UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON,  D.C.  20549
                                                   OMB APPROVAL
                                               --------------------------
                                                  OMB  Number:  3235-0066
                                               Expires:  April  30,  1995
                                               Estimated  average  burden
                                                 hours  per  response  49
                                                -------------------------
                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                           EFINANCIAL 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)
                EFINANCIAL DEPOT.COM, INC. 1999 STOCK OPTION PLAN
                -------------------------------------------------
                            (Full title of the plan)
                                   JOHN HUGUET
                           EFINANCIAL 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
                                     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
-------------------------------  ----------------  -----------------  -------------------  ------------------
<S>                              <C>               <C>                <C>                  <C>

Common Stock, with. . . . . . .  A maximum of
par value $0.001. . . . . . . .  3,500,000 shares  N/A(1)             $            N/A(1)  $      5,601.75(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  ($5.875  bid;  $6.25  asked)  of  the  common  stock as reported on the National Association of
Securities  Dealers  Inc.'s  Over  the  Counter  Bulletin  Board  on  March  23,  2000.
</TABLE>


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM  1.     PLAN  INFORMATION.
In  accordance  with  the  rules  and regulations of the Securities and Exchange
Commission,  the  documents  containing  the information called for in Part I of
Form  S-8  will  be  sent  or given to individuals who participate in efinancial
depot.com,  Inc.'s (the "Company") 1999 Stock Option Plan dated October 31, 1999
(the  "1999  Plan")  and  who  consent to and execute the Company's stock option
agreement  (the "Agreement") (Exhibit 4(a)), which information is attached as an
Exhibit  to  this  Form  S-8.
This  Registration  Statement  relates to the offering of a maximum of 3,500,000
common shares (the "Shares") in the capital stock of the Company pursuant to the
1999  Plan.

(A)     GENERAL  PLAN  INFORMATION

The  purpose  of the 1999 Plan is to retain the services of valued key employees
(the  "Employees")  and  consultants  (the "Consultants") of the Company, and to
encourage such persons to acquire a greater proprietary interest in the Company,
thereby  strengthening  their  incentive  to  achieve  the  objectives  of  the
shareholders of the Company, and to serve as an aid and inducement in the hiring
of  new  employees,  and to provide an equity incentive to consultants and other
people  selected  by  the  Plan  Administrator.

Term  and  Termination
----------------------
The  1999  Plan  will  be  effective  only  until October 30, 2009 and only with
respect  to  those  options  granted by the Company pursuant to a written option
agreement.
Termination  of  the  1999 Plan shall not terminate any option granted under the
1999  Plan  prior  to  its  termination.

<PAGE>

ERISA
-----
The 1999 Plan is not subject to the provisions of the Employee Retirement Income
Security  Act  of  1974.

Additional  Information
-----------------------
Additional  information  about  the 1999 Plan and the Administrator is available
without  charge  by contacting efinancial depot.com, Inc., at 150 - 1875 Century
Park  East,  Century  City,  CA  90067,  Attention:  The  President  (Telephone:
877-739-3812).

Relationship  Between  the  Administrator  and  Employees
---------------------------------------------------------
As  at  the  date  of this Registration Statement, the Administrator of the 1999
Plan (the "Administrator") is comprised of the members of the Board of Directors
of  the  Company.  The  members  of the Company's Board of Directors are elected
each  year  at  the  Company's Annual General Meeting, and generally hold senior
management  positions  within the Company.  Any member of the Company's Board of
Directors  may  be  removed  by  special  resolution  of the shareholders of the
Company  prior  to  the  Company's  Annual  General  Meeting.

Transfer  Agent
---------------
The  Company's  transfer agent with respect to its common stock is Nevada Agency
and  Trust  Company, 50 West Liberty, Suite 880, Reno, Nevada  89501 (Telephone:
(775)  322-0626;  Facsimile:  (775)  322-5623).

(B)     SECURITIES  TO  BE  OFFERED

The Company has reserved an aggregate of 3,500,000 Shares for issuance under the
1999  Plan.  The  number of Shares is subject to adjustment from time to time if
the  Company,  by  reason  of  a  consolidation,  merger  or transfer of assets,
reclassifies  or  changes  it  outstanding  shares.

