UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D. C. 20549





FORM 10-K





[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended June 30, 2009





Commission file number 000-53463





EVEREST RESOURCES CORP.


(Exact name of registrant as specified in its charter)





Nevada


(State or other jurisdiction of incorporation or organization)





8798 - 51st Avenue


Edmonton, Alberta


Canada T6E 5E8


(Address of principal executive offices, including zip code.)





(780) 966-3429


(Registrant's telephone number, including area code)





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





Indicate by check mark if the registrant is required to file reports pursuant to Section 13 or 15(d) of the Act: [X] Yes [   ] No





Indicate by check mark whether the registrant(1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 day.   [X]
Yes [   ] No





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





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files). [   ] Yes [X] No





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 if the Exchange Act.





Large Accelerated filer
[   ]

Accelerated filer                      [   ]Non-accelerated filer
[   ]

Smaller reporting company   [X](Do not check if a smaller reporting company)





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). [X] Yes   [   ] No





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 June 30, 2009: $0.00.























TABLE OF CONTENTS





PART I
PageItem 1.    Business.
3Item 1A. Risk Factors.
15Item 1B. Unresolved Staff Comments.
15Item 2.    Properties.
15Item 3.    Legal Proceedings.
15Item 4.    Submission of Matters to a Vote of Security Holders.
15PART IIItem 5.    Market For Common Stock and Related Stockholder Matters.
15Item 6.    Selected Financial Data
17Item 7.    Management’s Discussion and Analysis of Financial Condition or Plan of Operation.
17PART IIIItem 7A. Quantitative and Qualitative Disclosures about Market Risk.
21Item 8.     Financial Statements and Supplementary Data.
22Item 9.     Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
34Item 9A.  Controls and Procedures
34Item 9B.  Other Information
35Item 10.   Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act
36Item 11.   Executive Compensation
38Item 12.   Security Ownership of Certain Beneficial Owners and Management
40Item 13.   Certain Relationships and Related Transactions, and Director Independence
41PART IVItem 14.   Principal Accountant Fees and Services.
42Item 15.   Exhibits, Financial Statement Schedules.
43









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PART I





ITEM 1.                      BUSINESS





General





We were incorporated in the State of Nevada on November 8, 2006. We are an exploration stage corporation. We do not own any interest in any property, but merely have the right to conduct exploration activities on one property we call the SM mineral claim. The SM mineral claim is comprised of
nine contiguous cells totaling 471 acres.  The mineral claim area is located at latitude 49° 0’ 30" N and longitude is 119° 33’ 30" W.  The property is motor vehicle accessible from the Town of Osoyoos, British Columbia by traveling two miles west along Highway #3 and then traveling south past Kilpoola Lake for approximately 4.5 miles by gravel ranch roads to the property.   We intend to explore for gold on the property. Our exploration program should take
approximately 365 days, weather permitting. If we do not find mineralized material on the property, we do not know what we will do.





We have no plans to change our business activities or to combine with another business, and are not aware of any events or circumstances that might cause us to change our plans. Currently, we do not intend to acquire other interests in any other mineral properties. Our business plan is solely
to explore one mineral property. If we are successful in our initial endeavors, we may look at other exploration situations.





Background





In June 2006, Gary Sidhu, our former president and sole member of the board of directors acquired one mineral property containing nine Mineral Titles Online cells in British Columbia, Canada. British Columbia allows a mineral explorer to claim a portion of available Crown lands as its exclusive
area for exploration by registering the claim area on the British Columbia Mineral Titles Online system. The Mineral Titles Online system is the Internet-based British Columbia system used to register, maintain and manage the claims. A cell is an area which appears electronically on the British Columbia Internet Minerals Titles Online Grid and was formerly called a claim. A claim is a grant from the Crown of the available land within the cells to the holder to remove and sell minerals. The online grid is the
geographical basis for the cell. Formerly, the claim was established by sticking stakes in the ground to define the area and then recording the staking information. The staking system is now antiquated in British Columbia and has been replaced with the online grid. The property was registered by James McLeod, a Vancouver geologist and a non-affiliated third party. Mr. McLeod is a self-employed contract staker and field worker residing in Vancouver, British Columbia.





The claim is recorded in the name of Mr. Sidhu, one of our former officers and former directors, to avoid paying additional fees. Mr. McLeod suggested that the property be held in Mr. Sidhu’s name and we concurred therein. The property was selected by Mr. Sidhu after consulting with Mr.
McLeod. Mr. McLeod was paid $4,500 to register the claim. No money was paid to Mr. Sidhu to hold the claim. No money will be paid to Mr. Sidhu to transfer the property to us. Mr. Sidhu has executed a declaration of trust wherein he has agreed to hold the property for us and will deliver title upon our demand. Mr. Sidhu has not provided us with a signed or executed bill of sale in our favor as of the date of this prospectus. Mr. Sidhu will issue a bill of sale to a subsidiary corporation to be formed by us should
mineralized material be discovered on the property.






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Under British Columbia law, title to British Columbia mineral claims can only be held by British Columbia residents. In the case of corporations, title must be held by a British Columbia corporation. Since we are an American corporation, we can never possess legal title to the land. In order
to comply with the law we would have to incorporate a British Columbia wholly owned subsidiary corporation and obtain audited financial statements. We believe those costs would be a waste of our money at this time because the legal costs of incorporating a subsidiary corporation, the accounting costs of audited financial statements for the subsidiary corporation, together with the legal and accounting costs of expanding this registration statement would cost several thousands of dollars. Accordingly, we have
elected not to create the subsidiary at this time, but will do so if mineralized material is discovered on the property.





In the event that we find mineralized material and the mineralized material can be economically extracted, we will form a wholly owned British Columbia subsidiary corporation and Mr. Sidhu will convey title to the property to the wholly owned subsidiary corporation. Should Mr. Sidhu transfer
title to another person and that deed is recorded before we record our documents, that other person will have superior title and we will have none. If that event occurs, we will have to cease or suspend activities and we will have no cause of action against Mr. Sidhu. Mr. Sidhu has agreed verbally with us not to cause the title to pass to another entity.  To date we have not performed any work on the property.





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 Elizabeth II. 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 case of the Company’s property, that is the province of British Columbia.





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. Our property is one such acquisition. Accordingly, fee simple title to our property resides with the Crown. That means that the Crown owns the surface and minerals.





Our claim is a mineral lease issued pursuant to the British Columbia Mineral Act. The lessee has exclusive rights to mine and recover all of the minerals contained within the surface boundaries of the lease continued vertically downward.





