ECONNECT has filed a Form SB-2/A with the United States Securities and
Exchange Commission.
Click on the following hyperlink to view this filing:
freeedgar.com
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
eCONNECT
(Name of Small Business Issuer in its charter)
Nevada 454390 43-1239043
(State or jurisdiction of Primary IRS Employer
of incorporation or Standard Identification
organization) Industrial No.
Classification Code Number
31310 Eaglehaven Center, Suite 10, Rancho Palos
Verdes, California 90275; (310) 541-4393
(Address and telephone number of Registrant's
principal executive offices and principal place of business)
Shawn F. Hackman, Esq., 3360 West Sahara Avenue,
Suite 200, Las Vegas, Nevada 89102; (702) 732-2253
(Name, address, and telephone number of agent for service)
Approximate date of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b)
under the Securities Act, please check the following
box and list the Securities Act registration number of
the earlier effective registration statement for the same offering.
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check
the following box and list the Securities Act registration
statement number of the earlier effective registration
statement for the same offering.
If this Form is a post-effective amendment filed
pursuant to Rule 462(d) under the Securities Act, check
the following box and list the Securities Act registration
statement number of the earlier effective registration
statement for the same offering.
If the delivery of the prospectus is expected to be made
pursuant to Rule 434, check the following box.
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Amount of
each class registered maximum maximum registration
of (1) offering aggregate fee
securities price per offering
to be unit (2) price Common
Stock 61,000,000 $0.19 $11,590,000 $3,222.02
The registrant hereby amends this registration
statement on such date or dates as may be necessary
to delay its effective date until the registrant
shall file a further amendment which specifically
states that this registration statement shall
thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until
the registration statement shall become effective on
such date as the Commission, acting pursuant to said
Section 8(a), may determine.
(1) Pursuant to Rule 416, such additional amounts to
prevent dilution from stock splits or similar transactions.
(2) Calculated in accordance with Rule 457(c): The
average of the bid and asked price as of August 18, 1999.
PART I. INFORMATION REQUIRED IN PROSPCTUSPROSPECTUSeCONNECT61,000,000 Shares *
Common StockOffering Price $0.19 per Share
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).
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
Price to Underwriting Proceeds to
Public Discounts & Issuer (3)
Commissions
Per Share $0.19 $0 $0.19
Total Maximum $20,200,000 $0 $3,838,000
Information contained herein is subject to completion
or amendment. The registration statement relating to
the securities has been filed with the Securities and
Exchange Commission. The securities may not be sold
nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This
prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there
be any sale of these securities in any State in which
such offer, solicitation or sale would be unlawful
prior to registration or qualification under the
securities laws of any such State.
Subject to Completion, Dated ________________, 1999
*Pursuant to SEC Rule 416, there will be a change in
the amount of securities being issued to prevent
dilution resulting from stock splits, stock dividends, or similar transaction.
THE SHARES ARE OFFERED BY THE COMPANY SUBJECT TO PRIOR
SALE, ACCEPTANCE OF THE SUBSCRIPTIONS BY THE COMPANY
AND APPROVAL OF CERTAIN LEGAL MATTERS BY COUNSEL TO THE COMPANY.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OPEN OFFER TO BUY INTO SECURITIES
OFFERED HEREBY A STATE IN WHICH, OR TO A PERSON TRUE,
IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGEIN THE
INFORMATION CONTAINED HEREIN SUBSEQUENT TO THE DATE
THEREOF. HOWEVER, IF A MATERIAL CHANGE OCCURS, THIS
prospectus WILL BE AMENDED OR SUPPLEMENTED
ACCORDINGLY FOR ALL EXISTING SHAREHOLDERS, AND FOR
ALL PROSPECTIVE INVESTORS WHO HAVE NOT YET BEEN
ACCEPTED AS SHAREHOLDERS IN THE COMPANY.
THIS PROSPECTUS DOES NOT INTENTIONALLY OMIT ANY
MATERIAL FACT OR CONTAIN ANY UNTRUE STATEMENT OF
MATERIAL FACT. NO PERSON OR ENTITY HAS BEEN
AUTHORIZED BY THE COMPANY TO GIVE ANY INFORMATION OR
MAKE A REPRESENTATION, WARRANTY, COVENANT, OR
AGREEMENT WHICH IS NOT EXPRESSLY PROVIDED FOR OR
CONTAINED IN THIS PROSPECTUS; IF GIVEN OR MADE, SUCH
INFORMATION, REPRESENTATION, WARRANTY, COVENANT, OR
AGREEMENT MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.
THE COMPANY IS A REPORTING COMPANY. EACH PERSON WHO
RECEIVES A PROPSECTUS WILL HAVE AN OPPORTUNITY TO
MEET WITH REPRESENTATIVES OF THE COMPANY, DURING
NORMAL BUSINESS HOURS UPON WRITTEN OR ORAL REQUEST TO
THE COMPANY, IN ORDER TO VERIFY ANY OF THE
INFORMATION INCLUDED IN THIS PROSPECTUS AND TO OBTAIN
ADDITIONAL INFORMATION REGARDING THE COMPANY. IN
ADDITION, EACH SUCH PERSON WILL BE PROVIDED WITHOUT
CHARGE, UPON WRITTEN OR ORAL REQUEST, A COPY OF ANY
OF THE INFORMATION THAT IS INCORPORATED BY REFERENCE
IN THE PROSPECTUS AND THE ADDRESS (INCLUDING TITLE OR
DEPARTMENT) AND TELEPHONE NUMBER TO WHICH SUCH REQUEST IS TO BE DIRECTED.
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.
(1) 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
PROSPECTUS SUMMARY 1
RISK FACTORS 3
USE OF PROCEEDS 10
DETERMINATION OF OFFERING PRICE 10
DILUTION 11
PLAN OF DISTRIBUTION 12
LEGAL PROCEEDINGS 13
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS 14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT 15
DESCRIPTION OF SECURITIES 16
INTEREST OF NAMED EXPERTS AND COUNSEL 17
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 17
ORGANIZATION WITHIN LAST FIVE YEARS 18
DESCRIPTION OF BUSINESS 18
PLAN OF OPERATION 30
DESCRIPTION OF PROPERTY 30
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 30
MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS 32
EXECUTIVE COMPENSATION 33
FINANCIAL STATEMENTS 34
CHANGES IN AND DISAGREEMENTS WITHACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE 34PROSPECTUS SUMMARY
The following summary is qualified in its entirety by
detailed information appearing elsewhere in this
prospectus ("Prospectus"). Each prospective investor
is urged to read this Prospectus, and the attached Exhibits, in their entirety.
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