S-1

As filed with the Securities and Exchange Commission on June 23, 2021

 Commission File No. 333-255100

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

FORM S-1

Registration Statement under the Securities Act of 1933

ECRID, INC.

(Name of issuer in its charter)

Nevada	7323	27-3617248
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code)	(I.R.S. Employer Identification No.)

Ecrid, Inc.

1320 S Federal Hwy Suite 215

Stuart, FL 34994

(800) 380-9096

(Address and telephone number of principal executive offices)

Registered Agents, Inc.

401 Ryland Street, STE 200-A, Reno, NV 89502

(Name, address and phone number of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after the registration statement becomes effective. 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box [  ]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. 

Large Accelerated Filer	[  ]	Accelerated Filer	[  ]
Non-accelerated Filer	[  ]	Smaller reporting company	[x]
(Do not check if a smaller reporting company)		Emerging growth company	[  ]

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨

Calculation of registration fee

Title of Each Class Of Securities To Be Registered	Amount To Be Registered				Proposed Maximum Offering Price Per Share (1)	Proposed Maximum Aggregate Offering Price (1)		Amount of Registration Fee (1)
Common stock, $.0001 par value per share		50,000,000	$	.50		$	25,000,000	$	2,727.59

(1) Fee calculated in accordance with Rule 457(a) of the Securities Act of 1933. Proposed offering price used for calculating the registration fee.

(2) Includes 10,000,000 shares to be resold by certain selling shareholders. 

The registrant hereby amends this Registration Statement on the date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on the date as the Commission, acting pursuant to said Section 8(a), may determine. 

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The information in this prospectus is not complete and may be changed. The Registrant may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Preliminary Prospectus, Subject to completion June 23, 2021

ECRID, INC.

40,000,000 Shares of Common Stock by the Company

10,000,000 Shares of Common Stock by the Selling Shareholders 

Ecrid, Inc. (“Ecrid” or the “Company”) is offering a maximum of 40,000,000 shares of our common stock at $0.50 per share (the “Shares”), in a best effort, direct public offering, by our officer and director for the Company and the Company’s management. There is no minimum proceeds threshold for the offering. We are also registering 10,000,000 shares of Common Stock for certain selling shareholder (collectively, the “Selling Shareholders”). The Selling Shareholders acquired the shares of Common Stock in a Regulation 506(b) offering. The offering will terminate within 365 days from the date of this prospectus. The Company will retain all proceeds received from the shares sold on their account in this offering. The Company’s management will retain the proceeds for the shares sold by them. The Company has not made any arrangements to place the proceeds in an escrow or trust account. Any proceeds received in this offering may be immediately used by the Company in its sole discretion. There are no minimum purchase requirements for each investor. All proceeds retained by the Company may not be sufficient to continue operations.

The Company is not a blank check company because it has a specific business purpose and has no plans or intention to merge with an operating company. None of the Company's shareholders have plans to enter a change of control or change of management. None of our current management has previously been involved with a development stage company that did not implement its business plan, that generated no or minimal revenues or was engaged in a change of control. 

The Company currently trades on the OTC Pink as an Alternative Reporter. Following the effectiveness of the registration statement, of which this prospectus forms a part, we will be filing a Form 8A-12G so that we will become subject to Sections 13, 14, and 16 of the Exchange Act of 1934, as amended.

The shares being offered are highly speculative and they involve a high degree of risk and should be considered only by persons who can afford the loss of their entire investment. See "Risk Factors" beginning on page 8.

	Price to Public		Underwriting Discounts and Commissions (1)		Proceeds to Company (2)
Per Share	$	.50	$	0	$	.50
Total Maximum	25,000,000		$	0	$	20,000,000 (3)

(1) These shares in this offering will be sold exclusively by our officer and directors for no compensation. There are no underwriting commissions involved in this offering. 

(2) The proceeds to us are shown before deduction for legal, accounting, printing and other offering expenses estimated at $25,000.

(3) $5,000,000 is being offered by the Selling Shareholders. 

Ecrid will not use this offering prospectus before the effective date.

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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS
PROSPECTUS SUMMARY	6
RISK FACTORS	10
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	17
USE OF PROCEEDS	18
DETERMINATION OF OFFERING PRICE	20
THE SELLING SHAREHOLDERS	20
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES	23
PLAN OF DISTRIBUTION	25
BUSINESS	29

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MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS	32
DESCRIPTION OF PROPERTY	32
LEGAL PROCEEDINGS	32
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS	33
EXECUTIVE COMPENSATION	34
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	34
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	35
DESCRIPTION OF SECURITIES	35
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	37
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	37
EXPERTS	37
WHERE YOU CAN FIND MORE INFORMATION	38
FINANCIAL STATEMENTS	F-1

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You may only rely on the information contained in this prospectus or that we have referred you to. We have not authorized anyone to provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the common stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any common stock in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or that the information contained by reference to this prospectus is correct as of any time after its date. 

Until August 2, 2021, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.  

PROSPECTUS SUMMARY

The information presented is a brief overview of the key aspects of the offering. The prospectus summary contains a summary of information contained elsewhere in this prospectus. You should carefully read all information in the prospectus, including the financial statements and the notes to the financial statements under the Financial Statements section beginning on page 31 prior to making an investment decision. 

General Information about our Company 

Ecrid, Inc. ("Ecrid", or the "Company") was incorporated under the laws of the State of Florida on September 15, 2010. A new corporation was required to be formed in Nevada in February of 2017 due to the name change of Dpollution, Inc. to ECRID, Inc. Ecrid is a developmental stage corporation formed to provide products and services within the credit repair community. We provide an internet interactive software to allow consumers that need credit repair to track all the monthly payments they make and pay all their bills on-time. Once a consumer begins to use the Ecrid bill pay system, the system rewards them with an ECRID credit rating of up to 900 points. Each time the consumer does not pay a bill on-time, Ecrid subtracts points from the credit rating Ecrid assigns the consumer. Maintaining a high Ecrid score will enable the consumer lenders to buy a car, house or other payment related things.

Ecrid is currently an "emerging growth company" under the JOBS Act. A company loses its "emerging growth company" status on (i) the last day of the fiscal year during which it had total annual gross revenues of $1,000,000,000 or more; (ii) the last day of the fiscal year following the fifth anniversary of the date of its first sale of common equity securities pursuant to an effective registration statement under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (iii) the date on which it has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or (iv) the date on which it is deemed to be a 'large accelerated filer', as defined in section 240.12b- 2 of title 17, Code of Federal Regulations, or any successor thereto. As an "emerging growth company," Ecrid is exempt from certain obligations of the Exchange Act including those found in Section 14A(a) and (b) related to shareholder approval of executive compensation and golden parachute compensation. Furthermore, Section 103 of the JOBS Act provides that as an "emerging growth company", Ecrid is not required to comply with the requirement to provide an auditor's attestation of ICFR under Section 404(b) of the Sarbanes-Oxley Act for as long as Ecrid qualifies as an "emerging growth company." However, an "emerging growth company" is not exempt from the requirement to perform management's assessment of internal control over financial reporting. 

Our founder and sole officer and director, Cleveland Gary, who has education in Business Administration and over 25 years of work experience in business administration, currently handles all facets of the Company's operations, and our strategic development. 

Our independent registered public accountant has issued an audit opinion for Ecrid which includes a statement expressing substantial doubt as to our ability to continue as a going concern. If we are unable to obtain additional working capital our business may fail. We currently use approximately $5,000 per month in our operations. At this rate we estimate our present cash will fund Ecrid for the next 12 months. We require additional capital in order to

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continue and advance our business plan. Currently, we rely on the initial funding provided by our founder and sales of our products and services to meet the ongoing expenses of operating the business. We believe that we will need a minimum of $138,000 in capital, including the capital raised in this offering for the Company, in order to maintain our current and planned operations through the next twelve months. They are estimates only and derived from research and marketing data accumulated by our sole officer and director. We anticipate to $25,000 in offering expenses, $20,000 in SEC reporting and compliance, $5,500 in advertising and marketing, $4,000 in website design, $12,000 in operating and equipment, and $11,500 to maintain our general and administrative functions over the next twelve months. We intend to raise the capital through the sale of shares of our common stock and/or through the sale of our products and services. We cannot guarantee that we will be able to obtain the necessary capital.

We are a “Shell Company,” as defined in Rule 405 promulgated by the SEC under the Securities Act. A Shell Company is one that has no or nominal operations and either: (i) no or nominal assets; or (ii) assets consisting primarily of cash or cash equivalents. As a Shell Company, we are restricted in our use of Registrations on Form S-8 under the Securities Act; the lack of availability of the use of Rule 144 by security holders; and the lack of liquidity in our stock.

Form S-8

Shell companies are prohibited from using Form S-8 to register securities under the Securities Act. If a company ceases to be a Shell Company, it may use Form S-8 sixty calendar days, provided it has filed all reports and other materials required to be filed under the Exchange Act during the preceding 12 months (or for such shorter period that it has been required to file such reports and materials after the company files "Form 10 information," which is information that a company would be required to file in a registration statement on Form 10 if it were registering a class of securities under Section 12 of the Exchange Act. This information would normally be reported on a current report on Form 8-K reporting the completion of a transaction that caused the company to cease being a Shell Company.

Unavailability of Rule 144 for Resale

Rule 144(i) "Unavailability to Securities of Issuers With No or Nominal Operations and No or Nominal Non-Cash Assets" provides that Rule 144 is not available for the resale of securities initially issued by an issuer that is a Shell Company. We have identified our company as a Shell Company and, therefore, the holders of our securities may not rely on Rule 144 to have the restriction removed from their securities without registration or until the Company is no longer identified as a Shell Company and has filed all requisite periodic reports under the Exchange Act for the period of twelve (12) months.

As a result of our classification as a Shell Company, our investors, including investors in this offering, are not allowed to rely on the "safe harbor" provisions of Rule 144, promulgated pursuant to the Securities Act, so as not to be considered underwriters in connection with the sale of our securities until one year from the date that we cease to be a Shell Company. This will likely make it more difficult for us to attract additional capital through subsequent unregistered offerings because purchasers of securities in such unregistered offerings will not be able to resell their securities in reliance on Rule 144, a safe harbor on which holders of restricted securities usually rely to resell securities.

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The Terms of the Offering

Securities Being Offered	Up to 40,000,000 Shares of common stock by the Company and 10,000,000 are being offered by the Selling Shareholders
Minimum Securities Being Offered:	There is no minimum number of shares that need to be purchased for the Offering to be consummated.
Initial Offering Price:	We and the Selling Shareholders will sell our shares at a fixed price of $0.50 per share.  This price was determined arbitrarily by us.
Compensation:	No compensation will be paid to the officer and director in connection with the sale of the shares.
Termination of Offering:	The offering will conclude when all of the 40,000,000 shares of common stock have been sold by the Company and all 10,000,000 shares are sold by the Selling Shareholders or 365 days from the date of this prospectus, whichever occurs earlier.  We may decide to terminate the offering for no reason whatsoever at the discretion of our management team.
Risk Factors:	The securities offered hereby involve a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment.  See "Risk Factors".
Common Stock Issued And Outstanding Before Offering:	283,893,944 shares of our common stock are issued and outstanding as of the date of this Prospectus.
Common Stock Issued And Outstanding After Offering:	333,893,944 shares of common stock
Use of Proceeds:	We will use the proceeds from the sale of the common stock by the Company for general and administrative expenses, due diligence and general operating funds. We will not receive any proceeds from the sale of the common stock by the Selling Shareholders.

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Financial Summary

This financial summary does not contain all the financial information that may be important to you. Therefore, you should carefully read all the information in this prospectus, including the financial statements and their explanatory notes before making an investment decision. 

We derived the summary financial information from our financial statements appearing in the section in this prospectus entitled "Financial Statements." You should read this summary financial information in conjunction with the section entitled "Management's Discussion and Analysis," our financial statements and related notes to the financial statements. 

Statement of Operations Information:

As of March 31, 2020

	For the Year Ended
Revenues	$	0
Expenses	$	(52,234	)
Profit (Loss) before income taxes	$	(52,234	)
Provision for income taxes	$	0
Net loss	$	(52,234	)

Balance Sheet Information:

As of March 31, 2020

Total Assets	$	67,717
Total Liabilities	$	15,888
Common stock and paid in capital	$	59,829
Total stockholders' equity	$	67,717

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RISK FACTORS

An investment in our securities is highly speculative and subject to numerous and substantial risks. These risks are set forth below. You should not invest in the Company unless you can afford to lose your entire investment. Readers are encouraged to review these risks carefully before making any investment decision. 

Risks Relating to Ecrid, Inc. 

Our Officer and Director has No Previous Experience in the Management of a Company Providing Products and Services for Credit Industry 

Although Mr. Gary has over 25 years of work experience in business administration, he has no specific experience in establishing and managing a company engaged in the credit repair industry and related products and services for improving, reporting, and other issues in the credit industry. Our management may not be fully aware of the specific requirements related to running a company within this industry, and the Company will be relying heavily on the experience and business acumen of the President to establish an effective ongoing business strategy for our future operations. Our management's decisions and choices may not take into account standard procedures or managerial approaches production companies commonly use. Consequently, our operations, earnings, and ultimate financial success could suffer irreparable harm due to management's lack of experience in this field.

Concentration of Ownership in One Individual may allow such Shareholder to Control Ecrid’s Business

Cleveland Gary, President, owns eighty-seven percent (87%) interest of Ecrid. Following the offering, Mr. Gary will still hold a majority of the interest of Ecrid. As a result, this shareholder will be able to exercise control over virtually all matters requiring shareholder approval, including the election of directors and approval of significant corporation transactions. Thus, the individual who makes up the present management will be able to maintain his position as Director and President and effectively operate Ecrid’s business, regardless of other investors’ preferences.

Uncertainty as a Going Concern

Our future existence remains uncertain and the report of our independent auditors on our financial statements for the year ended March 31, 2020 includes an explanatory paragraph relating to our ability to continue as a going concern. From inception, we have generated limited revenues, have suffered losses from operations and require additional financing. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet our obligations arising from normal business operations. There can be no assurance that Ecrid will be able to attain profitable operations or raise the additional funding needed to fully implement our business plan. 

Our Business Plan and Operational Structure May Change

As a development stage company, we continually analyze our business plan and operations in the light of current trends within the credit industry, market conditions and development. As a result of our ongoing analyses, we may decide to make substantial changes in our business plan and operations. In the future, as we continue our internal analyses and as market conditions and our available capital change, we may decide to make organizational changes and/or alter some or all of our overall business plan. Currently, the Company has no intention of changing its business model or operational structure.

Limited Capital and Need for Additional Financing

The funds currently available to us are inadequate to further our business plan for the next twelve months. Until we have achieved revenues sufficient for us to break-even, we will not be a self-sustaining entity, which could adversely impact our ability to be competitive in the credit industry in which we propose to operate. We require additional funding for continued operations and will therefore be dependent upon our ability to raise additional funds through bank borrowing, equity or debt financing or asset sales. We expect to access the public and private equity and/or

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debt markets periodically to obtain the funds we need to support our operations and continued growth. There is no assurance that we will be able to raise sufficient funds in this offering or to obtain additional funding when needed, or that such funding, if available, can be obtained on terms acceptable to us in order to continue our operations or further our business plan. If we require, but are unable to obtain, additional financing in the future on acceptable terms, or at all, we will not be able to continue our business strategy, respond to changing business or economic conditions, withstand adverse operating results or compete effectively. If we cannot obtain needed funds, we may be forced to curtail or cease Ecrid activities altogether. When additional shares are issued to obtain financing, current shareholders will suffer a dilutive effect on their percentage of stock ownership. There is no certainty that our expenditures will result in a profitable business as proposed.

Ecrid May Incur Losses for the Foreseeable Future

We expect to incur operating losses in future periods as we incur significant expenses associated with the initial startup of our business. Our expenses will continue to increase as we continue to develop the operations necessary to further our business plan. We cannot now determine the amount by which our expenses will increase as we grow and hire additional employees, implement our marketing plans, pursue research and development of our services, etc. Further, we cannot guarantee that we will be successful in realizing revenues or in achieving or sustaining positive cash flow at any time in the future. Any such failure could result in the possible closure of our business or force us to seek additional capital through loans or additional sales of our equity securities to continue business operations, which would dilute the value of the shares for current shareholders. 

Changes in U.S., Global, or Regional Economic Conditions  

We are susceptible to adverse impacts caused by domestic and/or international economic downturns (including the current challenging economic landscape) in the credit reporting and lending industry markets in which we propose to operate. A decline in economic activity in the U.S. and other regions of the world can adversely affect demand for consumer borrowing, thus reducing our revenue. The most recent decline in economic conditions reduced spending by consumers who borrow money to finance homes, cars, credit cards and personal loans thus reducing the need for credit lending services of which Ecrid is trying to be a part of, and similar impacts can be expected should such conditions recur. Additionally, an increase in interest rates or in price levels goods could result in a shift in consumer demand which could also adversely affect our revenues and, at the same time, increase our costs. Economic conditions can also impair the ability of those with whom we anticipate doing business to satisfy their obligations to us. There can be no assurance that we will survive any such economic downturn, or if we do survive, that we will be capable of executing or furthering, to any meaningful degree, the originally conceived business plan.

Changes in Public and Consumer Needs

We thrive in times when consumers need credit due to slow or no payments on their bills. Should the economy change or laws or rules change where consumers can get loans with little or no credit, Ecrid will be adversely affected as the consumer will not need to repair, improve or keep up with their credit status. Our society functions in an economy very credit dependent currently. Changes in this economy would adversely affect the company.

Lack of Diversification

Currently, Ecrid has one employee who is our sole officer and director Cleveland Gary. Our size makes it unlikely that we will be able to commit our funds to diversify the business until Ecrid has a proven track record, and we may not be able to achieve the same level of diversification as larger entities engaged in this type of business. 

Competition from Other Credit Service Companies

The credit reporting business is intensely competitive and fragmented. We will compete against a large number of well-established credit repair companies with greater product and name recognition and with substantially greater financial, marketing and distribution capabilities than ours, as well as against a large number of small and specialty businesses engaged in individual credit repair options and other material in a similar manner as Ecrid. We cannot assure you that we will be able to compete effectively with any competitor or that the competitive pressures faced by

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us will not harm our business. Such intense competition will limit our opportunities and have a materially adverse effect on our profitability or viability. 

Limited Industry Relationships and Agreements 

Other than the assets and internet and software programming completed to date, Ecrid does not currently have any relationships or agreements with lenders to use the service. This lack of industry connections may make it more difficult for Ecrid to attract consumers to utilize its platform in the near future.