(C)     EMPLOYEES  WHO  MAY  PARTICIPATE  IN  THE  PLAN

Employees  of,  and  consultants  retained  by,  the Company or by a corporation
related to the Company (a "parent corporation" or a "subsidiary corporation", as
defined  in  sections  424(e)  and  424(f)  of  the  Code,  and  the regulations
thereunder,  as  amended),  as  selected  by  the Administrator, are eligible to
participate  in  the  1999  Plan.

(D)     PURCHASE  OF  SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR SECURITIES
OFFERED

Each  Agreement entered into by the Company and the Employees and/or Consultants
pursuant  to  the  1999  Plan will state the number of shares of common stock to
which it pertains.  Each Agreement will also state the price per share of common
stock  at  which  it  is exercisable.  Upon the exercise of an option under each
Agreement,  the aggregate exercise price will be payable to the Company in cash,
or  by  certified  or  cashier's  check.

(E)     RESALE  RESTRICTIONS

The  Shares,  upon  vesting  to  the  Employees and/or Consultants, will be free
trading  upon  registration.

(F)     TAX  EFFECTS  OF  PLAN  PARTICIPATION

No  tax  effect  will  accrue to the Employees and/or Consultants as a result of
their participation in the 1999 Plan.  In addition, there will be no tax effects
upon  the  Company  as  a  result  of  the  1999  Plan.
The  1999  Plan  is  not  qualified under section 401(a) of the Internal Revenue
Code.

<PAGE>

(G)     INVESTMENT  OF  FUNDS

Not  applicable.

(H)     WITHDRAWAL  FROM  THE  PLAN;  ASSIGNMENT  OF  INTEREST

Pursuant  to  the  1999  Plan,  options  that have vested will terminate, to the
extent  not  previously  exercised,  upon  the  occurrence  of  the first of the
following  events:
1.     the  expiration  of  the  option,  as  designated  by  the Administrator;
2.     the date of termination of an employment or contractual relationship with
the  Company  (as  determined  in  the  sole  discretion  of the Administrator);
3.     the expiration of three (3) months from the date of the termination of an
employment  or  contractual  relationship  with  the  Company  for  any  reason
whatsoever  other  than cause, death or disability (as defined in the 1999 Plan)
unless,  in  the  case  of  a non-qualified stock option, the exercise period is
extended by the Administrator until a date not later than the expiration date of
the  option;  or
4.     the  expiration  of  one  year  (1)  from termination of an employment or
contractual  relationship  by  reason  of death or disability (as defined in the
1999  Plan)  unless,  in  the case of a non-qualified stock option, the exercise
period  is  extended  by  the  Administrator  until  a  date  not later than the
expiration  date  of  the  option.
Options  granted  pursuant  to  the  1999 Plan may not be transferred, assigned,
pledged or hypothecated in any manner, other than by will, by applicable laws of
descent  and  distribution  (except in the case of an "incentive stock option"),
pursuant  to  a  qualified domestic relations order, and shall not be subject to
execution,  attachment  or similar process; provided however, that any Agreement
may  provide  or  be  amended  to provide that a "non-qualified stock option" to
which  it  relates is transferable without payment of consideration to immediate
family  members  of  any  of  the  Employees  or  Consultants,  or  to trusts or
partnerships  or  limited  liability  companies  established exclusively for the
benefit  of the immediate family members of any of the Employees or Consultants.
Upon  any  attempt to transfer, assign, pledge, hypothecate or otherwise dispose
of  any  option or of any right or privilege conferred by the 1999 Plan contrary
to  the  provisions  hereof, or upon the sale, levy or any attachment or similar
process  upon  the rights and privileges conferred by the 1999 Plan, such option
will  terminate  and  become  null  and  void.

(I)     FORFEITURES  AND  PENALTIES

If  an employment or contractual relationship with the Company is terminated for
any  reason  or  if any of the Employees or Consultants resigns, the Shares that
have  vested  at the effective date of termination or resignation of that person
shall  be  deemed  to  have  been  earned  by that employee or consultant and no
reduction  or  refund  shall  take place and no claim for any additional shares,
compensation,  severance  or  consideration  of  any  kind  may  be made by that
employee  or  consultant.  See  "Term,  Termination  and  Compensation"  above.

