Eye Cash Networks Inc – ‘S-8’ on 3/12/03

On:  Wednesday, 3/12/03, at 10:37am ET   ·   Effective:  3/12/03   ·   Accession #:  1050502-3-208   ·   File #:  333-103759

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            5     19K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           

S-8
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 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)

                                                        [Enlarge/Download Table]

                                             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.                                         

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   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.                                                                    

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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                                                    

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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                                               

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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                                  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		3/12/03
		3/11/03		4
		3/10/03		3
		2/26/03		1
		10/28/02		5
		4/19/02		4					10KSB
		1/10/02		1
		12/31/01		4					10KSB,  5,  NT 10-K
		12/4/01		2					S-8
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