Dependence on the Maintenance of Intellectual Property Rights in Our Products

While we have not incurred any costs to date protecting the intellectual property we developed, the unauthorized use of our intellectual property rights may cause Ecrid to incur the cost of protecting these rights or reduce our revenues. Ecrid has yet to incur such costs because we have yet to file to intellectual property protection of our developed projects. The unauthorized use of intellectual property in the industry generally continues to be a significant challenge for intellectual property rights holders. 

With respect to intellectual property developed by the Company, the Company is subject to the risk of challenges to our concept rights by third parties. Successful challenges to our rights in intellectual property may result in increased costs for obtaining rights or the loss of the opportunity to earn revenue from the intellectual property that is the subject of challenged rights. The Company is not aware of any challenges to its intellectual property rights that it currently foresees having a material effect on its operations. 

Inability to Attract and Retain Qualified Personnel

Ecrid management team currently consists of one member - sole officer and director Cleveland Gary. Our future success depends in significant part on our ability to attract and retain key management and marketing personnel. Competition for highly qualified professional, business development, and management and marketing personnel is intense. We may experience difficulty in attracting new personnel, may not be able to hire the necessary personnel to implement our business strategy, or we may need to pay higher compensation for employees than we may expect. A shortage in the availability of qualified personnel could limit our ability to grow. We cannot assure you that we will succeed in attracting and retaining the personnel we need to grow.

Loss of Services of Key Man

Our future success depends in a large part upon the continued contributions and services of our President, Cleveland Gary. Mr. Gary is the sole provider of our products and services, as well as its sole officer, director and current investor. Mr. Gary would be very difficult to replace. This individual is critical to the overall management of Ecrid. The loss of the key contributor, or the failure of Mr. Gary to perform, could materially and adversely affect Ecrid's performance. We do not maintain any key-person life insurance policies.  

Indemnification Requirements 

Ecrid may be required to indemnify, among others, the officer and director for liabilities incurred in connection with the affairs of Ecrid. Such liabilities may be material. The indemnification obligations of Ecrid would be payable from the assets of Ecrid, thus causing a material adverse effect on the Company's operations. 

Requirements to Maintain Proper and Effective Internal Controls 

Ecrid must ensure that adequate internal financial and accounting controls and procedures are in place so that it can produce accurate financial statements on a timely basis. Ecrid must spend considerable effort on establishing and maintaining internal controls, which is costly and time-consuming and needs to be re-evaluated frequently. Implementing any appropriate changes to the internal controls may entail substantial costs to modify Ecrid's existing financial and accounting systems, take a significant period of time to complete, and distract Ecrid's sole officer and director from the operation of our business. These changes may not, however, be effective in maintaining the adequacy of Ecrid's internal controls, and any failure to maintain that adequacy, or a consequent inability to produce

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accurate financial statements on a timely basis, could increase operating costs and could materially impair Ecrid's ability to operate our business. In addition, investors' perceptions that Ecrid's internal controls are inadequate or that it is unable to produce accurate financial statements may seriously affect the stock price. 

Changes in Financial Accounting Standards or Practices

A change in accounting standards or practices can have a significant effect on Ecrid's operating results and may affect our reporting of transactions completed before the change is effective. New accounting pronouncements and varying interpretations of existing accounting pronouncements have occurred and may occur in the future. Changes to existing rules or the questioning of current practices may adversely affect Ecrid's reported financial results or the way we conduct our business. 

Significant Costs of Operating as a Public Company 

As a public company, Ecrid will incur significant accounting and other expenses. These expenses include increased accounting, legal and other professional fees, insurance premiums and investor relations costs. Ecrid's management needs to devote a substantial amount of time to compliance issues. Moreover, Ecrid's legal and financial compliance costs are material.  

The Costs and Expenses of SEC Reporting and Compliance  

After the effectiveness of this registration statement, we will be subject to the reporting requirements of the Exchange Act. The costs of complying with such requirements may be substantial. We anticipate that such costs will be approximately $20,000 per year. In the event we are unable to establish a base of operations that generates sufficient cash flows or cannot obtain additional equity or debt financing, the costs of maintaining our status as a reporting entity may inhibit out ability to continue our operations. 

Limited Protection against Interested Director Transactions, Conflicts of Interest and Similar Matters 

We do not currently have audit or compensation committees. As a result, our director has the ability, among other things, to determine his own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations. 

We intend to comply with all corporate governance measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles. 

Possible Regulatory Changes  

The SEC and other regulators, from time to time, review the public company arena and our relationship to the securities markets and investors. As a result of such reviews, the SEC and such regulators may propose additional regulations that would affect Ecrid. Such regulations could increase the cost of operating Ecrid and subject it to new regulatory filing or registration requirements. 

The Impact of Governmental Regulation 

Our business may be subjected to applicable laws and regulations, including laws and regulations on taxation and employment matters. Compliance with such laws and regulations will increase our cost of operations and would decrease our net profit. 

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Ecrid's Short Existence and Lack of a Guaranty that the Company will continue to Generate Revenue in the Future 

Ecrid, as it exists today, has only been in existence since September 15, 2010 Therefore, the sample size of our operations is small. So, while we have not generated revenue since inception, Ecrid can provide no assurances that it will be able to generate revenue in the future.  

Risks of Purchasing Shares 

Rule 144 Related Risks

The SEC adopted amendments to Rule 144 which became effective on February 15, 2008. These Rule 144 amendments apply to securities acquired both before and after that date. Generally, under the Rule 144 amendments, a person who has beneficially owned restricted shares for at least six months would be entitled to sell their securities provided that: (i) such person is not deemed to have been an affiliate at the time of, or at any time during the three months preceding, a sale; (ii) we are subject to and are current in the Exchange Act periodic reporting requirements for at least 90 days before the sale; and (iii) if the sale occurs prior to satisfaction of a one-year holding period, provided current information is available at the time of sale.

Persons who have beneficially owned restricted shares for at least six months but who are affiliates at the time of, or at any time during the three months preceding a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following: (i) 1% of the total number of securities of the same class then outstanding; or (ii) the average weekly trading volume of such securities during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale; provided, in each case, that we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale. Such sales by affiliates must also comply with the manner of sale, current public information and notice provisions of Rule 144.

These Rule 144 related risks are subject to further restrictions in the event that the Exchange Act reporting company is deemed to be a Shell Company, such as the Company.

Restrictions on the Reliance of Rule 144 by Shell Companies or Former Shell Companies

Historically, the SEC staff has taken the position that Rule 144 is not available for the resale of securities initially issued by companies that are, or previously were, shell companies, like us. The SEC has codified and expanded this position in the amendments discussed above by prohibiting the use of Rule 144 for resale of securities issued by any shell companies or any issuer that has been at any time previously a shell company. The SEC has provided an important exception to this prohibition, however, if the following conditions are met:

● The issuer of the securities that was formerly a shell company has ceased to be a shell company;

● The issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

● The issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and

● At least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not a shell company.

As a result, it is likely that pursuant to Rule 144, stockholders who hold our restricted securities or acquire them in this offering, will not be able to sell our shares without registration until one year after we have filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not a shell company.

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Possible Loss of Entire Investment in the Company  

This offering is intended for investors who can accept the applicable risks. Prospective investors should not subscribe unless they can readily bear the consequences of the loss of their entire investment. Being that the Company's management has limited experience in this industry, such loss of investment may be more likely to occur. 

Because we do not have an Escrow or Trust Account for Your Subscription, if we File for Bankruptcy Protection or are Forced into Bankruptcy, or a Creditor Obtains a Judgment against us and Attaches the Proceeds.

Your funds will not be placed in an escrow or trust account. All subscriptions in this offering will be available for our immediate use, and we will not be returning subscriptions regardless of how many shares are sold in this offering. Accordingly, if we file for bankruptcy protection or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws. If a creditor sues us and obtains a judgment against us, the creditor could garnish the bank account and take possession of the subscriptions. As such, it is possible that a creditor could attach your subscription which could preclude or delay the return of money to you.

Exchange Fluctuations may Decrease the Value of your Investment 

Shares will be priced in US dollars, and persons investing by converting foreign currency will bear the risk of such conversion. The Company understands that foreign investors may be attracted to investments in the credit industry, therefore be more likely to invest in securities, such as the Company's common stock. The value of such investments may be affected favorably or unfavorably by fluctuations in exchange currencies. In addition, prospective investors whose assets and liabilities are primarily denominated in currencies other than US Dollars should take into account the potential risk of loss arising from fluctuations in the rate of exchange between the currency of the investment and such other currency.

Additional Dilution as Additional Shares are Issued 

Additional offerings will likely have to be made in the future to raise capital to meet operating cash flow needs. Such offerings may include warrants for issuance of additional common stock, further diluting the number of shares of common stock outstanding from time to time. An increase in the number of our shares of common stock from these events or others may result in a decrease of the market price for our common stock and will dilute the ownership interest of current shareholders.  

Future Debt Financing May Involve Restrictive Covenants  

Future debt financing transactions, if available, may involve restrictive covenants, which may limit the Company's operating flexibility with respect to certain business matters. If additional funds are raised through debt financing, the debt holders may require the Company to make certain agreements or covenants, which could limit or prohibit the Company from taking specific actions, such as establishing a limit on further debt, a limit on dividends, a limit on sale of assets, or specific collateral requirements. Furthermore, if the Company raises funds through debt financing, the Company would also become subject to interest and principal payment obligations. In either case, if the Company was unable to fulfill either of the covenants or the financial obligations, the Company may risk defaulting on the loan, whereby ownership of the Company's assets could be transferred from the shareholders to the debt holders.  

Shares Eligible for Future Sale under Rule 144 May Adversely Affect the Market Value for our Securities 

From time to time, certain of our stockholders who hold restricted securities may be eligible to sell all or some of their shares of common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144, promulgated under the Securities Act of 1933, subject to certain limitations. Although our current stockholder has no current intention or ability to sell his shares, any substantial sales by holders of our common stock in the future pursuant to Rule 144 may have a material adverse effect on the market price of our securities. 

If Securities or Industry Analysts do not publish Research or Reports about Ecrid's Business or if they issue an Adverse or Misleading Opinion Regarding Ecrid Stock, its Price and Trading Volume could Decline 

The trading market for Ecrid's common stock will be influenced by the research and reports that industry or securities analysts publish about Ecrid or its business, if any. Negative reports could have a negative impact on Ecrid's stock price.  

Our Shares will be deemed to be "Penny Stocks" and will be Subject to Various Eligibility and Disclosure Requirements on Broker-Dealers engaged in the Resale of these Shares

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The shares offered in this prospectus will be "penny stocks" as that term is defined in the Securities Exchange Act of 1934, as amended, (the 'Exchange Act") to mean, among other definitions, equity securities with a price of less than $5.00 per share. Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer or an accredited investor must make a special suitability determination regarding the purchaser and provide special disclosure documents to the purchaser. The imposition of these suitability standards and special disclosures could reduce an investor's ability to resell the shares at a time or price desired. See the section "Market for Common Equity and Related Stockholder Matters." 

We do not foresee paying Cash Dividends in the Foreseeable Future  

We have never paid cash dividends on our common stock and we do not plan to declare or pay any cash dividends on our shares of common stock in the foreseeable future and currently intend to retain any future earnings for funding growth. As a result, investors should not rely on an investment in our securities if they require the investment to produce dividend income. Capital appreciation, if any, of our shares may be investors' sole source of gain for the foreseeable future. Moreover, investors may not be able to resell their shares of the Company at or above the price they paid for them. 

There May be an Absence of an Active Trading Market

While we are currently traded on the OTC Pink, we intend to apply to be quoted on the OTCQB. There is no guarantee that the Shares will ever be quoted on the OTCQB or any exchange. The initial market for our stock is limited. Even if an active trading market does develop, there is a risk that the absence of potential buyers will prevent you from selling your shares if you determine to reduce or eliminate your investment in Ecrid. Additionally, the offering price of .10 per share may not reflect the current value of our shares after the offering. 

If we fail to Remain Current on our Reporting Requirements, we could be removed from Quotation by the OTCQB 

Assuming we are ever quoted on the OTCQB, if we fail to remain current on our reporting requirements, we could be removed from the OTCQB. As a result, the market liquidity for our securities could be adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of shareholders to sell their securities in the secondary market. 

Changes in Tax Rules or Interpretations could Cause a Shareholder to become subject to Additional Taxes 

Federal income tax legislation may be amended, or its interpretation changed, so as to alter fundamentally the tax consequences of holding or disposing of shares of common stock. The investor should consult his, her or its own tax counsel for tax matters via this investment opportunity. 

There is No Minimum Purchase Amount 

The Offering described herein has no minimum purchase amount required in order to consummate the Offering. Therefore, the costs of the Offering may greatly outweigh the fiscal benefit to Ecrid of undertaking the Offering. This could cause Ecrid to lose money by doing the Offering and cause an investor to lose his or her entire investment. 

Under new SEC rules we may be able to incorporate future documents by reference which will make it more difficult for investors to locate all of our filings.

The SEC has recently published a new interim rule which allows a public company which is current with its reporting obligations to be able to incorporate future filings into registration statements on Form S-1, such as the registration statement of which this prospectus forms a part.  Prior to the adoption of such rule, issuers using a Form S-1 had to file post-effective amendments to make required disclosures.  Thus, investors wishing to view information about the offering and the issuer could locate all relevant information in one location.  However, we will

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now be able to incorporate all such future disclosures into this filing thereby requiring interested persons to search multiple filings to view all information about us.  This extra effort may have a chilling effect on potential investors who may choose not to pursue an interest in us which could reduce market activity for our stock and make it more difficult for an investor in our stock to sell their shares.  We intend to take advantage of this new rule.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words "believe," "may," "estimate," "continue," "anticipate," "intend," "should," "plan," "expect" and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions described in "Risk Factors" and elsewhere in this prospectus. 

Other sections of this prospectus may include additional factors which could adversely affect our business and financial performance. Moreover, we operate in a highly regulated, very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. 

We undertake no obligation to update publicly or revise any forward-looking statements. You should not rely upon forward-looking statements as predictions of future events or performance. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or will occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We have an ongoing obligation to continually disclose material future changes in the Company and its operations. 

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USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the common stock by the Selling Shareholders. We will use our best efforts to raise a maximum of $20,000,000 for the Company in this offering. We are requiring no minimum offering proceeds threshold. The table below summarizes how we will utilize the proceeds of this offering, including in the event that the Company raises less than the full amount expected ($20,000,000). The actual amount of proceeds realized may differ from the amounts summarized below (1). In order to successfully carry out our stated goals, Ecrid would need $20,000,000 including capital raised in this offering. We anticipate incurring up to $25,000 in offering expenses, $25,000 in SEC reporting and compliance, $1,000,000 in advertising and marketing, $100,000 in website design, $50,000 in operating and equipment, and $175,000 to maintain our general and administrative functions over the next twelve months. We are also hoping to accrue $17,100 in working capital. However, if we don’t raise sufficient proceeds in this offering or generate sufficient revenue, our working capital goal may not be met. Furthermore, without sufficient proceeds from this offering or the generation of sufficient revenue, some of our other expenses, including advertising and marketing, website design and operating and equipment may not be incurred or undertaken. While we anticipate incurring $25,000 total in offering expenses $20,100 of the offering expenses are being paid from the initial investment of our President. While Ecrid hopes to secure sufficient funds in the Offering described herein, there is no minimum offering amount. If we cannot obtain needed funds, we may be forced to curtail or cease Ecrid activities altogether

	If 10% of		If 25% of		If 50% of		If 75% of
	Shares Sold		Shares Sold		Shares Sold		Shares Sold
GROSS PROCEEDS	$	2,000,000	$	5,000,000	$	10,000,000	$	15,000,000
Offering Expenses (2)	$	25,000	$	25,000	$	25,000	$	25,000
NET PROCEEDS	$	1,975,000	$	4,975,000	$	9,975,000	$	14,975,000
SEC Reporting and Compliance	$	25,000	$	25,000	$	25,000	$	25,000
Accrued and unpaid salaries	$	100,000	$	300,000	$	600,000	$	900,000
Advertising & Marketing(3)	$	1,000,000	$	2,500,000	$	3,500,000	$	7,000,000
Website Design(3)	$	200,000	$	400,000	$	850,000	$	1,500,000
General and Administrative Expense(4)	$	275,000	$	750,000	$	1,500,000	$	2,000,000
Working Capital (5)	$	375,000	$	1,000,000	$	3,500,000	$	3,550,000

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(1) The amounts set forth above are estimates by management for the allocations of the net proceeds of this offering based upon the current state of our business operations, our business plan and current economic and industry conditions.  

(2) Offering expenses include legal, accounting, printing, filing, registration, qualification, and other expenses of Ecrid, Inc. and the offering of the Shares including marketing and sales costs. While we anticipate that the total offering expenses will be $25,000. We will pay no commissions or other compensation to our officer and director who will be exclusively offering the Shares. To the extent offering expenses are less, the excess funds will be added to operating funds.

(3) If sufficient funds are not raised in this offering, or through revenues of the Company, these items may not be undertaken.

(4) General and administrative expenses include rent, telephone and utilities, running our office and accounting.

(5) If less than 1% of the shares are sold the cost of the offering, as to be paid from proceeds of the offering, will exceed the net proceeds and result in a decrease in our working capital.

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DETERMINATION OF OFFERING PRICE

Our initial offering price of 0.50 per share was arbitrarily determined based upon management’s belief that the current market price has undervalued the Company and that there will be a market correction in the coming months. Accordingly, the offering price should not be considered an indication of the actual value of our securities. 

The Selling Shareholder will sell their shares pursuant to the Company’s Regulation A offering at the fixed price of $0.50. We will not receive any proceeds from the sale of shares by the Selling Shareholder.

THE SELLING SHAREHOLDERS

Selling Shareholders

10,000,000 shares of the Company’s common stock were sold to the Selling Shareholders in a Regulation D 506(b) offering.

The Selling Shareholders are individuals.

All expenses incurred with respect to the registration of the common stock will be borne by the Company, but we will not be obligated to pay any underwriting fees, discounts, commission or other expenses incurred by Selling Shareholders in connection with the sale of such shares.

The following table sets forth the name of the Selling Shareholders, the number of shares of common stock beneficially owned by the Selling Shareholders as of the date hereof and the number of shares of common stock being offered by the Selling Shareholders. The offer and sale of the shares are being registered herein. The Selling Shareholders are under no obligation to sell all or any portion of such shares. All information with respect to share ownership has been furnished by the Selling Shareholders, respectively. The “Amount Beneficially Owned After the Offering” column assumes the sale of all shares offered herein.

