U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EYE CASH NETWORKS, INC. f.k.a. eConnect, Inc.
----------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Nevada 43-1239043
------ ----------
(State of Incorporation) (I.R.S. Employer ID No.)
1010 N. Brand Ave.
Glendale, California 91202
-------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Consulting Agreements dated January 10, 2002
----------------------------------------------
(Full title of the Plan)
William B. Haseltine, Attorney at Law
604 North Greenbrier Street, Arlington, Virginia 22203
------------------------------------------------------
(Name and address of agent for service)
(703) 276-1919
-----------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- ------------------------- ---------------------- ----------------------- ---------------------- -------------------
Title of Securities to Amount to be Proposed Maximum Proposed Aggregate Amount of
be Registered Registered Offering Price Per Offering Price Registration Fee
Share
- ------------------------- ---------------------- ----------------------- ---------------------- -------------------
Common Stock 33,500,000 $0.003 (1) $100,500 $9.25
- ------------------------- ---------------------- ----------------------- ---------------------- -------------------
(1) 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 over the
counter on February 26, 2003.
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, filed December 4,
2001 are hereby incorporated by reference.
The Consulting Agreement that is incorporated by reference herein is the
same as that which is between the Company and the following individuals for the
amount of shares indicated. These individuals are involved in development of the
businesses of the Company in the area of support for financial, operational and
marketing assistance: Tim Chou - 500,000; Robert Atwell - 3,000,000; Jim Ball -
500,000; Jim Clinton - 2,000,000; Charles Yourshaw - 4,000,000; Rick Wilson -
2,000,000; Don Yarter - 2,500,000; Peter Jensen - 2,000,000; Rex Burnett -
1,000,000; Cathy Rangel - 1,000,000; Dierdre Girardeau - 2,000,000; William
Haseltine - 4,000,000; Gilbert Serrano - 4,000,000; Chris Jenson - 4,000,000;
Shone Clark - 1,000,000.
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
March 10, 2003
U.S. Securities and Exchange Commission Division of Corporation Finance 450
Fifth Street, N.W.
Washington, D.C. 20549
Re: Eye Cash Networks, Inc. - Form S-8
Dear Sir/Madame:
I have acted as counsel to EyeCash Networks, Inc., a Nevada corporation f.k.a.
eConnect, Inc. ("Company"), in connection with its Registration Statement on
Form S-8 relating to the registration of thirty-three million five hundred
thousand (33,500,000) shares of its common stock ("Shares"), $0.001 par value
per Share, which are issuable pursuant to the Company's Consulting Agreements
incorporated by reference into this filing.
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
- --------------------------
William B. Haseltine
L.L. Bradford & Company, LLC
3441 South Eastern Avenue
Las Vegas, Nevada 89109
(702) 735-5030
March 11, 2003
U.S. Securities and Exchange Commission Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: EyeCashNetworks, Inc. (f.k.a. eConnect, Inc.) - 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 dated April 19, 2002 in eConnect's Form 10-KSB for the year ended
December 31, 2001, and to all references to our firm included in this
Registration Statement.
Sincerely,
/s/ L.L. Bradford & Company
- ----------------------------
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
authorized, in the City of Glendale, State of California, on October 28, 2002.
eConnect
By: /s/ Chris Jenson
------------------------------------
Director and Chief Executive Officer