit
      Committee Charter.
                                      
                                      10-K
                                      
                                      12-01-08
                                      
                                      99.199.2
                                      
                                      Disclosure
      Committee Charter.
                                      
                                      10-K
                                      
                                      12-01-08
                                      
                                      99.2




24