-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GFhgJaWH6QCj8CbD0czALkLqHRH2V5oP1AntMyt8CI+LDd5CPHlT1EOs6NNfUtGW J8jUcrNGe7QPtkWuK1o9Fw== 0001044885-02-000024.txt : 20020415 0001044885-02-000024.hdr.sgml : 20020415 ACCESSION NUMBER: 0001044885-02-000024 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020405 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EAUTOCLAIMS COM INC CENTRAL INDEX KEY: 0001034694 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 954583945 STATE OF INCORPORATION: NV FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-55733 FILM NUMBER: 02603194 BUSINESS ADDRESS: STREET 1: 2708 ALT. 19 NORTH STREET 2: SUITE 604 CITY: PALM HARBOR STATE: FL ZIP: 34683 BUSINESS PHONE: 727-781-0414 MAIL ADDRESS: STREET 1: 2708 ALT. 19 NORTH STREET 2: SUITE 604 CITY: PALM HARBOR STATE: FL ZIP: 34683 FORMER COMPANY: FORMER CONFORMED NAME: TRANSFORMATION PROCESSING INC DATE OF NAME CHANGE: 19980306 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EAUTOCLAIMS COM INC CENTRAL INDEX KEY: 0001034694 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 954583945 STATE OF INCORPORATION: NV FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2708 ALT. 19 NORTH STREET 2: SUITE 604 CITY: PALM HARBOR STATE: FL ZIP: 34683 BUSINESS PHONE: 727-781-0414 MAIL ADDRESS: STREET 1: 2708 ALT. 19 NORTH STREET 2: SUITE 604 CITY: PALM HARBOR STATE: FL ZIP: 34683 FORMER COMPANY: FORMER CONFORMED NAME: TRANSFORMATION PROCESSING INC DATE OF NAME CHANGE: 19980306 SC 13D 1 schedule13d.txt SCHEDULE 13D OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 2002 Estimated average burden hours per response. . . . . . .14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* eAUTOCLAIMS.COM, INC. --------------------- (Name of Issuer) COMMON STOCK, $.001 PAR VALUE ----------------------------- (Title of Class of Securities) 278578 ------ (CUSIP Number) Gregg Badger 365 Bay Street, 10th Floor, Toronto, Ontario M5H V2V Canada ------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 26, 2002 -------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-l(e), 240.13d-l(f) or 240.13d-1(g), check the following box. X --- Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1746 (3-00) CCH S00128 0331 CUSIP No.278578 13D Page 2 of 12 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CANADIAN ADVANTAGE LIMITED PARTNERSHIP - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION BERMUDA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 2,991,504.00 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 0.00 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,991,504.00 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 0.00 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,128,934.00 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [-] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.00 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No.278578 13D Page 3 of 12 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ADVANTAGE (BERMUDA) FUND, LTD. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* NONE - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CANADA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,137,330.00 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 0.00 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,137,330.00 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 0.00 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,128,934.00 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [-] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.00 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No.278578 13D Page 4 of 12 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) FETU HOLDINGS, LTD - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* NONE - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CANADA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 100.00 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 0.00 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 100.00 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 0.00 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,128,934.00 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [-] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.00 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No.278578 13D Page 5 of 12 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) THOMSON KERNAGHAN & CO, LIMITED - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* NONE - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION ONTARIO, CANADA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0.00 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 0.00 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0.00 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 0.00 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,128,934.00 