-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CCoTl3gKewTnfgNw/T9dLoqRyStwM8enHtXH03WO2XcbsGfx2IPPHROMUtp9H5rI 3y3KOG8cPt5jIJHJeGDvbw== /in/edgar/work/20000622/0001085037-00-000177/0001085037-00-000177.txt : 20000920 0001085037-00-000177.hdr.sgml : 20000920 ACCESSION NUMBER: 0001085037-00-000177 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20000622 EFFECTIVENESS DATE: 20000622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: E FINANCIAL DEPOT COM CENTRAL INDEX KEY: 0001092310 STANDARD INDUSTRIAL CLASSIFICATION: [9995 ] IRS NUMBER: 330809711 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-39830 FILM NUMBER: 658977 BUSINESS ADDRESS: STREET 1: 1005-750 W PENDER CITY: VANCOUVER BC V6 2TB STATE: A1 BUSINESS PHONE: 6046816186 MAIL ADDRESS: STREET 1: 1875 CENTURY PARK EAST SUITE 150 CITY: CENTURY CITY STATE: CA ZIP: 90067 FORMER COMPANY: FORMER CONFORMED NAME: BALLYNAGEE ACQUISITION CORP DATE OF NAME CHANGE: 19990730 S-8 POS 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 OMB Number: 3235-0066 OMB APPROVAL Expires: April 30, 1995 Estimated average burden hours per response 49 ------------------------- AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 E-FINANCIAL DEPOT.COM, INC. --------------------------- (Exact name of registrant as specified in its charter) DELAWARE 330809711 - -------- --------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 150 - 1875 Century Park East, Century City, CA 90067 - ------------------------------------------------------ ----- (Address of Principal Executive Offices) (Zip Code) E-FINANCIAL DEPOT.COM, INC. CONSULTING AGREEMENTS ------------------------------------------------- (Full title of the plan) JOHN HUGUET E-FINANCIAL DEPOT.COM, INC. 150 - 1875 CENTURY PARK EAST CENTURY CITY, CA 90067 (Name and address of agent for service) (877) 739-3812 -------------- (Telephone number, including area code, of agent for service) Copies of all communications, including all communications sent to the agent for service, should be sent to: DAVID J. COWAN CLARK, WILSON, BARRISTERS AND SOLICITORS #800 - 885 WEST GEORGIA STREET VANCOUVER, BRITISH COLUMBIA, CANADA, V6C 3H1 TELEPHONE: (604) 687-5700 ---------------------------
CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Securities to. . . . . Amount to be Maximum Offering Maximum Aggregate Amount of be Registered . . . . . . . . . Registered Price Per Share Offering Price Registration Fee - ------------------------------- ------------ ------------------ ------------------- ------------------ Common Stock, with par value $0.001. . . . . . . . 387,000 $ 3.047(1) $ 1,179,189(1) $ 311.31(1) - ------------------------------- ------------ ------------------ ------------------- ------------------ (1) The price is estimated in accordance with Rule 457(h)(1) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee, based on the average of the bid and asked price (2.969 bid; 3.125 asked) of the common stock as reported on the National Association of Securities Dealers Inc.'s Over the Counter Bulletin Board on June 19, 2000 .
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ITEM 1. PLAN INFORMATION. N/A ITEM 2. COMPANY INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents are incorporated by reference in Section 10(a) Prospectus) and other documents required to be delivered to the Employees and/or Consultants pursuant to Rule 428(b) are available without charge by contacting: efinancial depot.com, Inc. 150 - 1875 Century Park East Century City, CA 90067 Attention: The President (Telephone: (877) 739-3812) PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by e-Financial Depot.com, Inc. (the "Company" or the "Registrant") are incorporated herein by reference: (a) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1999. (b) All reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the registrant document referred to in (a) of this Item., including: - - Registrant's Form 8-K filed on February 25, 2000; - - Registrant's Form S-8 filed on March 28, 2000; - - Registrant's NT 10-K filed on March 30, 2000; - - Registrant's Form 10-KSB40 filed on April 14, 2000; - - Registrant's Quarterly Report on Form 10-QSB for the fiscal period ended March 31, 2000; and - - Registrant's Form 8-K filed on May 23, 2000. (c) The description of the Registrant's common shares as contained in the Company's Form 10-SB filed on July 30, 1999; In addition to the foregoing, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment indicating that all of the securities offered hereunder have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that is also incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law provides as follows with respect to indemnification of directors and officers: (a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person's conduct was unlawful. (b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. (c) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. (d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders; (e) Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys' fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. (f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office. (g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section. (h) For purposes of this section, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. (i) For purposes of this section, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this section. (j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. (k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation's