UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
ECONNECT, INC
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
eConnect
2500 Via Cabrillo Marina, Suite 112
San Pedro, California 90731
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FRIDAY, DECEMBER 28, 2001
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Notice is hereby given that the Annual Meeting of shareholders of eConnect,
a Nevada corporation ("Company") will be held on Friday, December 28, 2001, at
the San Pedro Hilton Hotel, located at 2800 Via Cabrillo Marina, San Pedro,
California 90731 at 8:00 a.m. for the following purposes:
1. To elect the following three nominees as Directors of the Company
until the next Annual Meeting of shareholders and until their respective
successors shall be elected and qualified:
Thomas S. Hughes, Jack M. Hall, and Laurence B. Donoghue;
2. To approve the appointment of L.L. Bradford & Company, LLC as the
Company's independent auditors for the new fiscal year that commenced on
January 1, 2001;
3. To consider on any other matter that properly may come before the
meeting or any adjournment thereof.
Shareholders of record at the close of business on November 1, 2001 are
entitled to vote at the meeting or any postponement or adjournment thereof.
Please review the voting options on the attached proxy card and submit your
vote promptly. If you attend the Annual Meeting, you may revoke your Proxy and
vote in person if you desire to do so, but attendance at the Annual Meeting
does not itself serve to revoke your Proxy.
By order of the Board of Directors
Jack M. Hall,
Corporate Secretary
December 3, 2001
eConnect
2500 Via Cabrillo Marina, Suite 112
San Pedro, California 90731
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PROXY STATEMENT
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This Proxy Statement is furnished to shareholders at the direction and on
behalf of the Board of Directors of eConnect, a Nevada corporation ("Company"),
for the purpose of soliciting proxies for use at the Annual Meeting of
Shareholders of the Company to be held at the San Pedro Hilton Hotel, located
at 2800 Via Cabrillo Marina, San Pedro, California 90731 on Friday, December
28, 2001, at 8:00 a.m. The shares represented by the proxy will be voted in the
manner specified in the proxy. To the extent that no specification is made as
to the proposals set forth in the notice of meeting accompanying this Proxy
Statement, the proxy will be voted in favor of such proposals. However, any
proxy given pursuant to this solicitation may be revoked at any time before it
is exercised by giving written notice of such revocation to the Secretary of
the Company, by appearing at the meeting and voting in person, or by submitting
a later dated proxy. A revocation that is not timely received shall not be
taken into account, and the original proxy shall be counted.
Shareholder proposals must be submitted to the Company not later than
September 1, 2002, in order to be included in those matters considered at the
next Annual Meeting of the Company to be held in December 2002. This Proxy
Statement is distributed on behalf of the Company. The cost of preparing,
assembling and mailing this Proxy Statement, the Notice of Annual Meeting of
Shareholders and the accompanying Proxy is being borne by the Company. Brokers,
dealers, banks, or voting trustees, and their nominees, are requested to
forward soliciting materials to the beneficial owners of shares and will be
reimbursed for their reasonable expenses. This Proxy Statement and accompanying
proxy will be mailed to shareholders on or about Monday, December 3, 2001.
VOTING SECURITIES
The record date of shareholders entitled to notice of and to vote at the
Annual Meeting of Shareholders is the close of business on November 1, 2001. On
such date, the Company had issued and outstanding shares of 444,704,757 $0.001
par value common stock. Each share is entitled to one vote per share on any
matter which may properly come before the meeting and there shall be no
cumulative voting right on any shares. The presence at the meeting, in person
or by proxy, of the holders of 25% of the shares of common stock outstanding on
the record date will constitute a quorum at the meeting. Votes withheld and
abstentions will be counted in determining the presence of a quorum but will
not be voted. Broker votes will not be counted in determining the presence of a
quorum and will not be voted. All matters to be voted on require an affirmative
vote of a majority of the votes present at the meeting.
STOCK OWNERSHIP
The following table sets forth information regarding the beneficial
ownership of shares of the Company's common stock as of July 16, 2001 (issued
and outstanding) by (i) all stockholders known to the Company to be beneficial
owners of more than 5% of the outstanding common stock; and (ii) all directors,
executive officers, and key employees of the Company, individually and as a
group:
Amount of
Name and Address of Beneficial Owner(1) Title of Class Beneficial Ownership(2) Percent of Class
--------------------------------------- -------------- ----------------------- ----------------
Richard Epstein................................... Common Stock 68,523,186(3) 20.49%
12147 Northwest 9th Drive
Coral Springs, FL 33071
Thomas S. Hughes.................................. Common Stock 8,700,000(4) 2.60%
2500 Via Cabrillo Marina
Suite 112
San Pedro, CA 90731
Hughes Net Income Charitable Remainder Common Stock 8,522,500(5) 2.55%
Unitrust..........................................
c/o Anthony J. Bayne, Esq.
