ECOPLUS INC seeks $2M Regulation A offering at $0.01

Rhea-AI Filing Summary

ECOPLUS INC (ECPL) is seeking to raise up to $2,000,000 in a primary offering under Regulation A by selling 200,000,000 securities at $0.01 per security, with all of the aggregate offering price attributable to the issuer and estimated net proceeds of $1,975,000 after offering expenses.

The company reports total assets of $3,069,035, total liabilities of $562,189 and stockholders’ equity of $2,506,846. For the period presented, it generated total revenues of $107,844 and incurred a net loss of $94,042. Outstanding securities include 29,230,174 common shares, 1 Series A preferred share, 49,000,298 Series B preferred units and 10,000,000 Series C debt units. Within the past year, ECOPLUS INC issued common, Series A preferred and Series B preferred securities as officer/director compensation for services rendered.

Filing Explained

The proposed 200 million-security offering could dilute existing holders if issued, but this filing does not establish that issuance occurred.

The offering table lists $2,000,000 of proposed securities against 29,230,174 common securities outstanding; it establishes issuance capacity, not a completed sale.

Issuing additional shares would increase the total share count and reduce existing holders’ percentage ownership absent offsetting changes, so dilution is a potential consequence rather than a completed one here.

Separately, ECOPLUS reports that within the prior year it issued 2,392,344 common securities, 1 Series A preferred security, and 48,999,990 Series B preferred securities as officer/director compensation for services rendered.

Key Figures

Aggregate offering price: $2,000,000 Price per security: $0.01 Estimated net proceeds: $1,975,000 +5 more

8 metrics

Aggregate offering price $2,000,000 Primary Regulation A offering of 200,000,000 securities at $0.01 each

Price per security $0.01 Regulation A offering price per security

Estimated net proceeds $1,975,000 Net proceeds to issuer after offering-related fees

Total assets $3,069,035 Balance sheet total assets

Total liabilities $562,189 Balance sheet total liabilities

Stockholders’ equity $2,506,846 Total stockholders’ equity reported

Total revenues $107,844 Revenues for the period presented

Net income (loss) -$94,042 Net loss for the period presented

Key Terms

Regulation A, aggregate offering price, Tier 1, Tier 2, +2 more

6 terms

Regulation A regulatory

"Form 1-A Regulation A offering statement under the Securities Act"

Regulation A is a U.S. securities rule that lets smaller or growing companies offer shares to the public with simpler paperwork and lower costs than a full stock market listing, acting as a middle ground between private fundraising and a traditional public offering. For investors it matters because it opens access to early-stage opportunities that would otherwise be private, but these offerings can carry higher risk and different disclosure standards than large, fully listed companies.

aggregate offering price financial

"definition of "aggregate offering price" or "aggregate sales" as used"

The aggregate offering price is the total dollar amount that will be raised if all the securities in an offering are sold at the stated offering price, before fees or expenses are taken out. Investors use it to gauge the size of the fundraising and its potential effects—such as how much cash the company will get and how much existing ownership might be reduced—similar to totaling every item’s price in a shopping cart to see the full bill.

Tier 1 regulatory

"Check the appropriate box to indicate whether you are conducting a Tier 1"

Tier 2 regulatory

"Check the appropriate box to indicate whether you are conducting a Tier 1 or Tier 2"

Tier 2 refers to a class of supplementary regulatory capital that financial firms hold in addition to their core, highest-quality capital. It acts like a secondary cushion that can absorb losses in bad times but is considered lower quality than primary capital because it may be repaid later or only used after stronger buffers are gone. Investors care because the size and mix of tier 2 capital affect a firm’s resilience, borrowing costs and perceived risk—similar to having a second savings account that offers extra protection but is less reliable than your emergency fund.

unregistered securities regulatory

"Unregistered Securities Issued or Sold Within One Year"

OTC Markets market

"Common Equity Units Name of Trading Center or Quotation Medium (if any) | OTC Markets"

Over-the-counter (OTC) markets are trading venues where buyers and sellers deal directly through dealers or electronic networks instead of on a formal exchange; think of a neighborhood flea market versus a supermarket. They matter to investors because OTC-listed stocks often represent smaller or international companies with fewer reporting requirements, which can mean lower liquidity, wider price swings and higher risk but sometimes earlier access to growth opportunities.