The property is unencumbered, that is there are no claims, liens, charges or liabilities against the property, and there are no competitive conditions, that is the action of some unaffiliated third party, that could affect the property. Further, there is no insurance covering the property and
we believe that no insurance is necessary since the property is unimproved and contains no buildings or improvements.





To date we have not performed any work on the property. Accordingly, there is no assurance that a commercially viable mineral deposit, a reserve, exists in the property; in fact, the likelihood that a commercially viable mineral deposit exists is remote.





There are no native land claims that affect title to the property. We have no plans to try to interest other companies in the property if mineralization is found. If mineralization is found, we will try to develop the property ourselves.







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Mr. McLeod suggested purchasing the claim to Mr. Sidhu. Mr. Sidhu, after reviewing the matter with Mr. McLeod, agreed and accordingly it was decided to proceed with the project as discussed herein.





Claims





The following is a list of tenure numbers, claim, date of recording and expiration date of our claims:





Tenure No.
Name
Owner
Expiration547508
SM
Gary Sidhu
November 30, 2009





The property was selected because gold and platinum have been discovered in the area.





The property consists of one mineral claim comprising a total of 12 cells.





























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MAP 1















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MAP 2















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Map 3















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Map 4















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Location and Access





The SM property mineral claim is comprised of nine contiguous cells totaling 471 acres. The property is located at latitude is 49° 0’ 30" N and longitude 119° 33’ 30" W. The claim is motor vehicle accessible from the Town of Osoyoos, British Columbia by traveling 2 miles
west along Highway #3 and then traveling south past Kilpoola Lake for approximately 4.5 miles by gravel ranch roads to the mineral claim.





The property is accessible by traveling west of the Town of Osoyoos, British Columbia, on Provincial Highway #3 for two miles to the Blue and Kilpoola Lakes cut-off. At this point a gravel ranch road traveling south is taken for 4.5 miles to the property.





The Town of Osoyoos, British Columbia which lies seven miles by road east of the mineral claim offers much of the necessary infrastructure required to base and carry-out an exploration program such as accommodations, communications, some equipment and supplies. Osoyoos, British Columbia is highway
accessible from Vancouver, British Columbia in a few hours by traveling 300 miles over the Hope-Princeton Provincial Highway #3. The overnight Greyhound bus service is a popular way to send-in samples and to receive specialty equipment and supplies.





Physiography





The property lies within the Dry Interior Belt of British Columbia and experiences about 15" of precipitation annually of which about 20% may occur as a snow equivalent. The summers can experience hot weather while the winters are generally mild and last from December through March.





Much of the Okanogan Plateau area hosts patchy conifer cover of western yellow pine (ponderosa pine) and Douglas fir mingled with open range and deciduous groves of aspen and cottonwood. The general area supports a modestly active logging industry. Mining holds an historical and contemporary
place in the development and economic well being of the area. Many exploration projects are underway in the general area.





The property area ranges in elevation from 2,600 feet to 3,200 feet above sea level. The physiographic setting of the property can be described as moderately rounded, open range, plateau terrain that has been surficially altered both by the erosional and the depositional (drift cover) effects
of glaciation. Thickness of drift cover in the valleys may vary considerably. The property area lies on the western side of the Okanogan valley containing a series of north to south draining, large freshwater lakes. In the immediate area of the mineral claim there are occurrences of a number of small freshwater lakes and mineral-rich potholes.





Regional Geology





The general property area is underlain by northwest trending metamorphic rocks assigned to the Kobau Group thought to be of Carboniferous period age. These units occur mainly as quartzite, schist and greenstone and appear mainly derived from sedimentary rocks. These older units are cut in many
places by Jurassic-Cretaceous aged Nelson Plutonic Rocks that exhibit a wide range in composition.





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Local Geology





The property is situated in the Intermontane Belt of south-western British Columbia at the southern-end of the Thompson plateau. The oldest rocks observed in the local area are those of the Paleozoic era, Carboniferous period age Kobau Group. These units are observed to be in contact with or
intruded by younger Nelson Plutonic Rocks.





Property Geology





The geology of the property may be described as being underlain by metamorphic units of the Kobau Group that are observed to be intruded by Nelson Plutonic Rocks mainly as syenites. Some or all of these units may be found to host economic mineralization.





Mineralization





Within the general area there appears pyrite-pyrrhotite-chalcopyrite mineralization as mesothermal replacements or vein-type of occurrences that lie peripheral to the porphyry-type occurrence in the enclosing and underlying intrusives and the overlying volcanic tuffs (volcanic skarn). These
occurrences appear in the massive volcanic units and in medium grain-sized intrusive rock within steeply dipping to vertical fissure/fault zones with some dissemination in the adjacent wallrock. Alteration accompanying the pyritization appears as epidote-chlorite-calcite-(sericite)-magnetite, or a propylitic alteration assemblage.





History of Previous Work





To our knowledge, there has never been exploration activity on the property.





Our Proposed Exploration Program





We are prospecting for gold. Our target is mineralized material. Our success depends upon finding 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. Before we can continue with further exploration of the property, we will have to raise additional capital.





We do not own any interest in any property, but merely have the right to conduct exploration activities on one property.





At the present time, we have not made any plans to raise additional money and there is no assurance that we will be able to raise additional money in the future.






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The property is undeveloped raw land. Detailed exploration and surveying has not been initiated and will not be initiated until we raise additional money. That is because we do not have money to explore the property.





Assuming we raise at least $60,000, we intend to conduct exploration activities as follows:





1.  Retain our consultant to manage the exploration of the property.  Detailed prospecting and mineralization mapping, followed by soil sampling and analyses. This phase may take up to two months to complete. The cost estimate for this activity, including retaining our consultant  is
estimated to be $7,500.00.





2.  Next we intend we intend to conduct magnetometer and electromagnetic, grid controlled  surveys over the areas of interest as determined by the soil sampling and analysis.  This program is expected to take three months to complete. Included in this estimated
cost are transportation, accommodation, board, grid installation, both of  the geophysical surveys, maps and report.  The cost is anticipated to be $7,500.00.





3.   Finally, we intend to induced polarization survey over grid controlled anomalous areas of interest outlined by the above fieldwork. Core drilling to follow.  We plan to drill 15 holes to a depth of 100 feet. The total cost will be $30,000. Core drilling will be
subcontracted to non-affiliated third parties. No power source is needed for core drilling. The drilling rig operates on diesel fuel. All electric power needed, for light and heating while on the property will be generated from gasoline powered generators. We intend to have an independent third party analyze the samples from the core drilling. Determine if mineralized material is below the ground. If mineralized material is found, define the body. We estimate that it will cost $4,500 to analyze the core samples
and will take 30 days. This program is estimated to take one month to complete and includes assays, detailed maps and reports.  We have allocated $45,000.00 for this phase.




