UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON,  D.C.  20549

                                                         OMB  Number:  3235-0066
                                                                    OMB APPROVAL
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                                                       -------------------------

                                    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
                         ---------------------------

<PAGE>

<TABLE>
<CAPTION>

                                   CALCULATION OF REGISTRATION FEE
<S>                              <C>           <C>                 <C>                  <C>

                                 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)
-------------------------------  ------------  ------------------  -------------------  ------------------
<FN>

(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  12,  2000.
</TABLE>

                                     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:

<PAGE>

(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

<PAGE>

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.

<PAGE>

(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

<PAGE>

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:

<PAGE>

(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.

<PAGE>

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
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 28666}]
{"company-data": {"conformed-name": "E FINANCIAL DEPOT COM", "cik": "0001092310", "assigned-sic": "9995", "irs-number": "330809711", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39830", "film-number": "658707"}, "business-address": {"street1": "1005-750 W PENDER", "city": "VANCOUVER BC V6 2TB", "state": "A1", "phone": "6046816186"}, "mail-address": {"street1": "1875 CENTURY PARK EAST SUITE 150", "city": "CENTURY CITY", "state": "CA", "zip": "90067"}, "former-company": {"former-conformed-name": "BALLYNAGEE ACQUISITION CORP", "date-changed": "19990730"}}
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
                                                       -------------------------

                                    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  12,  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