| Form 1-A Issuer Information | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933 | OMB APPROVAL |
| OMB Number: 3235-0286 Estimated average burden hours per response: 608.0 |
| Issuer CIK | 0001856416 |
| Issuer CCC | XXXXXXXX |
| DOS File Number | |
| Offering File Number | 024-11885 |
| Is this a LIVE or TEST Filing? |  LIVE  TEST |
| Would you like a Return Copy? |  |
| Notify via Filing Website only? |  |
| Since Last Filing? | |
| Name | |
| Phone | |
| E-Mail Address |
| 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 |
| Address 1 | 626 Wilshire Blvd. |
| Address 2 | Suite 410 |
| City | Los Angeles |
| State/Country | CALIFORNIA |
| Mailing Zip/ Postal Code | 90017 |
| Phone | 323-968-2030 |
| Name | William Chung |
| Address 1 | |
| Address 2 | |
| City | |
| State/Country | |
| Mailing Zip/ Postal Code | |
| Phone |
| Industry Group (select one) | Banking Insurance Other |
| Cash and Cash Equivalents | $ 131849.00 |
| 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 | $ 4637134.00 |
| Accounts Payable and Accrued Liabilities | $ 23713.00 |
| Policy Liabilities and Accruals | $ |
| Deposits | $ |
| Long Term Debt | $ 804000.00 |
| Total Liabilities | $ 8348331.00 |
| Total Stockholders' Equity | $ 3711196.00 |
| Total Liabilities and Equity | $ 4637134.00 |
| Total Revenues | $ 0.00 |
| Total Interest Income | $ |
| Costs and Expenses Applicable to Revenues | $ 136517.00 |
| Total Interest Expenses | $ |
| Depreciation and Amortization | $ 0.00 |
| Net Income | $ -909026.00 |
| Earnings Per Share - Basic | $ -0.01 |
| Earnings Per Share - Diluted | $ -0.01 |
| Name of Auditor (if any) | N/A |
| 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 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 Name of Class (if any) | Convertible Note |
| Debt Securities Units Outstanding | 898258 |
| Debt Securities CUSIP (if any): | 000000000 |
| Debt Securities Name of Trading Center or Quotation Medium (if any) | NONE |
Check this box to certify that all of the following statements are true for the issuer(s)
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.
Check this box if "bad actor" disclosure under Rule 262(d) is provided in Part II of the offering statement.
| Check the appropriate box to indicate whether you are conducting a Tier 1 or Tier 2 offering | Tier1 Tier2 |
| Check the appropriate box to indicate whether the financial statements have been audited | Unaudited Audited |
| Types of Securities Offered in this Offering Statement (select all that apply) |
| Equity (common or preferred stock) |
| Does the issuer intend to offer the securities on a delayed or continuous basis pursuant to Rule 251(d)(3)? | Yes No |
| Does the issuer intend this offering to last more than one year? | Yes No |
| Does the issuer intend to price this offering after qualification pursuant to Rule 253(b)? | Yes No |
| Will the issuer be conducting a best efforts offering? | Yes No |
| Has the issuer used solicitation of interest communications in connection with the proposed offering? | Yes No |
| Does the proposed offering involve the resale of securities by affiliates of the issuer? | Yes No |
| Number of securities offered | 43000000 |
| Number of securities of that class outstanding | 21051574 |
| 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 |
| 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 | Anthony L.G., PLLC | 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. |
| Selected States and Jurisdictions | COLORADO NEVADA NEW YORK |
| None | |
| Same as the jurisdictions in which the issuer intends to offer the securities | |
| Selected States and Jurisdictions |
None
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. |
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. |
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. |
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)). |
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. |
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 | 203704 |
| (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)). |
| (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. |
