ECONNECT has filed a Form S-8 with the United States Securities and Exchange
Commission.
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U.S. SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
eConnect
(Exact name of registrant as specified in its charter)
Nevada
43-1239043 (State of Incorporation)
(I.R.S. Employer ID No.) 2500 Via Cabrillo Marina, Suite 112,
San Pedro, California 90731
(Address of
Principal Executive Offices)
(Zip Code)
Retainer Stock Plan for Non-
Employee Directors and Consultants
(Full title of the Plan)
Shawn F. Hackman, Esq., 3360 West Sahara Avenue,
Suite 200, Las Vegas, Nevada 89102(Name and address of agent for service)
(702) 732-2253
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEETitle of Securities to be RegisteredAmount to be
RegisteredProposed Maximum Offering Price Per Share (1)Proposed Aggregate
Offering PriceAmount of Registration Fee Common Stock1,083,000$0.01$10,830$3.01
(1) The Offering Price is used solely for purposes
of estimating the registration fee pursuant to
Rules 457(c) and 457(h) promulgated pursuant to
the Securities Act of 1933. The Offering Price
per Share is established pursuant to a Retainer
Stock Plan for Non-Employee Directors and
Consultants, set forth in Exhibit 4.1 to this Form
S-8 (see Exhibit Index on page 5).Part I
Information Required in the Section 10(a) ProspectusItem 1. Plan Information.
DESCRIPTION: RETAINER STOCK PLAN FOR NON-EMPLOYEE DIRECTORS AND CONSULTANTS
eCONNECTRETAINER STOCK PLAN FOR NON-EMPLOYEE DIRECTORS AND CONSULTANTS
1. Introduction.This plan shall be known as the "eConnect Retainer
Stock Plan For Non-Employee Directors and
Consultants" is hereinafter referred to as the
"Plan". The purposes of the Plan are to enable
eConnect, a Nevada corporation ("Company"), to
promote the interests of the Company and its
shareholders by attracting and retaining non-
employee Directors and Consultants capable of
furthering the future success of the Company and
by aligning their economic interests more closely
with those of the Company's shareholders, by
paying their retainer or fees in the form of
shares of the Company's common stock, par value
one tenth of one cent ($0.001) per share ("Common Stock").2.
SEQUENCE: 3 DESCRIPTION: CONSULTING CONTRACT (ROBERT BRAGG)
CONSULTING CONTRACTWhereas, Thomas Hughes, on behalf of eConnect
(hereinafter "Company") wishes to contract Robert
Bragg (hereinafter "Consultant") as a consultant
at an hourly rate of $100.00 per hour.
Whereas, Consultant shall endeavor to, on a best
efforts basis, advise, direct and implement
potential European strategic alliances on behalf
of the Company. Consultant will dedicate at least
375 hours of time on behalf of Company.
Consultant is not a registered Broker/Dealer and
will not and cannot directly solicit for
commissions the buying or selling of Company securities.
Company agrees that all expenses, including but
not limited to printing, copies, and mailings,
directly incurred in the course of any of the
aforementioned criteria, will be reimbursed to
Consultant upon presentation of supportive documents.
Company does agree to pay Consultant, two hundred-
fifty thousand (250,000) "free-trading" shares of
eConnect stock, priced at $0.01 per share for
services performed by Consultant. The stock shall
be sent directly to Consultant at 5320 North Drive, Phoenix, Arizona 85015.
Company acknowledges that Consultant may be
required to split any and all stock issued as a
result of this Consulting Contract with others
Company acknowledges that the failure to issue the
stock at closing shall irreparably injure
Consultant. Company agrees that in addition to any
legal remedies to which Consultant may be
entitled, Consultant shall, in addition thereto,
be entitled to the equitable remedy of injunction,
enjoining the conclusion of the transaction or
mandatory injunction requiring the payment of all stocks.