Offering Details

shelf

Offering

Offering Type shelf

Price Range $0.01 per security

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is ECPL (ECOPLUS INC) raising through this Regulation A offering?

ECOPLUS INC is offering 200,000,000 securities at $0.01 each, targeting an aggregate offering price of $2,000,000, all on behalf of the issuer, with estimated net proceeds of $1,975,000 after offering-related fees.

What are ECPL’s key balance sheet figures in this Form 1-A/A?

ECOPLUS INC reports total assets of $3,069,035, total liabilities of $562,189, and total stockholders’ equity of $2,506,846, with cash and cash equivalents of $56,740 as part of its asset base.

Is ECPL currently profitable according to this 1-A/A disclosure?

No. ECOPLUS INC reports total revenues of $107,844, costs and expenses of $133,352, and a resulting net loss of $94,042 for the period presented, with both basic and diluted earnings per share shown as $0.00.

How many ECPL securities are currently outstanding by class?

ECOPLUS INC has 29,230,174 common equity units outstanding, 1 Series A preferred equity unit, 49,000,298 Series B preferred equity units, and 10,000,000 Series C debt securities units outstanding.

What recent unregistered securities has ECPL issued within one year?

Within one year, ECOPLUS INC issued 2,392,344 common shares, 1 Series A preferred security, and 48,999,990 Series B preferred securities, all as officer/director compensation for services rendered, with no amounts sold by insiders listed.

On which market are ECPL common shares quoted?

ECOPLUS INC’s common equity units are quoted on OTC Markets, as indicated in the outstanding securities section describing the trading center or quotation medium.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/15/2026 - 05:10 PM Accepted by SEC EDGAR 09/15/2026 - 05:02 PM Learn about SEC filing dates

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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
FORM 1-A		OMB Number: 3235-0286 Estimated average burden hours per response: 608.0

1-A: Filer Information

Issuer CIK	0001356914
Issuer CCC	XXXXXXXX
DOS File Number
Offering File Number	024-12470
Is this a LIVE or TEST Filing?	LIVE TEST
Would you like a Return Copy?
Notify via Filing Website only?
Since Last Filing?

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	ECOPLUS INC
Jurisdiction of Incorporation / Organization	WYOMING
Year of Incorporation	2005
CIK	0001356914
Primary Standard Industrial Classification Code	SERVICES-HEALTH SERVICES
I.R.S. Employer Identification Number	00-0000000
Total number of full-time employees	2
Total number of part-time employees	2

Contact Infomation

Address of Principal Executive Offices

Address 1	120 WASHINGTON STREET
Address 2	STE 202
City	SALEM
State/Country	MASSACHUSETTS
Mailing Zip/ Postal Code	01970
Phone	855-955-3275

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	Milan Saha
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) Banking Insurance Other

Balance Sheet Information

Cash and Cash Equivalents	$ 56740.00
Investment Securities	$ 0.00
Total Investments	$
Accounts and Notes Receivable	$ 0.00
Loans	$
Property, Plant and Equipment (PP&E):	$ 0.00
Property and Equipment	$
Total Assets	$ 3069035.00
Accounts Payable and Accrued Liabilities	$ 0.00
Policy Liabilities and Accruals	$
Deposits	$
Long Term Debt	$ 0.00
Total Liabilities	$ 562189.00
Total Stockholders' Equity	$ 2506846.00
Total Liabilities and Equity	$ 3069035.00

Statement of Comprehensive Income Information

Total Revenues	$ 107844.00
Total Interest Income	$
Costs and Expenses Applicable to Revenues	$ 133352.00
Total Interest Expenses	$
Depreciation and Amortization	$ 0.00
Net Income	$ -94042.00
Earnings Per Share - Basic	$ 0.00
Earnings Per Share - Diluted	$ 0.00

Name of Auditor (if any)

Outstanding Securities

Common Equity

Name of Class (if any) Common Equity	Common
Common Equity Units Outstanding	29230174
Common Equity CUSIP (if any):	279160105
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 Equity Units Outstanding	1
Preferred Equity CUSIP (if any)	na
Preferred Equity Name of Trading Center or Quotation Medium (if any)	na

Preferred Equity

Preferred Equity Name of Class (if any)	Series B
Preferred Equity Units Outstanding	49000298
Preferred Equity CUSIP (if any)	na
Preferred Equity Name of Trading Center or Quotation Medium (if any)	na