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [-] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.00 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No.278578 13D Page 6 of 12 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MARK E. VALENTINE - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* NONE - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION ONTARIO, CANADA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0.00 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 0.00 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0.00 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 0.00 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,128,934.00 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [-] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.00 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No.278578 13D Page 7 of 12 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) VMH INTERNATIONAL, LTD. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* NONE - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION BAHAMAS - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0.00 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 0.00 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0.00 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 0.00 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,128,934.00 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [-] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.00 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No.278578 13D Page 8 of 12 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) VMH MANAGEMENT, LTD. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* NONE - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION BAHAMAS - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0.00 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 0.00 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0.00 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 0.00 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,128,934.00 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [-] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.00 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No.278578 13D Page 9 of 12 Pages Item 1 SECURITY AND ISSUER: The class of equity securities to which this statement on Schedule 13D relates is the Common Stock, par value $.001 per share, of eAutoclaims.com, Inc., a Nevada corporation ("eAuto"), with its principal executive offices located at 110 East Douglas Road, Oldsmar, Florida 34677. Item 2 IDENTITY AND BACKGROUND: The persons filing this statement are: Thomson Kernaghan & Co Limited ("Thomson Kernaghan"), is a Canadian investment dealer, whose principal offices are located at 120 Adelaide Street West, 16th Floor, Toronto, Ontario M5H 1T1, Canada. Mark E. Valentine ("Valentine"), is an individual, whose principal offices are c/o Thomson Kernaghan, 120 Adelaide Street West, 16th Floor, Toronto, Ontario M5H 1T1, Canada. Mr. Valentine is the Chairman of Thomson Kernaghan, President of VMH Management, and President of VMH International. Canadian Advantage Limited Partnership ("CALP"), is an Ontario (Canada) limited partnership whose principal executive offices are c/o VMH Management Limited, 120 Adelaide Street West, 16th Floor, Toronto, Ontario M5H 1T1, Canada. VMH Management is the general partner of CALP. Advantage (Bermuda) Fund, Ltd. ("ABFL") is a Bermuda company, whose principal offices are Washington Mall, 3rd Floor, 22 Church Street, Hamilton HMII, Bermuda. VMH International is the investment manager of ABFL. VMH Management, Ltd. ("VMH Management"), is an Ontario (Canada) company whose principal executive offices are 120 Adelaide Street West, 16th Floor, Toronto, Ontario M5H 1T1, Canada. VMH Management is the general partner of CALP. VMH International, Ltd. ("VMH International"),is a Bahamas company whose principal executive offices are P.O. Box n7768, Ansbacher House, Bank Lane, Nassau, Bahamas. VMH International is the investment manager of ABFL. CUSIP No.278578 13D Page 10 of 12 Pages Fetu Holdings, Ltd. ("Fetu"), is a Canadian investment company whose principal executive offices are c/o VMH Management Ltd., 120 Adelaide Street West, 16th Floor, Toronto, Ontario M5H 1T1, Canada. Valentine is the President and principal shareholder of Fetu. Thomson Kernaghan, CALP, ABFL, VMH International, VMH Management, and Fetu are under the common control of Mark E. Valentine, the Chairman of Thomson Kernaghan, who has authority to vote and dispose of the shares beneficially owned by any of them. Accordingly, Thomson Kernaghan, CALP, ABFL, VMH International, VMH Management, and Fetu may be considered a group that beneficially owns all of the shares beneficially owned by any of them. During the last five years, none of Thomson Kernaghan, Valentine, CALP, ABFL, VMH