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Microcap & Penny Stocks : ECNC (OTC:BB) - eConnect -- Ignore unavailable to you. Want to Upgrade?

To: Jorjenzak who wrote (1602)	8/20/1999 4:01:00 PM
From: CIMA	Read Replies (1) \| Respond to of 18222

From the SB2: eConnect, a Nevada corporation ("Company"), is hereby offering up to 61,000,000 shares of its $0.001 par value common stock ("Shares") at an offering price of $0.19 per Share on a delayed basis under Rule 415 pursuant to the terms of this Prospectus for the purpose of providing working capital for the Company. The Shares offered hereby are highly speculative and involve a high degree of risk to public investors and should be purchased only by persons who can afford to lose their entire investment (See "Risk Factors" on page 4). ALL OFFEREES AND SUBSCRIBERS WILL BE ASKED TO ACKNOWLEDGE IN WRITING THAT THEY HAVE READ THIS PROSPECTUS CAREFULLY AND THOROUGHLY, and understood the contents thereof, THEY WERE GIVEN THE OPPORTUNITY TO OBTAIN ADDITIONAL INFORMATION; AND THEY DID SO TO THEIR SATISFACTION. A maximum of 61,000,000 shares may be sold on a delayed basis under Rule 415 under the Securities Act of 1933, as amended. The Price to Public only shows the Shares and warrants for common stock that will be offered to the public; 8,000,000 of the total Shares will be set aside for employees stock options and 31,000,000 shares will be set aside for warrants to be give to each of the shareholders of record as of June 30, 1999. In addition, 1,800,000 of the shares are being sold by selling shareholders of the Company: Ranco Plasticos, a Costa Rica corporation, and Menhur Azul, S.A., a Costa Rica corporation. The offering will remain open until the last date that the warrants can be exercised, which is June 30, 2002. (2) No commissions will be paid in connection with the sale of the Shares on this delayed basis. (3) The Net Proceeds to the Company is before the payment of certain expenses in connection with this offering. See "Use of Proceeds."TABLE OF CONTENTS

To: Jorjenzak who wrote (1602)	8/20/1999 4:09:00 PM
From: CIMA	Respond to of 18222

More from the SB2: Shares of the Company will be offered as a shelf registration under Securities and Exchange Commission Rule 415 at $0.19 per Share. See "Plan of Distribution." The offering will be primarily used for the following purposes (maximum amounts): (a) sales to the general public of the following: (i) 10,200,000 Shares; and (ii) 10,000,000 warrants (exercisable at $1.00 per Share from the effective date of this Registration Statement to December 31, 2001); (b) the issuance of one warrant to each shareholder of record of the Company as of June 30, 1999 (maximum of 31,000,000) (exercisable at $1.00 per Share from June 30, 2000 to June 30, 2002); (c) 5,000,000 options for Shares to be issued in the future to employees of the Company, exercisable at $0.50 per Share; (d) 3,000,000 options for Shares to be issued in the future to Thomas S. Hughes, President of the Company, exercisable at $0.50 per Share; and (e) 1,800,000 of restricted shares being sold by selling shareholders of the Company: Ranco Plasticos, a Costa Rica corporation, and Menhur Azul, S.A., a Costa Rica corporation. See "Plan of Distribution." If all the Shares being offered to the public are sold, this will represent net proceeds of a maximum of $3,838,000, less certain costs associated with this offering. See "Use of Proceeds." This balance will be used as working capital for the Company. Liquidity of Investment.Although the Shares will be "free trading," and is an established market for the Shares, and there is a large public float in the Shares as of August 13, 1999 (60,523,775), these shares are owned by only 415 shareholders. Therefore, an investor may not be able to sell is Shares when he or she wishes; therefore, an investor may consider his or her investment to be long-term. See "Risk Factors."Risk Factors. And investment in the company involved risks due in part to a limited previous financial and operating history of Company, as well as competition in the internet gaming industry. Also, certain potential conflicts of interest arise due to the relationship of the Company to management and others. See "Risk Factors.