Name	Shares of Common Stock Beneficially Owned prior to Offering (1)	Maximum Number of Shares of Common Stock to be Offered	Number of Shares of Common Stock Beneficially Owned after Offering	Percent Ownership after Offering
Cleveland Gary 14664 SW 169th Ave. Indiantown. Fl 34956	250,000,000	4,975,000	245,025,000	73	%
Robert Hooper 21287 Clifside Dr. Kilder, IL 60047	75,000	75,000	0
Ronald Hargrove 2757 Linwood Ave. Bellmore, NY. 11710	300,000	300,000	0
James F.M. Bannon 4662 Hazel St. Burnaby BC V5H 1S5	50,000	50,000	0
Wong Hang Nga G/FI No. 210 Chau Tau Tsuen Yuen Long, New Territories  Hong Kong Postal Code:00000	500,000	500,000	0
Samuel Rosenblatt 201 Goodale Rd. Baltimore, MD 21212	100,000	100,000	0
Michael Macgregor 1 Sunset Ave. Princeton, NJ 08540	75,000	75,000	0
David Aldridge 30 N Gould St. STE R Sheridan, WY 82801	150,000	150,000	0
Timothy Hasey, Barbara Hasey 1128 Daniel Lane Concord, CA. 94518	2,500,000	2,500,000	0
Clyde Bianch 8477 Bissel Rd. Bergen, NY 14416	200,000	200,000	0
Clark Winkler 6 Cuyler Rd. Kendall Park, NJ 08824	200,000	200,000	0
Sterling V Collins 12405 White River Dr. San Antonio, TX. 78254	500,000	500,000	0
Robert Swapceinski 7559 Dublin Rd. Bergen, NY 14416	100,000	100,000	0
John Wolters / Tammara K. Wolters 6025 Lyntham Ct. Hudsonville, MI 49426	200,000	200,000	0
Robert J. Sollitto 81 N Lake Shore Dr. Brookfield, CT 06804	75,000	75,000	0

(1) Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, securities that are currently convertible or exercisable into shares of our common stock, or convertible or exercisable into shares of our common stock within 60 days of the date hereof are deemed outstanding. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person.

DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES

We are offering our common stock at a price per share that is significantly more than the price per share paid by our current stockholders for our common stock, as well as the current market price of our common stock. We are offering for sale up to 40,000,000 shares of common stock with $20,000,000 of the proceeds going to the Company. If you purchase Shares in this offering you will experience immediate and substantial dilution.

Dilution represents the difference between the price per share paid by purchasers in this offering and the net tangible book value per share. Net tangible book value per share represents our net tangible assets (our total tangible assets less our total liabilities), divided by the number of shares of Common Stock outstanding at the time of the offering, 293,893,944 issued and outstanding shares of Common Stock. As of June 10, 2021, our net tangible book value per share was $.4998 per share.

After giving effect to the sale of the maximum of 40,000,000 Shares being offered in this offering, at $0.50 per Share, and the payment of expenses related to the offering, our pro forma net tangible book value would increase by $.4998 per share. 

The table below illustrates the pro forma per share dilution described above assuming 40,000,000 shares are sold. 

After giving effect to the sale of 75% of the Shares (15,000,000) shares being offered in this offering, at $0.50 per Share, and the payment of expenses related to the offering, our pro forma net tangible book value would increase by $.4998 per share.

The table below illustrates the pro forma per share dilution described above assuming 15,000,000 shares are sold.

After giving effect to the sale of 50% of the Shares (20,000,000 shares) being offered in this offering, at $0.50 per Share, and the payment of expenses related to the offering, our pro forma net tangible book value would increase by .4998 per share.

The table below illustrates the pro forma per share dilution described above assuming 20,000,000 shares are sold.

After giving effect to the sale of 25% of the Shares (10,000,000 shares) being offered in this offering, at $0.50 per Share, and the payment of expenses related to the offering, our pro forma net tangible book value would increase by $.4998 per share.

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The table below illustrates the pro forma per share dilution described above assuming 10,000,000 shares are sold.

After giving effect to the sale of 10% of the Shares (4,000,000 shares) being offered in this offering, at $0.50 per Share, and the payment of expenses related to the offering, our pro forma net tangible book value would increase by $.4998 per share.

The table below indicates the relative aggregate cash investment and stock ownership of new investors in this offering: 

Percentage of offering sold		100	%		75	%		50	%		25	%		10	%
Price per share	$	0.50		$	0.50		$	0.150		$	0.50		$	0.50
Total shares purchased		40,000,000			30,000,000			20,000,000			10,000,000			4,000,000
Total proceeds of shares purchased	$	20,000,000		$	15,000,000		$	10,000,000		$	5,000,000		$	2,000,000
less: offering costs	$	(25,000	)	$	(25,000	)	$	(25,000	)	$	(25,000	)	$	(25,000	)
Net proceeds from offering	$	19,975,000		$	14,975,000		$	9,975,000		$	4,975,000		$	1,975,000
Net Tangible book value as of March 31, 2020	$	.4988		$	.4988		$	.4988		$	.4988		$	.4988
Net Tangible book value after the offering	$	.4988		$	.4988		$	.4988		$	.4988		$	.4988
Total shares issued at time of offering		293,893,944			293,893,944			293,893,944			293,893,944			293,893,944
Total shares issued after the offering		333,893,944			333,893,944			333,893,944			333,893,944			333,893,944
Net tangible book value per share as of March 31, 2020	$	.4988		$	.4988		$	.4988		$	.4988		$	.4988
Net tangible book value per share after the offering	$	.4988		$	.4988		$	.4988		$	.4988		$	.4988
Net tangible book value per share increase to present shareholders	$	.4988		$	.4988		$	.4988		$	.4988		$	.4988
Percentage of ownership to present shareholders after the offering		84	%		47	%		84	%		84	%		84	%

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Purchasers of stock in the offering
Price per Share	$	0.50	$	0.50	$	0.50	$	0.50	$	0.50

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PLAN OF DISTRIBUTION

A portion of this prospectus relates to the resale of up to 10,000,000 shares of our common stock by the Selling Shareholders.

The Selling Shareholders, and any of their pledgees, designees, assignees and other successors-in-interest may, from time to time sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Shareholders may use any one or more of the following methods when selling shares:

● ordinary brokerage transactions and transactions in which the broker-dealer solicits the purchaser;

● block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal;

● facilitate the transaction;

● purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

● an exchange distribution in accordance with the rules of the applicable exchange;

● privately negotiated transactions;

● broker-dealers may agree with the Selling Shareholder to sell a specified number of such shares at a stipulated price per share;

● through the writing of options on the shares

● a combination of any such methods of sale; and

● any other method permitted pursuant to applicable law.

The Selling Shareholders, as applicable, shall have the sole and absolute discretion not to accept any purchase offer or make any sale of shares if it deems the purchase price to be unsatisfactory at any particular time.

The Selling Shareholders may also sell the shares directly to market makers acting as principals and/or broker-dealers acting as agents for themselves or their customers. Such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the Selling Shareholders and/or the purchasers of shares for whom such broker-dealers may act as agents or to whom they sell as principal or both, which compensation as to a particular broker-dealer might be in excess of customary commissions. Market makers and block purchasers purchasing the shares will do so for their own account and at their own risk. It is possible that the Selling Shareholders will attempt to sell shares of common stock in block transactions to market makers or other purchasers at a price per share which may be below the then existing market price. We cannot assure that all or any of the shares offered in this prospectus will be sold by the Selling Shareholders. The Selling Shareholders, and any broker-dealers or agents, upon completing the sale of any of the shares offered in this prospectus, may be deemed to be “underwriters” as that term is defined under the Securities Act, the Exchange Act and the rules and regulations of such acts. In such an event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

The Selling Shareholders, alternatively, may sell all or any part of the shares offered in this prospectus through an underwriter. The Selling Shareholders have not entered into any agreement with a prospective underwriter and there is no assurance that any such agreement will be entered into.

The Selling Shareholders may pledge its shares to its brokers under the margin provisions of customer agreements. If any of the Selling Shareholders default on a margin loan, the broker may, from time to time, offer and sell the pledged shares. The Selling Shareholders, and any other persons participating in the sale or distribution of the shares will be subject to applicable provisions of the Exchange Act, and the rules and regulations under such act, including, without limitation, Regulation M. These provisions may restrict certain activities of, and limit the timing of purchases and sales of any of the shares by any of the Selling Shareholders, or any other such person. Under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and certain other activities with respect to such securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares.

The Selling Shareholders will be offering such shares for their own accounts. We do not know for certain how or when the Selling Shareholders will choose to sell its shares of common stock. However, it can sell such shares at any time or through any manner set forth in this plan of distribution.

To permit the Selling Shareholders to resell the shares of common stock issued to it, we agreed to file a registration statement, and all necessary amendments and supplements with the SEC for the purpose of qualifying the shares. We will bear all costs relating to the registration of the common stock offered by this prospectus, other than the costs of our independent legal review. We will keep the registration statement effective until the earlier of (i) the date after which all of the shares of common stock held by the Selling Shareholders that are covered by the prospectus have been sold by the Selling Shareholders pursuant to such prospectus and (ii) the first day of the month next following the 365 day anniversary of the date the prospectus, to which this prospectus is made a part, is declared effective by the SEC.

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The Company is also offering up to a total of 40,000,000 shares of common stock in a best-efforts, direct public offering, without any involvement of underwriters. The offering price is $0.50 per share. The offering will terminate 365 days from the date of this prospectus or when all of the Shares are sold, whichever comes first. We also have the right to terminate this offering at any time prior to the expiration of the offering period. We will use our best efforts to sell as many shares as possible up to the maximum offering amount of 40,000,000 shares. This is no minimum offering amount. We may accept or reject any subscription amount from any investor in our sole discretion or we may accept only part of a subscription amount. Expenses related to the offering are estimated to be $25,000. 

We will sell the shares in this offering exclusively through our officer and director. He will receive no commission from the sale of any shares by the Company. He will not register as a broker/dealer under the 1934 Act in reliance upon Rule 3a4-1 under the 1934 Act. Mr. Gary may rely upon Rule 3a4-1 because (i) he is not subject to any statutory disqualifications, as defined in Section 3(a)(39) of the 1934 Act, (ii) he will not be compensated in connection with the sale of the Company's securities by the payment of commissions or other remuneration based either directly or indirectly on transactions in the securities, (iii) he is not an associated person of a broker or dealer, (iv) he will primarily perform, at the end of the offering, substantial duties for or on behalf of the Company, otherwise than in connection with transactions in securities, (v) he was not a broker or dealer, or an associated person thereof, within the preceding 12 months, (vi) he does not participate in selling an offering of securities for any issuer more than once every 12 months, except in reliance on (iv) and (v) above. The Company will register as the issuer-agent in those states requiring such registration. 

We anticipate that our common stock will continue to be subject to the penny stock rules under the Securities Exchange Act of 1934, as amended. These rules regulate broker/dealer practices for transactions in "penny stocks." Penny stocks are generally equity securities with a price of less than $5.00. The penny stock rules require broker/dealers to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker/dealer and its salesperson and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations and the broker/dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction, the broker and/or dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. The transaction costs associated with penny stocks are high, reducing the number of broker-dealers who may be willing to engage in the trading of our shares. These additional penny stock disclosure requirements are burdensome and may reduce all of the trading activity in the market for our common stock. As long as the common stock is subject to the penny stock rules, holders of our common stock may find it more difficult to sell their shares. 

Our officer and director may purchase shares in this offering, however any such purchases will be held for investment purposes only and Mr. Gary will be subject to Regulation M and will act accordingly, including through filing the notice and information relating to distributions subject to Regulation M under Rule 5190, Rule 6275(f) and the trade reporting rules. Mr. Gary shall file all notices related to these rules with FINRA's Market Regulation Department electronically through the FINRA Firm Gateway. 

In certain states the Shares may not be sold unless the Shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. 

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Procedures for Subscribing

If you decide to subscribe for any Shares in this offering, you must: 

All checks for subscriptions must be made payable to "Ecrid, Inc.". 

Right to Reject Subscriptions

We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for shares will be accepted or rejected within five business days after we receive them. Furthermore, once a subscription agreement is accepted, it will be executed without reconfirmation to or from the subscriber. Once Ecrid accepts a subscription, the subscriber cannot withdraw it unless otherwise dictated by state law. 

BUSINESS

 OUR BUSINESS DESCRIPTION, BUSINESS PURPOSE AND OPERATIONS

Ecrid, Inc., the operating company, was incorporated under the laws of the State of Florida on September 15, 2010. We were formed for the purpose of providing products and services within the credit repair industry. Our founder, Mr. Cleveland Gary, was appointed CEO, President, Secretary, CFO, Treasurer and Director of the Company. The Board voted to seek capital to carry out our business plan. We received our initial funding of $20,100 and $499 in paid expenses through the sale of common stock to Mr. Gary who purchased 10,500,000 shares of our Common Stock on June 5, 2015. Our principal executive offices are located at: 1320 S Federal Hwy, Suite 215, Stuart, FL 34994, our telephone number is: (800) 380-9096.

Ecrid is a developmental stage corporation that offers services in the credit repair industry. The primary objective of Ecrid is to create lending opportunities for the members, thus giving them a second chance to validate their credit worthiness to lenders. This results in Ecrid members getting approval for homes, cars, credit cards, personal loans and products and services that’s offered in the global commerce place.

The key to our success lies in the Company's ability to identify a niche in the credit industry by connecting our members who are acting as borrowers to our lenders and successfully completing loan transactions that lie within an affordable percentage of each member’s income to debt ratio. Ecrid will target seventy percent of the American population who have credit blemishes on their current big three credit reports from the ages 18-65 years of age.

Since our inception, we have commenced our business operations, including domain name, developing website, proprietary software, auto bill pay system, automated database, Ecrid number development system, bill pay software, preliminary marketing of the completed work, as well as obtaining an office and operations. Currently, the Company secured all the resources and skills needed to create and market our products and services internally by utilizing our sole officer and director’s creative writing abilities and his background within the business administration field. In the future, Ecrid may pursue additional avenues outside its own walls and look to outsource certain aspects of services and product development and engage contract labor for this purpose. We anticipate that, as the Company grows over the next twelve months, pools of expertise will be acquired by recruiting within the

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credit industry and by the use of creative and marketing consultants, which will allow Ecrid to expand its management team and add to the Board of Directors.

Our operations to date have been devoted primarily to startup and development activities and the production of our initial projects as follows:

1. Incorporation of the Company;

2. Initial funding from our Founder;

3. Carrying out of our business plan;

4. Initial development of our web presence.

5. Product development and securing initial databases.

As an emerging company, we continually analyze our business plan and operations in the light of current trends within the credit industry. We intend to become a self-sustained credit lending platform in order to generate revenues, the management will aim to maximize the Company's business value by creating competitive products and services, addressing market and competition, utilizing specific marketing strategies, and establishing growth strategy for our company.

OUR PRINCIPAL SERVICES

The Company developed a credit report monitoring software that gives lenders a sound up to date credit report that validates the members credit worthiness. Within the scope of each member's credit report, Ecrid Credit Tool Analysis provides to the lender a comprehensive analysis report that validates the members credit worthiness along with their ability to assure monthly payments can be made on time based upon each member's income to debt ratio. Inclusive of the credit evaluation software is the Ecrid Bill Pay feature where each member can pay their bill and have it processed to avoid late payments. In addition, each member will receive a monthly alert to inform them of their Ecrid Credit Score through the Ecrid Score Monitoring feature.

The process for creating and the related online software, database and system becomes popular and more and more clients seeking to be able to borrow funds will begin using the Ecrid scoring system. For purposes of demand and marketability, choosing a format that is currently on the demand is vital (consumers are desperate to borrow funds to assist their finances), and this is why a proper needs assessment is essential. We consider it the most important aspect of the entire process.

Next, we determine the feasibility of making our product a success. We consider our product a success when the members are getting approved for a home, car, credit card, personal loan and other products and services that can be financed within each member's income to debt ratio range. With using the Ecrid Credit Analysis Tool, it creates for the borrower and lender a win/win situation because the borrower chances of defaulting on the loan is highly unlikely because the approval is based on what each member can afford to pay. Basically, a successful payment plan is created through the Ecrid Credit Analysis Tool for each member to succeed in making their monthly payments on time from the beginning to the end of the loan agreement. The Ecrid System makes it easier for the Lender to trust giving the borrower a credit approval because the lender is assured the borrower has the ability to pay off the evaluation from the Ecrid Credit Analysis Tool.  

OUR PROPOSED REVENUE MODEL

Ecrid’s proposed revenue model generates revenue from each member creating their own Credit Report by adding four minimum to eight maximum creditors; they've either made timely payments historically or will make timely payments to maintain their initial 950 Score perfect high score. If the member is late on its monthly payments, their Ecrid Credit Report will reflect a decrease in their Ecrid Credit Score. The price is $25 per creditor added, totaling the minimum $100 (four creditors) to $200 the maximum (eight creditors).

Ecrid’s second revenue stream is the percentage on each transaction the member is approved by the lender. The percentages earned fluctuates and is based on the amount of each transaction processed.

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The Company’s third revenue stream is based upon the number of credit reports processed through its network marketing model.

TARGET MARKET AND OUR NICHE WITHIN

Ecrid’s target market is 18-65 years of age that applies for cars, mortgages, credit cards and personal loans. Ecrid caters to all Americans that participates in the free enterprise system of commerce. As a stand-alone credit platform that provides lenders for the members creates an open-door policy for every American over the age of 18 years to create their own credit report and utilize the economic lending platform that exist on domestic and global platforms.

* Baby Boomers: Baby boomers were born between 1944 and 1964. They're current between 55-75 years old (76 million in U.S.)

● Gen X: Gen X was born between 1965 - 1979 and are currently between 40-54 years old (82 million people in U.S.)

● Gen Y: Gen Y, or Millennials, were born between 1980 and 1994. They are currently between 25-39 years old.

○ Gen Y.1 = 25-29 years old (31 million people in U.S.)

○ Gen Y.2 = 29-39 (42 million people in U.S.)

● Gen Z: Gen Z is the newest generation to be named and were born between 1995 and 2015. They are currently between 4-24 years old (nearly 74 million in U.S.)

COMPETITION, OUR COMPETITIVE STRATEGY AND METHODS OF COMPETITION

The credit industry has been defined by the big three; Equifax, TransUnion and Experian for decades. Ecrid is embarking in uncharted territories which have been dominated by the big three. No other Company in the credit industry has entered into this industry on a similar scale that promotes competition. Ecrid’s credit platform provides a product that connects the borrower with the lender and utilizes its credit analysis tool to determine its lending amount, interest rate and payment terms. The other credit bureaus only collect creditor data and use that information to score each credit file based upon their own created metric systems. Ecrid believes there should be other variables taken into consideration when evaluating a person's credit worthiness. The credit industry in past history never took into consideration these other measures that would validate a person's credit worthiness, like phone bill, electric bill, timely auto insurance payments, rental payments and other expenditures that demonstrate credit worthiness. Ecrid relies heavily upon what is considered unconventional bills to determine credit worthiness. The other core asset of Ecrid is using those timely unconventional payments inclusively with other metrics that will give the lender the comfort in approving the borrower. Ecrid’s marketing strategy to gain customers will be through the use of social media advertising to 18-65-year-old individuals who have applied for loans within three months to two years.