2500 Via Cabrillo Marina
Suite 300
San Pedro, CA 90731
Jack M. Hall...................................... Common Stock 200,000(6) 0.66%
2500 Via Cabrillo Marina
Suite112
San Pedro, CA 90731
Laurence B. Donoghue.............................. Common Stock 11,000(7) 0.03%
2500 Via Cabrillo Marina
Suite 300
San Pedro, CA 90731
Shares of all directors, executive officers, and
key employees as a group (5 persons).............. Common Stock 17,532,500 5.24%
1
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(1) Except as noted in footnote 4 below, each person has sole voting power and
sole dispositive power as to all of the shares shown as beneficially owned
by him.
(2) Other than as set forth below, none of these security holders has the right
to acquire any amount of common stock within 60 days from options,
warrants, rights, conversion privilege, or similar obligations.
(3) The amount owned by this selling shareholder represents the combined
holdings of Alliance Equities and Richard Epstein, who controls this firm.
This amount includes the following: (a) a warrant for the purchase of
1,400,000 shares of common stock, currently exercisable at $1.00 per share
through June 30, 2002; (b) a warrant for the purchase of 2,400,000 shares
of common stock, currently exercisable at $0.40 per share through September
30, 2003; (c) a warrant for the purchase of 3,000,000 shares of common
stock, currently exercisable at $0.25 per share through September 30, 2003;
and (d) a debenture in the principal amount of $1,653,000, which represent
9,723,529 shares (currently convertible into shares of common stock at
$0.17 per share through April 5, 2002). The remainder of the holdings
consists of shares of common stock.
(4) 8,400,000 of this amount is owned by Electronic Transactions &
Technologies. This ownership is attributed to Mr. Hughes by virtue of his
70% ownership of ET&T. In addition, 150,000 of this amount is represented
by options issued in December 2000 under the company's stock incentive plan
which are exercisable within 60 days (the total options granted was
600,000). These options are exercisable at $0.40 per share for those
exercised on or before December 31, 2000; thereafter the exercise price is
25% of the fair market value of the shares on the date of the exercise. A
maximum of 25% of the total options may be exercised in any one calendar
year.
(5) The creator of this trust is Thomas S. Hughes. Thomas S. Hughes is the
trustee of the trust; Lawrence B. Donoghue, Esq. is the special trustee,
and as such has the voting power and power over the disposition of the
company's shares under this trust. In addition, Mr. Hughes is the lifetime
net income beneficiary of this trust, and the remainder beneficiary is
Philosopher Kings and Queens, a California nonprofit public benefit
corporation (according to information provided by Mr. Hughes). According to
information provided by Mr. Hughes, this trust is irrevocable.
(6) 100,000 of this amount is represented by options issued in December 2000
under the company's stock incentive plan which are exercisable within 60
days (the total options granted was 400,000). These options are exercisable
at $0.40 per share for those exercised on or before December 31, 2000;
thereafter the exercise price is 25% of the fair market value of the shares
on the date of the exercise. A maximum of 25% of the total options may be
exercised in any one calendar year.
(7) 100,000 of this amount is represented by options issued in December 2000
under the company's stock incentive plan which are exercisable within 60
days (the total options granted was 400,000). These options are exercisable
at $0.40 per share for those exercised on or before December 31, 2000;
thereafter the exercise price is 25% of the fair market value of the shares
on the date of the exercise. A maximum of 25% of the total options may be
exercised in any one calendar year.
ELECTION OF DIRECTORS
The names, ages, and respective positions of the directors and executive
officers of the Company are set forth below. The Company's Board of Directors
is currently composed of three Members. The Company's Bylaws provide that
Directors are to serve only until the next Annual Meeting of Shareholders or
until their successors are elected and qualified. Officers will hold their
positions at the will of the Board of Directors, absent any employment
agreement, of which none currently exist or are contemplated. There are no
arrangements, agreements or understandings between non-management shareholders
and management under which non-management shareholders may directly or
indirectly participate in or influence the management of the Company's affairs.
There are no other promoters or control persons of the Company.
2
Directors and Executive Officers.
(a) Thomas S. Hughes, Chief Executive Officer/Director.