(J)     CHARGES  AND  DEDUCTIONS  AND  LIENS  THEREFOR

Not  applicable.

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)

<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  documents  filed  by  the  Company  are  incorporated  herein by
reference:
1.     The  Company's  Registration Statement on Form 10-SB (Registration number
000-26899)  filed  on  July 30, 1999 containing audited financial statements for
the  fiscal  year  ended  December  31, 1998 and December 31, 1997 and unaudited
financial  statements  for  the  three  months  ended  June  30,  1999;
2.     the  Company's Quarterly Report on Form 10-QSB filed on November 22, 1999
for  the  quarter  ending  September 30, 1999, containing unaudited consolidated
financial  statements  for  the  three months ended September 30, 1999 and 1998;
3.     the  Company's  Report  on  form  8-K  filed  on  October  1,  1999;
4.     the  Company's  Report  on  Form  8-K/A  filed  on  December 8, 1999; and
5.     the  Company's  Schedule  14C  Information  filed  on  October  13, 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.

<PAGE>

(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.

<PAGE>

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.

     4(a)     efinancial  depot.com,  Inc.  1999  Stock  Option Plan, as amended
     4(b)     Form  of  Stock  Option  Agreement
     5     Opinion  of  Clark,  Wilson
     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)

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  1(a)(i)  and  1(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 Century City, in the State of California, on 10th day
of  March,  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)     March  10,  2000
           ----------------

(Signature)     /s/  Randy  Doten
                -----------------

Randy  Doten
(Title)     Vice  President,  Technical  Development  /  Director

(Date)     March  10,  2000
           ----------------

THE  PLAN.  Pursuant  to  the  requirements  of  the Securities Act of 1933, the
trustees  (or  other persons who administer the employee benefit plan) have duly
caused  this  registration  statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized, in the City of Century City, State of
California,  on  10th  day  of  March,  2000

(Plan)     efinancialdepot.com,  Inc.  1999  Stock  Option  Plan

By  (Signature  and  Title)     /s/  John  Huguet
                                 ----------------
     John  Huguet,  President  and  Chief  Executive  Officer
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 36570}]
{"company-data": {"conformed-name": "E FINANCIAL DEPOT COM", "cik": "0001092310", "assigned-sic": "9995", "irs-number": "330809711", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33428", "film-number": "581447"}, "business-address": {"street1": "1005-750 W PENDER", "city": "VANCOUVER BC V6 2TB", "state": "A1", "zip": "90067", "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 APPROVAL
                                               --------------------------
                                                  OMB  Number:  3235-0066
                                               Expires:  April  30,  1995
                                               Estimated  average  burden
                                                 hours  per  response  49
                                                -------------------------
                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                           EFINANCIAL 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)
                EFINANCIAL DEPOT.COM, INC. 1999 STOCK OPTION PLAN
                -------------------------------------------------
                            (Full title of the plan)
                                   JOHN HUGUET
                           EFINANCIAL 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. . . . . . .  A maximum of
par value $0.001. . . . . . . .  3,500,000 shares  N/A(1)             $            N/A(1)  $      5,601.75(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  ($5.875  bid;  $6.25  asked)  of  the  common  stock as reported on the National Association of
Securities  Dealers  Inc.'s  Over  the  Counter  Bulletin  Board  on  March  23,  2000.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM  1.     PLAN  INFORMATION.
In  accordance  with  the  rules  and regulations of the Securities and Exchange
Commission,  the  documents  containing  the information called for in Part I of
Form  S-8  will  be  sent  or given to individuals who participate in efinancial
depot.com,  Inc.'s (the "Company") 1999 Stock Option Plan dated October 31, 1999
(the  "1999  Plan")  and  who  consent to and execute the Company's stock option
agreement  (the "Agreement") (Exhibit 4(a)), which information is attached as an
Exhibit  to  this  Form  S-8.
This  Registration  Statement  relates to the offering of a maximum of 3,500,000
common shares (the "Shares") in the capital stock of the Company pursuant to the
1999  Plan.