International, VMH Management, or Fetu (i) has been convicted in a criminal proceeding, or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. This Schedule 13D is jointly filed by the above-named persons. Item 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION: On December 7, 2001, CALP and ABFL gave notice to eAuto of the exercise of their conversion rights with respect to 210 shares of eAuto's Series A Convertible Preferred Stock ("Preferred Stock"). On March 27 2002, an aggregate of 4,097,951 shares of eAuto Common Stock was issued to CALP and ABFL in exchange for conversion of all 210 shares of the Preferred Stock. The Preferred Stock was acquired by CALP and ABFL between August 28, 2000 and January 26, 2001. No payment was required upon conversion of the Preferred Stock. The source of the purchase price for the Preferred Stock acquired by CALP and ABFL was funds held for investment. Thomson Kernaghan holds warrants to purchase 188,165 shares of eAuto Common Stock, at the exercise price of $4.50 per share. These warrants were issued to Thomson Kernagham as compensation for services rendered to eAuto. Thomson Kernaghan has not exercised any of the warrants. CALP holds warrants to purchase 229,950 shares of eAuto Common Stock, at exercise prices of between $1.46 and $3.33 per share. ABFL holds warrants to purchase 85,050 shares of eAuto Common Stock, at exercise prices of between $1.46 and $3.33 per share. Neither CALP nor ABFL has exercised any warrants. CUSIP No.278578 13D Page 11 of 12 Pages Item 4 PURPOSE OF TRANSACTION: Each of CALP, ABFL, and Fetu acquired the securities of eAuto that it beneficially owns for passive investment purposes. None of Thomson Kernaghan, Valentine, CALP, ABFL, VMH International, VMH Management, or Fetu has any plans or proposals that relate to or would result in any of the events listed in (a) through (j) of Item 4. Item 5 INTEREST IN SECURITIES OF ISSUER: All of the information given below is as of January 31, 2002, as adjusted to reflect the issuance of 4,097,951 shares of Common Stock upon conversion of 210 shares of the Series A Convertible Preferred Stock. Percentages are based on 17,965,557 shares of Common Stock outstanding. Collectively, the Reporting Persons beneficially own and have sole voting and dispositive power over 4,128,934 shares of common stock and voting power 22.99% shares of common stock. During the last 60 days, the Reporting Persons have effected the following transactions in the Issuer securities: On December 7, 2001, CALP notified eAuto that it intended to exercise its right to convert all of its shares of eAuto's Series A Convertible Preferred Stock ("Preferred Stock") into 2,991,330 shares of eAuto Common Stock and ABFL notified eAuto that it intended to exercise its right to convert all of its shares of Preferred Stock into 1,106,621 shares of eAuto Common Stock. Item 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER: None ITEM 7. MATERIAL TO BE FILED AS EXHIBITS: Exhibit 7.1. Letter agreement dated March 26, 2002 between eAuto, Canadian Advantage Limited Partnership, Advantage (Bermuda) Fund, Ltd., and Thomson Kernaghan regarding conversion of Preferred Stock. Exhibit 7.2 Modification Agreement dated March 26, 2002 between eAuto, Canadian Advantage Limited Partnership, Advantage (Bermuda) Fund, Ltd, Governors Road, LLC, and Thomson Kernaghan modifying certain agreements pertaining to the Preferred Stock. CUSIP No.278578 13D Page 12 of 12 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct. April 3, 2002 MARK E. VALENTINE [Date] /s/ Mark E. Valentine ------------------------------ April 3, 2002 THOMSON KERNAGHAN & CO. LTD. [Date] By: /s/ Mark E. Valentine ------------------------------ Mark E. Valentine, Chairman April 3, 2002 CANADIAN ADVANTAGE LIMITED PARTNERSHIP [Date] By: VMH Management, Ltd, its general partner By: /s/ Mark E. Valentine ------------------------------ Title: President April 3, 2002 ADVANTAGE (BERMUDA) FUND, LTD. [Date] By: VMH International, Ltd., its investment manager By: /s/ Mark E. Valentine ------------------------------- Title: President April 3, 2002 VMH INTERNATIONAL, LTD [Date] By: /s/ Mark E. Valentine ------------------------------- Title: President April 3, 2002 FETU HOLDINGS, LTD. [Date] By: /s/ Mark E. Valentine -------------------------------- Mark E. Valentine, President EX-7.1 3 ex7-1.txt LETTER AGREEMENT DATED MARCH 27, 2002 March ___, 2002 Gregg Badger, Esq. Thomson Kernaghan & Co., Ltd. 120 Adelaide Street, West Suite 1600 Toronto, ON M5H 1T1 Canada Re: Conversion of eAutoclaims.com, Inc. - Series A Preferred Stock Dear Mr. Badger: The purpose of this letter is to set forth the agreements and understandings reached by and between eAutoclaims.com, Inc., a Nevada corporation ("eAuto") and Thomson Kernaghan & Co., Ltd., a corporation organized under the laws of Ontario, Canada ("TK") on behalf of itself and Canadian Advantage Limited Partnership and Advantage (Bermuda) Fund, Ltd. (collectively "CALP") in connection with the conversion by CALP and TK of eAuto's Series A Convertible Preferred Stock. It is the intent of the parties that this letter be a binding and enforceable agreement supported by good and valuable consideration. 