Mr. Hughes, Age 54, has been President and a Director of the Company
since March 1997. From 1993 to the present, he has also served as the
President of Electronic Transactions & Technologies, a privately held Nevada
corporation which developed terminals for wireless home and internet
applications.
(b) Jack M. Hall, Secretary/Director.
Mr. Hall, age 73, is currently President of Hall Developments, a real
estate development company he founded in 1991, which employs a staff of 10
people. Mr. Hall spends approximately 20 hours per week searching out
strategic alliances for the Company. Mr. Hall joined the Company as
Secretary and a Director in March 1997.
(c) Laurence B. Donoghue, Director.
Mr. Donoghue, age 56, is an attorney as well as a computer professional.
He was awarded a Juris Doctor degree at George Washington University in
Washington, D.C. in 1971. In December 1997, Mr. Donoghue founded and
incorporated in Internet marketing consulting business call Adweb
Communications. In July 1998, Mr. Donoghue also opened his own practice of
law, founding the Law Offices Of Laurence B. Donoghue. Mr. Donoghue
continues to operate both enterprises. From 1975 to 1998, Mr. Donoghue built
a successful prosecuting career in the Los Angeles County District
Attorney's Office as a Deputy District Attorney. From 1980 to 1998, he
worked as an Adjunct Professor at Law at Trinity University School of Law.
Mr. Donoghue was appointed to the Board of Directors effective on June 1,
2000.
Involvement in Certain Legal Proceedings.
In a complaint filed on March 23, 2000 (Securities and Exchange Commission
v. eConnect and Thomas S. Hughes, Civil Action No. CV 00 02959 AHM (C.D.
Cal.)), the SEC alleged that since February 28, 2000, the Company issued false
and misleading press releases claiming: (1) the Company and its joint venture
partner had a unique licensing arrangement with PalmPilot; and (2) a subsidiary
of the Company had a strategic alliance with a brokerage firm concerning a
system that would permit cash transactions over the Internet. The complaint
further alleges that the press releases, which were disseminated through a wire
service as well as by postings on Internet bulletin boards, caused a dramatic
rise in the price of the Company's stock from $1.39 on February 28 to a high of
$21.88 on March 9, 2000, on heavy trading volume. The SEC suspended trading in
the Company's common stock on the Over the Counter Bulletin Board on March 13
for a period of 10 trading days (trading resumed on the National Quotation
Bureau's Pink Sheets on March 27, 2000). The complaint alleges that despite the
trading suspension and the SEC's related investigation, the Company and Mr.
Hughes continued to issue false and misleading statements concerning the
Company's business opportunities. In addition to the interim relief granted,
the Commission seeks a final judgment against the Company and Mr. Hughes
enjoining them from future violations of Section 10(b) of the Exchange Act and
Rule 10b-5 thereunder (the anti-fraud provisions of that act) and assessing
civil penalties against them.
On March 24, 2000, a temporary restraining order was issued in the
above-entitled action prohibiting the Company and Mr. Hughes, from committing
violations of the antifraud provisions of the federal securities laws. The
Company and Mr. Hughes consented to the temporary restraining order.
On April 6, 2000, without admitting or denying the allegations contained in
said complaint, the Company and Mr. Hughes entered into a settlement by consent
that has resulted in the entry of permanent injunctive relief. The settlement
agreement with the SEC was accepted and a judgment of permanent injunction was
entered by the Court on April 7, 2000. The judgment that the Company and Mr.
Hughes consented to prohibits the Company and Mr. Hughes from taking any action
or making any statement, or failing to make any statement that would violate
Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder.
The court has yet to determine whether disgorgement, civil penalties or other
relief should be assessed against the Company or Mr. Hughes.
3
Executive Compensation.
Summary Compensation Table.
Long-term compensation
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Annual Compensation Awards Payouts
- - -------------------------- --------------------- -------
Restricted Securities
Other annual stock underlying LTIP All other
Name and Salary Bonus compensation award(s) options/ payouts compensation
principal position year ($) ($) ($) ($) SARs (#) ($) ($)
------------------ ---- ------- ----- ------------ ---------- ---------- ------- ------------
Thomas S. Hughes,..... 2000 255,968 0 0 4,800,000 600,000 0 0
Chief Executive Off. 1999 79,215 0 0 0 0 0 0
1998 0 0 0 0 0 0 0
Jack M. Hall,......... 2000 0 0 57,500 56,000 400,000 0 0
Secretary 1999 0 0 21,000 0 0 0 0
1998 0 0 0 0 0 0 0
Lawrence B. Donoghue,. 2000 0 0 0 101,900 400,000 0 0
Director(1)
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(1) Mr. Donoghue became a director of the company on May 23, 2000.