MARKETING OBJECTIVES AND STRATEGIES

Ecrid markets its products and services directly to the credit repair community, focusing specifically on consumers who have blemishes on their big three credit reports but excellent payment history in recent years but cannot get approved at favorable interest rates in spite of recent positive payment history. Ecrid will also cater to those who have not yet established their credit according to big three standards but have the income to debt ratio qualifications according to the Ecrid Credit Analysis Tool to afford a particular product or service.

To promote and market our services, we may incorporate the following strategies:  

Establishing online presence by designing a corporate website reflecting products and scope of services offered. We will also engage in a search engine optimization campaign to improve visibility of our website and assist us with awareness for our products and services. Optimizing a website may involve editing its content and HTML and associated coding to both increase its relevance to specific keywords and to remove barriers to the indexing activities of search engines.

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Approaching our industry target market by email. The most basic method of contacting is a carefully thought out query letter, sent via email, which consists of a one-paragraph synopsis of a project, a bio, a logline, in standard business format. Focusing specifically on our selected target market community who have similar needs and interests may yield excellent results.

Engaging a PR campaign to obtain publicity and increase visibility for our business.

STATUS OF NEW SERVICES

Since our inception, we have built a website (www.ecrid.com) and contracted with developers along with CEO Cleveland Gary to develop a credit platform that will create opportunities for consumers of credit as well as lenders to do business together by utilizing the Ecrid platform. Shortly after the Company's inception, Ecrid created the Ecrid Bill Pay System. This is where consumers pay their Ecrid Bill Due Date seven days in advance of the actual creditor invoice due date. This ensures that the consumer will never be late which gives the lender comfort. Shortly after the Ecrid Bill Pay was created, the Ecrid Score Monitoring tool was created. Every month the consumer gets a copy of their Ecrid Credit Score by email. Currently Ecrid is developing its Lender Portal to interact with the consumers to process loans. The lender portal is constantly under construction because of the rapid changes in the lending industry.

RESEARCH AND DEVELOPMENT

The Company has expended funds for research and development costs since inception. Other than utilizing Mr. Gary's experiences and available industry and marketing information, Ecrid has undertaken research and development activities regarding our target market and marketability of our services.  

OUR GROWTH STRATEGY MODEL

Our mission is to maximize shareholder value by creating and commercializing Ecrid with the aim of achieving profitability and sustaining growth of our business. We are attempting to advance Ecrid to become a self-sustained and profitable operational entity. To achieve and sustain business growth in the next 12 to 36 months, we will aim to implement a three-prong growth strategy model which consists of the following elements: 

· Streamlining core business

· Target market penetration

· Utilizing business alliance opportunities

OUR SIGNIFICANT EMPLOYEE

We currently have one employee, Mr. Gary who is our founder and serves as our sole officer and director. Mr. Gary currently devotes full time to our business and is responsible for our daily operations including services development, sales and marketing, fund raising, implementation of our general strategy and execution of our business plan.  

Our future business and operating results depend significantly on the continued contributions and active participation of Mr. Gary. This individual would be difficult or impossible to replace. The loss of this key contributor, or his failure to perform, could materially and adversely affect our Company's operations. While we

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may obtain Key Man insurance, such insurance may not be sufficient to cover the loss incurred in the event this executive officer is lost. 

Currently, our officer and director receives no compensation for his services during the development stage of our business operations. He is reimbursed for any out-of-pocket expenses he may incur on our behalf. In the future, we may approve payment of salaries for officers and directors, but currently, no such plans have been approved. We anticipate adding two (2) employees over the next twelve (12) months, one of which will be a full-time developer. We do not have any employment agreements in place with our officer and director. We also do not currently have any benefits, such as health or life insurance, available to our employees. 

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Plan of Operation

Our plan of operation for the next 12 months is to become a profitable entity. The following milestones are based on estimates derived from research and marketing data accumulated by our sole officer and director. We will require the funding from our offering in order to fully implement our business plan.

The following table below outlines how we plan to use the proceeds from the offering. In order to successfully carry out our stated goals and maintain our current and planned operations through the next twelve months, Ecrid would need $3,450,000 including capital raised in this offering. If we experience a shortfall in operating capital prior to funding from the proceeds of this offering, our sole officer and director has verbally agreed to advance the Company funds to complete the registration process. They are estimates only and the actual amount of proceeds realized may differ from the amounts summarized below.  

	Planned Expenses Over
Category	the Next 12 Months
Advertising & Marketing	$	7,000,000
Website Design	$	1,500,000
Accrued and Unpaid Salaries	$	900,000
Operating & Equipment	$	*********
SEC Reporting & Compliance	$	25,000
General & Administrative	$	2,000,000
Offering Expenses	$	25,000
TOTAL PROCEEDS TO COMPANY	$	20,000,000
NET PROCEEDS TO THE COMPANY	$	19,975,000
Resultant Working Capital	$	3,525,000

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(1) While offering expenses are estimated to be $25,000, $21,000 of it will be paid from the initial investment of our President.

Liquidity 

Currently, we are relying on equity capital from our sole officer and director and the sales of our services. Currently, we pay costs associated with running a business on a day to day basis. 

As of March 31, 2020, we had cash on hand of $0 with current liabilities of $15,888. We had an accumulated deficit of $103,721 as of March 31, 2020. We used cash of $30,000 in operating expenses for the year ended March 31, 2020. As of March 31, 2019, we had cash on hand of $0 with current liabilities of $0. We had an accumulated deficit of $57,437 as of March 31, 2019. We used cash of $54,739 in operating expenses for the year ended March 31, 2019. As of December 31, 2020, we had cash on hand of $0 with current liabilities of $0. We had an accumulated deficit of 119,918 as of December 31, 2020. We used cash of $16,197 in operating expenses for the nine months ended December 31, 2020. We used cash of $52,284 in operating expenses for the nine months ended December 31, 2019.

We believe that we will need a minimum of $3,550,000 in capital, including the capital raised in this offering, in order to maintain our current and planned operations through the next twelve months. They are estimates only and are derived from research and marketing data accumulated by our sole officer and director. We anticipate incurring up to $25,000 in offering expenses, $20,000 in SEC reporting and compliance, $1,500,000 in advertising and marketing, $200,000 in website design, and $1,000,000 to maintain our general and administrative functions over the next twelve months. We intend to raise the capital through the sale of shares of our common stock and through the sale of our products and services.

To the extent that our capital resources are insufficient to meet current or planned operating requirements, we will seek additional funds through equity or debt financing, collaborative or other arrangements with corporate partners, licensees or others, and from other sources, which may have the effect of diluting the holdings of existing shareholders. The Company has no current arrangements with respect to, or sources of, such additional financing and we do not anticipate that existing shareholders will provide any portion of our future financing requirements.

No assurance can be given that additional financing will be available when needed or that such financing will be available on terms acceptable to the Company. If adequate funds are not available, we may be required to delay or terminate expenditures for certain of its programs that it would otherwise seek to develop and commercialize. This would have a material adverse effect on the Company. 

To the extent that our capital resources are insufficient to meet current or planned operating requirements, we will seek additional funds through equity or debt financing, collaborative or other arrangements with corporate partners, licensees or others, and from other sources, which may have the effect of diluting the holdings of existing shareholders. The Company has no current arrangements with respect to, or sources of, such additional financing and we do not anticipate that existing shareholders will provide any portion of our future financing requirements. 

No assurance can be given that additional financing will be available when needed or that such financing will be available on terms acceptable to the Company. If adequate funds are not available, we may be required to delay or

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terminate expenditures for certain of its programs that it would otherwise seek to develop and commercialize. This would have a material adverse effect on the Company. 

Results of Operations 

For the years ended March 31, 2020 and March 31, 2019

Revenue 

For the years ended March 31, 2020 and March 31, 2019, the Company generated no revenue. 

Expenses 

We incurred operating expenses of $52,284 and $26,331 for the years ended March 31, 2020 and 2019, respectively.  

Net Loss 

We incurred a net for the years ended March 31, 2020 and 2019 of $52,284 and $26,331, respectively.

For the years ended March 31, 2019 and March 31, 2018

Revenue 

For the years ended March 31, 2019 and March 31, 2018 the Company generated no revenue. 

Expenses 

We incurred operating expenses of $26,331 and $62,185 for the years ended March 31, 2019 and 2018, respectively.  

Net Loss 

We incurred a loss for the years ended March 31, 2019 and 2018 of $26,331 and $62,185, respectively.

Equity and Capital Resources

To date, we have funded our operations through owner's equity. From inception, we have not borrowed funds.  

We expect our expenses will continue to increase during the foreseeable future as a result of increased operational expenses. Consequently, we are dependent on the proceeds from future debt or equity investments to sustain our operations and further our business plan. If we are unable to raise sufficient capital, we will be required to delay or forego some portion of our business plan, which would have a material adverse effect on our anticipated results from operations and financial condition. There is no assurance that we will be able to obtain necessary amounts of capital or that our estimates of our capital requirements will prove to be accurate. As of the date of this prospectus we did not have any commitments from any source to provide additional capital. Even if we are able to secure outside financing, it may not be available in the amounts or the times when we require. Furthermore, such financing would likely take the form of bank loans, private placement of debt or equity securities or some combination of these. The issuance of additional equity securities would dilute the stock ownership of current investors while incurring loans, leases or debt would increase our capital requirements and possible loss of valuable assets if such obligations were not repaid in accordance with their terms. 

Results of Operations

For the Three and Nine Months Ended December 31, 2020 and Dec 31, 2019

Revenue

The Company generated no revenue for the three and nine months ended December 31, 2020 and December 31, 2019, respectively.

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Expenses

We have incurred operating expenses of $16,197 and $52,284 during the nine months ended December 31, 2020 and December 31, 2019, respectively. The decrease is primarily due to no operations and the focus on the capital raise efforts. We incurred $0 and $0 for the three months ended December 31, 2020 and December 31, 2019, respectively.

Net Loss

We had a net loss of $16,197 and $52,284 during the nine months ended December 31, 2020 and December 31, 2019, respectively due primarily to no operations and the focus on the capital raise efforts. We had a net loss of $0 for both the three months ended December 31, 2020 and December 31, 2021

We have cash on hand of $0 and an accumulated deficit of $119,918 as of December 31, 2020. For the comparative period ended December 31, 2019 we had cash of $0 and an accumulated deficit of $52,234.

We believe that we will need a minimum of $3,550,000 in capital, including the capital raised in this offering, in order to maintain our current and planned operations through the next twelve months. They are estimates only and are derived from research and marketing data accumulated by our sole officer and director. We anticipate incurring up to $25,000 in offering expenses, $20,000 in SEC reporting and compliance, $1,500,000 in advertising and marketing, $200,000 in website design, and $1,000,000 to maintain our general and administrative functions over the next twelve months. We intend to raise the capital through the sale of shares of our common stock and through the sale of our products and services.

Off-balance Sheet Arrangements

Since our inception through December 31, 2020, we have not engaged in any off-balance sheet arrangements. 

DESCRIPTION OF PROPERTY

Ecrid, Inc. currently does not start paying rent until after the S-1 is effective and funds are raised.

LEGAL PROCEEDINGS

We are not a party to any material or legal proceeding and, to our knowledge, none is contemplated or threatened. 

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our Board of Directors currently consists of one member. Ecrid concluded that the following individual should serve as our director based on his education in Creative Arts and over 25 years of work experience in theater and film entertainment. Ecrid believes that his experience would be beneficial to the Company. The director holds office until his successor is duly elected by the stockholders. The executive officer serves at the pleasure of the Board of Directors. Our current director and executive officer is: 

Name	Age		Position	Year Appointed
Cleveland Gary		54	President, Treasurer, Secretary and Director		2010

Cleveland Gary - President, Treasurer, Secretary, and Director - Mr. Gary earned a Bachelor's Degree at the University of Miami in Business Management and a minor in communication. He’s also started and operated several companies throughout his business career, including Healthway Shopping Network, which he currently is CEO, Nu-Life Medical Center from 1996-2002 and Gary Sports Medicine Institute, Inc. from 2002-2007. During the last five years, Mr. Gary has acted as CEO of the Company and has also been CEO of Healthway Shopping Network.

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Board Committees

Audit committee

We do not have a separately designated standing audit committee. The Board of Directors performs the functions of an audit committee, but no written charter governs the actions of the Board of Directors when performing the functions that would generally be performed by an audit committee. The Board of Directors approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting. In addition, the Board of Directors reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including /fees to be paid to the independent auditor and the performance of the independent auditor. 

Compensation and Nominations Committees

We currently have no compensation or nominating committee or other board committee performing equivalent functions. Currently, the member of our Board of Directors participates in discussions concerning executive officer compensation and nominations to the Board of Directors.  

Code of Conduct and Ethics

We have not adopted a Code of Ethics, as required by sections 406 and 407 of the Sarbanes-Oxley Act of 2002. Our management believes that the size of our company and current operations at this time do not require a code of ethics to govern the behavior of our officer. We anticipate that we will adopt a code of ethics once we are in a position to do so.  

Indemnification of Executive Officers and Directors

The Nevada Revised Statutes permits indemnification of directors, officers, and employees of corporations under certain conditions subject to certain limitations. In the event that a claim for indemnification (other than the payment by us of expenses incurred or paid by our director and officer in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is appropriate and will be governed by the final adjudication of such issue. 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. 

EXECUTIVE COMPENSATION

No officer or director has received annual compensation since the inception of the Company. There has been no compensation awarded to, earned by, or paid to the named executive officer or director. 

As our business progresses and grows, we expect to hire and begin paying salaries to other officers and directors. We also expect to hire part-time and full-time employees and consultants who will be paid compensation and consulting fees. 

Stock option plan

We do not have a stock option plan and we have not issued any warrants, options or other rights to acquire our securities. However, we intend to adopt an incentive and non-statutory stock option plan in the future. 

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Employee Pension, Profit Sharing or other Retirement Plans

We do not have a defined benefit, pension plan, profit sharing or other retirement plan, although we may adopt one or more of such plans in the future. 

Director's compensation

At present we do not pay our director for attending meetings of our Board of Directors, although we may adopt a director compensation policy in the near future. 

Related Party Transactions 

We received our initial funding of $150,000 and $150,000 in paid expenses through the sale of common stock to Mr. Gary who purchased 500,000,000 shares of our Common Stock on 6/14/2017. The Company has no employment contracts at this time.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth, as of June 8, 2021, the ownership of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, our director, or executive officer and our executive officer and director as a group. To the best of our knowledge, the person named has sole voting and investment power with respect to such shares, except as otherwise noted. There are no known pending or anticipated arrangements that may cause a change in control.

	Shares		Percentage of Outstanding Common Stock
	Beneficially		Prior to			After
Name and Address of Beneficial Owner	Owned (1)		Offering			Offering (2)
Cleveland Gary  14664 SW 169th Ave. Indiantown, Fl 34956		200,500,000		87	%		74	%
Officer with Director (1 person):		200,500,000		87	%		74	%

(1)       Includes all shares each director and officer has the right to acquire within sixty days. 

(2)       Assumes that all of the shares being offered are sold, including those of Mr. Gary. 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

To the best of the Company's knowledge, there are no transactions during the Company's last two full fiscal years and the current fiscal year or any currently proposed transaction, involving the issuer, in which: i) the amount involved exceeds the lesser of $120,000 or one percent of the average of the issuer's total assets at year end for its last three fiscal years; and ii) any related person had or will have a direct or indirect material interest. 

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DESCRIPTION OF SECURITIES

Common Stock

We are authorized to issue 700,000,000 shares of common stock, $.0001 par value per share, of which 283,893,944 shares are issued and outstanding. Each outstanding share of common stock is entitled to one vote, either in person or by proxy, on all matters that may be voted upon by their holders at meetings of the stockholders. The Board of Directors may not cause a reverse split of the outstanding common stock of the Company without an affirmative vote of the holders of 50% of the capital stock of the corporation entitled to vote or by the consent of the stockholders. Shares of common stock of the Company may be issued from time to time without prior approval by the stockholders. Common stock may be issued for such consideration as may be fixed from time to time by the Board of Directors. The Board of Directors may issue such shares of common stock in one or more series, with such voting powers, designations, preferences and rights or qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions. 

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

There is a limited trading market for our common stock and an active trading market may not develop, or if developed, may not be sustained. Unless and until a trading market exists, a stockholder in all likelihood will not be able to resell his or her securities should he or she desire to do so. While we will endeavor to have our common stock quoted on the OTCQB, there is no assurance that we will be able to do so. We have no current proposals, arrangements, or understandings with any person with regard to the development of a trading market in our common stock. 

Conflict of Interest

The current officer and director of the Company shall devote full-time to the Company. The policy of the Board is that any personal business or corporate opportunity incurred by an officer or director of the Company must be examined by the Board and turned down by the Board in a timely basis before an officer or director can engage or take advantage of a business opportunity which could result in a conflict of interest. 

None of the following parties has, since the date of incorporation, had any material interest, direct or indirect, in any transaction with the Company or in any presently proposed transaction that has or will materially affect us: 

· The officer and director;  

· Any person proposed as a nominee for election as a director;  

· Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to the outstanding shares of common stock;  

· Any relative or spouse of any of the foregoing persons who have the same house as such person.  

As per the definition of a "promoter", generally defined as anyone involved in the formation of the issuer, Mr. Gary, the incorporator of the Company, would be considered a "promoter." 

The term "promoter" includes: i) any person who, acting alone or in conjunction with one or more persons, directly or indirectly takes initiative in founding and organizing the business or enterprise of an issue; or ii) any person who, in connection with the founding and organizing of the business or enterprise of an issuer, directly or indirectly receives in consideration of services or property, or both services and property, 10 percent or more of any class securities of the issuer or 10 percent or more of the proceeds from the sale of any class of such securities. However,

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a person who receives such securities or proceeds either solely as underwriting commissions or solely in consideration of property shall not be deemed a promoter within the meaning of this paragraph, if such person does not otherwise take part in founding and organizing the enterprise.  

Other than Mr. Gary, there are no promoters being used in relation with this offering. No persons who may, in the future, be considered a promoter will receive or expect to receive any assets, services or other consideration from the Company. No assets will be or are expected to be acquired from any promoter on behalf of the Company. 

Penny Stock Considerations

Our common stock will be deemed to be "penny stock" as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00. Our shares thus will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock. 

Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer or accredited investor must make a special suitability determination regarding the purchaser and must receive the purchaser's written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt. Generally, an individual with a net worth in excess of $1,000,000 or annual income exceeding $250,000 individually or $300,000 together with his or her spouse is considered an accredited investor. In addition, under the penny stock regulations the broker-dealer is required to: 

Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt; 

Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities; 

Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer's account, the account's value and information regarding the limited market in penny stocks; and 

Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction, prior to conducting any penny stock transaction in the customer's account. 

Because of these regulations, broker-dealers may encounter difficulties in their attempt to buy or sell shares of our common stock, which may affect the ability of selling stockholders or other holders to sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our common stock even if our common stock becomes publicly traded. In addition, the liquidity for our common stock may be decreased, with a corresponding decrease in the price of our common stock. Our shares are likely to be subject to such penny stock rules for the foreseeable future. 

Common Stock Currently Outstanding

As of September 18, 2020, all of our currently outstanding shares consist of 283,893,944 shares of restricted common stock.

Holders

As of the date of this registration statement, we had 93 stockholders of record of our common stock. 

Dividends

We have not declared any cash dividends on our common stock since our inception and do not anticipate paying any dividends in the foreseeable future. We plan to retain future earnings, if any, for use in our business. Any decisions

36 

as to future payments of dividends will depend on our earnings and financial position and such other facts, as the Board of Directors deems relevant. 

Reports to Stockholders

We are currently not subject to the information and reporting requirements of the Securities Exchange Act of 1934 but will be following the effectiveness of this registration statement. At that time, we will file all necessary periodic reports, and other information with the SEC. We intend to send annual reports to our stockholders containing audited financial statements. 

Transfer Agent 

Pacific Stock Transfer is the registrar and transfer agent for our Common Stock. 

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our Bylaws, subject to the provisions of the Nevada Revised Statutes, contain provisions which allow the Company to indemnify any person against liabilities and other expenses incurred as the result of defending or administering any pending or anticipated legal issue in connection with service to us if it is determined that person acted in good faith and in a manner which he reasonably believed was in or not opposed to the best interest of the Company. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our director, officer and controlling person, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. 

EXPERTS

Financial Auditors

The consolidated financial statements included in this prospectus and in the registration statement for the fiscal year ended March 31, 2020 and 2019 have been audited by Maughan Sullivan LLC, independent public accountant and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.  

Legal Counsel Providing Legal Opinion  

The validity of the issuance of the shares of common stock will be passed upon for the company by Matthew McMurdo, Esq. Counsel has additionally consented to his opinion being included as an exhibit to this filing. Additionally, counsel has consented to being named in the prospectus.

The legal counsel that passed their opinion on the legality of these securities is:  

McMurdo Law Group, LLC

Matthew McMurdo, Esq. 

1185 Avenue of the Americas, 3^rd Floor 

New York, NY 10036 

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 (File Number 333-255100) under the Securities Act of 1933 regarding the shares of common stock offered hereby. This prospectus does not contain all of the information found in the registration statement, portions of which are omitted as permitted under the rules and regulations of the SEC. For further information regarding us and the securities offered by this prospectus, please

37 

refer to the registration statement, including its exhibits and schedules. Statements made in this prospectus concerning the contents of any contract, agreement or other document filed as an exhibit to the registration statement are summaries of the terms of those documents. The registration statement of which this prospectus forms a part, including its exhibits and schedules, may be inspected and copied at the public reference room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330.

The SEC maintains a web site on the Internet at www.sec.gov. Our registration statement and other information that we file with the SEC are available at the SEC's website. 

We intend to make available to our stockholders annual reports (on Form 10-K) containing our audited consolidated financial statements and make available quarterly reports (on Form 10-Q) containing our unaudited interim consolidated financial information for the first three fiscal quarters of each of our fiscal years. 

If you are a stockholder, you may request a copy of these filings at no cost by contacting us at: 

Ecrid, Inc. 

1320 S Federal Hwy Suite 215

Stuart, Florida 34994 

FINANCIAL STATEMENTS FOR THE FISCAL YEARS ENDED MARCH 31, 2020, 2019 and 2018

ECRID, Inc.

March 31, 2020

Index to the Financial Statements

Contents	Page(s)
Report of Registered Independent Public Accounting Firm
Balance Sheets at March 31, 2020, 2019 and 2018
Statements of Operations for the Years Ended March 31, 2020, 2019 and 2018
Statements of Stockholders’ Equity for the Years Ended March 31, 2020, 2019 and 2018
Statements of Cash Flows for the Years Ended March 31, 2020, 2019 and 2018
Notes to the Financial Statements

F-1 

REPORT OF REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM

To the Board of Directors of ECRID, Inc.:

Opinion on the Financial Statements

We have audited the accompanying balance sheets of ECRID, Inc. (the "Company") as of March 31, 2020, 2019 and 2018, the related statements of operations, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended March 31, 2020, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2020, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the three-year period ended March 31, 2020, in conformity with U.S. generally accepted accounting principles.

Going Concern

The accompanying financials have been prepared assuming the Company will continue as a going concern. As of March 31, 2020, the Company had accumulated losses of approximately $95,921, has not generated revenue, and may experience losses in the near term.  These factors and the need for additional financing in order for the Company to meet its business plan, raise substantial doubt about its ability to continue as a going concern. Management's plan to continue as a going concern is also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ MaughanSullivan LLC

We have served as the Company’s auditor since 2020.

Manchester, VT

July 30, 2020

F-2 

	ECRID, Inc.
	Balance Sheets
	For the Years Ended March 31,
ASSETS	2020			2019			2018
Current assets
Cash	$	—		$	—		$	4,739
Loan receivable from shareholder		67,717			74,064			42,905
Total current assets		67,717			74,064			47,644
TOTAL ASSETS	$	67,717		$	74,064		$	47,644
LIABILITIES & STOCKHOLDERS' EQUITY
Accounts payable	$	15,888		$	—		$	—
Total current liabilities		15,888			—			—
Total liabilities		15,888			—			—
Stockholders' equity
Common stock, par value $0.0001 per share, 700,000,000
shares authorized, 91,586,802, 87,836,802 and 59,666,802 shares issued and outstanding as of March 31, 2020, 2019 and 2018, respectively		9,159			8,784			5,967
Additional paid-in capital		146,391			116,716			66,783
Accumulated deficit		(103,721	)		(51,437	)		(25,106	)
Total stockholders' equity		51,829			74,064			47,644
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	$	67,717		$	74,064		$	47,644
See accompanying notes to financial statements.

F-3 

	ECRID, Inc.
	Statement of Operations
	For the Years Ended March 31,
	2020			2019			2018
Total revenue	$	—		$	—		$	—
Operating expenses:
General and administrative		52,284			26,331			62,185
Total operating expenses		52,284			26,331			62,185
(Loss) income from operations		(52,284	)		(26,331	)		(62,185	)
Other expenses		—			—			—
Net income (loss) before income taxes		(52,284	)		(26,331	)		(62,185	)
Provision for income taxes		—			—			—
Net income (loss)	$	(52,284	)	$	(26,331	)	$	(62,185	)
Loss per common share - Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average common shares outstanding -
Basic and diluted		91,578,251			85,425,507			14,988,432
See accompanying notes to consolidated financial statements.

F-4 

			ECRID, Inc.
			Statement of Changes in Stockholders' Deficit
			For the year ended March 31, 2020
						Additional
	Common Stock					Paid-in			Accumulated			Total
	Shares		Amount			Capital			Deficit			Retained Earnings
Balance at March 31, 2017		676,533,964	$	17,653		$	50,096		$	37,079		$	104,828
Reverse stock split 1:70 adjustment to common stock				(17,653	)	$	17,653						—
Reverse stock split 1:70		9,666,802		966			(966	)					—
				1									1
Common stock issued for investment		50,000,000		5,000			—						5,000
													—
Net Loss										(62,185	)		(62,185	)
													—
Balance at March 31, 2018		59,666,802	$	5,967		$	66,783		$	(25,106	)	$	47,643
Common stock issued to officer		27,500,000		2,750			—						2,750
Common stock issued for investment		670,000		67			49,933						50,000
Net Loss										(26,331	)		(26,331	)
Balance at March 31, 2019		87,836,802	$	8,784		$	116,716		$	(51,437	)	$	74,063
Common stock issued for investment		3,250,000		325			29,675						30,000
Common stock issued for advisory		500,000		50									50
Net Loss										(52,284	)		(52,284	)
Balance at March 31, 2020		91,586,802	$	9,159		$	138,591		$	(103,721	)	$	51,829
See accompanying notes to financial statements.

F-5 

	ECRID Inc.
	Statements of Cash Flow
	For the years ended March 31,
	2020			2019			2018
Cash flows from operating activities
Net loss	$	(52,284	)	$	(26,331	)	$	(62,185	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		—			—			—
Stock issued to officer and advisory		50			2,750			5,000
Receivable from shareholder		6,347			(31,158	)		(38,905	)
Accounts payable and accrued expenses		15,887			—			—
Net cash used in operating activities		(30,000	)		(54,739	)		(96,090	)
Cash flows from investing activities
		—			—			—
Net cash used in investing activities		—			—			—
Cash flows from financing activities
Proceeds from issuance of stock		30,000			50,000			100,000
Net cash provided by financing activities		30,000			50,000			100,000
Net effect of exchange rates changes		—			—			—
Net (decrease) increase in cash		—			(4,739	)		3,910
Cash at the beginning of the year		0			4,739			829
Cash at the end of the year	$	0		$	0		$	4,739
Supplemental disclosures of cash flow information:
Cash paid for interest	$	—		$	—		$	—
Cash paid for income taxes	$	—		$	—		$	—
See accompanying notes to consolidated financial statements.

F-6 

ECRID, INC.

AS OF March 31, 2020

NOTES TO FINANCIAL STATEMENTS

1. Organization, History and Business

DPOLLUTION INTERNATIONAL, INC. (the “Company” formerly Ram Gold & Exploration, Inc.) was incorporated under the laws of the State of Delaware on February 6, 1987 under the name of Shopping at Home Television Network, Inc. In December 1987, the Company changed its name to TV Net, Inc. In February 1989, the Company changed its name to Vegas Chips, Inc. In October 1996, the Company changed its name Skydoor Media and Entertainment, Inc. and then to Ice Holdings, Inc. In 1997, Ice Holdings, Inc. was formed in the State of Nevada and in 1999, Ice Holdings, Inc. (Nevada) merged with Ice Holdings, Inc. (Delaware) with Ice Holdings, Inc. (Nevada) becoming the survivor of the merger. In December 2006, the Company changed its name to Gaia Resources, Inc. and in January 2008, the Company changed its name to Ram Gold & Exploration, Inc. On July 27, 2010, the Company changed its name to Dpollution International, Inc. Since the disposal of the Company’s assets and the cessation of operations, majority control of the Company changed several times between 1995 and 2008. In December 2006, the Company approved a forward stock split of 1.010:1 with the fractional shares rounded to 100 shares. A change in Capitalization was filed on December 1, 2006 from 50 million common shares at $0.001 par value to 210 million shares at $0.0001 par value. The shares were divided into two classes, 200 million common shares authorized, and 10 million preferred shares authorized. There are currently no issued or outstanding preferred shares. In February 2008, the Company approved a reverse stock split of 1:50 with all fractional shares being rounded up to 100 shares. On July 10, 2010, the Company acquired 100% ownership in Dpollution, Inc., a private company operating in Quebec, Canada that owned and controlled technologies for pollution reduction and improved vehicle mileage. The Company liquidated its business in 2013.

F-7 

The DPollution Asset Purchase Agreement was completed July 1, 2017 by ECRID, Inc. FINRA approved ECRID Corporate Action Request on October 13, 2017 at which time there was a reverse stock split (70 to 1). The new stock symbol is ECDD. ECRID’s primary objective going forward is to grow its membership base by offering its services to each of its members to establish or create their own ECRID CREDIT PROFILE (positive trade lines to immediately validate their credit worthiness to ECRID CERTIFIED LENDERS) Home, Car, Retail Credit, Credit Cards, and personal loans.

2. Significant and Critical Accounting Principles and Practices

Basis of Presentation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

Fiscal year

The Company has elected a fiscal year ending on March 31.

Use of Estimates

The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Certain prior period amounts in the consolidated financial statements and accompanying notes have been reclassified to conform to the current period’s presentation.

Cash and Cash Equivalents

Cash equivalents are highly liquid investments with an original maturity of three months or less.

Fair Value of Financial Instruments

For the purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amount of the Company’s short-term financial instruments approximates fair value due to the relatively short period to maturity for these instruments.

Property and Equipment, Net

Currently, the Company does not own any property and equipment. At the time of acquisition of such assets, depreciation will be computed on a straight-line basis over the estimated useful lives. Leasehold improvements will be amortized over the shorter of their economic lives or lease terms.

F-8 

Impairment of Long-Lived Assets

Currently, the Company has no long-lived assets, but it will review the recoverability of its long-lived assets to determine whether events or changes in circumstances occurred that indicate the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the ability to recover the carrying value of the asset from the expected future cash flows of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between the estimated fair value and carrying value. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations.

Revenue Recognition

There were no revenues during the years ended March 31, 2020 and 2019. If the Company has revenues in the future, the Company will adopt the revenue recognition requirements as outlined in Topic 606, Revenue from Contracts with Customers.

Shipping and Handling Costs

The Company accounts for shipping and handling fees in accordance with paragraph 605-45-45-19 of the FASB Accounting Standards Codification. While amounts charged to customers for shipping products are included in revenues, the related costs are classified in cost of revenue as incurred.

Stock-Based Compensation

The Company has no stock-based compensation for the two years ended March 31, 2019 and 2018. The Company will account for stock-based compensation under FASB ASC Topic No. 718 – Compensation – Stock Compensation. The guidance requires recognition in the financial statements of the cost of employee services received in exchange for an award of equity instruments over the period the employee is required to perform the services in exchange for the award (presumptively the vesting period). The guidance also requires measurement of the cost of employee services received in exchange for an award based on the grant-date fair value of the award. The Company accounts for non-employee share-based awards in accordance with guidance related to equity instruments that are issued to other than employees for acquisition, or in conjunction with selling, goods or services.

Income Taxes

The Company has no revenues and no income taxes. When required, income taxes will be accounted for in accordance with the provisions of FASB ASC Topic No. 740 - Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized.

F-9 

Basic and Diluted Net Loss per Common Share

Basic and diluted net loss per share calculations are presented in accordance with FASB ASC Topic No. 260 – Earnings per Share and are calculated on the basis of the weighted average number of common shares outstanding during the period. Diluted per share calculations includes the dilutive effect of common stock equivalents in years with net income. As the Company is in a loss position, any calculation of the dilutive effects of the Company’s convertible securities would reduce the loss per share amount, and, as such, the Company will not perform the calculation.

Fair Value measurements

Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data.

The Company does not have any assets or liabilities measured at fair value on a recurring or a nonrecurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at March 31, 2020.

Reclassification

Certain prior period amounts have been reclassified to conform to current period presentation

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers (Topic 606)." Also referred to as ASC 606, this update replaces existing revenue recognition guidance with a single comprehensive revenue model for entities to use in accounting for revenue arising from contracts with customers. ASC 606 includes a five-step process by which entities recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which an entity expects to be entitled in exchange for those goods or services. This standard also requires enhanced disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.

F-10 

In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)." ASU 2016-02 is intended to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Additionally, the ASU will require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases, including qualitative and quantitative requirements.

In August 2018, the FASB issued ASU 2018-15, "Intangibles—Goodwill and Other Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract." ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The capitalized implementation costs of a hosting arrangement that is a service contract will be expensed over the term of the hosting arrangement. For public business entities, the amendments in this ASU are effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period. The amendments can be applied either retrospectively or prospectively to all implementation costs incurred after the adoption date. The Company does not expect the adoption of ASU 2018-15 will have a material impact on its consolidated financial statements.

No other new accounting pronouncement issued or effective during the fiscal year had, or is expected to have, a material impact on our consolidated financial statements.

3. Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Currently, the Company has no operating history and has incurred operating losses, and as of March 31, 2020, the Company had an accumulated deficit of $95,921 and $0 in cash. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management believes that the Company’s Capital requirements will depend on many factors, including the success of the Company’s development efforts and its efforts to raise capital. Management also believes the Company needs to raise additional capital for working capital purposes. There is no assurance that such financing will be available in the future. The conditions described above raise substantial doubt about the ability to continue as a going concern. The financial statements of Company do not include any adjustments relating to the recoverability and classification of recoded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

In December 2019, a novel strain of coronavirus, COVID-19, surfaced in Wuhan, China. This virus continues to spread around the world, resulting in business and social disruption.  The coronavirus was declared a Public Health Emergency of International Concern by the World Health Organization on January 30, 2020.  The operations and business results of the company could be materially adversely affected. The extent to which the coronavirus may impact business activity or results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and the actions required to contain the coronavirus or treat its impact, among others.

F-11 

4. Stockholders’ Equity

Common Stock The holders of the Company’s common stock are entitled to one vote per share of common stock held. A controlling interest was purchased on June 14, 2017. As of March 31, 2020, the Company had 91,336,802 common shares issued and outstanding after the reverse split of 70 shares to one share.

5. Related Party Transactions

Loans from shareholders

A shareholder has made certain loans to the Company for operations and has received certain distributions from the Company. The receivable due from the shareholder as of March 31, 2020 and 2019 was $67,717 and $74,043, respectively.

6. Commitments and Contingencies

The Company has no commitments, litigation or other contingencies.

7. Credit Risk

The Company has not experienced losses on any concentration of credit risk that consist primarily of cash and cash equivalents. Management believes that the Company is not exposed to significant risks on such accounts.

8. Income tax provision

The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the Company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740.

If applicable, interest costs related to the unrecognized tax benefits are required to be calculated and would be classified as “Other expenses – Interest expense” in the statement of operations. Penalties would be recognized as a component of “General and administrative.”

No material interest or penalties on unpaid tax were recorded during the years ended March 31, 2020 and 2019, respectively. As of March 31, 2020 and 2019, no liability for unrecognized tax benefits was required to be reported. The Company does not expect any significant changes in its unrecognized tax benefits in the next year.

Components of deferred tax assets are as follows:	2020			2019
Expected income tax benefits from NOL carry-forwards	$	95,291		$	43,057
Less valuation allowance		(95,291	)		(43,057	)
Deferred tax assets, net	$	—		$	—

F-12 

Income tax provision in the Statements of Operation

A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:

	2020			2019
Federal statutory income tax rate		21	%		21	%
Change in valuation allowance		(21	%)		(21	%)
Effective tax rate		0	%		0	%

9. Subsequent Events

Subsequent events have been evaluated through July 30, 2020, the date these financial statements were available to be released, and noted no other events requiring disclosures.

The Company issued 139,557,142 shares of common stock to certain persons and the CEO.

The CEO paid $25,000 against the due from shareholder account.