1. Background. eAuto, TK and CALP are parties to a certain Securities Purchase Agreement dated as of June 27, 2000 (the "Purchase Agreement"), a Security Agreement dated as of August 25, 2000 (the "Security Agreement") and a Registration Rights Agreement dated August 25, 2000 (the "Registration Rights Agreement") under which eAuto issued shares of its Series A Convertible Preferred Stock ("Preferred Stock"), Purchaser's Warrants and Agents Warrants. In addition, eAuto also issued shares of its Common Stock in escrow. The above agreements are collectively referred to as the "Preferred Stock Agreements". The Preferred Stock Agreements have been amended in certain respects pursuant to the series of modification agreements and addendums thereto ("Modification Agreement"). Unless otherwise provided below, the terms and conditions of the Modification Agreement and Preferred Stock Agreement are terminated and of no further force and effect between eAuto, TK and CALP. It is understood that the terms and conditions of the Preferred Stock Agreement and related Modification Agreement remain in full force and effect as between eAuto and Governors Road, LLC. 2. Agreement to Convert all CALP Series A Preferred Stock. On December 7, 2001, eAuto received conversion notices from TK, as agent for CALP, to convert all of CALP's portion of Preferred Stock Certificates P-2, P-3 and P-4 at a conversion ratio of $.2825 for a total of 4,097,951 shares of eAuto's Common Stock. By execution of this Letter Agreement, eAuto agrees to take all necessary actions to issue 4,097,951 shares of its Common Stock underlying the conversion of the above referenced Series A Preferred Stock as directed by TK and as owned by CALP. Upon such issuance, TK and CALP shall no longer own any shares of eAuto's Preferred Stock. TK agrees that upon its receipt of certificates totaling 4,097,951 shares of eAuto's Common Stock relating to the conversion of the Series A Preferred Stock that it shall have no interest in the shares of previously issued Common Stock held in escrow, 50% of which will continue to be held for the benefit of Governor's Road, and the balance for eAuto. 3. Affiliate Status. TK, on behalf of it self and CALP acknowledges and understands that the conversion of its entire block of eAuto Preferred Stock results in CALP and TK being considered an "affiliate" under Rule 144 of the Securities Act of 1933, as amended. TK on behalf of it self and CALP agrees not to effect any sales or other transfers of eAuto's Common Stock for a 6-month period from the conversion notice date. CALP and TK agree to comply with the insider trading and reporting requirements imposed by Section 16 under the Securities Exchange Act of 1934, as amended. eAuto will assist CALP and TK in making appropriate 1934 Act filings (i.e. Schedule 13G and Forms 3 and 4). CALP and TK agree, unless eAuto's shares are registered under the Securities Act, it shall not sell, transfer or dispose of eAuto's shares unless such transaction complies with the requirements of Rule 144 under the Securities Act, or TK receives an opinion from reputable counsel that such sale, transfer or conveyance of eAuto's common stock may be effected pursuant to another exemption under the Securities Act or is otherwise registered under the Securities Act. 4. No Sales to Competitors. TK on behalf of itself and CALP understands that a material factor to eAuto for entering into this Agreement and eliminating the conversion limits in the prior Modification Agreements is TK's and CALP's agreement not to sell, convey, transfer or assign any shares of eAuto's Common Stock, warrants or voting rights related thereto, either directly or indirectly, to any competitor of eAuto. The parties will take reasonable steps to assure that the purchaser or transferee of any eAuto securities from TK or CALP is not a competitor of eAuto. In the event TK or CALP knowingly violate this understanding not to transfer eAuto's securities to competitors, the voting rights with respect to such securities shall be void ab initio. This provision will not prohibit TK or CALP from engaging in normal open market sales of eAuto's securities in accordance with Rule 144. 