We intend to implement an exploration program which primarily consists of core sampling. Core sampling is the process of drilling holes to a depth of up to 100 feet in order to extract a samples of earth. Mr. Sidhu and the consultant we hire will determine where drilling will occur on the property.
The samples will be tested to determine if mineralized material is located on the property. Based upon the tests of the core samples, we will determine if we will terminate activities; proceed with additional exploration of the property; or develop the property. The proceeds from this offering are designed to only fund the costs of core sampling and testing. We intend to take our core samples to Geoterrex Limited, analytical chemists, geochemists and registered assayers located in Toronto, Ontario. Neither we
nor our officers or directors have any affiliation with Geoterrex. Geoterrex is a registered assayer.





We estimate the cost of core sampling will be $20 per foot drilled. A drilling rig is required to take the core samples. The cost of the drilling rig is included in the drilling cost per foot. We will drill approximately 1,500 linear feet or fifteen holes. We estimate that it will take up to
three months to drill the holes to a depth of 100 feet. We will pay an exploration consultant up to a maximum of $5,000 per month for his services during the three month period or a total of $15,000. The consultant will be responsible for managing the project, supervising the core sampling, and hiring subcontractors to perform work on the property. Our employees will not have involvement in the work performed, but will be overseeing everything. The total cost for analyzing the core samples will be $3,000.





The breakdown of estimated times and dollars was made by Mr. Sidhu in consultation with Mr. McLeod.






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We do not intend to interest other companies in the property if we find mineralized materials. We intend to try to develop the reserves ourselves.





We cannot provide you with a more detailed discussion of how our exploration program will work and what we expect will be our likelihood of success. That is because we have a piece of raw land and we intend to look for mineralized material. We may or may not find any mineralized material. We
hope we do, but it is impossible to predict the likelihood of such an event.





We do not have any plan to make our company to revenue generation. That is because we have not found economic mineralization yet and it is impossible to project revenue generation from nothing.





We anticipate starting exploration as soon as we raise $60,000.





If we do not find mineralized material on the property, Mr. Sidhu will allow the claim to expire and we will cease activities.  We do not know what we will do with our corporation if we do not find mineralized material.





Competitive Factors





The gold mining industry is fragmented. We compete with other exploration companies looking for gold. We are one of the smallest exploration companies in existence. We are an infinitely small participant in the gold mining market. While we compete with other exploration companies, there is no
competition for the exploration or removal or mineral from our property. Readily available gold markets exist in Canada and around the world for the sale of gold. Therefore, we will be able to sell any gold that we are able to recover.





Regulations





Our mineral exploration program is subject to the British Columbia Mineral Tenure Act Regulation. This act sets forth rules for





*
locating claims*
working claims*
reporting work performed





We are also subject to the British Columbia Mineral Exploration Code which tells us how and where we can explore for minerals. We must comply with these laws to operate our business. Compliance with these rules and regulations will not adversely affect our activities. These regulations will
not impact our exploration activities. The only current costs we anticipate at this time are reclamation costs. Reclamation costs are the costs of restoring the property to its original condition should mineralized material not be found. We estimate that it will cost between $1,000 and $2,000 to restore the property to its original condition, should mineralized material not be found. The variance is based upon the number of holes that are drilled by us.





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Environmental Law





We are 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 mineral properties. Its goals are to protect the environment through a series of regulations affecting:





1.
Health and Safety2.
Archaeological Sites3.
Exploration Access





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





We will secure all necessary permits for exploration and, if development is warranted on the property, will file final plans of operation before we start any mineral activities. We anticipate no discharge of water into active stream, creek, river, lake or any other body of water regulated by
environmental law or regulation. No endangered species will be disturbed. Restoration of the disturbed land will be completed according to law. All holes, pits and shafts will be sealed upon abandonment of the property. It is difficult to estimate the cost of compliance with the environmental law since the full nature and extent of our proposed activities cannot be determined until we start our activities and know what that will involve from an environmental standpoint.





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 activities in the future.





Exploration stage companies have no need to discuss environmental matters, except as they relate to exploration activities. The only “cost and effect” of compliance with environmental regulations in British Columbia is returning the surface to its previous condition upon abandonment
of the property. We cannot speculate on those costs in light of our ongoing plans for exploration. When we are ready to drill, we will notify the British Columbia Inspector of Mines. He will require a bond to be put in place to assure that the property will be restored to its original condition. We have estimated the cost of restoring the property to be between $1,000 to $2,000, depending upon the number of holes drilled.





Subcontractors





We intend to use the services of subcontractors for manual labor exploration work on our properties. We have not retained anyone to conduct our exploration work at this time.





Employees and Employment Agreements





At present, we have no employees, other than our officers and directors.   Mr. Singh, our president, will devote full time to our operations.  Our officers does not have employment agreements 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. There are presently no personal benefits available to our officer. Mr. Singh will handle our administrative duties. Because Mr. Singh is inexperienced with exploration, Mr. Singh will hire qualified persons to perform the surveying, exploration, and excavating of our property. As of today, we have not looked for or talked to any geologists or engineers who will perform work for us in the future.






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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. We only have the right to explore one property, title of which is not vested in our name.








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, 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 January 4, 2008 under the symbol “EVRS”.  There are no outstanding options or warrants to purchase, or securities convertible into, our common stock.







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Fiscal Year2009
High Bid
Low BidFourth Quarter: 4/1/09 to 6/30/09
$0.00
$0.00Third Quarter: 1/1/09 to 3/31/09
$0.00
$0.00Second Quarter: 10/1/08 to 12/31/08
$0.00
$0.00First Quarter: 7/1/08 to 9/31/08
$0.00
$0.00Fiscal Year2008
High Bid
Low BidFourth Quarter: 4/1/08 to 6/30/08
$0.00
$0.00Third Quarter: 1/1/08 to 3/31/08
$0.00
$0.00Second Quarter: 10/1/07 to 12/31/07
$0.00
$0.00First Quarter: 7/1/07 to 9/31/07
$0.00
$0.00





Holders





On June 30, 2009, we had 44 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 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 pread 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.





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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.








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 Form 10-K for the period ended June 30, 2009 includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend,
project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking states are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.





Plan of Operation





We are a start-up, exploration stage corporation and have not yet generated or realized any revenues from our business activities.