All shares of stock to be received by Consultant
hereby are freely assignable. The obligations and
benefits to Company shall inure to the benefit of
and be binding on the Officers and Directors of
the surviving company to the extent said surviving
entity is required by law or equity to take on the
responsibility and contractual obligations of
Company as a result of the merger/acquisition,
transaction or event as it may be.
Now then, whereas Company, its Board of Directors
and/or Officers have agreed to the terms and
conditions set forth above, both parties do hereby enter into this contract,
eConnectBy: /s/ Thomas S. Hughes Date: August 19, 1999
Thomas S. Hughes, Chairmanand Chief Executive Officer
/s/ Robert Bragg Date: August 19, 1999
Robert Bragg TYPE: EX-4.3 SEQUENCE: 4
DESCRIPTION: CONSULTING AGREEMENT (DOMINIQUE EINHORN)CONSULTANT AGREEMENT
Date. August 9, 1999Suite Power Inc. PowerClick Nevada)
To: eConnect Inc. (OTC:BB: ECNC)Re: eConnect Internet Auction Development
and On line Mark ting Campaign.Attn. Tom Hughes:
This letter is to serve as announcement of
PowerClick's intent and agreement to enter into a
business arrangement with the company eConnect
regarding the providing to eConnect various
Internet and eCommerce related Services listed as follows:
PowerClick has agreed to create design, build,
maintain, and promote an Internet Auction site for eConnect.
1. PowerClick promises to create and build a
highly interactive auction site at the Internet
web address www.eConnectAuctions.com and
www.eConnectAuction.com both pointing to the same site.
2. PowerClick promises, to maintain this auction
site by hosting this eBussiness and providing 24-
hour technical support customer service,
technology upgrades and going service and maintenance
3. PowerClick ahs agreed to promote this Auction
site by driving Internet traffic to this destination
4. PowerClick his agreed to promote the
eSportsbet subsidiary by driving traffic to this site.
5, PowerClick has agreed to design, maintain and
promote the company profile/investor /relation site of eConnect.
All relative and pertinent information regarding
eConnect including, but not limited to, Company
profile, press releases, contact names and request
for information will be hosted and maintained by
PowerClick. Included, PowerClick promises to
provide Intenet traffic to this eConnect investor site.
This agreement is subject to the following financial terms and coditions:
I. eConnect Auction design and build-out: $60,000.00.
Includes custom graphical inteface database
management, integration on server domain name service, etc.
II. Monthly hosting, maintenance and service:
$5,000 per month x 6 months = $30,000.Includes product sourcing, deve1opment of
strategic relationships with other web sites, web site
updates, upload of product listings with complete browser based reporting.
III. Traffic direction to eConnect Auction site:
300,000 clicks @ $0.10 click = $30,000.
Monthly, PowerClick will bill a flat $0.10 per for
traffic beyond 300,000 clicks.Powerclick will build, track and report web
traffic to eSportBet,IV. Traffic direction to eSportBet: 50,000
clicks @ $0.10 = $5,000.Monthly, Powerlick will bill a flat $0.10 per for
traffic beyond 50,000 clicks.PowerClick will build, track and report Web
traffic to to eSportBet.V. Design, build and host eConnect Investor Site:
No Charge.I million Clicks over 6 months: 1,000,000 clicks @ $0.025 = $25.000.
Powerclick will build a complete Investor
Relations web site for eConnect, direct traffic to,
host and maintain the IR web site and give full reporting to eConnect.
VI. Provision of applicable domain names starting
with www.eConnenctAuction.com: No charge.
The Total package for the above listed items and services is equal to $185,000.
Payment:Payment is requested as follows:
250,000 free trading shares of eConnnect,
purchased at $0.01 per share. This amount of
shares is equal to $92,000 at the average previous
60 day trading average of $0.35 per share.
This mutual hedge will both protect eConnect in
that PowerClick will continue to have a strong
vested interest to continue to perform and provide
any and all necessary service that will benefit
eConnect. This collateral will also serve to
protect PowerClick in the event that a situation
may occur, not involving the PowerClick/eConnect
relationship that will hamper the eConnect common stock price.