5. Right of First Refusal and Notice for Block Trades. TK and CALP agree to provide eAuto 48-hours business day prior written notice of any proposed block trade of eAuto's securities, which exceed 25,000 shares. eAuto shall have the right to direct TK or CALP to a designated market maker or broker dealer to effectuate such trade within such 48-hours notice on the same terms and conditions with best execution. If such designated market maker or broker dealer is unable to effectuate the block trade, TK and CALP shall be free to effectuate the trade through its own market maker or broker dealer. 6. Purchaser and Agent Warrants. TK and CALP shall retain all rights with respect to the Purchaser Warrants and Agent Warrants issued to such parties in connection with the Preferred Stock Agreements. Specifically, TK retains registration rights (subject to paragraph 7 below) and anti-dilution rights for 2 the Purchaser Warrants and Agent Warrants as set forth in the respective Preferred Stock Agreements. All terms and conditions of the Purchaser Warrants and Agent Warrants remain unchanged, except that the Agent Warrants will be entitled to a cashless brokerage exercise. 7. Registration Rights TK and CALP agree to waive any registration rights for any eAuto securities (shares, warranties or options) relating to registration of eAuto securities in connection with the registration statement (including all amendments) filed on behalf of certain selling shareholders for equity financing placed through Vfinance. TK and CALP shall have piggyback registration rights for subsequent registration statement (excluding Form S-8) subject to (i) the consent, not to be unreasonably withheld, of the managing underwriter of the subsequent underwritten public offering of the amount of eAuto securities included in any subsequent registration statement, (ii) reasonable lock up restrictions mutually agreed to by eAuto, TK and CALP. The parties will negotiate in good faith in determining the scope and nature of reasonable lock up arrangements. 8. Satisfaction and Waiver of any Penalty Provisions. Upon the execution of this Agreement and delivery by eAuto of the 4,097,951 shares of its Common Stock, TK and CALP agree that any penalty provisions set forth in the Preferred Stock Agreement are satisfied vis-a-vis TK and CALP. 9. TK's Exclusive Right to Future Equity Line Financing Agreement. eAuto agrees that TK shall maintain its exclusive right as a financing source for any future equity line of credit or similar arrangements based upon the agreed terms for such financings summarized on Exhibit "C" to the Restated Master Modification Agreement through May 31, 2003. 10. Releases. Except for the covenants and obligations set forth in this Letter Agreement, eAuto, TK and CALP, as well as their successors and assigns forever release and discharge each other as well as their officers, directors, members, partners, attorneys, employees, agents, managers and representatives from any and all actions, causes of action, obligations, bad faith claims, costs, expenses, attorneys fees, damages, claims, liabilities and demands of whatsoever character, nature and kind, whether in contract or tort, known or unknown, suspected or unsuspected, which any party to this Agreement may now own or hold, against the other parties, directly or indirectly, deriving from, related to, connected with or incidental to the execution and performance of the Preferred Stock Agreements and subsequent modifications thereto. 11. Successors and Assigns. The terms and conditions of this Agreement shall apply to the successors and assigns of the parties. 3 IN WITNESS WHEREOF, the parties below have executed this Agreement effective as of the date set forth above. eAUTOCLAIMS.COM, INC. By: -------------------------------------------------- Eric Seidel President THOMSON KERNAGHAN & CO., LTD., individually and as agent By: -------------------------------------------------- Gregg Badger Senior Vice President CALP II, LP, holding for CANADIAN ADVANTAGE LIMITED PARTNERSHIP as to 73% and ADVANTAGE (BERMUDA) FUND, LTD. as to 27% By: -------------------------------------------------- Mark Valentine President - General Partner 4 EX-7.2 4 ex7-2.txt MODIFICATION AGREEMENT DATED MARCH 27, 2002 MODIFICATION AGREEMENT ---------------------- This MODIFICATION AGREEMENT (the "Modification Agreement") is effective as of _______________, 2001, by and between eAUTOCLAIMS.COM, INC., a Nevada corporation ("eAutoclaims"), CANADIAN ADVANTAGE LIMITED PARTNERSHIP and ADVANTAGE (BERMUDA) FUND, LTD. (collectively "CALP"), GOVERNORS ROAD, LLC, ("Governors Road, and together with CALP, the "Purchasers"), and THOMSON KERNAGHAN & CO., LTD., a corporation organized under the laws of Ontario, Canada ("Agent"). eAutoclaims, Agent and Purchasers are herein collectively called the "Parties". R E C I T A L S: WHEREAS, eAutoclaims and Agent entered into that certain Securities Purchase Agreement dated as of June 27, 2000 (the "Purchase Agreement"); and WHEREAS, eAutoclaims and Agent entered into that certain Security Agreement dated as of August 25, 2000 (the "Security Agreement"); and