Our auditors have issued a going concern opinion. This means that there is substantial doubt that 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
until we begin removing and selling minerals, however, there is no guarantee that we will find any minerals. Accordingly, we must raise cash from sources other than the sale of minerals found on the property. Our only other source for cash at this time was an investment by others in our completed private placement. We believe the cash we raised will allow us to stay in business for at least one year. Our success or failure will be determined at least in part by what we find under the ground.





To meet our need for cash we raised money from our private placement. If we find mineralized material and it is economically feasible to remove the mineralized material, we will attempt to raise additional money through a subsequent private placement, public offering or through loans. If we
do not have enough money to complete our exploration of the property, we will have to find alternative sources, like a second public offering, a private placement of securities, or loans from our officers or others.





Our officers and sole director are unwilling to make any commitment to loan us any money at this time. 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 activities until we do raise the
cash, or cease activities entirely. Other than as described in this paragraph, we have no other financing plans.






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We do not own any interest in any property, but merely have the right to conduct exploration activities on one property. Even if we complete our current exploration program and it is successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and
engineering studies before we will know if we have a commercially viable mineral deposit, a reserve.





We will be conducting research in the form of exploration of the property. Our exploration program is explained in as much detail as possible in the business section of our prospectus. We are not going to buy or sell any plant or significant equipment during the next twelve months. We will not
buy any equipment until we have located a reserve and we have determined it is economical to extract the minerals from the land.





We do not intend to interest other companies in the property if we find mineralized materials. We intend to try to develop the reserves ourselves.





If we are unable to complete any phase of exploration because we don’t have enough money, we will cease activities until we raise more money. If we can’t or don’t raise more money, we will cease activities. If we cease activities, we don’t know what we will do and we
don’t have any plans to do anything.





We do not intend to hire additional employees at this time. All of the work on the property will be conduct by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The geologists
will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.





Results of Operations





From Inception on November 8, 2006 to June 30, 2009





We acquired the right to explore one property containing one claim. We do not own any interest in any property, but merely have the right to conduct exploration activities on one property. Mr. Sidhu has registered the property in his name.





We are a start-up exploration stage corporation and have not yet generated any revenues from our business operations. We have not done any exploration work since our inception on November 8, 2006.We must raise cash to implement our exploration program and stay in business. Our only source for
cash at this time is investments by others in Everest Resources Corp.





Our Proposed Exploration Program





We are prospecting for gold. Our target is mineralized material. Our success depends upon finding 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. If we do not find mineralized material or we cannot remove mineralized material, either because we do not have the money to do it or because it is not economically feasible to do it, we will cease activities and you will lose your investment. We plan to be able to delineate a mineralized body, if one exists.  If our initial exploration program, within nine months of beginning exploration.






-18-







We do not own any interest in any property, but merely have the right to conduct exploration activities on one property.





In addition, we may not have enough money to complete our exploration of the property. If it turns out that we have not raised enough money to complete our exploration program, we will try to raise additional funds from a second public offering, a private placement or loans. At the present time,
we have not made any plans to raise additional money and there is no assurance that we would be able to raise additional money in the future. If we need additional money and cannot raise it, we will have to suspend or cease activities.





We must conduct exploration to determine what amount of minerals, if any, exist on the property and if any minerals which are found can be economically extracted and profitably processed.





The property is undeveloped raw land. Detailed exploration and surveying has not been initiated and will not be initiated until we raise money in this offering. That is because we do not have money to start exploration. Once the offering is concluded,
we intend to start exploration activities. To our knowledge, no previous exploration activities have taken place on the property. The only event that has occurred is the registration of the property by Mr. McLeod and a physical examination of the property. Mr. McLeod examined the surface and took samples. The samples did not reveal anything other than the samples were sedimentary rock containing quartz. We have not developed any quality assurance/quality control protocols for our exploration program.  We
are small and are just trying to find out what is beneath the surface of the property.  Mr. McLeod used a hammer, pick and sack to take samples. While Mr. McLeod is a geologist, he is not an engineer, and accordingly his area of expertise is limited to geological matters. Mr. McLeod did not use any previous filed reports on the property. Before mineral retrieval can begin, we must explore for and find mineralized material. After that has occurred we have to determine if it is economically feasible to
remove the mineralized material. Economically feasible means that the costs associated with the removal of the mineralized material will not exceed the price at which we can sell the mineralized material. We cannot predict what that will be until we find mineralized material.





We do not know if we will find mineralized material.





Milestones





The following are our milestones for the next twelve months:





1.  Retain our consultant to manage the exploration of the property.  Detailed prospecting and mineralization mapping, followed by soil sampling and analyses. This phase may take up to two months to complete. The cost estimate for this activity, including retaining our consultant,
is estimated to be $7,500.00.





2.  Next we intend we intend to conduct magnetometer and electromagnetic, grid controlled  surveys over the areas of interest as determined by the soil sampling and analysis.  This program is expected to take three months to complete. Included in this estimated
cost are transportation, accommodation, board, grid installation, both of the geophysical surveys, maps and report.  The cost is anticipated to be $7,500.00.





-19-


3.   Finally, we intend to induce polarization survey over grid controlled anomalous areas of interest outlined by the above fieldwork. Core drilling to follow.  We plan to drill 15 holes to a depth of 100 feet. The total cost will be $30,000. Core drilling will be subcontracted
to non-affiliated third parties. No power source is needed for core drilling. The drilling rig operates on diesel fuel. All electric power needed, for light and heating while on the property will be generated from gasoline powered generators. We intend to have an independent third party analyze the samples from the core drilling. Determine if mineralized material is below the ground. If mineralized material is found, define the body. We estimate that it will cost $4,500 to analyze the core samples and will take
30 days. This program is estimated to take one month to complete and includes assays, detailed maps and reports.  We have allocated $45,000.00 for this phase.





Currently we do not have sufficient funds to implement our plan of operation.





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 activities. We cannot guarantee we will be successful in our business activities. Our business is subject
to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price increases in services.





To become profitable and competitive, we will conduct exploration of our properties before we start production of any minerals we may find.





We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our activities. Equity financing could result in additional dilution to existing shareholders.





Liquidity and Capital Resources





As of the date of this report, we have yet to generate any revenues from our business activities.





We issued 5,000,000 restricted shares of common stock through a private placement pursuant to Regulation S of the Securities Act of 1933 to Mr. Sidhu, one of our former officers and our former sole member of our board of directors in November 2006, in consideration of $50.  The shares
were sold to non-US persons and all transactions closed outside the United States of America. This was accounted for as a purchase of shares of common stock.