obligation to advance expenses (including attorneys' fees). The Company's Articles provide as follows with respect to indemnification of directors and officers: 7.1 AUTHORIZATION FOR INDEMNIFICATION. The Company may indemnify, in the manner and to the full extent permitted by law, any person (or the estate, heirs, executors, or administrators of any person) who was or is a party to, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), by reason of the fact that such person is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful. 7.2 ADVANCE OF EXPENSES. Costs and expenses (including attorneys' fees) incurred by or on behalf of a director or officer in defending or investigating any action, suit, proceeding or investigation may be paid by the Company in advance of the final disposition of such matter, if such director or officer shall undertake in writing to repay any such advances in the event that it is ultimately determined that he is not entitled to indemnification. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board deems appropriate. Notwithstanding the foregoing, no advance shall be made by the Company if a determination is reasonably and promptly made by the Board by a majority vote of a quorum of disinterested directors, or (if such a quorum is not obtainable or, even if obtainable, a quorum of disinterested directors so directs) by independent legal counsel in a written opinion, or by the stockholders, that, based upon the facts known to the Board or counsel at the time such determination is made, (a) the director, officer, employee or agent acted in bad faith or deliberately breached his duty to the Company or its stockholders, and (b) as a result of such actions by the director, officer, employee or agent, it is more likely than not that it will ultimately be determined that such director, officer, employee or agent is not entitled to indemnification. 7.3 INSURANCE. The Company may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or as a member of any committee or similar body against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Company would have the power to indemnify him against such liability under the provisions of this Article or applicable law. 7.4 NON-EXCLUSIVITY. The right of indemnity and advancement of expenses provided herein shall not be deemed exclusive of any other rights to which any person seeking indemnification or advancement of expenses from the Company may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Any agreement for indemnification of or advancement of expenses to any director, officer, employee or other person may provide rights of indemnification or advancement of expenses which are broader or otherwise different from those set forth herein. The Company's directors and officers are insured against losses arising from any claim against them as such for wrongful acts or omissions, subject to certain limitations. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. ITEM 8. EXHIBITS. 5 Opinion of Clark, Wilson 10.1 Contractor agreement between the Company and e-DGM Consulting B.V. ("e-DGM"), dated as of March 17, 2000 (the "e-DGM Agreement") 10.2 Contractor agreement between the Company and Cobra Capital Limited ("Cobra"), dated as of March 28, 2000 (the "Cobra Agreement") 23.1 Consents Clark, Wilson (included in Exhibit 5) 23.2 Consent of Auditor (Stefanou & Company, LLP) 24 Power of Attorney (included in signature page) 99.1 Letter, dated June 20, 2000, from e-DGM to the Company directing the issuance of shares pursuant to the e-DGM Agreement 99.2 Letter, dated June 20, 2000, from Cobra to the Company directing the issuance of shares pursuant to the Cobra Agreement ITEM 9. UNDERTAKINGS. 1. The undersigned Company hereby undertakes that: (a) to file, during any period in which offers or sales are being made, a post-effective amendment of this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement of any material change to such information in the registration statement; provided however, that paragraphs (a)(I) and (a)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; (b) for the purposes of determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; (c) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. The Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suite or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES THE COMPANY. Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, in the Province of British Columbia, on the 21st day of June, 2000 (Registrant) efinancial depot.com, Inc. By (Signature and Title) /s/ John Huguet ----------------- John Huguet, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints John Huguet his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. (Signature) /s/ John Huguet ----------------- John Huguet (Title) President and Chief Executive Officer (principal executive officer)/Director (Date) June 21, 2000 (Signature) /s/ Randy Doten ----------------- Randy Doten (Title) Vice President, Technical Development / Director (Date) June 21, 2000 EX-5 2 0002.txt OPINION OF CLARK, WILSON CLARK, WILSON BARRISTERS & SOLICITORS Patent & Trademark Agents June 20, 2000 e-Financial Depot.com, Inc. 150 - 1875 Century Park East Century City, CA 90067 Attention: John Huguet, President Dear Sirs: RE: REGISTRATION STATEMENT ON FORM S-8 We are counsel to e-Financial Depot.com, Inc. (the "Company"), a Delaware corporation, and have assisted in the preparation of the Registration Statement of the Company on Form S-8 (the "Registration Statement") covering 387,000 common shares (the "Shares") in the capital of the Company granted or issuable: 1. as to 36,000 shares, pursuant to a consulting agreement, dated as of March 17, 2000, between the Company and e-DGM Consulting B.V.; and 2. as to 51,000 shares, and 300,000 warrants at a price of $5.00 per share, pursuant to a consulting agreement, dated as of March 28, 2000, between the Company and Cobra Capital Limited. We have examined originals or copies, certified or otherwise identified to our satisfaction of the resolutions of the directors of the Company with respect to the matters herein. We have also examined such statutes and public and corporate records of the Company, and have considered such questions of law as we have deemed relevant and necessary as a basis for the opinion expressed herein. We have for the purposes of this opinion assumed the genuineness of all signatures examined by us, the authenticity of all documents and records submitted to us as originals and the conformity to all original documents of all documents submitted to us as certified, photostatic or facsimile copies. Based upon and subject to the foregoing, and subject to the qualifications hereinafter expressed, we are of the opinion that each Share to be issued and sold by the Company pursuant to the Registration Statement will be, when sold and paid for pursuant to the terms of the Agreement, validly issued, fully paid and non-assessable. We are barristers and solicitors qualified to practice law in the Province of British Columbia and the State of California. Our opinion expressed above is limited to the present laws of the Province of British Columbia and of the federal laws of Canada and the United States. This opinion is being furnished solely in connection with the filing of the Registration Statement with the Securities and Exchange Commission, and we hereby consent to the use of this opinion as an exhibit to the Registration Statement. This opinion may not be relied upon, used by or distributed to any person or entity for any other purpose without our prior written consent. Yours truly, CLARK, WILSON /s/ Clark, Wilson EX-10.1 3 0003.txt CONTRACTOR AGREEMENT - E-DGM CONSULTING THIS AGREEMENT is made effective as of the 17th day of March, 2000 BETWEEN: EFINANCIAL DEPOT.COM, INC. (hereinafter referred to as the "Company") OF THE FIRST PART AND: E-DGM B.V. CONSULTING B.V. (hereinafter referred to as the "Contractor") OF THE SECOND PART WHEREAS: A. The Company desires to retain the Contractor to provide services to the Company in the areas of identifying and developing business opportunities in Europe for the Company's financial services business (the "Services") and the Contractor has agreed to so assist the Company on the terms and conditions of this Agreement. NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each, the parties hereto agree as follows: 1. APPOINTMENT AND AUTHORITY OF CONTRACTOR (a) Appointment of Contractor The Company hereby appoints the Contractor to perform the Services for the benefit of the Company, and the Company hereby authorizes the Contractor to exercise such powers as provided under this Agreement. The Contractor accepts such appointment on the terms and conditions herein set forth. (b) Authority of Contractor The Contractor shall have no right or authority, express or implied, to commit or otherwise obligate the Company in any manner whatsoever except to the extent specifically provided herein or specifically authorized in writing by the Company. (c) Independent Contractor In performing its services hereunder, the Contractor shall be an independent contractor and not an employee or agent of the Company, except that the Contractor shall be the agent of the Company solely in circumstances where the Contractor must be the agent to carry out its obligations as set forth in this Agreement. Nothing in this Agreement shall be deemed to require the Contractor to provide its services exclusively to the Company and the Contractor hereby acknowledges that the Company is not required and shall not be required to make any remittances and payments required of employers by statute on the Contractor's behalf and the Contractor or any of its agents or employees shall not be entitled to the fringe benefits provided by the Company to its employees. 2. CONTRACTOR'S AGREEMENTS (a) General In providing the Services to the Company, the Contractor shall at all times be subject to the direction of the Company and shall keep the Company informed as to all matters concerning the Contractor's activities. (b) Expense Statements The Contractor shall on or before the 15th day of each calendar month during the term hereof, or if a Saturday, Sunday or holiday the next following business day, render to the Company an itemized statement and accounting for the previous calendar month, together with such supporting documents as and when the Company may reasonably require, of all expenses which the Company is obligated by this Agreement to reimburse. The Contractor may incur expenses in the name of the Company up to an amount per month as agreed in advance by the Company, such expenses to relate solely to the carrying out of the Contractor's duties hereunder. The Contractor will immediately forward all invoices for expenses incurred on behalf of and in the name of the Company and the Company agrees to pay said invoices directly on a timely basis. 