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

To: SCOOBEY-DO who wrote (1605)	8/20/1999 4:25:00 PM
From: CIMA	Read Replies (3) \| Respond to of 18222

The offering price of the Shares bears no relation to book value, assets, earnings, and was calculated in accordance with SEC Rule 457(c): The average of the bid and asked price as of a date within five business days from the filing date of the Registration Statement covering this offering August 18, 1999 ($0.19). There can be no assurance that the Shares will maintain market values commensurate with the offering price. See "Determination of Offering Price."Dilution of Share Value. Assuming the sale of all Shares offered to the public hereby (20,200,000), the net tangible book value of the Shares would then be $0.0202 per Share compared to the effective offering price of $0.19 per common share (based on the number of shares issued and outstanding as of June 30, 1999 plus all of the shares being offered in this offering). Accordingly, persons purchasing Shares in this Offering would then suffer $0.1696 dilution to the net tangible book value of their shares. "Shelf" OfferingThe Shares are offered directly by the Company on a delayed basis pursuant to certain exercise rights of warrants and conversion rights of debentures. No individual, firm or corporation has agreed to elect such exercise or conversion of any of the offered Shares. No assurance can be given that any or all of the Shares will be issued. No broker-dealer has been retained as an underwriter and no broker-dealer is under any obligation to purchase any of the Shares. In addition, the officers and directors of the Company, collectively, have limited experience in the offer and sale of securities on behalf of the Company. See "Plan of Distribution."