In June 2007, we completed a private placement of 1,600,000 restricted shares of common stock at a price of $0.05 per share, pursuant to the exemption from registration contained in Regulation  S of the Securities Act of 1933 and raised $80,000. Part of this private placement included
100,000 restricted shares of common stock to Mr. Dhami, our former vice president in consideration of $5,000.  All of the shares were sold to non-US persons and all transactions closed outside the United States of America. This was accounted for as a purchase of shares of common stock.  Since then we have spent the money and do not have sufficient funds to begin our proposed plan of operation.





As of June 30, 2009, our total assets were $2,118 and our total liabilities were $7,248.






-20-





Recent accounting pronouncements





In December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements - An amendment of ARB No. 51”.SFAS 160 requires companies with noncontrolling interests to disclose such interests clearly
as a portion of equity but separate from the parent’s equity.  The noncontrolling interest’s portion of net income must also be clearly presented on the Income Statement.  SFAS 160 is effective for financial statements issued for fiscal years beginning after December 15, 2008. The adoption of this statement is not expected to have a material effect on the Company's future financial position or results of operations.





In December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 141,(revised 2007), “Business Combinations”.  SFAS 141 (R) applies the acquisition method of accounting for business combinations established in SFAS 141 to all acquisitions
where the acquirer gains a controlling interest, regardless of whether consideration was exchanged.  Consistent with SFAS 141, SFAS 141 (R) requires the acquirer to fair value the assets and liabilities of the acquiree and record goodwill on bargain purchases, with main difference the application to all acquisitions where control is achieved.  SFAS 141 (R) is effective for financial statements issued for fiscal years beginning after December 15, 2008.  The adoption of this statement
is not expected to have a material effect on the Company's future financial position or results of operations.





In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”. SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured
at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 is effective for
fiscal years beginning after November 15, 2007. The Company has not yet determined whether it will elect the fair value option for any of its financial instruments.





In March 2008, the FASB issued FASB Statement No. 161 ("SFAS 161"), "Disclosures about Derivative Instruments and Hedging Activities". SFAS 161 requires companies with derivative instruments to disclose information that should enable financial-statement users to understand how and why a company
uses derivative instruments, how derivative instruments and related hedged items are accounted for under FASB Statement No. 133 "Accounting for Derivative Instruments and Hedging Activities" and how derivative instruments and related hedged items affect a company's financial position, financial performance and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The adoption of this statement is not expected to have a material
effect on the Company's future financial position or results of operations.








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.




-21-






ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.





Everest Resources Corp.


(An Exploration Stage Company)





June 30, 2009





Index





Report of Independent Registered Public Accounting Firm ........................................................................F-1





Balance Sheets ....................................................................................................................................................F-2





Statements of Operations ..................................................................................................................................F-3





Statements of Cash Flows .................................................................................................................................F-4





Statement of Stockholders’ (Deficit) Equity ...................................................................................................F-5





Notes to the Financial Statements ...................................................................................................................F-6




























-22-

















Report of Independent Registered Public Accounting Firm





To the Stockholders


Everest Resources Corp.


(An Exploration Stage Company)





We have audited the accompanying balance sheets of Everest Resources Corp. (An Exploration Stage Company) as of June 30, 2009 and 2008, and the related statements of operations, cash flows and stockholders' (deficit) equity for the years then ended and accumulated for the period from November 8, 2006 (Date of Inception) to June 30, 2009. 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 audits.





We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes 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 internal control over financial reporting. Accordingly, we express no such opinion.
An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.





In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Everest Resources Corp. (An Exploration Stage Company) as of June 30, 2009 and 2008, and the results of its operations and its cash flows for the years then ended and accumulated for the period from November 8, 2006
(Date of Inception) to June 30, 2009 in conformity with accounting principles generally accepted in the United States.





The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not generated any revenues and has incurred an operating loss since inception. These factors raise substantial doubt about the Company’s ability to continue
as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.





/s/ MANNING ELLIOTT LLP


CHARTERED ACCOUNTANTS


Vancouver, Canada


September 11, 2009





























F-1


-23-






Everest Resources Corp.


(An Exploration Stage Company)


Balance Sheets


(Expressed in US dollars)








June 30,
2009
$


June 30,
2008
$ASSETSCurrent AssetsCash

2,118



35,959Total Assets

2,118



35,959LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITYCurrent LiabilitiesAccounts payable

7,248



6,810Accrued liabilities

–



3,834Total Liabilities

7,248



10,644Contingencies and Commitments (Notes 1 and 3)Stockholders’ (Deficit) EquityPreferred Stock
Authorized: 100,000,000 shares, par value $0.00001
Issued and outstanding: nil

–



–Common Stock
Authorized: 100,000,000 shares, par value $0.00001
Issued and outstanding: 6,600,000 shares

66



66Additional Paid-in Capital

79,984



79,984Donated Capital (Note 4)

19,200



12,000Deficit Accumulated During the Exploration Stage

(104,380
)


(66,735
)Total Stockholders’ (Deficit) Equity

(5,130
)


25,315Total Liabilities and Stockholders’ (Deficit) Equity

2,118



35,959







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





F-2


-24-


Everest Resources Corp.


(An Exploration Stage Company)


Statements of Operations


(Expressed in US dollars)





Accumulated From
November 8, 2006
(Date of Inception)
to June 30,


For the year
Ended
June 30,


For the year
Ended
June 30,2009


2009


2008$



$



$Revenue


–



–



–ExpensesGeneral and administrative


14,183



6,189



7,509Impairment of mineral property costs (Note 3)


1,000



–



–Management fees (Note 4)


16,000



6,000



6,000Mineral property costs (Note 3)


4,793



437



856Professional fees


65,204



23,819



41,385Rent (Note 4)


3,200



1,200



1,200Total Expenses


104,380



37,645



56,950Net Loss


(104,380
)


(37,645
)


(56,950
)Net Loss Per Share – Basic and Diluted






(0.01
)


(0.01
)Weighted Average Common Shares Outstanding






6,600,000



6,342,000





























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





F-3


-25-


Everest Resources Corp.