3. COMPANY'S AGREEMENTS (a) Compensation of Contractor As compensation for the services rendered by the Contractor pursuant to this Agreement, the Company shall issue to or at the direction of the Contractor, subject to termination of this Agreement in accordance with the terms hereof, a total of 36,000 shares (the "Shares") in the common stock of the Company as follows: (i) 6,000 shares as at March 31, 2000 and as at April 30, 2000; and (ii) 2,400 shares as at the last day of each and every month up to and including February 28, 2001. In addition to the Shares, the Company may, but is under no obligation to, further compensate the Contractor based upon the successful identification and consummation of business opportunities in Europe. (b) Indemnity by Company The Company hereby agrees to indemnify, defend and hold harmless the Contractor, from and against any and all claims, demands, losses, actions, lawsuits and other proceedings, judgments and awards, and costs and expenses (including reasonable legal fees), arising directly or indirectly, in whole or in part, out of any matter related to any action taken by the Contractor within the scope of its duties or authority hereunder, excluding only such of the foregoing as arise from the fraudulent, gross negligence, reckless or wilful act or omission of the Contractor, its officers, directors, agents or employees or as arise in respect of the Contractor's office overhead or the Contractor's general administrative expenses, and the provisions of this Section 3(b) shall survive termination of this Agreement. 4. DURATION, TERMINATION AND DEFAULT (a) Effective Date This Agreement shall become effective as of the 1st day of March, 2000, and shall continue on until February 28, 2001 subject to earlier termination as provided for herein. (b) Termination This Agreement may be terminated by either party by giving the other 30 days written notice of such termination provided that in circumstances where the Contractor would otherwise have been entitled to receive a payment pursuant to Section 3.1 herein within 30 days following termination of this Agreement the Company shall make such payment to the Contractor as if the Agreement had not been terminated. (c) Duties Upon Termination Upon termination of this Agreement for any reason, the Contractor shall upon receipt of all sums due and owing, promptly deliver the following in accordance with the directions of the Company: (i) a final accounting, reflecting the balance of expenses incurred on behalf of the Company as of the date of termination; and (ii) all documents pertaining to the Company or this Agreement, including but not limited to, all books of account, correspondence and contracts, provided that the Contractor shall be entitled thereafter to inspect, examine and copy all of the documents which it delivers in accordance with this provision at all reasonable times upon three (3) days' notice to the Company. (d) Compensation of Contractor on Termination Upon termination of this Agreement, the Contractor shall be entitled to receive as its full and sole compensation in discharge of obligations of the Company to the Contractor under this Agreement all sums due and payable under this Agreement to the date of termination and the Contractor shall have no right to receive any further payments; provided, however, that the Company shall have the right to offset against any payment owing to the Contractor under this Agreement any damages, liabilities, costs or expenses suffered by the Company by reason of the fraud, negligence or wilful act of the Contractor, to the extent such right has not been waived by the Company. 5. CONFIDENTIALITY (a) Ownership of Work Product All reports, documents, concepts, products and processes together with any marketing schemes, business or sales contracts, or any business opportunities prepared, produced, developed, or acquired, by or at the direction of the Contractor, directly or indirectly, in connection with or otherwise developed or first reduced to practice by the Contractor performing the services (collectively, the "Work Product") shall belong exclusively to the Company which shall be entitled to all right, interest, profits or benefits in respect thereof. No copies, summaries or other reproductions of any Work Product shall be made by the Contractor or any of its agents or employees without the express permission of the Company, provided that the Contractor is hereby given permission to maintain one copy of the Work Product for its own use. (b) Confidentiality The Contractor shall not, except as authorized or required by its duties, reveal or divulge to any person or companies any of the trade secrets, secret or confidential operations, processes or dealings or any information concerning the organization, business, finances, transactions or other affairs of the Company, which may come to its knowledge during the term of this Agreement and shall keep in complete secrecy all confidential information entrusted to him and shall not use or attempt to use any such information in any manner which may injure or cause loss, either directly or indirectly, to the Company's business or may be likely so to do. This restriction shall continue to apply after the termination of this Agreement without limit in point of time but shall cease to apply to information or knowledge which may come into the public domain. The Contractor shall comply, and shall cause its agents and employees to comply, with such directions as the Company shall make to ensure the safeguarding or confidentiality of all such information. The Company may