Certain Relationships and Related Transactions.
Certain transactions that occurred between the Company and related parties
are set forth below. With respect to each such transaction, the Company
believes that the terms of each transaction were approximately as favorable to
the Company as could have been obtained from an unrelated third party:
(a) The company, ET&T and Mr. Hughes entered into a promissory note, dated
December 1, 1999, to reflect the principal sum of $2,836,411 owed by the latter
two to the company for various sums paid by the company to ET&T. As of December
31, 2000, this amount had increased to a total of $4,835,718 due to the
following:
. Interest on the principal amount of $193,886;
. Additional stock issued to ET&T by the company in the amount of 3,000,000
shares ($843,900); and
. A loan in the amount of $961,521 made by the company to ET&T.
The total amount due has been fully reserved as an allowance for doubtful
accounts and expensed as bad debt. This amount relates to a combination of
approximately 21% cash and 79% common stock issuance to Thomas S. Hughes and
ET&T during fiscal year 1999 and 2000.
(b) On August 22, 2000, the company granted to Richard Epstein in repayment
of previous sums loaned to the company in 2000 (totaling $1,336,366), as
follows: (1) a warrant covering the purchase of 3,000,000 shares of common
stock, exercisable at $0.25 from September 30, 2000 through September 30, 2003;
(2) a warrant covering the purchase of 2,400,000 shares of common stock,
exercisable at $0.40 per share from September 30, 2000 through September 30,
2003; and (3) a warrant covering the purchase of 2,000,000 shares of common
stock, exercisable at 50% below the closing bid price on the date of exercise
from August 22, 2000 through December 31, 2001. All these warrants have been
issued, and to date, the warrant to purchase 2,000,000 shares at 50% below the
closing bid price has been exercised.
In payment of the amount of $1,336,366, and a further amount of $316,634
loaned to the company in the first quarter of 2001, the company (in addition to
the issuance of the warrants) issued a debenture in the principal amount of
$1,653,000 (convertible at any time from issuance until April 5, 2002 into
shares of common stock at $0.17 per share). Due to a decline in the market
price of the shares of the Company, this agreement has been
4
renegotiated. Atotal of 20 million shares will be issued to Epstein in full
payment of the money owed by the Company pursuant to the debentures.
(c) In January of 2000, the company entered into a Consulting Services
Agreement with Mr. Epstein. Mr. Epstein has agreed to assist the company in
developing a market for the usage of the eCash Pad for a period of three years
in exchange for 15,000,000 shares of the company's common stock. The amount
recorded as consulting expense totaled $983,475 for the year ended December 31,
2000. In January 2001, the company issued Mr. Epstein 15,000,000 shares of
common stock in satisfaction of this agreement.
(d) In February 2000, the company entered into another Consulting Services
Agreement with Mr. Epstein. Mr. Epstein agreed to provide consulting services
related to future mergers and acquisitions in behalf of the company for a
period of 2 years in exchange for 300,000 shares of the company's common stock
monthly. The company recorded consulting expenses of $3,996,630 for the year
ended December 31, 2000. During fiscal year 2000, the company issued a total of
1,050,000 shares of its common stock in advance of such services having been
rendered. Accordingly, the company has recorded a prepaid consulting services
of $1,271,655 related to such advance issuances.
(e) During 1999 and 2000, the company entered into several other consulting
agreements with Mr. Epstein or Alliance Equities, Inc., a company controlled by
him. Mr. Epstein and Alliance Equities were paid a total of 8,914,000 shares of
common stock under these agreements during 2000.
(f) In September 1999, the company entered into a Regulation D Common Stock
Private Equity Line Subscription Agreement ("Subscription Agreement") with
Alpha Venture Capital, Inc. ("Alpha"). The Subscription Agreement entitles the
company to draw funds up to $5,000,000 from issuance of its common stock for an
amount equal to 80% of the market value at the time of each draw request,
expiring September 2000, subject to certain terms and conditions. The
Subscription Agreement required the company to deliver an aggregate of
1,000,000 five year warrants to purchase its common stock at an exercise price
equal to 80% of the closing bid price on the execution of this agreement as a
commitment fee. Furthermore, the company is required to deliver to Alpha up to
a maximum of 500,000 warrants on a pro rata basis in conjunction with the draw
request, exercisable at the closing bid price at the date of each draw request.
