SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF
THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
/ X / Preliminary Information Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
/ / Definitive Information Statement
eFinancial Depot.com, Inc.
________________________________________________________________________________
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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EFINANCIAL DEPOT.COM, INC.
150 - 1875 CENTURY PARK EAST
CENTURY CITY, CALIFORNIA 90067
INFORMATION STATEMENT
INTRODUCTION
This information statement is being mailed or otherwise furnished to
stockholders of eFinancial Depot.com, Inc., a Delaware corporation (the
"Company"), in connection with the prior receipt by the Board of Directors of
approval by written consent of the holders of a majority of the Company's Common
and Preferred Stock (the "Voting Capital Stock") of a proposal (the "Proposal")
to approve an amendment (the "Amendment") to the Certificate of Incorporation to
change the name of the Corporation to Collaborative Financial Network Group,
Inc.
The Board of Directors believes that it is advisable and in the best
interests of the Company to change the name of the Company to reflect its new
business strategy in the internet, financial markets.
This information statement is being first sent to stockholders on or about
May 25, 2001. The Company anticipates that the Amendment will become effective
on or about June 14, 2001.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
VOTE REQUIRED
The vote which was required to approve the Proposal was the affirmative
vote of the holders of a majority of the Company's Voting Capital Stock. Each
holder of Common Stock is entitled to one (1) vote for each share held.
The record date for purposes of determining the number of outstanding
shares of Common Stock and Preferred Stock of the Company, and for determining
stockholders entitled to vote, is the close of business on May 9, 2001 (the
"Record Date"), the day on which the Board of Directors of the Company adopted
the resolution setting forth and recommending the Amendment. As of the Record
Date, the Company had outstanding 26,653,760 shares of Common Stock. Holders of
the shares have no preemptive rights. All outstanding shares are fully paid and
nonassessable. The transfer agent for the Common Stock is Nevada Agency & Trust
Company, Reno, Nevada.
VOTE OBTAINED - SECTION 228 OF THE DELAWARE GENERAL CORPORATION LAW
Section 228 of the Delaware General Corporation Law (the "Delaware Law")
provides that the written consent of the holders of the outstanding shares of
Voting Capital Stock, having not less than the minimum number of votes which
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted, may be substituted for
such a special meeting. Pursuant to Section 242 of the Delaware Law and the
Bylaws of the Company, a majority of the outstanding shares of Voting Capital
Stock entitled to vote thereon is required in order to amend the Certificate of
Incorporation. In order to eliminate the costs and management time involved in
holding a special meeting and in order to effect the Amendment as early as
possible in order to accomplish the purposes of the Company as hereafter
described, the Board of Directors of the Company voted to utilize, and did in
fact obtain, the written consent of the holders of a majority in the interest of
the Voting Capital Stock of the Company.
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Pursuant to Section 228 of the Delaware Law, the Company is required to
provide prompt notice of the taking of the corporate action without a meeting to
the stockholders of record who have not consented in writing to such action.
This Information Statement is intended to provide such notice. No dissenters'
or appraisal rights under the Delaware Law are afforded to the Company's
stockholders as a result of the approval of the Proposal.
PROPOSAL TO CHANGE THE NAME OF THE COMPANY
GENERAL
On May 9, 2001, the Board of Directors approved, subject to stockholder
approval, an Amendment to the Company's Certificate of Incorporation to change
the name of the Company from eFinancial Depot.com, Inc. to Collaborative
Financial Network Group, Inc. On May 9, 2001, the Proposal was approved by the
written consent of holders representing 15,362,500 shares (57.6%) of the
outstanding shares of the Company's common stock.