require that any agent or employee of the Contractor execute an agreement with the Company regarding the confidentiality of all such information. (c) Devotion to Contract During the term of this Agreement, the Contractor shall devote sufficient time, attention, and ability to the business of the Company, and to any associated company, as is reasonably necessary for the proper performance of its services pursuant to this Agreement. Nothing contained herein shall be deemed to require the Contractor to devote its exclusive time, attention and ability to the business of the Company. During the term of this Agreement, the Contractor shall, and shall cause each of its agents or employees assigned to performance of the services on behalf of the Contractor to,: (i) at all times perform its services faithfully, diligently, to the best of its abilities and in the best interests of the Company; (ii) devote such of its time, labour and attention to the business of the Company as is necessary for the proper performance of the Contractor's services hereunder; and (iii) refrain from acting in any manner contrary to the best interests of the Company or contrary to the duties of the Contractor as contemplated herein. (d) Other Activities The Contractor shall not be precluded from acting in a function similar to that contemplated under this Agreement for any other person, firm or company. 6. MISCELLANEOUS (a) Waiver; Consents No consent, approval or waiver, express or implied, by either party hereto, to or of any breach of default by the other party in the performance by the other party of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such other party of the same or any other obligations of such other party or to declare the other party in default, irrespective of how long such failure continues, shall not constitute a general waiver by such party of its rights under this Agreement, and the granting of any consent or approval in any one instance by or on behalf of the Company shall not be construed to waiver or limit the need for such consent in any other or subsequent instance. (b) Governing Law This Agreement and all matters arising thereunder shall be governed by the laws of the State of Delaware. (c) Successors, etc. This Agreement shall enure to the benefit of and be binding upon each of the parties hereto and their respective heirs, successors and permitted assigns. (d) Assignment This Agreement may not be assigned by any party except with the written consent of the other party hereto. (e) Entire Agreement and Modification This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior agreements and undertakings, whether oral or written, relative to the subject matter hereof. To be effective any modification of this Agreement must be in writing and signed by the party to be charged thereby. (f) Headings The headings of the Sections and Articles of this Agreement are inserted for convenience of reference only and shall not in any manner affect the construction or meaning of anything herein contained or govern the rights or liabilities of the parties hereto. (g) Notices All notices, requests and communications required or permitted hereunder shall be in writing and shall be sufficiently given and deemed to have been received upon personal delivery or, if mailed, upon the first to occur of actual receipt or forty-eight (48) hours after being placed in the mail, postage prepaid, registered or certified mail, return receipt requested, respectively addressed to the Company or the Contractor as follows: The Company: EFinancial Depot.com, Inc. 150 - 1875 Century Park East Century City, California 90067 USA Attention: John Huguet The Contractor: E-DGM Consulting B.V. Den ILP 190 1127 Den ILP The Netherlands Attention: Don G. Merriman or such other address as may be specified in writing to the other party, but notice of a change of address shall be effective only upon the actual receipt. (h) Time of the Essence Time is of the essence. (i) Further Assurances The parties hereto agree from time to time after the execution hereof to make, do, execute or cause or permit to be made, done or executed all such further and other lawful acts, deeds, things, devices and assurances in law whatsoever as may be required to carry out the true intention and to give full force and effect to this Agreement. (j) Counterparts This Agreement may be executed in several counter-parts, each of which will be deemed to be an original and all of which will together constitute one and the same instrument. IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written. EFINANCIAL DEPOT.COM, INC. Per: /s/ John Huguet ----------------------- Authorized Signatory DGM B.V. CONSULTANTS Per: /s/ Don G. Merriman ------------------------------ Authorized Signatory EX-10.2 4 0004.txt CONTRACTOR AGREEMENT - COBRA CAPITAL THIS AGREEMENT is made effective as of the 28th day of March, 2000 BETWEEN: EFINANCIAL DEPOT.COM, INC. - ---------------------------- 150 - 1875 Century Park East Century City, California, 90067 (hereinafter referred to as the "Company") OF THE FIRST PART AND: COBRA CAPITAL LIMITED - ----------------------- (hereinafter referred to as the "Contractor") OF THE SECOND PART WHEREAS: A. The Company desires to retain the Contractor to assist the Company in the areas of strategic development, mergers and acquisitions and corporate finance with particular emphasis on Asia and the Contractor has agreed to so assist the Company on the terms and conditions of this Agreement. NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each, the parties hereto agree as follows: ARTICLE 1 APPOINTMENT AND AUTHORITY OF CONTRACTOR 1.1 Appointment of Contractor The Company hereby appoints the Contractor to perform certain services for the benefit of the Company as hereinafter set forth, and the Company hereby authorizes the Contractor to exercise such powers as provided under this Agreement. The Contractor accepts such appointment on the terms and conditions herein set forth. 