In October 2000, the company was granted a one year extension on its
Subscription Agreement with one automatic six month extension and an overall
increase in funds it may draw by an additional $5,000,000. Pursuant to the
October 2000 extension, the company is required to deliver an aggregate of
2,000,000 five year warrants to purchase its common stock at an exercise price
equal to 80% of the closing bid price on the execution of this extension.
Furthermore, the company is required to deliver to Alpha up to a maximum of
1,571,428 warrants on a pro rata basis in conjunction with the draw request,
exercisable at the closing bid price at the date of each draw request. The
company is assessed a placement fee, as provided within the Subscription
Agreement, for funds drawn, which is equal to 8% of each draw. As of December
31, 2000, the company has drawn $7,773,000 of the available $10,000,000. During
fiscal year 2000, Alpha exercised approximately 3,050,000 warrants of the total
5,071,000 granted related to the Subscription Agreement.
(g) In December 2000, the company entered into an additional Regulation D
Common Stock Private Equity Line Subscription Agreement ("Subscription
Agreement No. 2") with Alpha. The Subscription Agreement No. 2 entitles the
company to draw funds up to $15,000,000 from issuance of its common stock for
an amount equal to 82% of the market value for the five business days
immediately following the draw request date, expiring December 2001 with one
automatic twelve month extension if at least 20% of the subscription amount is
drawn during the first six months as of the agreement date, subject to certain
terms and conditions. The Subscription Agreement No. 2 requires the company to
file a registration statement on Form SB-2 with the Securities and Exchange
Commission for the registration of common stock for future issuance related to
the Subscription Agreement No. 2. The Subscription Agreement No. 2 also
requires the company to deliver an aggregate of 2,000,000 five year warrants to
purchase its common stock at an exercise price equal to the lesser of 40% of the
5
closing bid price of the company's common stock at the agreement date or 40% of
the average five day closing bid price as of the date of the effectiveness the
Registration Statement. Furthermore, the company is required to deliver to
Alpha up to a maximum of 1,000,000 warrants on a pro rata basis in conjunction
with the draw request, exercisable at the closing bid price at the date of each
draw request. The company is assessed a placement fee, as provided within the
Subscription Agreement, for funds drawn, which is equal to 8% of each draw. As
of December 31, 2000, the company has not drawn upon the Subscription Agreement
No. 2. Furthermore, no warrants were exercised of the total 3,000,000 warrants
granted related to the Subscription Agreement No. 2.
(h) On March 5, 2001, the company entered into a Line of Credit agreement
with Alliance Equities, Inc. Under this agreement, the company may access up to
an amount that mutually agreed upon with a maximum of $400,000 per month at the
rate of 12% per year APR. The maximum funding to be provided under this
agreement is $7,000,000 from the date of signing through December 31,2002. At
any time during this period, the company may deliver to Alliance an Advance
Notice. Alliance can choose to be repaid either in cash or restricted shares of
common stock of the company. As of July 16, 2001, the company has taken draws
under this agreement totaling $1,250,000.
(i) On June 16, 2001, the company entered into a purchase agreement with
3Pea Technologies, Inc., a company controlled by Mark Newcomer, the son-in-law
of Thomas Hughes, president of the company. Under this agreement, the company
agrees to purchase from 3Pea 60,000 PAYPADs. The PAYPAD is a USB hybrid card
reading pad which will include, after full packaging by 3Pea, the following
items: (1) a four-color printed box; (2) a user instruction manual running
approximately seven pages; (3) a printed compact disk containing the necessary
proprietary software drivers enabling the PAYPAD to communicate with the host
computer; and (4) appropriate designations demonstrating classification
approval by relevant licensing bodies, including the U.S. Federal
Communications Commission and the Underwriters' Laboratory. This Agreement will
expire by its own terms six months from its date of execution.
(j) On July 18, 2001, the company entered into a common stock purchase
agreement with Alpha Venture Capital, Inc Under this agreement, the company is
able to draw funds, and the investor in turn purchases shares of common stock
from the company. The company may exercise a put by the delivery of a put
purchase notice to the investor. The number of shares that the investor will
receive under each put will be determined by dividing the amount specified in
the put purchase notice by the purchase price determined during the valuation
period; provided, however, that the put purchase notice will be cancelled and
the put will not be exercised if the market price is below the floor price,
which is $0.02 per share. The "purchase price" under this agreement is 85% of
the market price on the put date; the "valuation period" is the period of ten
trading days commencing on the put date during which the purchase price of the
common stock is determined. The amount for each put as designated by the
Company in the applicable put purchase notices shall be not more than the
maximum put amount, which is the lesser of
. $200,000; or
. 15% of the average daily trading volume (the dollar amount of the average
daily trading volume of shares of common stock, calculated based upon the
average bid price and average daily trading volume traded over the 10
trading days during the valuation period, not including trading days when
the lowest intra-day bid price is lower than the floor price.
or, in combination with all the other puts exercised under the agreement, not
more than the commitment amount (which is $20,000,000).