(A)     GENERAL  PLAN  INFORMATION

The  purpose  of the 1999 Plan is to retain the services of valued key employees
(the  "Employees")  and  consultants  (the "Consultants") of the Company, and to
encourage such persons to acquire a greater proprietary interest in the Company,
thereby  strengthening  their  incentive  to  achieve  the  objectives  of  the
shareholders of the Company, and to serve as an aid and inducement in the hiring
of  new  employees,  and to provide an equity incentive to consultants and other
people  selected  by  the  Plan  Administrator.

Term  and  Termination
----------------------
The  1999  Plan  will  be  effective  only  until October 30, 2009 and only with
respect  to  those  options  granted by the Company pursuant to a written option
agreement.
Termination  of  the  1999 Plan shall not terminate any option granted under the
1999  Plan  prior  to  its  termination.
ERISA
-----
The 1999 Plan is not subject to the provisions of the Employee Retirement Income
Security  Act  of  1974.

Additional  Information
-----------------------
Additional  information  about  the 1999 Plan and the Administrator is available
without  charge  by contacting efinancial depot.com, Inc., at 150 - 1875 Century
Park  East,  Century  City,  CA  90067,  Attention:  The  President  (Telephone:
877-739-3812).

Relationship  Between  the  Administrator  and  Employees
---------------------------------------------------------
As  at  the  date  of this Registration Statement, the Administrator of the 1999
Plan (the "Administrator") is comprised of the members of the Board of Directors
of  the  Company.  The  members  of the Company's Board of Directors are elected
each  year  at  the  Company's Annual General Meeting, and generally hold senior
management  positions  within the Company.  Any member of the Company's Board of
Directors  may  be  removed  by  special  resolution  of the shareholders of the
Company  prior  to  the  Company's  Annual  General  Meeting.

Transfer  Agent
---------------
The  Company's  transfer agent with respect to its common stock is Nevada Agency
and  Trust  Company, 50 West Liberty, Suite 880, Reno, Nevada  89501 (Telephone:
(775)  322-0626;  Facsimile:  (775)  322-5623).

(B)     SECURITIES  TO  BE  OFFERED

The Company has reserved an aggregate of 3,500,000 Shares for issuance under the
1999  Plan.  The  number of Shares is subject to adjustment from time to time if
the  Company,  by  reason  of  a  consolidation,  merger  or transfer of assets,
reclassifies  or  changes  it  outstanding  shares.

(C)     EMPLOYEES  WHO  MAY  PARTICIPATE  IN  THE  PLAN

Employees  of,  and  consultants  retained  by,  the Company or by a corporation
related to the Company (a "parent corporation" or a "subsidiary corporation", as
defined  in  sections  424(e)  and  424(f)  of  the  Code,  and  the regulations
thereunder,  as  amended),  as  selected  by  the Administrator, are eligible to
participate  in  the  1999  Plan.

(D)     PURCHASE  OF  SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR SECURITIES
OFFERED

Each  Agreement entered into by the Company and the Employees and/or Consultants
pursuant  to  the  1999  Plan will state the number of shares of common stock to
which it pertains.  Each Agreement will also state the price per share of common
stock  at  which  it  is exercisable.  Upon the exercise of an option under each
Agreement,  the aggregate exercise price will be payable to the Company in cash,
or  by  certified  or  cashier's  check.

(E)     RESALE  RESTRICTIONS

The  Shares,  upon  vesting  to  the  Employees and/or Consultants, will be free
trading  upon  registration.

(F)     TAX  EFFECTS  OF  PLAN  PARTICIPATION

No  tax  effect  will  accrue to the Employees and/or Consultants as a result of
their participation in the 1999 Plan.  In addition, there will be no tax effects
upon  the  Company  as  a  result  of  the  1999  Plan.
The  1999  Plan  is  not  qualified under section 401(a) of the Internal Revenue
Code.
(G)     INVESTMENT  OF  FUNDS

Not  applicable.