(An Exploration Stage Company)


Statements of Cash Flows


(Expressed in US dollars)








For the period from November 8, 2006 (Date of Inception)
To June 30,


For the year
Ended
June 30,


For the year
Ended
June 30,2009


2009


2008$


$


$Operating ActivitiesNet loss for the period


(104,380
)


(37,645
)


(56,950
)Adjustment to reconcile net loss to net cash used in operating activities:Donated expenses


19,200



7,200



7,200Impairment of mineral property claim


1,000



–



–Changes in operating assets and liabilities:Prepaid expenses


–



–



5,000Accounts payable and accrued liabilities


7,248



(3,396
)


10,644Net Cash Used in Operating Activities


(76,932
)


(33,841
)


(34,106
)Investing ActivitiesPurchase of mineral property claim


(1,000
)


–



––



–Net Cash Used in Investing Activities


(1,000
)


–



–Financing ActivitiesProceeds from issuance of common stock


50



–



–Common stock subscribed


80,000



–



–Net Cash Provided by Financing Activities


80,050



–



–Increase (Decrease) in Cash


2,118



(33,841
)


(34,106
)Cash – Beginning of Period


–



35,959



70,065Cash – End of Period


2,118



2,118



35,959Supplemental Disclosures:Interest paid


–



–



–Income taxes paid


–



–



–



















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





F-4


-26-


Everest Resources Corp.


(An Exploration Stage Company)


Statement of Stockholders’ (Deficit) Equity


From November 8, 2006 (Date of inception) to June 30, 2009


(Expressed in US dollars)








Shares

Common
Stock

Additional
Paid-in
Capital

Common Stock Subscribed

Donated
Capital

Deficit Accumulated During the Exploration Stage

Total#

$

$

$

$

$

$Balance, November 8, 2006  (Date of Inception)

–

–

–

–

–

–

–Issuance of shares at $0.00001 per share

5,000,000

50

–

–

–

–

50Common stock subscribed at $0.05 per share

–

–

–

80,000

–

–

80,000Donated expenses

–

–

–

–

4,800

–

4,800Net loss for the period

–

–

–

–

–

(9,785
)
(9,785
)Balance, June 30, 2007

5,000,000

50

–

80,000

4,800

(9,785
)
75,065Issuance of shares at $0.05 per share

1,600,000

16

79,984

(80,000
)
–

–

–Donated expenses

–

–

–

–

7,200

–

7,200Net loss for the year

–

–

–

–

–

(56,950
)
(56,950
)Balance, June 30, 2008

6,600,000

66

79,984

–

12,000

(66,735
)
25,315Donated expenses

–

–

–

–

7,200

–

7,200Net loss for the year

–

–

–

–

–

(37,645
)
(37,645
)Balance, June 30, 2009

6,600,000

66

79,984

–

19,200

(104,380
)
(5,130
)






















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





F-5


-27-





Everest Resources Corp.


(An Exploration Stage Company)


Notes to the Financial Statements


June 30, 2009


(Expressed in US dollars)







1.
Nature of Operations




Everest Resources Corp. (the “Company”) was incorporated in the State of Nevada on November 8, 2006. The Company is an Exploration Stage Company, as defined by Statement of Financial Accounting Standard (“SFAS”) No.7 “Accounting and Reporting for Development
Stage Enterprises”. The Company’s principal business is the acquisition and exploration of mineral resources. The Company has not presently determined whether its properties contain mineral reserves that are economically recoverable.




These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the norm al course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings
in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at June 30, 2009, the Company has a working capital deficit of $5,130 and accumulated losses of $104,380 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a
going concern. 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 the Company be unable to continue as a going concern.





2.
Significant Accounting Policies




a)
Basis of Presentation




These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year-end is June 30.




b)
Use of Estimates




The preparation of financial statements in conformity with United States generally accepted accounting principles 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. The Company regularly evaluates estimates and assumptions related to donated services and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that
are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.




c)
Cash and Cash Equivalents




The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.









F-6




-28-






Everest Resources Corp.


(An Exploration Stage Company)


Notes to the Financial Statements


June 30, 2009


(Expressed in US dollars)






2.
Significant Accounting Policies (continued)




d)
Financial Instruments




SFAS No. 157 “Fair Value Measurements” requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. SFAS No. 157 establishes a fair value hierarchy based on the level of independent, objective evidence
surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. SFAS No. 157 prioritizes the inputs into three levels that may be used to measure fair value:




Level 1




Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.




Level 2




Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active
markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.




Level 3




Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.




The Company’s financial instruments consist principally of cash and accounts payable. Pursuant to SFAS No. 157, the fair value of our cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of
the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.




The Company’s operations are in Canada, which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative
instruments to reduce its exposure to foreign currency risk.




e)
Foreign Currency Translation




The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with SFAS No. 52 “Foreign Currency Translation”, using the exchange rate prevailing at the
balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.




f)
Comprehensive Loss




SFAS No. 130, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at June 30, 2009 and 2008, the Company has no items that represent a comprehensive loss and, therefore,
has not included a schedule of comprehensive loss in the financial statements.





F-7


-29-





Everest Resources Corp.


(An Exploration Stage Company)


Notes to the Financial Statements


June 30, 2009


(Expressed in US dollars)




2.
Significant Accounting Policies (continued)




g)
Mineral Property Costs




The Company has been in the exploration stage since its inception on November 8, 2006 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are
initially capitalized when incurred using the guidance in EITF 04-02, “Whether Mineral Rights Are Tangible or Intangible Assets”. The Company assesses the carrying costs for impairment under SFAS No. 144, “Accounting for Impairment or Disposal of Long Lived Assets” at each fiscal quarter end. When it has been determined that a mineral property can be economically developed
as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.




h)
Long-lived Assets




In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable.
Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the
asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.




i)
Asset Retirement Obligations




The Company accounts for asset retirement obligations in accordance with the provisions of SFAS No. 143 “Accounting for Asset Retirement Obligations”. SFAS No. 143 requires the Company to record the fair value of an asset retirement obligation as a liability in the
period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets.




j)
Income Taxes




The Company accounts for income taxes using the asset and liability method in accordance with SFAS No. 109, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences
of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.




k)
Basic and Diluted Net Income (Loss) Per Share




The Company computes net income (loss) per share in accordance with SFAS No. 128, "Earnings per Share". SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss)
available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS
excludes all dilutive potential shares if their effect is anti dilutive. At June 30, 2009, there are no dilutive potential common shares.


F-8


-30-





Everest Resources Corp.


(An Exploration Stage Company)


Notes to the Financial Statements


June 30, 2009


(Expressed in US dollars)






2.      Significant Accounting Policies (continued)




l)
Stock-based Compensation




In accordance with SFAS 123(R), “Share-Based Payments,” the Company accounts for share-based payments using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based
on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.




m)
Recently Issued Accounting Pronouncements




In June 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities”. FSP EITF 03-6-1 addresses whether instruments
granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. The
adoption of this statement is not expected to have a material effect on the Company’s financial statements.




