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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )(1)
eFinancial Depot.com, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.001
- --------------------------------------------------------------------------------
(Title of Class of Securities)
282246 10 7
- --------------------------------------------------------------------------------
(CUSIP Number)
John K, Pierson, Esq.
12424 Wilshire Blvd.
Suite 1120
Los Angeles, CA 90025-1042
(310) 826-8009
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 31, 2000
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(SC13D-07/98)
(Continued on following pages)
(Page 1 of 13 Pages)
<PAGE>
CUSIP No. 282246 10 7 13D Page 2 of 13 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gold Crown Holdings Limited
_______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
SC
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
________________________________________________________________________________
7 SOLE VOTING POWER
- -0-
_____________________________________________________________
8 SHARED VOTING POWER
9,552,500
_________________________________________________________________
9 SOLE DISPOSITIVE POWER
9,552,500
________________________________________________________________
10 SHARED DISPOSITIVE POWER
- -0-
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,552,500
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
76.4%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 282246 10 7 13D Page 3 of 13
Pages
________________________________________________________________________________
Item 1. Security and Issuer.
Common Stock, par value $0.001, of eFinancial Depot.com, Inc., a Delaware
corporation, 1005 750 W. Pender Street, Vancouver, British Columbia, Canada
V6C 2T8
________________________________________________________________________________
Item 2. Identity and Background.
(a) Name:
Reporting Person: Gold Crown Holdings Limited, a British Virgin
Islands Corporation administered by Herald
Trust Company
Director: Warwick Nominees Ltd.
C/o 22 Hill St., St. Hellier, Jersey JE4 8X2
Director: Simon A. Colldridge
The Old Forge, Plaisance,
Director: Caragh Colldridge
The Old Forge, Plaisance,
Secretary: Warwick Secretaries, Ltd.,
C/o 22 Hill St., St. Hellier, Jersey JE4 8X2
Beneficiary: Mary C. Denison
(b) Business Address:
Reporting Person: c/o Herald Trust Company Ltd., Herald House,
22 Hill Street, St. Hellier, Jersey JE4 8X2
Beneficiary: 257 County Road, No. 546, Bushnell,
FL 33513
(c) Principal Occupation:
Reporting Person: Investments
Beneficiary: Retired
(d) During the last five years, neither the Reporting Person
nor any of the other persons identified in this Item 2
has been convicted in a criminal proceeding.
(e) During the last 5 years, neither the Reporting Person
nor any of the other persons identified in this Item 2
has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and
as a result of such proceeding been subject to
a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities law or finding
any violation with respect to such law.
(f) Citizenship:
Reporting Person: British Virgin Islands
Beneficiary: United States
<PAGE>
CUSIP No. 282246 10 7 13D Page 4 of 13 Pages
_______________________________________________________________________________
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person obtained beneficial ownership of the shares of eFinancial
Depot.com, Inc. reflected herein upon the release from escrow on January 31,
2000
of shares issued to the Reporting Person in connection with the acquisition of
Talk Stock with Me, Inc. by eFinancial Depot.com.
________________________________________________________________________________
Item 4. Purpose of Transaction.
Investment
________________________________________________________________________________
Item 5. Interest in Securities of the Issuer.
Of the 12,500,000 shares of eFinancial Depot.com, Inc. common stock
issued and outstanding, the Reporting Person has sole dispositive and
shared voting power over 9,552,500 shares, or 76.4% of the total shares.
________________________________________________________________________________
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Reporting Person has executed and delivered a proxy to John Huguet
pursuant to which Mr. Huguet shall have the right to vote all of the eFinancial
Depot.com, Inc. common stock held by the Reporting Person.
Mary C. Denison, the beneficiary of the Reporting Person has entered into
an Agreement with Richard Langley, a United States citizen, pursuant to which
Mr. Langley will obtain ownership of all assets held by the Reporting Person
upon the death of the beneficiary.
In connection with the acquisition of Talk Stock with Me, Inc.,
the Reporting Person entered into a Consulting Agreement with Langley
Investment Advisory Group, Inc. (the "Langley Group"), pursuant to which
(i) the Reporting Person has agreed to pay the Langley Group a consulting fee
of $25,000 per month for five years from September 1999; and (ii) the
Reporting Person has agreed to reimburse the Langley Group costs and
expenses incurred in connection with the acquisition of Talk Stock with Me,
Inc. and acquisition of FDPO shares amounting to approximately $785,000.