APPROVAL OF NAME CHANGE
On May 9, 2001, the Board of Directors of the Company approved, declared it
advisable and in the Company's best interests and directed that there be
submitted to the holders of a majority of the Company's Voting Capital Stock for
action by written consent the proposed amendment to Article I of the Company's
Certificate of Incorporation to change the name of the Company from eFinancial
Depot.com, Inc. to Collaborative Financial Network Group, Inc. The Board of
Directors has fixed the close of business on May 9, 2001 as the record date for
the determination of shareholders who are entitled to give consent and receive
this information statement. As of the Record Date, the Company had outstanding
26,653,760 shares of Common Stock held by 43 shareholders of record.
The Board of Directors believes that it is advisable and in the Company's
best interests that its name reflect the proposed new business of the Company,
which will be an internet based financial services business.
CERTAIN MATTERS RELATED TO THE PROPOSAL
The Amendment will become effective upon filing the Amendment to the
Company's Certificate of Incorporation, anticipated to be approximately 20 days
after this Information Statement has been distributed to the Company's
stockholders.
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SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known to the Company
regarding the beneficial ownership of each class of the Company's voting
securities as of May 9, 2001, by (a) each beneficial owner of more than 5% of
the Company's Common Stock, (b) executive officers of the Company (c) each
director of the Company and (d) all directors and executive officers of the
Company as a group. Except as otherwise indicated, each person has sole voting
and investment power with respect to all shares shown as beneficially owned,
subject to community property laws where applicable.
Amount and
Nature of
Title of Beneficial Percent of
Class Name and Address of Beneficial Owner Ownership (1) Class
______________________________________________________________________________________________________________
Common John F. Huguet (2) 11,362,500 42.63%
Stock 150 - 1875 Century Park East
Century City, California 90067
______________________________________________________________________________________________________________
Common Randy Doten 200,000 0.75%
Stock 150 - 1875 Century Park East
Century City, California 90067
_______________________________________________________________________________________________________________
Common
Stock Christina Cepeliauskas 100,000 0.38%
150 - 1875 Century Park East
Century City, California 90067
_______________________________________________________________________________________________________________
Common
Stock Paul Lemmon -0- 0.00%
150 - 1875 Century Park East
Century City, California 90067
_______________________________________________________________________________________________________________
Common
Stock Gold Crown Holdings Ltd. (2) 9,362,500 35.13%
22 Hill Street
St. Hellier, Jersey JE4 8X2
_______________________________________________________________________________________________________________
Common
Stock Langley Investment Advisory Group 1,000,000 3.75%
150 - 1875 Century Park East
Century City, California 90067
_______________________________________________________________________________________________________________
Common
Stock Winford Holdings Group Limited 4,000,000 15.01%
3rd Floor Jonsim Place
2287 Queen's Road East
Hong Kong
_______________________________________________________________________________________________________________
Common
Stock All Directors and Officers as a group (four persons) 11,662,500 44.77%
_______________________________________________________________________________________________________________
(1) Applicable percentage ownership is based on 26,653,760 shares of Common
Stock outstanding as of May 9, 2001.
(2) Represents 9,362,500 shares held in the name of Gold Crown Holdings
Ltd. However, Mr. Huguet has shared voting powers with respect to these
shares.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Paul D. Lemmon
Paul D. Lemmon
President and Chief Executive Officer
May 9, 2001
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
EFINANCIAL DEPOT.COM, INC.
(A DELAWARE CORPORATION)
eFinancial Depot.com, Inc., a corporation duly organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:
FIRST: That pursuant to Unanimous Written Consent of the Directors of
eFinancial Depot.com, Inc. in Lieu of Meeting of the Board of Directors, a
resolution was duly adopted setting forth a proposed amendment to the
Certificate of Incorporation of said Corporation, declaring said amendment to be
advisable and calling for the written consent in lieu of meeting of the
Shareholders of said Corporation for consideration thereof. The resolution
setting forth the proposed amendment is as follows:
RESOLVED, That the Certificate of Incorporation of this corporation be
amended by changing the FIRST Article thereof so that, as amended said Article
shall be read as follows:
Article I
Name of Corporation
The Name of this corporation is
Collaborative Financial Network Group, Inc.
