Registration a Offering Under the Securities Act of 1933 (1-a)

Form 1-A Issuer Information

1-A: Item 1. Issuer Information

Issuer Infomation

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

Xalles Holdings Inc.

Jurisdiction of Incorporation / Organization

NEVADA

Year of Incorporation

2009

CIK

0001581220

Primary Standard Industrial Classification Code

SERVICES-BUSINESS SERVICES, NEC

I.R.S. Employer Identification Number

80-0524316

Total number of full-time employees

Total number of part-time employees

Contact Infomation

Address of Principal Executive Offices

Address 1

2020 Pennsylvania Ave NW

Address 2

#527

City

Washington

State/Country

DISTRICT OF COLUMBIA

Mailing Zip/ Postal Code

20006

Phone

9052999299

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

Name

William R. Eilers, Esq

Address 1

Address 2

City

State/Country

Mailing Zip/ Postal Code

Phone

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

Financial Statements

Industry Group (select one)

o Banking o Insurance x Other

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

Balance Sheet Information

Cash and Cash Equivalents

$ 0.00

Investment Securities

$ 0.00

Total Investments

Accounts and Notes Receivable

$ 635620.00

Loans

Property, Plant and Equipment (PP&E):

$ 0.00

Property and Equipment

Total Assets

$ 635620.00

Accounts Payable and Accrued Liabilities

$ 164108.00

Policy Liabilities and Accruals

Deposits

Long Term Debt

$ 1642118.00

Total Liabilities

$ 1806226.00

Total Stockholders' Equity

$ -1170606.00

Total Liabilities and Equity

$ 635620.00

Income Statement Information

Total Revenues

$ 8123.00

Total Interest Income

Costs and Expenses Applicable to Revenues

$ 37928.00

Total Interest Expenses

Depreciation and Amortization

$ 17.00

Net Income

$ -29822.00

Earnings Per Share - Basic

$ 0.00

Earnings Per Share - Diluted

$ 0.00

Name of Auditor (if any)

Outstanding Securities

Common Equity

Name of Class (if any) Common Equity

Common Shares

Common Equity Units Outstanding

538438109

Common Equity CUSIP (if any):

98388D107

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

OTC: XALL

Preferred Equity

Preferred Equity Name of Class (if any)

Series A and B Preferred Share

Preferred Equity Units Outstanding

2000000

Preferred Equity CUSIP (if any)

98388D107

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

OTC PINK

Debt Securities

Debt Securities Name of Class (if any)

Debt Securities Units Outstanding

Debt Securities CUSIP (if any):

98388D107

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

1-A: Item 2. Issuer Eligibility

Issuer Eligibility

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

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

1-A: Item 3. Application of Rule 262

Application Rule 262

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

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

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

Summary Infomation

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

x Tier1 o Tier2

Check the appropriate box to indicate whether the financial statements have been audited

x Unaudited o Audited

Types of Securities Offered in this Offering Statement (select all that apply)

xEquity (common or preferred stock)

Does the issuer intend to offer the securities on a delayed or continuous basis pursuant to Rule 251(d)(3)?

x Yes o No

Does the issuer intend this offering to last more than one year?

o Yes x No

Does the issuer intend to price this offering after qualification pursuant to Rule 253(b)?

x Yes o No

Will the issuer be conducting a best efforts offering?

x Yes o No

Has the issuer used solicitation of interest communications in connection with the proposed offering?

o Yes x No

Does the proposed offering involve the resale of securities by affiliates of the issuer?

o Yes x No

Number of securities offered

5970149

Number of securities of that class outstanding

538438109

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

Price per security

$ 0.5025

The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer

$ 3000000.00

The portion of the aggregate offering price attributable to securities being offered on behalf of selling securityholders

$ 0.00

The portion of the aggregate offering price attributable to all the securities of the issuer sold pursuant to a qualified offering statement within the 12 months before the qualification of this offering statement

$ 0.00

The estimated portion of aggregate sales attributable to securities that may be sold pursuant to any other qualified offering statement concurrently with securities being sold under this offering statement

$ 0.00

Total (the sum of the aggregate offering price and aggregate sales in the four preceding paragraphs)

$ 3000000.00

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

Underwriters - Name of Service Provider

Underwriters - Fees

Sales Commissions - Name of Service Provider

Sales Commissions - Fee

Finders' Fees - Name of Service Provider

Finders' Fees - Fees

Audit - Name of Service Provider

Audit - Fees

Legal - Name of Service Provider

William R Eilers

Legal - Fees

$ 12500.00

Promoters - Name of Service Provider

Promoters - Fees

Blue Sky Compliance - Name of Service Provider

Yes

Blue Sky Compliance - Fees

$ 2500.00

CRD Number of any broker or dealer listed:

Estimated net proceeds to the issuer

$ 2985000.00

Clarification of responses (if necessary)

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

Jurisdictions in Which Securities are to be Offered

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

Selected States and Jurisdictions

DELAWARE

NEW YORK

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

None

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

Selected States and Jurisdictions

DELAWARE

NEW YORK

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

Unregistered Securities Issued or Sold Within One Year

None x

Unregistered Securities Act

(e) Indicate the section of the Securities Act or Commission rule or regulation relied upon for exemption from the registration requirements of such Act and state briefly the facts relied upon for such exemption

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1-A: Filer Information

Submission Contact Information

1-A: Item 1. Issuer Information

Issuer Infomation

Contact Infomation

Address of Principal Executive Offices

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

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

Financial Statements

Balance Sheet Information

Income Statement Information

Outstanding Securities

Common Equity

Preferred Equity

Debt Securities

1-A: Item 2. Issuer Eligibility

Issuer Eligibility

1-A: Item 3. Application of Rule 262

Application Rule 262

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

Summary Infomation

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

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

Jurisdictions in Which Securities are to be Offered

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

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

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

Unregistered Securities Issued or Sold Within One Year

Unregistered Securities Act

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