________________________________________________________________________________
Item 7. Material to be Filed as Exhibits.
7.1 Proxy issued to John Huguet.
7.2 Agreement between Mary C. Denison and Richard Langley
7.3 Consulting Agreement between Gold Crown Holdings Ltd. and
Langley Investment Advisory Group, Inc.
________________________________________________________________________________
<PAGE>
CUSIP No. 282246 10 7 13D Page 5 of 13 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 31, 2000
----------------------------------------
(Date)
/s/ R.D. Sharp
----------------------------------------
(Signature)
Warwick Nominees Ltd.
----------------------------------------
(Name/Title)
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
<PAGE>
CUSIP No. 282246 10 7 13D Page 6 of 13 Pages
EXHIBIT 7.1
PROXY
The undersigned, as record owner of the shares of
eFinancial Depot.Com (OTCBB: FDPO) described below, hereby
appoints John Huguet as the proxy of the undersigned to attend
the future meeting of the shareholders of said corporation and
to represent, vote, execute, consent, waive and otherwise act for
the undersigned in the same manner and with the same effect as
if the undersigned were personally present at said meeting.
This proxy may be revoked at any time by the undersigned
and unless revoked earlier shall terminate on February 1, 2002.
Number and Class of Shares Owned: 9,552,500 shares of common
stock.
For and on behalf of
Warwick Nominees Limited
DATED: 3 February 2000 By: /s/Robert W. Sharp
======================
Goldcrown Holdings, Ltd.
22 Herald House
Hill Street
St. Hellier, Jersey JE4 8x2
Channel Islands
<PAGE>
CUSIP No. 282246 10 7 13D Page 7 of 13 Pages
EXHIBIT 7.2
November 8, 1999
Mr. Richard M. Langley, Jr.
1875 Century Park East, Suite 150
Los Angeles, CA 90067
Re: Assignment of interest in Goldcrown
Dear Richard:
I, Mary Charles Denison, being of sound mind and body, do hereby bequeath
in the event of my death to Richard Langley, Jr., all right , title an
beneficial
interest in and to Goldcrown Holdings Ltd., a British Virgin Islands
Corporation.
Sincerely,
/s/ Mary C. Denison
Mary C. Denison
Witness:
/s/ Mabel J. Clemons
Witness:
/s/ Franklin M. Harrison
<PAGE>
CUSIP No. 282246 10 7 13D Page 8 of 13 Pages
EXHIBIT 7.3
CONSULTING AGREEMENT
THIS AGREEMENT is made this nineteenth day or September, 1999 by and
between Gold Crown Holdings, Ltd., a British Virgin Islands Corporation
"Company" and Langley Investment Advisory Group, a Florida Corporation
"Consultant".
RECITALS
<PAGE>
A. The Consultant is familiar with: (i) the business of the Company, in
this case;
(ii) the business of owning non-majority blocks of stock in public companies for
investment purposes relating to the internet and financial sectors;
B. The Company desires that the Consultant provide to the Company, and
the Consultant desires to provide to the Company, business advice, identifying
potential acquisition and mergers, potential financing sources, future new
client's, strategic partner planning and consultation to oversee the
investment, and
C. The parties hereto desire to enter into a Consulting Agreement in the
terms hereafter set forth and for the purposes set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties mutually agree as follows:
<PAGE>
1. Incorporation of recitals. The recitals set forth above are
incorporated herein
and made a part hereof as if fully set forth herein.
2. Definitions. In this Agreement:
(a) "Confidential Information" means any information or trade secrets
that the consultant learns or develops during the term of this Agreement that
derives independent economic value from not being generally known or readily
ascertainable by proper means by other persons who can obtain economic value.
(b) "Company" means Company, and/or any subsidiary or divisions.
3. Consultant Services. The Consultant shall provide consulting
services hereafter
enumerated to the Company for the period commencing on September 19, 1999 and
continuing through September 19, 2004, at which time this Agreement shall
terminate unless the parties hereto, through endorsements on the last page of
this Agreement, agree to continue this Agreement for a successive five (5) year
period. Consultant shall be available
<PAGE>
provide such services as are reasonably required by the Company, including but
not limited with interfacing with the executives of the companies that Company
owns blocks of stock in.