SECOND: That thereafter, pursuant to Majority Written Consent, the
Shareholders of eFinancial Depot.com, Inc. unanimously approved the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said eFinancial Depot.com, Inc. has caused this
certificate to be signed and attested to by Paul D. Lemmon and Randy Doten, its
President and Assistant Secretary respectively, as of this 9th day of May, 2001.
eFinancial Depot.com, Inc.,
a Delaware corporation
/s/ Paul D. Lemmon
By: ______________________________
Paul D. Lemmon,
President
ATTESTED:
/s/ Randy Doten
By: ________________________________
Randy Doten, Assistant Secretary
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RESOLUTIONS ADOPTED BY
MAJORITY WRITTEN CONSENT
OF THE SHAREHOLDERS
OF
EFINANCIAL DEPOT.COM, INC.
A DELAWARE CORPORATION
Pursuant to the authority granted to shareholders to take action by written
consent without a meeting pursuant to the Certificate of Incorporation of
eFinancial Depot.com, Inc., a Delaware corporation (the "Corporation") and
Delaware General Corporation Law, the shareholders identified below,
representing a majority of the outstanding common stock of the Corporation (the
"Shareholders"), do hereby consent to, adopt, ratify, confirm and approve, as of
the date indicated below, the following recitals and resolutions, as evidenced
by their signature hereunder.
AMENDMENT TO CERTIFICATE OF INCORPORATION
-----------------------------------------
WHEREAS, the Board of Directors have presented to the Shareholders a
proposed amendment to the Certificate of Incorporation of the Corporation
effecting a name change of the Corporation to "COLLABORATIVE FINANCIAL NETWORK
GROUP, INC."
RESOLVED, that an amendment to the Certificate of Incorporation of
the Corporation changing the name to COLLABORATIVE FINANCIAL NETWORK GROUP, INC.
is hereby authorized and approved and that the officers of the Corporation
are authorized and instructed to take whatever action necessary to carry out
the resolutions herein.
By their signatures below, the Shareholders of the Corporation hereby agree
to the foregoing resolutions effective as of May 9, 2001.
SHAREHOLDER NUMBER OF SHARES
/s/ John F. Huguet 11,362,500 Shares
__________________________
John F. Huguet
/s/ Steven Cheung
__________________________ 4,000,000 Shares
Winford Holdings Grp. Ltd.
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RESOLUTIONS ADOPTED BY UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS
OF
EFINANCIAL DEPOT.COM, INC.
A DELAWARE CORPORATION
Pursuant to the authority granted to directors to take action by unanimous
written consent without a meeting pursuant to Title 8 Section 141 of the
Delaware General Corporation Law, the Directors of eFinancial Depot.com, Inc., a
Delaware corporation (the "Corporation"), do hereby consent to, adopt, ratify,
confirm and approve, as of the date indicated below, the following recitals and
resolutions, as evidenced by their signature hereunder:
AMENDMENT TO CERTIFICATE OF INCORPORATION
---------------------------------------------
WHEREAS, the Board of Directors believes it is in the best interest of the
Corporation to file an amendment to the Certificate of Incorporation of the
Corporation effecting a name change of the Corporation to "COLLABORATIVE
FINANCIAL NETWORK GROUP, INC."
RESOLVED, that an amendment to the Certificate of Incorporation of the
Corporation changing the name to COLLABORATIVE FINANCIAL NETWORK GROUP, INC.
is hereby authorized and approved and that the officers of the Corporation are
authorized and instructed to take whatever action necessary to carry out the
resolutions herein, including submission of the proposed amendment to the
shareholders of the Corporation for their approval.
IN WITNESS WHEREOF, the undersigned have set forth their hand as of this
9th day of May, 2001.
/s/ John F. Huguet /s/ Randy Doten
_________________________________ ______________________________
John F. Huguet Randy Doten
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