1.2 Authority of Contractor The Contractor shall have no right or authority, express or implied, to commit or otherwise obligate the Company in any manner whatsoever except to the extent specifically provided herein or specifically authorized in writing by the Company. 1.3 Independent Contractor In performing its services hereunder, the Contractor shall be an independent contractor and not an employee or agent of the Company, except that the Contractor shall be the agent of the Company solely in circumstances where the Contractor must be the agent to carry out its obligations as set forth in this Agreement. Nothing in this Agreement shall be deemed to require the Contractor to provide its services exclusively to the Company and the Contractor hereby acknowledges that the Company is not required and shall not be required to make any remittances and payments required of employers by statute on the Contractor's behalf and the Contractor or any of its agents or employees shall not be entitled to the fringe benefits provided by the Company to its employees. ARTICLE 2 CONTRACTOR'S AGREEMENTS 2.1 General The services to be provided by the Contractor for the Company shall include the following in relation to the Company's desire to expand its business in Asia: (a) assisting the Company in its strategic planning and development; (b) providing the Company with advise in connection with the raising of capital and the Company's affairs generally; (c) identifying potential merger and acquisition targets for the Company and assisting the Company in negotiating and consummating acquisitions; (d) implementing or causing to be implemented decisions of the Company in accordance with and as limited by this Agreement; (e) providing such other services as the Company may reasonably request; and in so assisting the Company, the Contractor shall at all times be subject to the direction of the Company and shall keep the Company informed as to all matters concerning the Contractor's activities. 2.2 Expense Statements The Contractor shall on or before the 15th day of each calendar month during the term hereof, or if a Saturday, Sunday or holiday the next following business day, render to the Company an itemized statement and accounting for the previous calendar month, together with such supporting documents as and when the Company may reasonably require, of all expenses which the Company is obligated by this Agreement to reimburse. The Contractor may incur expenses in the name of the Company up to an amount per month as agreed in advance by the Company, such expenses to relate solely to the carrying out of the Contractor's duties hereunder. The Contractor will immediately forward all invoices for expenses incurred on behalf of and in the name of the Company and the Company agrees to pay said invoices directly on a timely basis. ARTICLE 3 COMPANY'S AGREEMENTS 3.1 Compensation of Contractor As compensation for the services rendered by the Contractor pursuant to this Agreement, the Company shall: (a) issue to the Contractor, or as directed by the Contractor, a warrant (the "Warrant") entitling the holder to acquire 300,000 common shares in the capital stock of the Company (the "Common Shares") at a price of $5.00 per share, said Warrant having a term of 5 years; and (b) issue to the Contractor, or as directed by the Contractor, 8,500 Common Shares per month, as at the last day of each and every month during the term of this Agreement. 3.2 Indemnity by Company The Company hereby agrees to indemnify, defend and hold harmless the Contractor and Sherrin Lim, from and against any and all claims, demands, losses, actions, lawsuits and other proceedings, judgments and awards, and costs and expenses (including reasonable legal fees), arising directly or indirectly, in whole or in part, out of any matter related to any action taken by the Contractor within the scope of its duties or authority hereunder, excluding only such of the foregoing as arise from the fraudulent, gross negligence, reckless or wilful act or omission of the Contractor, its officers, directors, agents or employees or as arise in respect of the Contractor's office overhead or the Contractor's general administrative expenses, and the provisions of this Section 3.2 shall survive termination of this Agreement. ARTICLE 4 DURATION, TERMINATION AND DEFAULT 4.1 Effective Date This Agreement shall become effective as of the 1st day of March, 2000, and shall continue for a period ending August 31, 2000, subject to earlier termination as provided for herein. 4.2 Termination This Agreement may be terminated by either party by giving the other 30 days written notice of such termination provided that in circumstances where the Contractor would otherwise have been entitled to receive a payment pursuant to Section 3.1 herein within 30 days following termination of this Agreement the Company shall make such payment to the Contractor as if the Agreement had not been terminated. 