schemaVersion:

1-A: Filer Information

Issuer CIK
0001856416 
Issuer CCC
XXXXXXXX 
DOS File Number
 
Offering File Number
 
Is this a LIVE or TEST Filing? Radio button checked LIVE Radio button not checked TEST
Would you like a Return Copy? Checkbox checked
Notify via Filing Website only? Checkbox not checked
Since Last Filing? Checkbox not checked

Submission Contact Information

Name
 
Phone
 
E-Mail Address
 

1-A: Item 1. Issuer Information

Issuer Infomation

Exact name of issuer as specified in the issuer's charter

ECGI Holdings Inc. 

Jurisdiction of Incorporation / Organization

NEVADA  

Year of Incorporation

2005 

CIK

0001856416 

Primary Standard Industrial Classification Code

MEDICINAL CHEMICALS & BOTANICAL PRODUCTS 

I.R.S. Employer Identification Number

20-8051714 

Total number of full-time employees

1 

Total number of part-time employees

0 

Contact Infomation

Address of Principal Executive Offices

Address 1

626 Wilshire Blvd. 

Address 2

Suite 410 

City

Los Angeles 

State/Country

CALIFORNIA  

Mailing Zip/ Postal Code

90017 

Phone

323-968-2030 

Provide the following information for the person the Securities and Exchange Commission's staff should call in connection with any pre-qualification review of the offering statement.

Name

William Chung 

Address 1

 

Address 2

 

City

 

State/Country

 

Mailing Zip/ Postal Code

 

Phone

 

Provide up to two e-mail addresses to which the Securities and Exchange Commission's staff may send any comment letters relating to the offering statement. After qualification of the offering statement, such e-mail addresses are not required to remain active.

Financial Statements

Use the financial statements for the most recent period contained in this offering statement to provide the following information about the issuer. The following table does not include all of the line items from the financial statements. Long Term Debt would include notes payable, bonds, mortgages, and similar obligations. To determine "Total Revenues" for all companies selecting "Other" for their industry group, refer to Article 5-03(b)(1) of Regulation S-X. For companies selecting "Insurance", refer to Article 7-04 of Regulation S-X for calculation of "Total Revenues" and paragraphs 5 and 7 of Article 7-04 for "Costs and Expenses Applicable to Revenues".

Industry Group (select one) Radio button not checked Banking Radio button not checked Insurance Radio button checked Other

Balance Sheet Information

Cash and Cash Equivalents

$ 372.00 

Investment Securities
$ 0.00 
Total Investments

$  

Accounts and Notes Receivable

$ 0.00 

Loans

$  

Property, Plant and Equipment (PP&E):

$ 4479000.00 

Property and Equipment

$  

Total Assets

$ 4507741.00 

Accounts Payable and Accrued Liabilities

$ 23789.00 

Policy Liabilities and Accruals

$  

Deposits

$  

Long Term Debt

$ 826681.00 

Total Liabilities

$ 8215542.00 

Total Stockholders' Equity

$ 3707802.00 

Total Liabilities and Equity

$ 4507741.00 

Statement of Comprehensive Income Information

Total Revenues

$ 0.00 

Total Interest Income

$  

Costs and Expenses Applicable to Revenues

$ 688146.00 

Total Interest Expenses

$  

Depreciation and Amortization

$ 0.00 

Net Income

$ -729348.00 

Earnings Per Share - Basic

$ -0.01 

Earnings Per Share - Diluted

$ -0.01 

Name of Auditor (if any)

N/A 

Outstanding Securities

Common Equity

Name of Class (if any) Common Equity

Common Stock 

Common Equity Units Outstanding

21051574 

Common Equity CUSIP (if any):

26835R106 

Common Equity Units Name of Trading Center or Quotation Medium (if any)

OTC Markets 

Preferred Equity

Preferred Equity Name of Class (if any)

Series A Preferred 

Preferred Equity Units Outstanding

0 

Preferred Equity CUSIP (if any)

000000000 

Preferred Equity Name of Trading Center or Quotation Medium (if any)

NONE 

Debt Securities

Debt Securities Name of Class (if any)

Convertible Note 

Debt Securities Units Outstanding

785132 

Debt Securities CUSIP (if any):

000000000 

Debt Securities Name of Trading Center or Quotation Medium (if any)

NONE 

1-A: Item 2. Issuer Eligibility

Issuer Eligibility

Check this box to certify that all of the following statements are true for the issuer(s)

Checkbox checked

1-A: Item 3. Application of Rule 262

Application Rule 262

Check this box to certify that, as of the time of this filing, each person described in Rule 262 of Regulation A is either not disqualified under that rule or is disqualified but has received a waiver of such disqualification.

Checkbox checked

Check this box if "bad actor" disclosure under Rule 262(d) is provided in Part II of the offering statement.

Checkbox not checked

1-A: Item 4. Summary Information Regarding the Offering and Other Current or Proposed Offerings

Summary Infomation

Check the appropriate box to indicate whether you are conducting a Tier 1 or Tier 2 offering Radio button checked Tier1 Radio button not checked Tier2
Check the appropriate box to indicate whether the financial statements have been audited Radio button checked Unaudited Radio button not checked Audited
Types of Securities Offered in this Offering Statement (select all that apply)
Checkbox checkedEquity (common or preferred stock) 

The information called for by this item below may be omitted if undetermined at the time of filing or submission, except that if a price range has been included in the offering statement, the midpoint of that range must be used to respond. Please refer to Rule 251(a) for the definition of "aggregate offering price" or "aggregate sales" as used in this item. Please leave the field blank if undetermined at this time and include a zero if a particular item is not applicable to the offering.