In December 2019, a novel strain of coronavirus, COVID-19, surfaced in Wuhan, China. This virus continues to spread around the world, resulting in business and social disruption.  The coronavirus was declared a Public Health Emergency of International Concern by the World Health Organization on January 30, 2020.  The operations and business results of the company could be materially adversely affected. The extent to which the coronavirus may impact business activity or results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and the actions required to contain the coronavirus or treat its impact, among others.

F-13 

FINANCIAL STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 2020 and 2019 (UNAUDITED)

ECRID, Inc.

December 31, 2020

Index to the Condensed Unaudited Financial Statements

Contents	Page(s)
Condensed Balance Sheets at December 31, 2020 (unaudited) and March 31, 2020
Condensed Statements of Operations for the Three and Nine Months Ended December 31, 2020 and 2019 (unaudited)
Condensed Statements of Stockholders’ Equity for the Three and Nine Months Ended December 31, 2020 and 2019 (unaudited)
Condensed Statements of Cash Flows for the Nine Months Ended December 31, 2020 and 2019 (Unaudited)
Notes to the Condensed Financial Statements (unaudited)

F-14 

	ECRID, Inc.
	Condensed Balance Sheets
			December 31,			March 31,
			2020			2020
			(unaudited)
ASSETS
Current assets
Cash		$	—		$	—
Loan receivable from shareholder			49,567			67,717
Stock subscriptions receivable						—
Total current assets			49,567			67,717
TOTAL ASSETS			49,567		$	67,717
LIABILITIES & STOCKHOLDERS' EQUITY
Accounts payable		$	—		$	15,888
Total current liabilities			—			15,888
Total liabilities			—			15,888
Stockholders' equity
Common stock, par value $0.0001 per share, 700,000,000
shares authorized, 230,943,944 and 91,586,802 shares issued and
outstanding as of December 31, 2020 and March 31, 2020, respectively			23,094			9,159
Additional paid-in capital			146,391			146,391
Accumulated deficit			(119,918	)		(103,721	)
Total stockholders' deficit			49,567			51,829
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY		$	49,567		$	67,717
See accompanying notes to the condensed unaudited financial statements.

F-15 

Ecrid, Inc.
Statements of Operations
	For the Three Months Ended				For the Nine Months Ended
	December 31,		December 31,		December 31,			December 31,
	2020		2019		2020			2019
	(unaudited)		(unaudited)		(unaudited)			(unaudited)
Total revenue	$	—	$	—	$	—		$	—
Operating expenses:
General and administrative		—		—		16,197			52,284
Total operating expenses		—		—		16,197			52,284
(Loss) income from operations		—		—		(16,197	)		(52,284	)
Other expenses		—		—		—			—
Net income (loss) before income taxes		—		—		(16,197	)		(52,284	)
Provision for income taxes		—		—		—			—
Net income (loss)	$	—	$	—	$	(16,197	)	$	(52,284	)
Loss per common share - Basic and diluted	$	—	$	—	$	(0.00	)	$	(0.00	)
Weighted average common shares outstanding -
Basic and diluted		137,676,293		9,158,251		137,676,293			91,578,251
See accompanying notes to the condensed unaudited financial statements.

F-16 

			Ecrid, Inc.
			Condensed Statements of Stockholders' Equity
					(unaudited)
					Additional					Total
	Common Stock				Paid-in		Accumulated			Retained
	Shares		Amount		Capital		Deficit			Earnings
For the Three Months Ended December 31, 2020
Balance at September 30, 2020		283,893,944	$	23,094	$	146,391	$	(119,918	)	$	49,567
Net loss								—			—
Balance at December 31, 2020		283,893,944	$	23,094	$	146,391	$	(119,918	)	$	49,567
For the Three Months Ended December 31, 2019
Balance at September 30, 2019		91,586,802	$	9,159	$	138,591	$	(103,721	)	$	51,829
Net loss								—			—
Balance at December 31, 2020		91,586,802	$	9,159	$	138,591	$	(103,721	)	$	51,829
For the Nine Months Ended December 31, 2020
Balance at March 31, 2020		91,586,802	$	9,159	$	146,391	$	(103,721	)	$	51,829
Common stock issued to officer		115,857,142		11,586							11,586
Common stock issued to advisory		23,500,000		2,350							2,350
											—
Net loss								(16,197	)		(16,197	)
Balance at December 31, 2020		283,893,944	$	23,095	$	146,391	$	(119,918	)	$	49,567
For the Nine Months Ended December 31, 2019
Balance at March 31, 2019		87,836,802	$	8,784	$	116,716	$	(51,427	)	$	74,064
Common stock issued for investment		3,250,000		325		29,675					30,000
Common stock issued to advisory		500,000		50							50
											—
Net loss								(52,284	)		(52,284	)
Balance at December 31, 2019		91,586,802	$	9,159	$	146,391	$	(103,721	)	$	51,829
See accompanying notes to condensed unaudited financial statements.

F-17 

	Ecrid, Inc. Statements of Cash Flow
	For the Nine Months Ended December 31,
		2020			2019
		(unaudited)			(unaudited)
Cash flows from operating activities
Net loss	$	(16,197	)	$	(52,284	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock issued to officer and advisory		13,935			36,899
Depreciation and amortization		—			—
Receivable from shareholder		18,150			(503	)
Accounts payable and accrued expenses		(15,888	)		15,888
Notes payable to shareholders
Net cash used in operating activities		—			—
Cash flows from investing activities
		—			—
Net cash used in investing activities		—			—
Cash flows from financing activities
		—			—
Net cash provided by financing activities		—			—
Net effect of exchange rates changes		—			—
Net (decrease) increase in cash		—			—
Cash at the beginning of the period		—			—
Cash at the end of the period	$	—		$	—
Supplemental disclosures of cash flow information:
Cash paid for interest	$	—		$	—
Cash paid for income taxes	$	—		$	—
See accompanying notes to condensed unaudited financial statements.

F-18 

ECRID, INC.

AS OF December 31, 2020

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

1. Organization, History and Business

DPOLLUTION INTERNATIONAL, INC. (the “Company” formerly Ram Gold & Exploration, Inc.) was incorporated under the laws of the State of Delaware on February 6, 1987 under the name of Shopping at Home Television Network, Inc. In December 1987, the Company changed its name to TV Net, Inc. In February 1989, the Company changed its name to Vegas Chips, Inc. In October 1996, the Company changed its name Skydoor Media and Entertainment, Inc. and then to Ice Holdings, Inc. In 1997, Ice Holdings, Inc. was formed in the State of Nevada and in 1999, Ice Holdings, Inc. (Nevada) merged with Ice Holdings, Inc. (Delaware) with Ice Holdings, Inc. (Nevada) becoming the survivor of the merger. In December 2006, the Company changed its name to Gaia Resources, Inc. and in January 2008, the Company changed its name to Ram Gold & Exploration, Inc. On July 27, 2010, the Company changed its name to Dpollution International, Inc. Since the disposal of the Company’s assets and the cessation of operations, majority control of the Company changed several times between 1995 and 2008. In December 2006, the Company approved a forward stock split of 1.010:1 with the fractional shares rounded to 100 shares. A change in Capitalization was filed on December 1, 2006 from 50 million common shares at $0.001 par value to 210 million shares at $0.0001 par value. The shares were divided into two classes, 200 million common shares authorized, and 10 million preferred shares authorized. There are currently no issued or outstanding preferred shares. In February 2008, the Company approved a reverse stock split of 1:50 with all fractional shares being rounded up to 100 shares. On July 10, 2010, the Company acquired 100% ownership in Dpollution, Inc., a private company operating in Quebec, Canada that owned and controlled technologies for pollution reduction and improved vehicle mileage. The Company liquidated its business in 2013.

The DPollution Asset Purchase Agreement was completed July 1, 2017 by ECRID, Inc. FINRA approved ECRID Corporate Action Request on October 13, 2017 at which time there was a reverse stock split (70 to 1). The new stock symbol is ECDD. ECRID’s primary objective going forward is to grow its membership base by offering its services to each of its members to establish or create their own ECRID CREDIT PROFILE

F-19 

(positive trade lines to immediately validate their credit worthiness to ECRID CERTIFIED LENDERS) Home, Car, Retail Credit, Credit Cards, and personal loans.

2. Significant and Critical Accounting Principles and Practices

Basis of Presentation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

Fiscal year

The Company has elected a fiscal year ending on March 31.

Use of Estimates

The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Certain prior period amounts in the consolidated financial statements and accompanying notes have been reclassified to conform to the current period’s presentation.

Cash and Cash Equivalents

Cash equivalents are highly liquid investments with an original maturity of three months or less.

Fair Value of Financial Instruments

For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amount of the Company’s short-term financial instruments approximates fair value due to the relatively short period to maturity for these instruments.

Property and Equipment, Net

Currently, the Company does not own any property and equipment. At the time of acquisition of such assets, depreciation will be computed on a straight-line basis over the estimated useful lives. Leasehold improvements will be amortized over the shorter of their economic lives or lease terms.

Impairment of Long-Lived Assets

Currently, the Company has no long-lived assets, but it will review the recoverability of its long-lived assets to determine whether events or changes in circumstances occurred that indicate the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the ability to recover the carrying value of the asset from the expected future cash flows of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between the estimated fair value and carrying value. The measurement of impairment requires

F-20 

management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations.

Revenue Recognition

There were no revenues during the nine months ended December 31, 2020 and 2019. If the Company has revenues in the future, the Company will adopt the revenue recognition requirements as outlined in Topic 606, Revenue from Contracts with Customers.

Shipping and Handling Costs

The Company accounts for shipping and handling fees in accordance with paragraph 605-45-45-19 of the FASB Accounting Standards Codification. While amounts charged to customers for shipping products are included in revenues, the related costs are classified in cost of revenue as incurred.

Stock-Based Compensation

The Company has no stock-based compensation for the nine months ended December 31, 2020 and 2019. The Company will account for stock-based compensation under FASB ASC Topic No. 718 – Compensation – Stock Compensation. The guidance requires recognition in the financial statements of the cost of employee services received in exchange for an award of equity instruments over the period the employee is required to perform the services in exchange for the award (presumptively the vesting period). The guidance also requires measurement of the cost of employee services received in exchange for an award based on the grant-date fair value of the award. The Company accounts for non-employee share-based awards in accordance with guidance related to equity instruments that are issued to other than employees for acquisition, or in conjunction with selling, goods or services.

Income Taxes

The Company has no revenues and no income taxes. When required, income taxes will be accounted for in accordance with the provisions of FASB ASC Topic No. 740 - Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized.

Basic and Diluted Net Loss per Common Share

Basic and diluted net loss per share calculations are presented in accordance with FASB ASC Topic No. 260 – Earnings per Share and are calculated on the basis of the weighted average number of common shares outstanding during the period. Diluted per share calculations includes the dilutive effect of common stock equivalents in years with net income. As the Company is in a loss position, any calculation of the dilutive effects of the Company’s convertible securities would reduce the loss per share amount, and, as such, the Company will not perform the calculation.

F-21 

Fair Value measurements

Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data.

The Company does not have any assets or liabilities measured at fair value on a recurring or a nonrecurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at December 31, 2020.

Reclassification

Certain prior period amounts have been reclassified to conform to current period presentation.

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers (Topic 606)." Also referred to as ASC 606, this update replaces existing revenue recognition guidance with a single comprehensive revenue model for entities to use in accounting for revenue arising from contracts with customers. ASC 606 includes a five-step process by which entities recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which an entity expects to be entitled in exchange for those goods or services. This standard also requires enhanced disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.

In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)." ASU 2016-02 is intended to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Additionally, the ASU will require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases, including qualitative and quantitative requirements.

In August 2018, the FASB issued ASU 2018-15, "Intangibles—Goodwill and Other Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract." ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The capitalized implementation costs of a hosting arrangement that is a service contract will be expensed over the term

F-22 

of the hosting arrangement. For public business entities, the amendments in this ASU are effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period. The amendments can be applied either retrospectively or prospectively to all implementation costs incurred after the adoption date. The Company does not expect the adoption of ASU 2018-15 will have a material impact on its consolidated financial statements.

No other new accounting pronouncement issued or effective during the fiscal year had, or is expected to have, a material impact on our consolidated financial statements.

3. Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Currently, the Company has no operating history and has incurred operating losses, and as of December 31, 2020, the Company had an accumulated deficit of $119,918 and $0 in cash. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management believes that the Company’s Capital requirements will depend on many factors, including the success of the Company’s development efforts and its efforts to raise capital. Management also believes the Company needs to raise additional capital for working capital purposes. There is no assurance that such financing will be available in the future. The conditions described above raise substantial doubt about the ability to continue as a going concern. The financial statements of Company do not include any adjustments relating to the recoverability and classification of recoded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

In December 2019, a novel strain of coronavirus, COVID-19, spread globally. This virus continues to spread around the world, resulting in business and social disruption.  The coronavirus was declared a Public Health Emergency of International Concern by the World Health Organization on January 30, 2020.  The operations and business results of the company could be materially adversely affected. The extent to which the coronavirus may impact business activity or results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and the actions required to contain the coronavirus or treat its impact, among others.

4. Stockholders’ Equity

Common Stock The holders of the Company’s common stock are entitled to one vote per share of common stock held. A controlling interest was purchased on June 14, 2017. As of December 31, 2020, the Company had 283,893,944 common shares issued and outstanding after the reverse split of 70 shares to one share.

5. Related Party Transactions

Loans from shareholders

The sole officer of the Company has made certain loans to the Company for operations and working capital. He has received distributions from the Company from investment funds. The receivable due from the shareholder as of December 31, 2020 and March 31, 2020 was $49,567 and $67,717, respectively.

F-23 

6. Commitments and Contingencies

The Company has no commitments, litigation or other contingencies.

7. Credit Risk

The Company has not experienced losses on any concentration of credit risk that consist primarily of cash and cash equivalents. Management believes that the Company is not exposed to significant risks on such accounts.

8. Income tax provision

The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the Company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740.

If applicable, interest costs related to the unrecognized tax benefits are required to be calculated and would be classified as “Other expenses – Interest expense” in the statement of operations. Penalties would be recognized as a component of “General and administrative.”

No material interest or penalties on unpaid tax were recorded during the nine months ended December 31, 2020 and 2019, respectively. As of June 30, 2020, no liability for unrecognized tax benefits was required to be reported. The Company does not expect any significant changes in its unrecognized tax benefits in the next year.

Components of deferred tax assets are as follows:	December 30, 2020			March 31, 2020
Expected income tax benefits from NOL carry-forwards	$	119,918		$	103,671
Less valuation allowance		(119,918	)		(103,671	)
Deferred tax assets, net	$	—		$	—

Income tax provision in the Statements of Operation

A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:

Federal statutory income tax rate	21	%	21	%
Change in valuation allowance	(21	%)	(21	%)
Effective tax rate	0	%	0	%

F-24 

9. Subsequent Events

Subsequent events have been evaluated through May ___, 2021, the date these financial statements were available to be released, and noted no other events requiring disclosures.

The COVID-19 virus continues to spread around the world, resulting in business and social disruption.  The coronavirus was declared a Public Health Emergency of International Concern by the World Health Organization on January 30, 2020.  The operations and business results of the company could be materially adversely affected. The extent to which the coronavirus may impact business activity or results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and the actions required to contain the coronavirus or treat its impact, among others.

F-25 

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES 

Below is a chart of all the unregistered shareholder who purchased shares since inception.

The chart provides detail on the sales price of the security, person purchasing the security, the date and amount of the security. 

None	Investors	Shares	Date Purchased	Price	Restricted Common
1.	Timothy Hasey	1,000,000 Shares	02/17/2021	$.03	YES
2.	Ron Hargrove	300,000 Shares	03/02/2021	$.10	YES
3.	Robert Hooper	75,000 Shares	03/05/2021	$.10	YES
4.	Sterling Collins	500,000 Shares	03/13/2021	$.10	YES
5.	Robert Swapceinski	100,000 Shares	03/06/2021	$.10	YES
6.	John & Tammara Wolters	200,000 Shares	03/02/2021	$.10	YES
7.	Clarke Winkler	200,000 Shares	03/10/2021	$.10	YES
8.	Clyde Bianchi	200,000 Shares	03/02/2021	$.10	YES
9.	Dave Alridge	150,000 Shares	03/05/2021	$.10	YES
10.	Michael McGregor	75,000 Shares	03/19/2021	$.10	YES
11.	Samuel Rosenblatt	100,000 Shares	03/18/2021	$.10	YES
12.	Jamie Bannon	50,000 Shares	03/23/2021	$.10	YES
13.	Wong Hang Nga	500,000 Shares	03/21/2021	$.10	YES

F-26 

ITEM 16. EXHIBITS 

3.1	Articles of Incorporation for Ecrid, Inc.
3.2	By-Laws of Ecrid, Inc.
5.1	Opinion of McMurdo Law Group, LLC, legal counsel.
23.1	Consent of MaughanSullivan LLC
23.2	Consent of McMurdo Law Group, LLC (included in Exhibit 5.1)
99.1	Subscription Agreement

____________ 

F-27 

ITEM 17. UNDERTAKINGS  

UNDERTAKINGS

The Registrant undertakes: 

1. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to the director, officer and controlling person of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 

The Registrant is registering securities under Rule 415 of the Securities Act and hereby undertakes: 

1. To file, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to: 

(i)  Include any prospectus required by Section 10(a)(3) of the Securities Act; 

(ii)  Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospects filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. 

(iii)  Include any additional or changed material information on the plan of distribution. 

2. That, for the purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 

4. The undersigned Registrant hereby undertakes that: 

F-28 

A. For determining liability of the undersigned issuer under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned issuer undertakes that in a primary offering of securities of the undersigned issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: 

i.  Any preliminary prospectus or prospectus of the undersigned issuer relating to the offering required to be filed pursuant to Rule 424; 

ii.  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned issuer or used or referred to by the undersigned issuer;

iii.  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned issuer or its securities provided by or on behalf of the undersigned issuer; and 

iv.  Any other communication that is an offer in the offering made by the undersigned issuer to the purchaser. 

B. That for the purpose of determining liability under the Securities Act to any purchaser: 

Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. 

"Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to the director, officer and controlling person of the issuer pursuant to the foregoing provisions, or otherwise, the issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable." 

In the event that a claim for indemnification against such liabilities (other than the payment by the issuer of expenses incurred or paid by a director, officer or controlling person of the issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the issuer will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 

F-29 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized in Stuart, Florida on June 23, 2021.

ECRID , INC.
By:	/s/ Cleveland Gary
	Cleveland Gary, President, Treasurer, Secretary and Director

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated. 