WHEREAS, in accordance with the terms set forth in the Purchase Agreement, eAutoclaims has issued shares of its Series A Convertible Preferred Stock ("Preferred Stock") and Purchasers' Warrants ("Purchaser Warrants") to each Purchaser upon each funding under the Purchase Agreement; and WHEREAS, as further required under the Purchase Agreement, eAutoclaims and Agent entered into a Registration Rights Agreement dated as of August 25, 2000 pursuant to which eAutoclaims is obligated to register shares of its $.001 par value common stock underlying the Preferred Stock, the Purchaser Warrants, and the hereinafter described Agent's Warrants ("Registration Agreement"); and WHEREAS, in consideration for services performed by the Agent under the Purchase Agreement, eAutoclaims issued Agent's Warrants to the Agent ("Agent Warrants"); and WHEREAS, eAutoclaims filed a registration statement on Form SB-2 (the "Registration Statement") with the Securities and Exchange Commission to register Units comprised of shares of its common stock and redeemable common stock purchase warrants ("Units"), File No. 333-55664, which registration has been withdrawn due to market conditions; and WHEREAS, the Parties desire to amend certain terms of the Purchase Agreement, the Security Agreement, the Registration Agreement, the Purchaser Warrants, and the Agent Warrants (such agreements are collectively referred to as the "Preferred Stock Agreements"); and WHEREAS, the Parties previously entered into that certain Master Modification Agreement effective January 12, 2001, and a Letter Agreement effective April 27, 2001 and a Restated Master Modification Agreement and Addendum thereto effective May, 2001, which modified in certain respects the Preferred Stock Agreements; and WHEREAS, the purpose of this Modification Agreement is to set forth in one document the current arrangements and understandings by and among eAutoclaims, the Agent and Purchasers as it relates to the Preferred Stock; and WHEREAS, the Parties desire to set forth their agreements with respect to the modification of certain provisions included in the Preferred Stock Agreements. A G R E E M E N T S: -------------------- NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: 1. Termination of Lock-Up Letter. Because the Registration Statement referred to in the recitals was withdrawn, any prior lock-up agreements are terminated and are of no further force and effect. 2. Satisfaction of Penalty Provisions of Registration Rights Agreement. The Purchasers and Agent acknowledge that eAutoclaims has issued 344,500 shares of its Common Stock in complete and total satisfaction of any penalty provisions set forth in Article 2 of the Registration Rights Agreement for failure to register underlying shares on a timely basis. 3. Conversion Price. The conversion price and formulas set forth in paragraph 4(b) of the Restated Master Modification Agreement effective as of May, 2001, shall remain in full force and effect as follows: (a) Section 5(b)(ii) shall be revised to indicate that through June 30, 2001 each share of Preferred Stock may be converted into 6,667 shares of fully paid and non-assessable shares of common stock. If the currently pending Registration Statement is not declared effective by June 30, 2001, the conversion price shall equal the lesser of (i) sixty-two and one-half cents ($0.625) or (ii) seventy-five percent (75%) of the average of the closing bid prices for the common stock for the three (3) lowest trading days out of the twenty (20) consecutive trading days immediately preceding the date of conversion, as reported on the National Association of Security Dealers OTC Bulletin Board Market (or such other National Securities Exchange or market on which the common stock may trade at such time). 4. Conversion Limit. The provisions of Section 14 of the Restated Master Modification Agreement effective May, 2001, shall remain in full force and effect such that the Purchasers and Agent shall not convert any Preferred Stock or exercise any Warrants if the effect of the conversion or exercise increases the beneficial ownership of such party in eAutoclaims securities greater than 4.9% (this is a decrease from the 9.9%). All remaining shares of Preferred Stock will be converted at such time as the total amount of outstanding Preferred Stock is less than $250,000 (i.e., 50 shares). Likewise, the Purchasers and Agent cannot acquire any additional shares of our Common Stock in the open market, such a purchase would increase such entity's beneficial ownership position above 4.9%. 