Debt Securities

Debt Securities Name of Class (if any)	Series C
Debt Securities Units Outstanding	10000000
Debt Securities CUSIP (if any):	na
Debt Securities Name of Trading Center or Quotation Medium (if any)	na

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)

• Organized under the laws of the United States or Canada, or any State, Province, Territory or possession thereof, or the District of Columbia.
• Principal place of business is in the United States or Canada.
• Not subject to section 13 or 15(d) of the Securities Exchange Act of 1934.
• Not a development stage company that either (a) has no specific business plan or purpose, or (b) has indicated that its business plan is to merge with an unidentified company or companies.
• Not an investment company registered or required to be registered under the Investment Company Act of 1940.
• Not issuing fractional undivided interests in oil or gas rights, or a similar interest in other mineral rights.
• Not issuing asset-backed securities as defined in Item 1101 (c) of Regulation AB.
• Not, and has not been, subject to any order of the Commission entered pursuant to Section 12(j) of the Exchange Act (15 U.S.C. 78l(j)) within five years before the filing of this offering statement.
• Has filed with the Commission all the reports it was required to file, if any, pursuant to Rule 257 during the two years immediately before the filing of the offering statement (or for such shorter period that the issuer was required to file such reports).

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.

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

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	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	200000000
Number of securities of that class outstanding	29230174

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	$ 0.0100
The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer	$ 2000000.00
The portion of the aggregate offering price attributable to securities being offered on behalf of selling securityholders	$ 0.00
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)	$ 2000000.00

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

Underwriters - Name of Service Provider		Underwriters - Fees	$
Sales Commissions - Name of Service Provider		Sales Commissions - Fee	$
Finders' Fees - Name of Service Provider		Finders' Fees - Fees	$
Accounting or Audit - Name of Service Provider		Accounting or Audit - Fees	$
Legal - Name of Service Provider	The Milan Group	Legal - Fees	$ 15000.00
Promoters - Name of Service Provider		Promoters - Fees	$
Blue Sky Compliance - Name of Service Provider	Various	Blue Sky Compliance - Fees	$ 10000.00
CRD Number of any broker or dealer listed:

Estimated net proceeds to the issuer	$ 1975000.00
Clarification of responses (if necessary)

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 ALABAMA ALASKA ARIZONA ARKANSAS CALIFORNIA COLORADO CONNECTICUT DELAWARE DISTRICT OF COLUMBIA FLORIDA GEORGIA HAWAII IDAHO ILLINOIS INDIANA IOWA KANSAS KENTUCKY LOUISIANA MAINE MARYLAND MASSACHUSETTS MICHIGAN MINNESOTA MISSISSIPPI MISSOURI MONTANA NEBRASKA NEVADA NEW HAMPSHIRE NEW JERSEY NEW MEXICO NEW YORK NORTH CAROLINA NORTH DAKOTA OHIO OKLAHOMA OREGON PENNSYLVANIA PUERTO RICO RHODE ISLAND SOUTH CAROLINA SOUTH DAKOTA TENNESSEE TEXAS UTAH VERMONT VIRGINIA WASHINGTON WEST VIRGINIA WISCONSIN WYOMING ALBERTA, CANADA BRITISH COLUMBIA, CANADA MANITOBA, CANADA NEW BRUNSWICK, CANADA NEWFOUNDLAND, CANADA NOVA SCOTIA, CANADA ONTARIO, CANADA PRINCE EDWARD ISLAND, CANADA QUEBEC, CANADA SASKATCHEWAN, CANADA YUKON, CANADA CANADA (FEDERAL LEVEL)

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

Same as the jurisdictions in which the issuer intends to offer the securities

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

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	EcoPlus, Inc.
(b)(1) Title of securities issued	Common
(2) Total Amount of such securities issued	2392344
(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.	Officer/Director Compensation for Services Rendered
(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	EcoPlus, Inc.
(b)(1) Title of securities issued	Series A Preferred
(2) Total Amount of such securities issued	1
(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.	Officer/Director Compensation for Services Rendered
(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	EcoPlus, Inc.
(b)(1) Title of securities issued	Series B Preferred
(2) Total Amount of such securities issued	48999990
(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.	Officer/Director Compensation for Services Rendered
(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 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 Section 4(a)(2)