In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts – An interpretation of FASB Statement No. 60”.  SFAS 163 requires that an insurance enterprise recognize a claim liability prior to an event of default when
there is evidence that credit deterioration has occurred in an insured financial obligation. It also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities, and requires expanded disclosures about financial guarantee insurance contracts. It is effective for financial statements issued for fiscal years beginning after December 15, 2008, except for some disclosures about the insurance
enterprise’s risk-management activities. SFAS 163 requires that disclosures about the risk-management activities of the insurance enterprise be effective for the first period beginning after issuance. Except for those disclosures, earlier application is not permitted.  The adoption of this statement is not expected to have a material effect on the Company’s financial statements.




In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental
entities that are presented in conformity with generally accepted accounting principles in the United States.  SFAS No. 162 is effective on November 15, 2008.The adoption of this statement is not expected to have a material effect on the Company’s financial statements.




In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment to FASB Statement No. 133”. SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by
requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial
performance, and cash flows.  It is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged.  The Company is currently evaluating the impact of SFAS No. 161 on its financial statements. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.




In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements Liabilities –an Amendment of ARB No. 51”.  This statement amends ARB 51 to establish accounting and reporting standards for the Noncontrolling
interest in a subsidiary and for the deconsolidation of a subsidiary. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements.







F-9




-31-






Everest Resources Corp.


(An Exploration Stage Company)


Notes to the Financial Statements


June 30, 2009


(Expressed in US dollars)






2.      Significant Accounting Policies (continued)






m)
Recently Issued Accounting Pronouncements (continued)




In December 2007, the FASB issued SFAS No. 141R, “Business Combinations”.  This statement replaces SFAS 141 and defines the acquirer in a business combination as the entity that obtains control of one or more businesses in a business combination and establishes
the acquisition date as the date that the acquirer achieves control. SFAS 141R requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date. SFAS 141R also requires the acquirer to recognize contingent consideration at the acquisition date, measured at its fair value at that date. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning
on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements.




n)      Recently Adopted Accounting Pronouncements




In May 2009, FASB issued SFAS No. 165 (SFAS 165),“Subsequent Events”. SFAS 165 establishes general standards of for the evaluation, recognition and disclosure of events and transactions that occur after the balance
sheet date. Although there is new terminology, the standard is based on the same principles as those that currently exist in the auditing standards. The standard, which includes a new required disclosure of the date through which an entity has evaluated subsequent events, is effective for interim or annual periods ending after June 15, 2009.  The adoption of SFAS 165 did not have a material effect on the Company’s financial statements.




In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”.  This statement permits entities to choose to measure many financial instruments
and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that
begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements”. The adoption of this statement did not have a material effect on the Company's financial statements.




In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS No. 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements.  SFAS No. 157 defines fair
value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement did not have a material effect on the
Company's financial statements.





3.
Mineral Property




On June 27, 2007, the Company obtained the right to explore certain mineral claims located in the Okanagan Region, British Columbia, Canada, known as the SM Mineral Claims, in consideration of $1,000.  The Company intends to conduct a program of mineral exploration on the SM Mineral Claims.  The exploration program
will include detailed prospecting, mapping, and soil sampling to explore the SM Mineral Claims at a total estimated cost of $60,000. As at June 30, 2009, the Company incurred a total of $4,793 for mineral property costs and recorded an impairment loss of $1,000 on the acquisition of the mineral property as there has been no certainty that the acquired mineral claim can be economically developed or contains proven or probable reserves.





4.
Related Party Transactions




During the nine month period ended June 30, 2009, the Company recognized a total of $6,000 (2008 - $6,000) for donated management services at $500 per month and $1,200 (2008 - $1,200) for donated rent at $100 per month provided by the President and former President of the Company.


F-10


-32-





Everest Resources Corp.


(An Exploration Stage Company)


Notes to the Financial Statements


June 30, 2009


(Expressed in US dollars)







5.
Income Taxes




The Company accounts for income taxes under SFAS No. 109, "Accounting for Income Taxes." Deferred income tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates
and laws that will be in effect when the differences are expected to reverse. Income tax expense differs from the amount that would result from applying the U.S federal and state income tax rates to earnings before income taxes. The Company has a net operating loss carryforward of approximately $85,180 available to offset taxable income in future years which expires beginning in fiscal 2029. Pursuant to SFAS 109, the potential benefit of the net operating loss carryforward has not been recognized in the financial
statements since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years.




The Company is subject to United States federal and state income taxes at an approximate rate of 35%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:





June 30,
2009
$

June 30,
2008
$Income tax recovery at statutory rate

(13,176)

(19,933)Permanent differences – donated expenses

2,520

2,520Temporary differences

–

–Valuation allowance change

10,656

17,413Provision for income taxes

–

–




Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred income taxes arise from temporary differences in the recognition of income and expenses for financial reporting and tax
purposes. The significant components of deferred income tax assets and liabilities at June 30, 2009, are as follows:





June 30,
2009
$

June 30,
2008
$Net operating loss carryforward

29,813

19,145Valuation allowance

(29,813)

(19,145)Net deferred income tax asset

–

–




The Company has recognized a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. The valuation allowance is reviewed annually. When circumstances change which cause a change in management's judgment about the realizability
of deferred income tax assets, the impact of the change on the valuation allowance is generally reflected in current income.





6.
Subsequent Events




In accordance with SFAS No. 165 “Subsequent Events”, the Company evaluated subsequent events through September 23, 2009, the date of issuance of the audited financial statements. During this period the Company did not have any material recognizable subsequent events.







F-11


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





There have been no disagreements on accounting and financial disclosures from the inception of our company through the date of this Form 10-K. Our financial statements for the period from inception to June 30, 2009, included in this report have been audited by Manning Elliott, Chartered Accountants,
as set forth in this annual report.








ITEM 9A.                  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.





Management Report





Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  Under the supervision of our Chief Executive Officer, the Company conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2009 using the criteria established in
Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).




A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness
of internal control over financial reporting as of June 30, 2009, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.




1.
Certain entity level controls establishing a “tone at the top” were considered material weaknesses. The Company has no audit committee. There is no policy on fraud and no code of ethics at this time.  A whistleblower policy is not necessary given the small size of the organization.





-34-





2.
Management override of existing controls is possible given the small size of the organization and lack of personnel.





3.
There is no system in place to review and monitor internal control over financial reporting. The Company maintains an insufficient complement of personnel to carry out ongoing monitoring responsibilities and ensure effective internal control over financial reporting.





Management is currently evaluating remediation plans for the above control deficiencies.





Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.





As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of June 30, 2009 based on criteria established in Internal
Control—Integrated Frameworkissued by COSO.