4. Compensation. The Company shall pay to Consultant for the services
rendered
hereunder a fee of $25,000.00 per month from Company.
5. Scope of Services. During the term of this Agreement, Consultant
shall
provide consulting services including but limited to the following:
(a) Review of the Company's monthly financial information including
balance sheets, income statements, forecasts, budgets and general corporation
information;
(b) Preparation fore the board of director committee meetings,
including audit, investment, nominating and ad hoc committee meetings;
(c) Review board matters and committee assignments with individual
directors of the Company;
(d) Review accounting policies of the Company, including taxes with
the Company auditors;
(e) Review in depth the Company's legal matters including issues,
correspondence and attorney's legal bills;
(f) Review legislation, state audits, FCC compliance, SEC compliance
and industry information on a monthly basis;
(g) Review periodically key personnel and organizational issues;
(h) Interface with key executives of companies that Company owns
blocks of stock in;
(i) Represent the Company at social functions when appropriate.
(j) Identify the Company's merger and acquisition strategies,
including evaluation of targets and structuring the transaction,
(k) Assist in the Company's corporate financing activities, including
debt and equity transactions,
(l) Identify and evaluate the underwrites for the Company's securities
offering in the United States and Europe.
6. Relationship. The relationship between Company and Consultant created by
this
agreement shall be that of an independent contractor. The Consultant is not by
virtue of this
<PAGE>
agreement and shall not for any purpose be deemed to be hereunder, an officer,
employee, agent, or affiliate of the Company. The services rendered by
Consultant pursuant to this agreement do not include the services of an
"investment advisor" as the term is defined under the United States
Federal or State laws.
7. Confidential Information. Consultant shall not use or disclose
Confidential Information,
directly or indirectly, for the benefit of any other than the Company, either
during or after the term of this Agreement, for as long as the information
retains the characteristics described in paragraph 2(a),
8. Arbitration. Any controversy or claim arising out of or relating to this
Agreement, or
any breach hereof, shall be settled by arbitration in Los Angeles, California
before three arbitrators in accordance with the commercial Rules of the American
Arbitration Association. The arbitrators shall be selected in accordance with
said Rules. Judgment upon the award rendered by the arbitrators shall be final
and binding on the parties, not subject to any appeal
and may be entered in any court having jurisdiction thereof. The laws of the
State of California, including its procedural laws, shall control said
arbitration proceeding and the interpretation of this Agreement. The arbitrators
shall decide on the matter of costs of the arbitration, including costs
enforcement of judgment upon the award, and may award reasonable attorney's fees
and costs.
9. Enforcement. In the event of a breach in any one or more of the
provisions of this
Agreement by Company or Consultant, the prevailing party shall be entitled to
recover the reasonable costs and expenses incurred in enforcing the terms of
this Agreement, including reasonable attorneys' fees, in addition to any damages
or other relief that may be awarded for such breach.
10. Severability. In the event that any provision of this Agreement is
invalid or
unenforceable under applicable law, that shall not affect the validity or
enforceability of the remaining provisions. To the extent that any provision of
the Agreement is unenforceable because it is over-broad, that provision shall be
limited to the extent required by applicable law and enforced as so limited.
11. Transferability. The rights and obligations or Company hereunder may
be transferred to
its successors and assigns. Consultant may not, however, transfer or assign his
rights or obligations in this Agreement.
12. Survival of Certain Terms. The provisions of paragraph 7, shall
survive the termination
and/or expiration of this Agreement and may be enforced by either of the parties
hereto, as their respective interests may appear, according to the terms of said
paragraphs following such termination or
<PAGE>
expiration.
13. Amendment and Termination. This Agreement may be amended only by
agreement in
writing signed by the parties hereto. This agreement may be terminated by
agreement in writing signed by the parties hereto and shall automatically
terminate at the expiration of the initial six (6) year term of this Agreement
or at the expiration of any renewal term unless extended by the parties hereto
as provided herein.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
Gold Crown holdings, Ltd.
By: (Signature)
Langley Investment Advisory Group, Inc.
By: (Signature)
Richard H. Langley, Jr., President