Dated: June 23, 2021	By:	/s/ Cleveland Gary
		Cleveland Gary, President, Treasurer, Secretary and Director
		Principal Executive Officer  Principal Financial Officer  Principal Accounting Officer

EX-5.1

Exhibit 5.1

MCMURDO LAW GROUP, LLC Matthew C. McMurdo | 917 318 2865 | matt@nannaronelaw.com         1185 Avenue of the Americas 3^rd Floor New York, NY 10036  

June 23, 2021

Ecrid, Inc.

1320 S Federal Hwy Suite 215

Stuart, FL 34994

Re: Registration Statement on Form S-1/A

Ladies and Gentlemen:

I am counsel for Ecrid, Inc., a Nevada corporation (the “Company”), in connection with the proposed public offering (i) by the Company of up to 40,000,000 shares of the common stock, $0.0001 par value per share (“Common Stock”), of the Company under the Securities Act of 1933, as amended, and (ii) by certain selling shareholders (the “Selling Shareholders”) of up to 10,000,000 shares of Common Stock, through a Registration Statement on Form S-1/A (the “Registration Statement”) as to which this opinion is a part, to be filed with the Securities and Exchange Commission on or about June 11, 2021.

In connection with rendering my opinion as set forth below, I have reviewed and examined originals or copies identified to my satisfaction of the following:

(1) Articles of Incorporation, of the Company as filed with the Secretary of State of Nevada;

(2) By-laws of the Company;

(3) Corporate minutes containing the written resolutions of the Board of Directors of the Company;

(4) The Registration Statement and the prospectus contained within the Registration Statement; and

(5) The other exhibits of the Registration Statement.

I have examined such other documents and records, instruments and certificates of public officials, officers and representatives of the Company, and have made such other investigations as I have deemed necessary or appropriate under the circumstances.

In my examination, I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to me as original documents and the conformity to original documents of all documents submitted to me as certified, conformed, facsimile, electronic or photostatic copies. I have relied upon the statements contained in the Registration Statement and certificates of officers of the Company, and I have made no independent investigation with regard thereto. 

Based upon the foregoing and in reliance thereon, it is my opinion that (i) the 40,000,000 shares of Common Stock being offered by the Company will be legally, issued, fully paid and non-assessable when issued, pursuant to the laws of the State of Nevada and the laws of the United States of America, and (ii) the

McMurdo Law Group, LLC

New York

10,000,000 shares of Common Stock being offered by the Selling Shareholders under the Registration Statement, are legally issued, fully paid and non-assessable pursuant to the laws of the State of Nevada and the laws of the United States of America.

I hereby consent to this opinion being included as an exhibit to the Registration Statement and to the use of my name under the caption “EXPERTS” in the prospectus constituting a part thereof.

MCMURDO LAW GROUP, LLC

/s/ Matthew McMurdo, Esq.

Matthew McMurdo, Esq.

EX-23.1

Exhibit 23.1

CONSENT OF REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM

June 23, 2021

Board of Directors of Ecrid, Inc.:

We hereby consent to the inclusion in the Offering Circular filed under Form S-1of our report dated July 30, 2020, with respect to the balance sheets of Ecrid, Inc. as of March 31, 2020, 2019 and 2018 and the related statements of operations, shareholders’ equity and cash flows for the fiscal year periods thus ended and the related notes to the financial statements.

Manchester, VT

June 23, 2021

EX-3.2

Exhibit 3.2

BYLAWS OF

ECRID,INCORPORATED

ARTICLE I - BUSINESS AND PURPOSE

The Corporation is established to engage in any lawful business or enterprise. By way of example and without limitation the Corporation may engage in any lawful business.

In the performance of its business, the Corporation shall have all powers granted by the general Corporation laws of the state of Nevada. Specifically, and without limitation, the Corporation shall have the power to engage generally in any and all phases of the business of owning, holding, managing, controlling, acquiring, purchasing, disposing of, or otherwise dealing in or with any interest or rights in any real or personal property. The foregoing shall include but is not limited to the power to invest and trade in the securities markets including without limitation the right to buy, sell, trade, barter, or otherwise exchange, acquire, and dispose of stocks, bonds, commodities, futures, options, puts, calls (including naked puts and calls), or other vehicles of public or private companies, mutual funds, or other entities, whether such be for the Corporation's own account or on the account of a customer or client of the Corporation; where the Corporation engages in such activities on behalf of a client or customer, said transactions may be conducted through banking or brokerage accounts in the Corporation's own name or in the name of said client or customer. The business and purpose shall include the conducting and engaging in such activities as is necessary or useful in connection with the foregoing.

ARTICLE II - OFFICES

The registered office of the Corporation shall be located in the city of Detroit, in the State of

Nevada. The Corporation may also maintain offices at such other places within or outside of the State of Nevada, as the Board of Directors may, from time to time, determine or deem necessary.

ARTICLE III - MEETING OF SHAREHOLDERS

ANNUAL MEETINGS:

The annual meeting of the shareholders of the Corporation shall be held in June of each year at such date, time, and location as shall be determined, from time to time, by the Directors.

SPECIAL MEETINGS:

Special meetings of the shareholders may be called by the Board of Directors or President of the Corporation and shall be held at such date, time, and location as shall be determined, from time to time, by the Board of Directors or officer calling said meeting.

PLACE OF MEETINGS:

Meetings of shareholders shall be held at the registered office of the Corporation, or at such other places, within or outside the State of Nevada as the Directors may from time to time fix. If no designation is made, the meeting shall be held at the Corporation's registered office in the State of Nevada.

NOTICE OF MEETINGS:

Written or printed notice of each meeting of shareholders, whether annual or special, signed by the President, Vice President, or Secretary, stating the time when and place where it is to be held, as well as the purpose or purposes for which the meeting is called shall be served either personally, by mail or by electronic communication including, but not limited to, electronic mail by or at the direction of the President, the Secretary, or the officer or the person calling the meeting, not less than 30 nor more than 60 days before the date of the meeting, unless the lapse of the prescribed time shall have been waived before or after the taking of such action, upon each shareholder of record entitled to vote at such meeting, and to any other shareholder to whom the giving of notice may be required by law. If mailed, such notice shall be deemed to be given when deposited in the United States mail, addressed to the shareholder as it appears on the share transfer records of the Corporation or to the current address, which a shareholder has delivered to the Corporation in a written notice.

Further notice of an annual or special meeting to a shareholder is not required under the following circumstances

- when notice of two consecutive annual or special meetings, and all notices of meetings or of the taking of action by written consent without a meeting of the shareholder during the period between those two consecutive annual meetings; or

- all, and at least two payments sent by first-class mail of dividends or interest on securities during a 12-month period

have been mailed addressed to him or her at his or her address as shown on the records of the Corporation and have been returned undeliverable.

QUORUM:

Except as otherwise provided herein, or by law, or in the Articles of Incorporation (such Articles and any amendments thereof being hereinafter collectively referred to as the "Articles of Incorporation"), a quorum shall be present at all meetings of shareholders of the Corporation, if the holders of a majority of the shares entitled to vote on that matter are represented at the meeting in person or by proxy.

The subsequent withdrawal of any shareholder from the meeting, after the commencement of a meeting, or the refusal of any shareholder represented in person or by proxy to vote, shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.

Despite the absence of a quorum at any meeting of shareholders, the shareholders present may adjourn the meeting.

VOTING AND ACTING:

Except as otherwise provided by law, the Articles of Incorporation, or these Bylaws, any corporate action, the affirmative vote of the majority of shares entitled to vote on that matter and represented either in person or by proxy at a meeting of shareholders at which a quorum is present, shall be the act of the shareholders of the Corporation.

Except as otherwise provided by statute, the Certificate of Incorporation, or these Bylaws, at each meeting of shareholders, each shareholder of the Corporation entitled to vote thereat, shall be entitled to one vote for each share registered in his/her name on the books of the Corporation.

Where appropriate communication facilities are reasonably available, any or all shareholders shall have the right to participate in any shareholders' meeting, by means of conference telephone or any means of communications by which all persons participating in the meeting are able to hear each other.

PROXIES:

Each shareholder entitled to vote or to express consent or dissent without a meeting, may do so either in person or by proxy, so long as such proxy is executed in writing by the shareholder himself, his/her authorized officer, director, employee, or agent, or by causing the signature of the stockholder to be affixed to the writing by any reasonable means, including, but not limited to, a facsimile signature, or by his/her attorney-in-fact annexed thereto and duly authorized in writing. Every proxy shall be revocable at will unless the proxy conspicuously states that it is irrevocable and the proxy is coupled with an interest. A telegram, telex, cablegram, or similar transmission by the shareholder, or a photographic, photo static, or facsimile, shall be treated as a valid proxy, and treated as a substitution of the original proxy, so long as such transmission is a complete reproduction executed by the shareholder. If it is determined that the telegram, cablegram or other electronic transmission is valid, the persons appointed by the Corporation to count the votes of shareholders and determine the validity of proxies and ballots or other persons making those determinations must specify the information upon which they relied. No proxy shall be valid after the expiration of six months from the date of its execution, unless otherwise provided in the proxy. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the records of the Corporation. If any shareholder designates two or more persons to act as proxies, a majority of those persons present at the meeting, or, if one is present, then that one has and may exercise all of the powers conferred by the shareholder upon all of the persons so designated unless the shareholder provides otherwise.

ACTION WITHOUT A MEETING:

Unless otherwise provided for in the Articles of Incorporation, any action to be taken at any annual or special shareholders' meeting, may be taken without a meeting, without prior notice, and without a vote if written consents are signed by a majority of the shareholders of the Corporation, except, however, if a different proportion of voting power is required by law, the Articles of Incorporation, or these Bylaws, and that proportion of written consent that is required. Such written consents must be filed with the minutes of the proceedings of the shareholders of the Corporation. Any meeting required or authorized to be held by these articles may be conducted by means of a telephone conference, or similar method of communication by which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this/her section constitutes presence in person at the meeting.

ARTICLE IV - BOARD OF DIRECTORS

NUMBER, TERM, ELECTION AND QUALIFICATIONS:

The Board of Directors or shareholders all have the power, in the interim between annual and special meetings of the shareholders, to increase or decrease the number of Directors of the Corporation. A Director need not be a shareholder of the Corporation unless the Certificate of Incorporation of the Corporation or these Bylaws so require.

Except as may otherwise be provided herein or in the Articles of Incorporation, the members of the Board of Directors of the Corporation shall be elected at the first annual shareholders' meeting and at each annual meeting thereafter, unless their terms are staggered in the Articles of Incorporation of the Corporation or these Bylaws, by a plurality of the votes cast at a meeting of shareholders, by the holders of shares entitled to vote in the election.

The first Board of Directors shall hold office until the first annual meeting of shareholders and until their successors have been duly elected and qualified or until there is a decrease in the number of Directors. Thereafter, Directors will be elected at the annual meeting of shareholders and shall hold office until the annual meeting of the shareholders next succeeding his/her election, unless their terms are staggered in the Articles of Incorporation of the Corporation (so long as at least one-fourth (¼) in number of the Directors of the Corporation are elected at each annual shareholders' meeting) or these Bylaws, or until his/her prior death, resignation or removal. Any Director may resign at any time upon written notice of such resignation to the Corporation.

All Directors of the Corporation shall have equal voting power unless the Articles of Incorporation of the Corporation provide that the voting power of individual Directors or classes of Directors are greater than or less than that of any other individual Directors or classes of Directors, and the different voting powers may be stated in the Articles of Incorporation or may be dependent upon any fact or event that may be ascertained outside the Articles of Incorporation if the manner in which the fact or event may operate on those voting powers is stated in the Articles of Incorporation. If the Articles of Incorporation provide that any Directors have voting power greater than or less than other Directors of the Corporation, every reference in these Bylaws to a majority or other proportion of Directors shall be deemed to refer to majority or other proportion of the voting power of all the Directors or classes of Directors, as may be required by the Articles of Incorporation.

DUTIES AND POWERS:

The Board of Directors shall be responsible for the control and management of the business and affairs, property, and interests of the Corporation, and may exercise all powers of the Corporation, except such as those stated under Nevada state law, in the Articles of Incorporation or by these Bylaws expressly conferred upon or reserved to the shareholders or any other person or persons named therein. The board shall be responsible for making all major and significant legal, tax, and financial decisions including, but not limited, to the following:

- Opening bank and brokerage accounts and establishing lines of credit, margin accounts, and other borrowing authority;

- Establishing written employment agreements and contractor agreements for a duration in excess of 1 year(s), or where the amount to be paid hereunder exceeds $5,000.00 or where any portion of the compensation is based in any manner upon the Corporation's profitability or financial performance;

- Amendments to the Articles of Incorporation or Bylaws;

- Shareholder agreement, voting trusts, or proxies to which the Corporation is a party;

- Tax elections, including but not limited to the election for Internal Revenue Code (IRC) sub-chapter S §475, or otherwise;

- The purchase or sale of a business or significant interest therein;

- The purchase, sale, lease, or donation of property (real or personal, tangible or intangible) used in the operation of the business, including but not limited to office buildings/space, computer systems, vehicles, patents, trademarks, or copyrights;

- Reorganizations, mergers, and acquisitions;

- Loans, refinancing, and issuance of bonds;

- Declaration of dividends; stock splits; stock issuance; redemption or retirement of corporate shares;

- Liquidation or dissolution of the Corporation;

- The establishment, termination, increase, or decrease in employee benefit plans including but not limited to pension and profit sharing plans; life, health medical, and dental insurance plans; child care plans; educational plans; or others;

- The initiation, defense, settlement, compromise, or termination of lawsuits and claims;

- Indemnification of Directors, Officers, or others;

- Change of Registered Agent or Registered Office;

- Filling vacancies on the Board of Directors or Officers;

- Establishing and terminating committees; appointing and removing members from committees;

- Salary and compensation matters pertaining to corporate officers;Ratification of prior corporate acts by Directors and Officers.

REGULAR MEETINGS; NOTICE:

A regular meeting of the Board of Directors shall be held either within or outside the State of Nevada at such time and at such place as the Board shall fix.

No notice shall be required of any regular meeting of the Board of Directors and, if given, need not specify the purpose of the meeting; provided, however, that in case the Board of Directors shall fix or change the time or place of any regular meeting when such time and place was fixed before such change, notice of such action shall be given to each director who shall not have been present at the meeting at which such action was taken within the time limited, and in the manner set forth in these Bylaws with respect to special meetings, unless such notice shall be waived in the manner set forth in these Bylaws.

SPECIAL MEETINGS; NOTICE:

Special meetings of the Board of Directors shall be held at such time and place as may be specified in the respective notices or waivers of notice thereof.

Except as otherwise required by statute, written notice of special meetings shall be mailed directly to each Director, addressed to him at his/her residence or usual place of business, or delivered orally, with sufficient time for the convenient assembly of Directors thereat, or shall be sent to him at such place by telegram, facsimile or email, or shall be delivered to him personally not later than the day before the day on which the meeting is to be held. If mailed, the notice of any special meeting shall be deemed to be delivered on the second day after it is deposited in the United States mail, so addressed, with postage prepaid. If notice is given by telegram, it shall be deemed to be delivered when the telegram is delivered to the telegraph company. A notice, or waiver of notice, except as required by these Bylaws, need not specify the business to be transacted at or the purpose or purposes of the meeting.

Notice of any special meeting shall not be required to be given to any Director who shall attend such meeting without protesting prior thereto or at its commencement, the lack of notice to him, or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be given.

CHAIRPERSON:

The Chairperson of the Board, if any and if present, shall preside at all meetings of the Board of Directors. If there shall be no Chairperson, or he or she shall be absent, then the President shall preside, and in his/her absence, any other director chosen by the Board of Directors shall preside.

QUORUM AND ADJOURNMENTS:

At all meetings of the Board of Directors, or any committee thereof, the presence of a majority of the entire Board, or such committee thereof, shall constitute a quorum for the transaction of business, except as otherwise provided by law, by the Certificate of Incorporation, or these Bylaws.

A majority of the directors present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice, whether or not a quorum exists. Notice of such adjourned meeting shall be given to Directors not present at time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other Directors who were present at the adjourned meeting.

MANNER OF ACTING:

At all meetings of the Board of Directors, each director present shall have one vote, irrespective of the number of shares of stock, if any, which he or she may hold.

Except as otherwise provided by law, by the Articles of Incorporation, or these Bylaws, action approved by a majority of the votes of the Directors present at any meeting of the Board or any committee thereof, at which a quorum is present shall be the act of the Board of Directors or any committee thereof.

Any action authorized in writing made prior or subsequent to such action, by all of the Directors entitled to vote thereon and filed with the minutes of the Corporation, shall be the act of the Board of Directors, or any committee thereof, and have the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board or committee for all purposes.

Where appropriate communications facilities are reasonably available, any or all directors shall have the right to participate in any Board of Directors meeting, or a committee of the Board of Directors meeting, by means of conference telephone or any means of communications by which all persons participating in the meeting are able to hear each other.

VACANCIES:

Unless otherwise provided for by the Articles of Incorporation of the Corporation, any vacancy in the Board of Directors occurring by reason of an increase in the number of directors or by reason of the death, resignation, disqualification, removal, or inability to act of any director, or other cause, shall be filled by an affirmative vote of a majority of the remaining directors, though less than a quorum of the Board or by a sole remaining Director, at any regular meeting or special meeting of the Board of Directors called for that purpose, except whenever the shareholders of any class or classes or series thereof are entitled to elect one or more Directors by the Certificate of Incorporation of the Corporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the Directors elected by such class or classes or series thereof then in office, or by a sole remaining Director so elected.

Unless otherwise provided for by law, the Articles of Incorporation or these Bylaws, when one or more Directors shall resign from the board and such resignation is effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote otherwise to take effect when such resignation or resignations shall become effective.

RESIGNATION:

A Director may resign at any time by giving written notice of such resignation to the Corporation.

REMOVAL:

Unless otherwise provided for by the Articles of Incorporation, one or more or all the Directors of the Corporation may be removed with or without cause at any time by a vote of two-thirds of the shareholders entitled to vote thereon, at a special meeting of the shareholders called for that purpose, unless the Articles of Incorporation provide that Directors may only be removed for cause, provided however, such Director shall not be removed if the Corporation states in its Articles of Incorporation that its Directors shall be elected by cumulative voting and there are a sufficient number of shares cast against his/her or her removal, which if cumulatively voted at an election of Directors would be sufficient to elect him or her. If a Director was elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that Director.

COMPENSATION:

The Board of Directors may authorize and establish reasonable compensation of the Directors for services to the Corporation as Directors, including, but not limited to, attendance at any annual or special meeting of the Board.