This contact will be considered invalid within 5
business days from above date, unless duplicate
signed copies of this agreement are received as
signed confirmation of this mutual arrangement.
It is mutually agreed and understood that should
!he project assigned to PowerClick by eConnect be
terminated for any valid reason, by either party
before completion compensation will be prorated
according to the portion of the preprartion completed.
When PowerClick receives this signed letter of
intent and agreement, PowerClick wiJI consider it
binding and PowerClick will commence work on the
agreed upon project outlined above and in the time frame outlined herein.
Both signed parties should keep this signed
contract on file in the event there is a problem in the future.
Please note that there is a 30 day written
notification cancellation clause in this contract.
We await a prompt response and look forward to a
long and prosperous personal and business relationship.eConnect
By: /s/ Thomas S. Hughes Date: August 9, 1999
Thomas S. Hughes, Chairmanand Chief Executive OfficerPowerclick
By: /s/ Dominique Einhorn Date: August 9, 1999
Dominique Einhorn, President TYPE: EX-4.4 SEQUENCE: 5
DESCRIPTION: CONSULTANT AGREEMENT (RICHARD EPSTEIN)CONSULTANT AGREEMENT
This Agreement states that eConnect, a Nevada
corporation ("Company"), is employing the services
of Richard Epstein to consult and advise the Company in the following areas:
1. Strategic alliances.2. International partnerships.
3. Manufacturing contacts.The hourly rate charged by Mr. Epstein is $100.00
per hour. Mr. Epstein has elected to paid in
consultant stock rather than cash. The Board of
Directors of the Company has agreed to issued Mr.
Epstein 250,000 shares of Company free trading stock under Form S-8.eConnect
By: /s/ Thomas S. Hughes Date: August 16, 1999
Thomas S. Hughes, Chairmanand Chief Executive Officer
/s/ Richard Epstein Date: August 16, 1999
Richard Epstein TYPE: EX-4.5 SEQUENCE: 6
DESCRIPTION: CONSULTANT AGREEMENT (JANE HAUSER)CONSULTANT AGREEMENT
This Agreement states that eConnect, a Nevada
corporation ("Company"), is employing the services
of Jane Hauser to consult and advise the Company in the following areas:
European contacts.The hourly rate charged by Ms. Hauser is $100.00
per hour. Ms. Hauser has elected to paid in
consultant stock rather than cash. The Board of
Directors of the Company has agreed to issue Ms.
Hauser 333,000 shares of Company free trading stock under Form S-8.eConnect
By: /s/ Thomas S. Hughes Date: August 16, 1999
Thomas S. Hughes, Chairmanand Chief Executive Officer
/s/ Jane Hauser Date: August 16, 1999
Jane Hauser Law Offices ofShawn F. Hackman, a P.C.
3360 West Sahara Avenue, Suite 200Las Vegas, Nevada 89102August 27 1999
U.S. Securities and Exchange CommissionDivision of Corporation Finance
450 Fifth Street, N.W.Washington, D.C. 20549Re: eConnect - Form S-8
Dear Sir/Madame:We have acted as counsel to eConnect, a Nevada
corporation ("Company"), formerly known as
Betting, Inc., in connection with its Registration
Statement on Form S-8 relating to the registration
of 1,083,000 shares of its common stock
("Shares"), $0.001 par value per Share. The
Shares are issuable pursuant to the Company's
Retainer Stock Plan for Non-Employee Directors and Consultants ("Plan").
In our representation we have examined such
documents, corporate records, and other
instruments as we have deemed necessary or
appropriate for purposes of this opinion,
including, but not limited to, the Articles of
Incorporation, and all amendments thereto, and Bylaws of the Company.
Based upon the foregoing, it is our 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
in accordance with the terms of the Plan, will be
validly issued, fully paid, and non-assessable.
We hereby consent to the use of this opinion as an
exhibit to the Registration Statement.Sincerely, /s/ Shawn F. Hackman
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