(H)     WITHDRAWAL  FROM  THE  PLAN;  ASSIGNMENT  OF  INTEREST

Pursuant  to  the  1999  Plan,  options  that have vested will terminate, to the
extent  not  previously  exercised,  upon  the  occurrence  of  the first of the
following  events:
1.     the  expiration  of  the  option,  as  designated  by  the Administrator;
2.     the date of termination of an employment or contractual relationship with
the  Company  (as  determined  in  the  sole  discretion  of the Administrator);
3.     the expiration of three (3) months from the date of the termination of an
employment  or  contractual  relationship  with  the  Company  for  any  reason
whatsoever  other  than cause, death or disability (as defined in the 1999 Plan)
unless,  in  the  case  of  a non-qualified stock option, the exercise period is
extended by the Administrator until a date not later than the expiration date of
the  option;  or
4.     the  expiration  of  one  year  (1)  from termination of an employment or
contractual  relationship  by  reason  of death or disability (as defined in the
1999  Plan)  unless,  in  the case of a non-qualified stock option, the exercise
period  is  extended  by  the  Administrator  until  a  date  not later than the
expiration  date  of  the  option.
Options  granted  pursuant  to  the  1999 Plan may not be transferred, assigned,
pledged or hypothecated in any manner, other than by will, by applicable laws of
descent  and  distribution  (except in the case of an "incentive stock option"),
pursuant  to  a  qualified domestic relations order, and shall not be subject to
execution,  attachment  or similar process; provided however, that any Agreement
may  provide  or  be  amended  to provide that a "non-qualified stock option" to
which  it  relates is transferable without payment of consideration to immediate
family  members  of  any  of  the  Employees  or  Consultants,  or  to trusts or
partnerships  or  limited  liability  companies  established exclusively for the
benefit  of the immediate family members of any of the Employees or Consultants.
Upon  any  attempt to transfer, assign, pledge, hypothecate or otherwise dispose
of  any  option or of any right or privilege conferred by the 1999 Plan contrary
to  the  provisions  hereof, or upon the sale, levy or any attachment or similar
process  upon  the rights and privileges conferred by the 1999 Plan, such option
will  terminate  and  become  null  and  void.

(I)     FORFEITURES  AND  PENALTIES

If  an employment or contractual relationship with the Company is terminated for
any  reason  or  if any of the Employees or Consultants resigns, the Shares that
have  vested  at the effective date of termination or resignation of that person
shall  be  deemed  to  have  been  earned  by that employee or consultant and no
reduction  or  refund  shall  take place and no claim for any additional shares,
compensation,  severance  or  consideration  of  any  kind  may  be made by that
employee  or  consultant.  See  "Term,  Termination  and  Compensation"  above.

(J)     CHARGES  AND  DEDUCTIONS  AND  LIENS  THEREFOR

Not  applicable.

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  the  Company  are  incorporated  herein by
reference:
1.     The  Company's  Registration Statement on Form 10-SB (Registration number
000-26899)  filed  on  July 30, 1999 containing audited financial statements for
the  fiscal  year  ended  December  31, 1998 and December 31, 1997 and unaudited
financial  statements  for  the  three  months  ended  June  30,  1999;
2.     the  Company's Quarterly Report on Form 10-QSB filed on November 22, 1999
for  the  quarter  ending  September 30, 1999, containing unaudited consolidated
financial  statements  for  the  three months ended September 30, 1999 and 1998;
3.     the  Company's  Report  on  form  8-K  filed  on  October  1,  1999;
4.     the  Company's  Report  on  Form  8-K/A  filed  on  December 8, 1999; and
5.     the  Company's  Schedule  14C  Information  filed  on  October  13, 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.

     4(a)     efinancial  depot.com,  Inc.  1999  Stock  Option Plan, as amended
     4(b)     Form  of  Stock  Option  Agreement
     5     Opinion  of  Clark,  Wilson
     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)

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  1(a)(i)  and  1(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 Century City, in the State of California, on 10th day
of  March,  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)     March  10,  2000
           ----------------

(Signature)     /s/  Randy  Doten
                -----------------

Randy  Doten
(Title)     Vice  President,  Technical  Development  /  Director

(Date)     March  10,  2000
           ----------------

THE  PLAN.  Pursuant  to  the  requirements  of  the Securities Act of 1933, the
trustees  (or  other persons who administer the employee benefit plan) have duly
caused  this  registration  statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized, in the City of Century City, State of
California,  on  10th  day  of  March,  2000

(Plan)     efinancialdepot.com,  Inc.  1999  Stock  Option  Plan

By  (Signature  and  Title)     /s/  John  Huguet
                                 ----------------
     John  Huguet,  President  and  Chief  Executive  Officer