COMMITTEES:

Unless otherwise provided for by the Articles of Incorporation of the Corporation, the Board of Directors may from time to time designate from among its members one or more committees, and alternate members thereof, as they deem desirable, each consisting of one or more members, with such powers and authority (to the extent permitted by law and these Bylaws) as may be provided in such resolution. Unless the Articles of Incorporation or Bylaws state otherwise, the Board of Directors may appoint natural persons who are not Directors to serve on such committees authorized herein. Each such committee shall serve at the pleasure of the Board and, unless otherwise stated by law, the Certificate of Incorporation of the Corporation or these Bylaws, shall be governed by the rules and regulations stated herein regarding the Board of Directors. Any meeting required or authorized to be held by this/her article may be conducted by means of a telephone conference, or similar method of communication by which all persons participating in this/her meeting can hear each other. Participation in a meeting pursuant to this/her section constitutes presence in person at the meeting.

ARTICLE V - OFFICERS

NUMBER, QUALIFICATIONS, ELECTION AND TERM OF OFFICE:

The Corporation's officers shall have such titles and duties as shall be stated in these Bylaws or in a resolution of the Board of Directors which is not inconsistent with these Bylaws. The officers of the Corporation shall consist of a president, secretary, and treasurer, and also may have one or more vice presidents, assistant secretaries, and assistant treasurers, and such other officers as the Board of Directors may from time to time deem advisable. Any officer may hold two or more offices in the Corporation.

The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders.

Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his/her election, and until his/her successor shall have been duly elected and qualified, subject to earlier termination by his/her or her death, resignation or removal.

DESIGNATION OF OFFICERS:

Chairman of the Board – The Chairman of the Board shall preside at the meetings of the stockholders and the Board of Directors, and shall see that all orders and resolutions of the Board of Directors are carried into effect.

President – The President shall be the chief executive officer of the Corporation and shall have active management of the business of the Corporation. He or she shall execute on behalf of the Corporation all instruments requiring such execution except to the extent the signing and execution thereof shall be expressly designated by the Board of Directors to some other officer or agent of the Corporation.

Secretary – The Secretary shall act under the direction of the President and shall have custody of and maintain all corporate records except the financial records. He or she shall authenticate all non-financial records and documents of the Corporation. Subject to the direction of the President he or she shall attend all meetings of the Board of Directors and all meetings of the stockholders and record the proceedings. He or she shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all annual and special meetings of the stockholders and Board of Directors, and shall perform such other duties as may be prescribed by the President or the Board of Directors.

Treasurer – The Treasurer shall act under the direction of the President. Subject to the direction of the President, he or she shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation. He or she shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He or she shall disburse the funds of the Corporation as may be ordered by the President of the

Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his/her transactions as the Treasurer and of the financial condition of the Corporation

RESIGNATION:

Any officer may resign at any time by giving written notice of such resignation to the Corporation.

REMOVAL:

Any officer elected by the Board of Directors may be removed, either with or without cause, and a successor elected by the Board at any time, and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.

VACANCIES:

A vacancy, however caused, occurring in the Board and any newly created Directorships resulting from an increase in the authorized number of Directors may be filled by the Board of Directors.

BONDS:

The Corporation may require any or all of its officers or Agents to post a bond, or otherwise, to the Corporation for the faithful performance of their positions or duties.

COMPENSATION:

The compensation of the officers of the Corporation shall be fixed from time to time by the Board of Directors. Any meeting required or authorized to be held by this article may be conducted by means of a telephone conference or similar method of communication by which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.

ARTICLES VI - BOOKS AND RECORDS

BOOKS AND RECORDS:

The Corporation shall keep as permanent records the minutes of all meetings of its shareholders and Board of Directors; a record of all actions taken by the shareholders or Board of Directors without a meeting; and, a record of all actions taken by a committee of the Board of Directors in place of the Board of Directors on behalf of the above named Corporation. The Corporation shall also continuously maintain accurate accounting records. Furthermore, the Corporation shall maintain the following:

- A record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each;

- The Corporation's Articles or Restated Articles of Incorporation and all amendments thereto currently in effect;

- The Corporation's Bylaws or Restated Bylaws and all amendments thereto currently in effect;

- Resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations if shares issued pursuant to those resolutions are outstanding;

- The minutes of all shareholders' meetings and records of all actions taken by shareholders without a meeting, including the financial statements furnished to shareholders as may be required under Nevada law;

- A list of the names and business street addresses of the Corporation's current directors and officers; and

- A copy of the above named Corporation's most recent annual report delivered to the Department of State for the Corporation's State of Incorporation.

Any books, records and minutes may be in written form or in any other form capable of being converted into written form.

SHAREHOLDER'S INSPECTION RIGHTS:

A shareholder of the Corporation (including a beneficial owner whose shares are held in a voting trust or a nominee on behalf of a beneficial owner) may inspect and copy, during regular business hours at the Corporation's principal office, any of the corporate records required to be kept pursuant to these Bylaws, or the Articles of Incorporation, or as may be required by law, if said shareholder gives the above named Corporation written notice of such demand at least 5 business days before the date on which the shareholder wishes to inspect and copy. The foregoing right of inspection is subject, however, to such other restrictions as are applicable under Nevada Law, including, but not limited to, the inspection of certain records being permitted only if the demand for inspection is made in good faith and for a proper purpose (as well as the shareholder describing with reasonable particularity the purpose and records desired to be inspected and such records are directly connected with the purpose). Notice as required herein shall be directed to the Secretary of the Corporation.

FINANCIAL INFORMATION:

Unless modified by resolution of the shareholders within 10 days days of the close of each fiscal year, the Corporation shall furnish the shareholders annual financial statements required by state and federal law which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries as appropriate. This includes a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis. If the annual financial statements are reported on by a public accountant, said accountant's report shall accompany said statements. If said annual financial statements are not reported on by a public accountant, then the statements shall be accompanied by a statement of the president or other person responsible for the above named Corporation's accounting records (i) stating his/her reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and if not, describing the basis of preparation; and (ii) describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year. The annual financial statements shall be mailed to each shareholder of the above named Corporation within 10 days after the close of each fiscal year or within such additional time as is reasonably necessary to enable the above named Corporation to prepare same.

OTHER REPORTS TO SHAREHOLDERS:

The Corporation shall report any indemnification or advanced expenses to any director, officer, employee, or agent (for indemnification relating to litigation or threatened litigation) in writing to the shareholders with or before the notice of the next shareholders' meeting, or prior to such meeting if the indemnification or advance occurs after the giving of such notice but prior to the time such meeting is held. Said report shall include a statement specifying the persons paid, the amounts paid, and the nature and status (at the time of such payment) of the litigation or threatened litigation.

Additionally, if the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the above named Corporation shall report in writing to the shareholders the number of

shares authorized or issued and the consideration received by the Corporation, with or before the notice of the next shareholders' meeting.

ARTICLE VII - SHARES OF STOCK

CERTIFICATE OF STOCK:

The shares of the Corporation shall be represented by certificates or shall be uncertificated shares.

Certificated shares of the Corporation shall be signed, (either manually or by facsimile), by officers or agents designated by the Corporation for such purposes, and shall certify the number of shares owned by him in the Corporation. Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents, the transfer agent or transfer clerk or the registrar of the Corporation may be printed or lithographed upon the certificate in lieu of the actual signatures. If the Corporation uses facsimile signatures of its officers and agents on its stock certificates, it cannot act as registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns or otherwise authenticates any stock certificates in both capacities. If any officer who has signed or whose facsimile signature has been placed upon such certificate, shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue.

If the Corporation issues uncertificated shares as provided for in these Bylaws, within a reasonable time after the issuance or transfer of such uncertificated shares, and at least annually thereafter, the Corporation shall send the shareholder a written statement certifying the number of shares owned by such shareholder in the Corporation.

Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical.

LOST OR DESTROYED CERTIFICATES:

The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed if the owner:

- so requests before the Corporation has notice that the shares have been acquired by a bona fide purchaser,

- files with the Corporation a sufficient indemnity bond; and

- satisfies such other requirements, including evidence of such loss, theft, or destruction, as may be imposed by the Corporation.

TRANSFERS OF SHARES:

Transfers or registration of transfers of shares of the Corporation shall be made on the stock transfer books of the Corporation by the registered holder thereof, or by his/her attorney duly authorized by a written power of attorney; and in the case of shares represented by certificates, only after the surrender

to the Corporation of the certificates representing such shares with such shares properly endorsed, with such evidence of the authenticity of such endorsement, transfer, authorization and other matters as the Corporation may reasonably require, and the payment of all stock transfer taxes due thereon.

The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable, or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.

RECORD DATE:

The Board of Directors may fix, in advance, which shall not be more than sixty days before the meeting or action requiring a determination of shareholders, as the record date for the determination of shareholders entitled to receive notice of, or to vote at, any meeting of shareholders, or to consent to any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividends, or allotment of any rights, or for the purpose of any other action. If no record date is fixed, the record date for shareholders entitled to notice of meeting shall be at the close of business on the day preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held, or if notice is waived, at the close of business on the day before the day on which the meeting is held.

The Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted for shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights of shareholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action.

A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting.

FRACTIONS OF SHARES/SCRIP:

The Board of Directors may authorize the issuance of certificates or payment of money for fractions of a share, either represented by a certificate or uncertificated, which shall entitle the holder to exercise voting rights, receive dividends and participate in any assets of the Corporation in the event of liquidation, in proportion to the fractional holdings; or it may authorize the payment in case of the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or it may authorize the issuance, subject to such conditions as may be permitted by law, of scrip in registered or bearer form over the manual or facsimile signature of an officer or agent of the Corporation, or its agent for that purpose, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of shareholder, except as therein provided. The scrip may contain any provisions or conditions that the Corporation deems advisable. If a scrip ceases to be exchangeable for full share certificates, the shares that would otherwise have been issue-able as provided on the scrip are deemed to be treasury shares unless the scrip contains other provisions for their disposition.

ARTICLE VIII - DIVIDENDS

Dividends may be declared and paid out of any funds available therefore, as often, in such amounts, and at such time or times as the Board of Directors may determine, and shares may be issued pro rata and without consideration to the Corporation's shareholders or to the shareholders of one or more classes or series.

Shares of one class or series may not be issued as a share dividend to shareholders of another class or series unless:

- so authorized by the Articles of Incorporation;

- a majority of the shareholders of the class or series to be issued approve the issue; or

- there are no outstanding shares of the class or series of shares that are authorized to be issued.

ARTICLE IX - INDEMNIFICATION

RIGHT OF INDEMNIFICATION:

Every person who was or is a party to, or is threatened to be made a party to, or is involved in any action, hearing or suit, of any kind whether civil, administrative or criminal, by reason of the fact that he/she or a person of whom he/she is the legal representative is or was a director or officer of the Corporation or is or was serving at the request of the Corporation or for its benefit as a director or officer of another Corporation, or as a representative in an enterprise of any kind, shall be indemnified and held harmless to the fullest extent legally permissible under the General Corporation Law of the State of Nevada. This indemnification shall include all expenses, liability, and loss (including attorneys' fees, judgments, fines, and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. The expenses of Officers and Directors incurred in defending a civil or criminal action, suit, or proceeding must be paid by the Corporation as they are incurred and in advance of the final disposition of the action, suit, or proceeding upon receipt of an undertaking by or on behalf of the Director or Officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the Corporation. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. Such right of indemnification shall not be exclusive of any other right which such Directors, Officers, or representatives may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any Bylaw, agreement, vote of stockholders, provisions of law, or otherwise, as well as their rights under this Article.

INSURANCE FOR INDEMNIFICATION:

The Board of Directors may direct the Corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation. Or on behalf of any person who is or was serving at the request of the Corporation as a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another Corporation, or as its representative in a partnership, joint venture, trust, or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Corporation would have the power to indemnify such person.

AMENDMENT:

The Board of Directors may from time to time adopt further Bylaws with respect to indemnification and may amend these and such Bylaws to provide at all times the fullest indemnification permitted by the General Corporation Law of the State of Nevada.

ARTICLE X - FISCAL YEAR

The fiscal year of the Corporation will end on December 31. Notwithstanding, the foregoing, the fiscal year shall be subject to change by the Board of Directors from time to time, subject to applicable law.

ARTICLE XI - CORPORATE SEAL

The corporate seal, if any, shall be in such form as shall be prescribed and altered, from time to time, by the Board of Directors. The use of a seal or stamp by the Corporation on corporate documents is not necessary and the lack thereof shall not in any way affect the legality of a corporate document.

BY SHAREHOLDERS:

ARTICLE XII - AMENDMENTS

All Bylaws of the Corporation shall be subject to alteration or repeal, and new Bylaws may be made, by a majority vote of the shareholders at the time entitled to vote in the election of Directors even though these Bylaws may also be altered, amended, or repealed by the Board of Directors.

BY DIRECTORS:

The Board of Directors shall have power to make, adopt, alter, amend, and repeal, from time to time, Bylaws of the Corporation.

ARTICLE XIII - WAIVER OF NOTICE

Whenever any notice is required to be given by law, the Articles of Incorporation or these Bylaws, a written waiver signed by the person or persons entitled to such notice, whether before or after the meeting by any person, shall constitute a waiver of notice of such meeting.

ARTICLE XIV - INTERESTED DIRECTORS AND OFFICERS

No contract or transaction shall be void or voidable if such contract or transaction is between the Corporation and one or more of its Directors or Officers, or between the Corporation and any other Corporation, partnership, association, or other organization in which one or more of its Directors or Officers are directors or officers, or have a financial interest, when such Director or Officer is present at or participates in the meeting of the Board, or the committee of the shareholders which authorizes the contract or transaction, or his/her, her, or their votes are counted for such purpose, if:

- the material facts as to his/her, her, or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee and are noted in the minutes of such meeting, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum; or

- the material facts as to his/her, her or their relationship or relationships or interest or interests and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or

- the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee of the shareholders; or

- the fact of the common directorship, office, or financial interest is not disclosed or known to the Director or Officer at the time the transaction is brought before the Board of Directors of the Corporation for such action.

Such interested Directors may be counted when determining the presence of a quorum at the Board of Directors' or committee meeting authorizing the contract or transaction.

ARTICLE XV - ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT

The Corporation shall, within sixty days after the filing of its Articles of Incorporation with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of incorporation occurs each year, file with the Secretary of State a list of its President, Secretary, and Treasurer, and all of its Directors, along with the post office box or street address, either residence or business, and a designation of its registered agent in the state of Nevada. Such list shall be certified by an officer of the Corporation.

APPROVED AND ADOPTED on January 3, 2020.

/s/ Cleveland Gary

Cleveland Gary

(Secretary Signature)

EX-3.1

Exhibit 3.1

 

 

 

CORRESP

ECRID INC.   1320 S Federal Hwy, Suite 215 Stuart, FL 34994  

June 23, 2021

Via Edgar

United State Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, DC 20549

Attention: Heather Clark

Melissa Gilmore

Geoff Kruczek

Perry Hindin

Re:      Ecrid, Inc.

Registration Statement on Form S-1

Filed April 7, 2021

File No. 333-255100

Dear Sir or Madam:

Ecrid, Inc. (the “Company”) is filing amendment number 1 (the “Amendment”) to the Registration Statement on Form S-1/A (the “Registration Statement”) in response to your recent review letter addressed to Cleveland Gary, President of the Company, dated April 30, 2021 (the “SEC Letter”). This response letter, along with the amended Offering Statement, addresses the concerns you have expressed. The following numbered responses correspond to the comment numbers in the SEC Letter.

Form S-1

General

1. Please revise to clarify the transaction or transactions you are attempting to register on this Form S-1. For example, Exhibit 5.1 and your disclosure on the prospectus cover page and pages 8 and 19 indicate that only the company is offering shares of common stock. Elsewhere, such as on page 34, you indicate that at least your controlling shareholder is offering shares for resale.

Initially, our Registration Statement was for an offering only by the Company, not the controlling shareholder. However, we have added certain selling shareholders to the Amendment, not including the controlling shareholder.

2. Please tell us whether you intend to register a class of your securities under Section 12 of the Exchange Act. If you do not, disclose the risks related to the suspension of the reporting obligation under Section 15 of the Exchange Act and the inapplicability of the Sections 13, 14 and 16 under the Exchange Act.

We intend to file a Form 8A12-G following the effectiveness of the Registration Statement.

Prospectus Summary, page 6

3. Please update the date in the paragraph preceding this heading. Please also correct the registration statement file number on page 37.

We have updated the applicable paragraph and included the correct file number.

Unavailability of Rule 144 for Resale, page 7

4. Please revise to state clearly that investors who purchase shares in this offering will be subject to the restrictions on resale you discuss. Also revise your risk factors, as appropriate.

We have clarified that investors who purchase shares in this offering will be subject to restriction on resale and have revised the risk factor in the Amendment.

Financial Summary, page 9

5. Please revise to include data from the most recent financial statement date. In this regard, we note that your December 31, 2020 financial statements reflect the most recent date available in the filing. Your data throughout the filing should be similarly revised (i.e. Dilution, MD&A Results of Operations, Liquidity, etc.)

We have added additional information related to the quarter ended December 31, 2020, along with the December 31, 2020 data which was previously included the Results of Operations.

Restrictions on the Reliance,, page 14

6. We note the last sentence of this risk factor. The limitations you discuss in the preceding disclosure do not apply only with respect to securities acquired in a business combination. Instead, they apply regardless of how those securities were acquired. Please revise accordingly. Also, your reference here to "business combination," disclosure on page 14 about blank check companies "like us," and

reference to Rule 419 on page 15 indicate that this offering is subject to the requirements of Rule 419 of Regulation C. Please provide us your analysis as to the applicability of that rule to your offering.

We have removed all references to a business combination and blank check companies, as there was no business combination and we are not a blank check company, in that we have actual operations and business plan.

Dilution, page 21

7. Please update the information in this section. We note the reference to March 31, 2020 in the second paragraph. We also note the number of shares outstanding, as disclosed in the second paragraph, appears to be less than the number disclosed elsewhere in this document.

We have updated this Section to reflect the current issued and outstanding, including those held by the Selling Shareholders.

Directors, Executive Officers, Promoters and Control Persons, page 32

8. Please disclose Mr. Gary's business experience during the past five years. Your current disclosure appears to include such disclosure only until 2007.

We have added Mr. Gary’s business experience during the last five years.

December 31, 2020 Financial Statements

Condensed Statements of Stockholders' Equity, page F-17

9. Please correct the heading of "For the Three Months Ended September 30, 2019" and "Balance at December 31, 2020" to reflect the correct period of the three months ended December 31, 2019.

We have corrected the financial statement headers.

Exhibits

10. Please clarify where Exhibits 3.1, 3.2 and 99.1 are filed or whether you intend to file those exhibits with an amendment to this registration statement.

Exhibit 3.1, 3.2 and 99.1 are included in the Amendment.

Please direct your correspondence regarding this matter to the undersigned.

Very truly yours,

/s/ Cleveland Gary

Cleveland Gary