5. Consent to Withdrawal of Registration Statement. The Purchasers and Agent consent to the actions taken by eAutoclaims in withdrawing the above referenced Registration Statement, which included registration of eAutoclaims Common Stock underlying the conversion rights of the Preferred Stock and exercise provisions of the Purchasers' Warrants and Agent Warrants. eAutoclaims agrees that the piggyback registration rights granted in the Registration Rights 2 Agreement shall remain in full force and effect and that the Purchasers and Agent shall maintain their demand registration rights upon 60 days notice to eAutoclaims, signed by the holders of a majority of the outstanding shares of the Preferred Stock. 6. Agent's Exclusive Right to Future Equity Line Financing Agreement. eAutoclaims agrees that the Agent shall have the exclusive right as the financing source for any future equity line of credit for similar arrangements based upon current agreed upon terms summarized on Exhibit "C" to the Restated Master Modification Agreement through May 31, 2003. 7. Extension of Automatic Conversion Date. The two (2) year automatic conversion date set forth in the original Certificate of Designation for the Series A Preferred Stock is extended to a three (3) year date provided that such conversion does not result in the Purchasers or their affiliates increasing their respective beneficial ownership in eAutoclaims common stock to greater than 4.9%. The automatic conversion date shall be extended without further action to successive annual anniversary dates until such time as conversion would not increase beneficial ownership above 4.9%. At such time as conversion would not result in beneficial ownership exceeding 4.9% all Series A Preferred Stock shall be automatically converted. 8. Conforming Amendments. Upon amendment of the Preferred Stock Agreements according to the preceding provisions of this Modification Agreement, any other provision of any Preferred Stock Agreement that conflicts with the terms of this Modification Agreement shall be deemed to be modified or amended to be consistent with the terms hereof. All other provisions of the Preferred Stock Agreements shall remain in full force and effect and are unmodified hereby. eAutoclaims covenants to make a timely filing of the Certificate of Designation for the Preferred Stock to reflect the provisions of the Modification Agreement. 9 Successors, Assigns and Affiliates. The terms and conditions of this Modification Agreement shall apply to successors and assigns of the parties. The provisions of this Modification Agreement, including but not limited to the 4.9% beneficial ownership conversion limitation in Sections 4 and 7 shall apply to affiliates of the Purchasers, including but not limited to, Dominion Capital, Ltd., Southshore Capital Fund, Southridge Capital Management, LLC and Sovereign Partners, LLC. 10. Release by eAutoclaims. eAutoclaims, as well as its successors and assigns (the collectively, the "Releasing Parties"), hereby forever releases and discharges the Purchasers, Southridge Capital Management, LLC and Agent as well as their officers, directors, members, partners, attorneys, employees, agents, managers, representatives, successors and assigns, in both their individual and representation capacities (collectively, the "Released Parties"), from any and all actions, causes of action, obligations, bad faith claims, costs, expenses, attorney's fees, damages, claims, liabilities and demands of whatsoever character, nature and kind, whether in contract or tort, known or unknown, suspected or unsuspected, which the Releasing Parties now may own or hold, against the Released Parties, directly or indirectly, deriving from, related to, connected with or incidental to the execution and performance of this Modification Agreement and the Preferred Stock Agreements. 3 IN WITNESS WHEREOF, the parties below have executed this Modification Agreement, effective as of the date first set forth above. eAUTOCLAIMS, INC. By: -------------------------------------------------- Eric Seidel, President THOMSON KERNAGHAN & CO., INC. By: -------------------------------------------------- Gregg Badger Senior Vice President CALP II, LP, which holds for CANADIAN ADVANTAGE LIMITED PARTNERSHIP as to 73% and ADVANTAGE (BERMUDA) FUND LTD. as to 27% By: -------------------------------------------------- Mark Valentine President - General Partner DOMINION CAPITAL, LTD. By: -------------------------------------------------- As: -------------------------------------------------- SOUTHSHORE CAPITAL FUND By: -------------------------------------------------- As: -------------------------------------------------- SOUTHRIDGE CAPITAL MANAGEMENT, LLC By: -------------------------------------------------- As: -------------------------------------------------- SOVEREIGN PARTNERS, LLC By: -------------------------------------------------- As: -------------------------------------------------- GOVERNORS ROAD, LLC By: -------------------------------------------------- As: -------------------------------------------------- 4 -----END PRIVACY-ENHANCED MESSAGE-----