Manning Elliott LLP, an independent registered public accounting firm, was not required to and has not issued a report concerning the effectiveness of our internal control over financial reporting as of June 30, 2009.




Changes in Internal Controls





During the period ended June 30, 2009 there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.








ITEM 9B.
OTHER INFORMATION





None.






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PART III








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





Officers and Directors





Each of our directors serves until his or her successor is elected and qualified. Each of our officers is elected by the board of directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. The board of directors
has no nominating, auditing or compensation committees.





The name, age and position of our officers and directors are set forth below:




Name
Age
Position HeldMohan Singh
33
President, Principal Executive Officer, Secretary, Treasurer, Principal Financial Officer, Principal Accounting Officer, and sole member of the Board of Directors





Mr. Singh will serve until our next annual meeting of the stockholders. The Board of Directors elects officers and their terms of office are at the discretion of the Board of Directors.





Background of officers and directors





Since September, 4, 2008, Mohan Singh has been our president, principal executive officer, secretary, treasurer, princiapl financial officer, principal accounting officer and sole member of the board of directors. Since April 2002, Mr. Singh has been part-owner and employee for A-One Kithcen
Cabinets, a local manufacturing company in Edmonton specializing in kithen, entertainment centers and vanities. Other than our board of directors, Mr. Singh has not been a member of the board of directors of any corporations during the last five years.





During the past five years, Mr. Singh has not been the subject of the following events:





1. Any bankruptcy petition filed by or against any business of which Mr. Singh was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.





2. Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.





3. An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Singh’s involvement in any type of business, securities or banking activities.





4. Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.




-36-






Audit Committee Financial Expert





We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we are only beginning our commercial operations, at the present time, we believe
the services of a financial expert are not warranted.





Conflicts of Interest





There are no conflicts of interest.





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 yeas 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.











-37-






Audit Committee and Charter





We do not 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.





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.





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.








ITEM 11.                   EXECUTIVE COMPENSATION





The following table sets forth the compensation paid by us from inception on November 8, 2006 through June 30, 2009, for our officers. 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 officers.











-38-





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)Mohan Singh
2009
0
0
0
0
0
0
0
0President, Principal
2008
0
0
0
0
0
0
0
0Executive Officer,
2007
0
0
0
0
0
0
0
0Secretary, TreasurerGary Sidhu
2009
0
0
0
0
0
0
0
0(resigned)
2008
0
0
0
0
0
0
0
02007
0
0
0
0
0
0
0
0Karminder Dhami
2009
0
0
0
0
0
0
0
0(resigned)
2008
0
0
0
0
0
0
0
02007
0
0
0
0
0
0
0
0





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.





The following table sets forth the compensation paid by us to our directors during the fiscal year ended June 30, 2009. 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.





Director’s Compensation Table


FeesEarned



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)Mohan Singh
0
0
0
0
0
0
0Gary Sidhu
0
0
0
0
0
0
0(resigned)





Our sole director does not receive any compensation for serving as a member of the board of directors.





-39-






There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our sole director other than as described herein.





Long-Term Incentive Plan Awards





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





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 is profitable to do so.





Indemnification





Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he 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 he is to be indemnified, we must indemnify him 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.





Section 16(a) Beneficial Ownership Compliance





We are currently not subject to Section 16(a) of the Securities Exchange Act of 1934.








ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT





The following table sets forth, as of the date of this report, 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 table also reflects what their
ownership will be assuming completion of the sale of all shares in this offering. The stockholders listed below have direct ownership of his/her shares and possess voting and dispositive power with respect to the shares.





-40-





Direct Amount of

PercentName of Beneficial Owner
Ownership
Position
of ClassMohan Singh
0
President, Principal Executive Officer,
0.00%Secretary, Treasurer, Principal Financial Officer, Principal Accounting Officer  and sole DirectorAll Officers and Directors as aGroup (1 Person)
0

0.00%Gary Sidhu
5,000,000

75.76%







ITEM 13.                   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





In November 2006, we issued 5,000,000 restricted shares of common stock to Mr. Sidhu, our former president, principal executive officer, secretary, treasurer, principal financial officer, principal accounting officer and sole member of the board of directors in consideration of $0.00001 per
share or a total of $50.





In June 2007, we issued 100,000 restricted shares of common stock  to Mr. Dhami, our former vice president in consideration of $5,000, as part of the Company’s private placement.





We paid Gary Sidhu, our former president, $6,000 for management services at the rate of $500 per month and $1,200 for rent at the rate of $100 per month.















-41-


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
$
12,575

Manning Elliott LLP2008
$
12,625

Manning Elliott LLP





(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-

Manning Elliott LLP2008
$
-0-

Manning Elliott LLP





(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-

Manning Elliott LLP2008
$
-0-

Manning Elliott LLP





(4) All Other Fees





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





2009
$
-0-

Manning Elliott LLP2008
$
-0-

Manning Elliott LLP





(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%.








-42-






ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES.





Incorporated by referenceExhibit
Document Description
Form
Date
Number
Filed herewith3.1
Articles of Incorporation.
SB-2
08-30-07
3.13.2
Bylaws.
SB-2
08-30-07
3.24.1
Specimen Stock Certificate.
SB-2
08-30-07
4.110.1
Trust Agreement.
SB-2
08-30-07
10.114.1
Code of Ethics.
10-K
10-10-08
14.131.1
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
10-10-08
99.199.2
Disclosure Committee Charter.
10-K
10-10-08
99.2










-43-





SIGNATURES





Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing of this Form 10-K and has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Edmonton, Alberta on this 24th day
of September, 2009.





EVEREST RESOURCES CORP.BY:
MOHAN SINGHMohan Singh, President, Principal Executive Officer, Secretary, Treasurer, Principal Financial Officer, Principal Accounting Officer, and sole member of the Board of Directors.





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities.





Signature
Title
DateMOHAN SINGH
President, Principal Executive Officer,
September 24, 2009Mohan Singh
Secretary/Treasurer, Principal FinancialOfficer, Principal Accounting Officer andsole member of the Board of Directors.





















































-44-






EXHIBIT INDEX





Incorporated by referenceExhibit
Document Description
Form
Date
Number
Filed herewith3.1
Articles of Incorporation.
SB-2
08-30-07
3.13.2
Bylaws.
SB-2
08-30-07
3.24.1
Specimen Stock Certificate.
SB-2
08-30-07
4.110.1
Trust Agreement.
SB-2
08-30-07
10.114.1
Code of Ethics.
10-K
10-10-08
14.131.1
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
10-10-08
99.199.2
Disclosure Committee Charter.
10-K
10-10-08
99.2









-45-