4.3 Duties Upon Termination Upon termination of this Agreement for any reason, the Contractor shall upon receipt of all payments due and owing, promptly deliver the following in accordance with the directions of the Company: (a) a final accounting, reflecting the balance of expenses incurred on behalf of the Company as of the date of termination; and (b) all documents pertaining to the Company or this Agreement, including but not limited to, all books of account, correspondence and contracts, provided that the Contractor shall be entitled thereafter to inspect, examine and copy all of the documents which it delivers in accordance with this provision at all reasonable times upon three (3) days' notice to the Company. 4.4 Compensation of Contractor on Termination Upon termination of this Agreement, the Contractor shall be entitled to receive as its full and sole compensation in discharge of obligations of the Company to the Contractor under this Agreement all payments due and payable under this Agreement to the date of termination and the Contractor shall have no right to receive any further payments; provided, however, that the Company shall have the right to offset against any payment owing to the Contractor under this Agreement any damages, liabilities, costs or expenses suffered by the Company by reason of the fraud, negligence or wilful act of the Contractor, to the extent such right has not been waived by the Company. ARTICLE 5 CONFIDENTIALITY 5.1 Ownership of Work Product All reports, documents, concepts, products and processes together with any marketing schemes, business or sales contracts, or any business opportunities prepared, produced, developed, or acquired, by or at the direction of the Contractor, directly or indirectly, in connection with or otherwise developed or first reduced to practice by the Contractor performing the services (collectively, the "Work Product") shall belong exclusively to the Company which shall be entitled to all right, interest, profits or benefits in respect thereof. No copies, summaries or other reproductions of any Work Product shall be made by the Contractor or any of its agents or employees without the express permission of the Company, provided that the Contractor is hereby given permission to maintain one copy of the Work Product for its own use. 5.2 Confidentiality The Contractor shall not, except as authorized or required by its duties, reveal or divulge to any person or companies any of the trade secrets, secret or confidential operations, processes or dealings or any information concerning the organization, business, finances, transactions or other affairs of the Company, which may come to his knowledge during the term of this Agreement and shall keep in complete secrecy all confidential information entrusted to him and shall not use or attempt to use any such information in any manner which may injure or cause loss, either directly or indirectly, to the Company's business or may be likely so to do. This restriction shall continue to apply after the termination of this Agreement without limit in point of time but shall cease to apply to information or knowledge which may come into the public domain. The Contractor shall comply, and shall cause its agents and employees to comply, with such directions as the Company shall make to ensure the safeguarding or confidentiality of all such information. The Company may require that any agent or employee of the Contractor execute an agreement with the Company regarding the confidentiality of all such information. 5.3 Devotion to Contract During the term of this Agreement, the Contractor shall devote sufficient time, attention, and ability to the business of the Company, and to any associated company, as is reasonably necessary for the proper performance of its services pursuant to this Agreement. Nothing contained herein shall be deemed to require the Contractor to devote its exclusive time, attention and ability to the business of the Company. During the term of this Agreement, the Contractor shall, and shall cause each of its agents or employees assigned to performance of the services on behalf of the Contractor to,: (a) at all times perform its services faithfully, diligently, to the best of its abilities and in the best interests of the Company; (b) devote such of its time, labour and attention to the business of the Company as is necessary for the proper performance of the Contractor's services hereunder; and (c) refrain from acting in any manner contrary to the best interests of the Company or contrary to the duties of the Contractor as contemplated herein. 5.4 Other Activities The Contractor shall not be precluded from acting in a function similar to that contemplated under this Agreement for any other person, firm or company. ARTICLE 6 MISCELLANEOUS 6.1 Waiver; Consents No consent, approval or waiver, express or implied, by either party hereto, to or of any breach of default by the other party in the performance by the other party of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such other party of the same or any other obligations of such other party or to declare the other party in default, irrespective of how long such failure continues, shall not constitute a general waiver by such party of its rights under this Agreement, and the granting of any consent or approval in any one instance by or on behalf of the Company shall not be construed to waiver or limit the need for such consent in any other or subsequent instance. 