U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ECONNECT, INC.
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(Exact Name of Registrant as Specified in its Charter)
Nevada 43-1239043
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(State of Incorporation) (I.R.S. Employer ID No.)
2500 Via Cabrillo Marina, California 90731
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(Address of principal executive offices) (Zip Code)
E-Connect, Inc.
Consulting Agreement
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(Full title of the Plan)
William B. Haseltine, Attorney at Law
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604 North Greenbrier Street, Arlington, Virginia 22203
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(Name and address of agent for service)
(703) 276-1919
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Securities to Amount to be Proposed Maximum Proposed Aggregate Amount of
be Registered Registered Offering Price Per Offering Price Registration Fee
Share
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Common Stock 650,000(1) $0.024(2) $15,600 $1.44
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(1) Includes shares issued under three consulting agreements.
(2) Computed pursuant to Rule 457(c) on the basis of the average of the high
and low prices per share as reported for such securities on the NASD's OTC
Bulletin Board on March 29, 2002.
Pursuant to General Instruction E to Form S-8, the contents of an earlier
registration statement filed on this Form S-8, No. 333-74524, are hereby
incorporated by reference.
Attached hereto are the required Opinion of Counsel and Consent of
Accountants.
William B. Haseltine
Attorney at Law
604 North Greenbrier Street
Arlington, Virginia 22203
(703) 276 1919
April 4, 2002
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: eConnect - Form S-8
Dear Sir/Madame:
I have acted as counsel to eConnect, a Nevada corporation ("Company"), in
connection with its Registration Statement on Form S-8 relating to the
registration of six hundred fifty thousand (650,000) shares of its
common stock ("Shares"), $0.001 par value per Share, which are issuable pursuant
to the Company's Amended and Restated Non-Employee Directors and Consultants
Retainer Stock Plan (Amendment No. 4).
In my representation I have examined such documents, corporate records, and
other instruments as I have deemed necessary or appropriate for purposes of this
opinion, including, but not limited to, the Articles of Incorporation, and all
amendments thereto, and the Bylaws of the Company.
Based upon and in reliance on the foregoing, and subject to the qualifications
and assumptions set forth below, it is my opinion that the Company is duly
organized and validly existing as a corporation under the laws of the State of
Nevada, and that the Shares, when issued and sold, will be validly issued, fully
paid, and non-assessable.
My opinion is limited by and subject to the following:
(a) In rendering my opinion I have assumed that, at the time of each issuance
and sale of the Shares, the Company will be a corporation validly existing and
in good standing under the laws of the State of Nevada.
(b) In my examination of all documents, certificates and records, I have assumed
without investigation the authenticity and completeness of all documents
submitted to me as originals, the conformity to the originals of all documents
submitted to me as copies and the authenticity and completeness of the originals
of all documents submitted to me as copies. I have also assumed the genuineness
of all signatures, the legal capacity of natural persons, the authority of all
persons executing documents on behalf of the parties thereto other than the
Company, and the due authorization, execution and delivery of all documents by
the parties thereto other than the Company. As to matters of fact material to
this opinion, I have relied upon statements and representations of
representatives of the Company and of public officials and have assumed the same
to have been properly given and to be accurate.
(c) My opinion is based solely on and limited to the federal laws of the United
States of America and the Nevada Revised Statutes. I express no opinion as to
the laws of any other jurisdiction.
Sincerely,
/s/ William B. Haseltine
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William B. Haseltine
L.L. Bradford & Company
Certified Public Accountants
2901 El Camino Avenue, Suite 105
Las Vegas, Nevada 89102
(702) 735-5030
April 4, 2002
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: eConnect - Form S-8
Dear Sir/Madame:
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on
Form S-8 of our report in eConnect's Form 10-KSB for the fiscal year ended
December 31, 2001, and to all references to our firm included in this
Registration Statement.
Sincerely,
/s/ L.L. Bradford & Company
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L.L. Bradford & Company
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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
authorize, in the City of San Pedro, State of California, on April 2, 2002.
eConnect
By:/s/ Thomas S. Hughes
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Thomas S. Hughes, Chairman & CEO
Special Power of Attorney
The undersigned constitute and appoint Thomas S. Hughes their true and lawful
attorney-in-fact and agent with full power of substitution, 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 Form S-8 Registration
Statement, and to file the same with all exhibits thereto, and all documents in
connection therewith, with the U.S. Securities and Exchange Commission, granting
such attorney-in-fact the 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 and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorney-in-fact 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 Title Date
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/s/ Thomas S. Hughes President/Chief Executive April 4, 2002
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Thomas S. Hughes
/s/ Jack M. Hall Secretary/Director April 4, 2002
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Jack M. Hall
/s/ Laurence Donoghue Director April 4, 2002
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Laurence Donoghue