Committees of the Board of Directors.
The Company does not currently have standing audit, nominating, or
compensation committees. Meetings of the Board of Directors. During the last
fiscal year (ended on December 31, 2000), the total number of meetings of the
Board of Directors which were held was 24. None of the incumbent directors of
the Company attended less than 75 percent of the total meetings.
6
INDEPENDENT PUBLIC ACCOUNTANTS
Ratification of Accountants.
L.L. Bradford & Company, LLC of Las Vegas, Nevada issued the report for the
Company's audited financial statements for the fiscal year ended December 31,
2000. The Board of Directors has approved by resolution a proposal to retain
L.L. Bradford & Company, LLC for the fiscal year that commenced on January 1,
2001. The Board of Directors of the Company recommends a vote FOR the retention
of L.L. Bradford & Company, LLC for the current fiscal year.
Representatives of L.L. Bradford & Company, LLC are not expected to be
present at the Annual Meeting and will not be available for respond to
questions.
FINANCIAL AND OTHER INFORMATION
The Form 10-KSB for the fiscal year ended December 31, 2000 and the Form
10-QSB for the quarter ended on September 30, 2001 are incorporated by
reference to this Proxy Statement and will be delivered to security holders of
the Company upon written request.
7
OTHER BUSINESS
As of the date of this proxy statement, the Company knows of no business
that will be presented for consideration at the Annual Meeting other than the
items referred to above. If any other matter is properly brought before the
meeting for action by the shareholders, proxies in the enclosed forms returned
to the Company will be voted in accordance with the recommendation of the Board
of Directors or, in the absence of such a recommendation, in accordance with
the judgment of the proxy holder.
The information incorporated by reference to this Proxy Statement is the
Form 10-KSB for the fiscal year ended December 31, 2000, and the Form 10-QSB
for the quarter ended September 30, 2001.
By order of the Board of Directors
Jack M. Hall
Corporate Secretary
December 3, 2001
8
eCONNECT PROXY CARD
1. Election of Directors (circle one): [_] FOR all nominees listed below [_] WITHHOLD AUTHORITY to
vote for all nominees listed below
Thomas S. Hughes Jack M. Hall Laurence B. Donoghue
2. To approve the selection of I.L. Bradford & Company, LLC as the Company's Independent Accounting Firm for the
current fiscal Year (circle one).
[_] FOR [_] AGAINST [_] ABSTAIN
This proxy will be voted as specified. IF NO SPECIFICATION IS GIVEN, THIS
PROXY WILL BE VOTED FOR THE PROPOSALS SET FORTH ABOVE. The undersigned hereby
acknowledges receipt of the Notice of Annual Meeting of Shareholders of
eConnect to be held on December 28, 2001, the Proxy Statement of such meeting,
the Form 10-KSB for the fiscal year ended December 31, 2000, and the Form
10-QSB for the quarter ended September 30, 2001.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
(Continued from other side)
PROXY
eConnect
Annual Meeting of Shareholders To Be Held December 28, 2001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Thomas S. Hughes, Jack M. Hall and Laurence B.
Donoghue, or any of them, as proxies of the undersigned, with full power of
substitution, and hereby authorized them to represent and to vote at the Annual
Meeting of Shareholders of eConnect, a Nevada corporation (sometimes hereafter
referred to as the "Company") to be held on Friday, December 28, 2001, as
designated below, all of the common stock of eConnect held of record by the
undersigned on November 1, 2001, at the San Pedro Hilton Hotel, located at 2800
Via Cabrillo Marina, San Pedro, California 90731, for matters that properly may
come before the meeting or any adjournment thereof.
Dated: , 2001
_____________________________________
(Signature of Shareholder)
Note: Please sign exactly as name
appears on stock certificate (as
indicated on reverse side). All joint
owners should sign. When signing as
personal representative, executor,
administrator, attorney, trustee or
guardian, please give full title as
such. If a corporation, please sign
in full corporation name by President
or other authorized person. If a
partnership, please sign in
partnership name by a partner.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.