6.2 Piggyback Registration Rights If at any time during the 2 years following the issuance of the Warrant or any Common Shares to, or at the direction of, the Contractor as contemplated hereunder the Company proposes to file a registration statement qualifying the issuance or resale of certain of the Company's securities, the Company shall, subject to the objection of any underwriter involved in such share issuances, include any securities issued to the Contractor hereunder in such registration statement. This provision shall survive any termination of this Agreement. 6.3 Governing Law This Agreement and all matters arising thereunder shall be governed by the laws of Delaware and the parties hereto agree to attorn to the jurisdiction of the Courts thereof 6.4 Successors, etc. This Agreement shall enure to the benefit of and be binding upon each of the parties hereto and their respective heirs, successors and permitted assigns. 6.5 Assignment This Agreement may not be assigned by any party except with the written consent of the other party hereto. 6.6 Entire Agreement and Modification This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior agreements and undertakings, whether oral or written, relative to the subject matter hereof. To be effective any modification of this Agreement must be in writing and signed by the party to be charged thereby. 6.7 Headings The headings of the Sections and Articles of this Agreement are inserted for convenience of reference only and shall not in any manner affect the construction or meaning of anything herein contained or govern the rights or liabilities of the parties hereto. 6.8 Notices All notices, requests and communications required or permitted hereunder shall be in writing and shall be sufficiently given and deemed to have been received upon personal delivery or, if mailed, upon the first to occur of actual receipt or forty-eight (48) hours after being placed in the mail, postage prepaid, registered or certified mail, return receipt requested, respectively addressed to the Company or the Contractor as follows: The Company: efinancial depot.com, Inc. 150 - 1875 Century Park East Century City, CA USA 90067 Attention: John Huguet The Contractor: Cobra Capital Inc. Attention: or such other address as may be specified in writing to the other party, but notice of a change of address shall be effective only upon the actual receipt. 6.9 Time of the Essence Time is of the essence. 6.10 Further Assurances The parties hereto agree from time to time after the execution hereof to make, do, execute or cause or permit to be made, done or executed all such further and other lawful acts, deeds, things, devices and assurances in law whatsoever as may be required to carry out the true intention and to give full force and effect to this Agreement. 6.11 Counterparts This Agreement may be executed in several counter-parts, each of which will be deemed to be an original and all of which will together constitute one and the same instrument. IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written. EFINANCIAL DEPOT.COM, INC. Per: /s/ John Huguet ----------------- Authorized Signatory COBRA CAPITAL CORP. Per: /s/ Stephen Koltai -------------------- Authorized Signatory EX-23.1 5 0005.txt CONSENT OF CLARK, WILSON Consent of Clark, Wilson included in Exhibit 5. EX-23.2 6 0006.txt CONSENT OF AUDITOR CONSENT OF AUDITOR CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TO: e-Financial Depot.com, Inc. As independent certified public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8, of our report dated March 28, 2000 to eFinancial Depot.com, Inc., included in e-Financial Depot.Com Inc,'s Form 10-SB40 dated April 14, 2000. /s/ Stefanou & Company LLP Stefanou & Company LLP McLean, Virginia June 20, 2000 EX-99.1 7 0007.txt DIRECTION - E-EDM June 20, 2000 e-Financial Depot.com, Inc. 150 - 1875 Century Plaza Park East Century City, CA 90067 Attention: John Huguet Dear Sirs/Mesdames: Re: Directions for Share Issuance -------------------------------- Pursuant to Item 3.1 of the Contractor Agreement (the "Agreement"), dated as of March 17, 2000, between e-Financial Depot.com, Inc. and e-DGM Consulting B.V., we hereby direct you to issue the common stock, payable according to the terms of the Agreement, to Don G. Merriman. Yours truly, /s/ signed E-DGM CONSULTING B.V. EX-99.2 8 0008.txt DIRECTION - COBRA June 20, 2000 e-Financial Depot.com, Inc. 150 - 1875 Century Plaza Park East Century City, CA 90067 Attention: John Huguet Dear Sirs/Mesdames: Re: Directions for Share Issuance -------------------------------- Pursuant to Item 3.1 of the Contractor Agreement (the "Agreement"), dated as of March 28, 2000, between e-Financial Depot.com, Inc. and Cobra Capital Limited ("Cobra"), we hereby direct you to issue the common stock, payable according to the terms of the Agreement, to Stephen Koltai. Cobra hereby covenants, represents and warrants to the Company that Cobra is not providing consulting or advisory services in connection with the offer or sale of securities in a capital-raising transaction and is not, directly or indirectly, promoting or maintaining a market for the Company's securities. Stephen Koltai hereby covenants, represents and warrants to the Company that he is not providing consulting or advisory services in connection with the offer or sale of securities in a capital-raising transaction and is not, directly or indirectly, promoting or maintaining a market for the Company's securities. Yours truly, Per: /s/ signed COBRA CAPITAL LIMITED /s/ Stephen Koltai Stephen Koltai -----END PRIVACY-ENHANCED MESSAGE-----