Price per security
$ 0.2500 
The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer
$ 10000000.00 
The portion of the aggregate offering price attributable to securities being offered on behalf of selling securityholders
$ 750000.00 
The portion of the aggregate offering price attributable to all the securities of the issuer sold pursuant to a qualified offering statement within the 12 months before the qualification of this offering statement
$ 0.00 
The estimated portion of aggregate sales attributable to securities that may be sold pursuant to any other qualified offering statement concurrently with securities being sold under this offering statement
$ 0.00 
Total (the sum of the aggregate offering price and aggregate sales in the four preceding paragraphs)
$ 10750000.00 

Anticipated fees in connection with this offering and names of service providers

Underwriters - Name of Service Provider
N/A
Underwriters - Fees
$ 0.00 
Sales Commissions - Name of Service Provider
N/A
Sales Commissions - Fee
$ 0.00 
Finders' Fees - Name of Service Provider
N/A
Finders' Fees - Fees
$ 0.00 
Accounting or Audit - Name of Service Provider
N/A
Accounting or Audit - Fees
$ 0.00 
Legal - Name of Service Provider
Anthony L.G., PLLC
Legal - Fees
$ 42500.00 
Promoters - Name of Service Provider
N/A
Promoters - Fees
$ 0.00 
Blue Sky Compliance - Name of Service Provider
N/A
Blue Sky Compliance - Fees
$ 7500.00 
CRD Number of any broker or dealer listed:
0 
Estimated net proceeds to the issuer
$ 9950000.00 
Clarification of responses (if necessary)
(1) Bona fide estimate of $0.04 to $0.25 per share (Reg. A Rule 253(b)). (2) Assumed aggregate offering price based on a price of $0.25 per share, upper end of the price range (Reg. A 253(b)). (3) Estimated net proceeds to issuer is less expected costs.
 

1-A: Item 5. Jurisdictions in Which Securities are to be Offered

Jurisdictions in Which Securities are to be Offered

Using the list below, select the jurisdictions in which the issuer intends to offer the securities

Selected States and Jurisdictions

COLORADO
NEVADA
NEW YORK

Using the list below, select the jurisdictions in which the securities are to be offered by underwriters, dealers or sales persons or check the appropriate box

None Checkbox checked
Same as the jurisdictions in which the issuer intends to offer the securities Checkbox not checked
Selected States and Jurisdictions

1-A: Item 6. Unregistered Securities Issued or Sold Within One Year

Unregistered Securities Issued or Sold Within One Year

None Checkbox not checked

Unregistered Securities Issued

As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:

(a)Name of such issuer
ECGI Holdings Inc. 
(b)(1) Title of securities issued
Common Stock
 
(2) Total Amount of such securities issued
13000
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer.
0 
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof.
13,000 shares of Common Stock were issued on April 8, 2021 pursuant to a Director Agreement with Deepak Panjwani in consideration for his services to be performed thereunder.
 
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)).
The 13,000 share issuance has been recorded as stock compensation of $10,467 at fair value of $0.8051 per share on April 8, 2021.
 

Unregistered Securities Issued

As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:

(a)Name of such issuer
ECGI Holdings Inc. 
(b)(1) Title of securities issued
Common Stock
 
(2) Total Amount of such securities issued
142857
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer.
0 
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof.
142,857 shares of Common Stock were issued on January 1, 2021 pursuant to a Consulting Agreement with Benjamin Widjaja in consideration for his services to be performed thereunder.
 
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)).
The 142,857 share issuances have been recorded as stock compensation of $85,000 at fair value of $0.595 per share on May 31, 2021.
 

Unregistered Securities Issued

As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:

(a)Name of such issuer
ECGI Holdings Inc. 
(b)(1) Title of securities issued
Common Stock
 
(2) Total Amount of such securities issued
142857
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer.
0 
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof.
142,857 shares were issued on May 31, 2021 pursuant to a Consulting Agreement with Tony Thai in consideration for his services to be performed thereunder.
 
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)).
The 142,857 share issuance has been recorded as stock compensation of $85,000 at fair value of $0.595 per share on May 31, 2021.
 

Unregistered Securities Issued

As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:

(a)Name of such issuer
ECGI Holdings Inc. 
(b)(1) Title of securities issued
Common Stock
 
(2) Total Amount of such securities issued
1700000
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer.
0 
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof.
The shares were issued pursuant to a court approved Settlement Agreement.
 
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)).
 

Unregistered Securities Issued

As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:

(a)Name of such issuer
ECGI Holdings Inc. 
(b)(1) Title of securities issued
Common Stock
 
(2) Total Amount of such securities issued
1826393
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer.
0 
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof.
1,826,393 shares of were issued to a limited liability company controlled by our acting Chief Financial Officer on November 1, 2021 in exchange for entering into a consulting agreement with a term of one year.
 
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)).
The 1,826,393 share issuance has been recorded as non-employee stock compensation of $182,639 at fair value of $0.19 per share on November 1, 2021.
 

Unregistered Securities Act

(d) Indicate the section of the Securities Act or Commission rule or regulation relied upon for exemption from the registration requirements of such Act and state briefly the facts relied upon for such exemption
The issuances were made pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, except for the Settlement Agreement amount, which was pursuant to Section 3(a)(10), all for transactions by an issuer not involving any public offering.