ITEM 1. FINANCIAL STATEMENTS
AS CAPITAL, INC.
INDEX TO FINANCIAL STATEMENTS
AS CAPITAL, INC.
CONDENSED BALANCE SHEETS
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March 31,
2019
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December 31,
2018
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ASSETS
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(Unaudited)
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Current Assets:
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Cash
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$
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2,861
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$
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65
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Total Current Assets
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2,861
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65
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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Current Liabilities:
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Accounts payable
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$
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550
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$
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–
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Accrued interest – related party
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2,314
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2,314
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Due to a related party
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52,281
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46,281
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Total Current Liabilities
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55,145
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48,595
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Total Liabilities
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55,145
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48,595
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Commitments and Contingencies
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–
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–
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Stockholders’ Deficit:
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Preferred Stock, par value; $0.00001, 5,000,000 shares authorized, no shares issued and outstanding
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–
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–
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Preferred Stock, Series A, par value; $0.00001, 1,000,000 shares authorized, 1,000 and 1,000 shares issued and outstanding; respectively
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–
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–
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Preferred Stock, Series B, par value; $0.00001, 3,000,000 shares authorized, no shares issued and outstanding
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–
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–
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Preferred Stock, Series C, par value; $0.00001, 1,000,000 shares authorized, 1,000,000 and 1,000,000 shares issued and outstanding, respectively
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10
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10
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Common stock, $0.001 par value, 75,000,000 shares authorized; 201,000 and 201,000 shares issued and outstanding; respectively
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201
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201
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Additional paid-in capital
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36,052,449
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36,052,449
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Accumulated deficit
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(36,104,944
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)
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(36,101,190
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)
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Total stockholders' deficit
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(52,284
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)
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(48,530
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)
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
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$
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2,861
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$
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65
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The accompanying notes are an integral part of these unaudited condensed financial statements.
AS CAPITAL, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
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For the Three Months Ended March 31,
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2019
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2018
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Expenses:
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General and administrative
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$
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3,754
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$
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597
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Total expenses
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3,754
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597
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Net Loss
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$
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(3,754
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)
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$
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(597
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)
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Loss per share, basic and diluted
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$
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(0.02
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)
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$
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(0.00
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)
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Weighted average shares outstanding, basic and diluted
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201,000
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201,000
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The accompanying notes are an integral part of these unaudited condensed financial statements.
AS
CAPITAL, INC.
CONDENSED
STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR
THE THREE MONTHS ENDED MARCH 31, 2018
(Unaudited)
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Series A
Preferred Stock
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Common Stock
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Additional
Paid in
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Accumulated
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Shares
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Amount
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Shares
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Amount
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Capital
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Deficit
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Total
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Balance at December
31, 2017
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36
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$
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–
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201,000
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$
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201
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$
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36,044,799
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$
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(36,068,628
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)
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$
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(23,628
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)
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Net loss for the three
months ended March 31, 2018
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–
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–
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–
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–
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–
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(597
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)
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(597
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)
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Balance at March 31,
2018
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36
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$
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–
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201,000
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$
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201
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$
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36,044,799
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$
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(36,069,225
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)
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$
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(24,225
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)
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AS
CAPITAL, INC.
CONDENSED
STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR
THE THREE MONTHS ENDED MARCH 31, 2019
(Unaudited)
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Series A
Preferred Stock
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Series C Preferred Stock
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Common Stock
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Additional
Paid in
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Accumulated
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Shares
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Amount
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Shares
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Amount
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Shares
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Amount
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Capital
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Deficit
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Total
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Balance at December
31, 2018
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1,000
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$
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–
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1,000,000
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$
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10
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201,000
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$
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201
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$
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36,052,449
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$
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(36,101,190
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)
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$
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(48,530
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)
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Net loss for the three
months ended March 31, 2019
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–
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–
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–
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–
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–
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–
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–
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(3,754
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)
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(3,754
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)
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Balance at March 31,
2019
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1,000
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$
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–
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1,000,000
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$
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10
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201,000
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$
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201
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$
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36,052,449
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$
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(36,104,944
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)
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$
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(52,284
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)
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The accompanying notes are an integral
part of these unaudited condensed financial statements.
AS CAPITAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
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For the Three Months Ended March 31,
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2019
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2018
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CASH FLOW FROM OPERATING ACTIVITIES:
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Net Loss
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$
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(3,754
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)
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$
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(597
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)
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Adjustments to reconcile net loss to net cash used in operating activities:
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Changes in Operating Assets and Liabilities:
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Accounts payable
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550
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597
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Net Cash Used in Operating Activities
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(3,204
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)
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–
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CASH FLOWS FROM FINANCING ACTIVITIES:
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Loan payable - related party
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6,000
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–
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Net Cash provided by Financing Activities
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6,000
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–
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Net Increase in Cash
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2,796
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–
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Cash at Beginning of Period
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65
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–
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Cash at End of Period
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$
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2,861
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$
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–
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
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Cash paid during the year for:
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Interest
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$
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–
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$
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–
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Income taxes
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$
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–
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$
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–
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The accompanying notes are an integral part of these unaudited condensed financial statements.
AS CAPITAL, INC.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2019
(Unaudited)
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
AS Capital, Inc. (the “Company”)
was incorporated under the laws of the State of Nevada on June 15, 2006 as Jupiter Resources, Inc. On August 9, 2018, XTC, Inc.,
a Company owned by Chris Lotito, CEO, was awarded custodianship in a shareholder filing with the Eighth Judicial District Court
in Clark County Nevada. On April 30, 2018 the company filed an amendment to change the name of the corporation to Rineon Group,
Inc. On October 1, 2018, the company filed for a name change to AS Capital, Inc. The Company currently intends to serve as a vehicle
to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited interim
financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United
States of America and the rules of the Securities and Exchange Commission ("SEC") and should be read in conjunction with
the audited financial statements and notes for the year ended December 31, 2018. In the opinion of management, all adjustments,
consisting of normal recurring adjustments, necessary for a fair presentation of the results of operations for the interim periods
presented have been reflected herein. The results of operations for such interim periods are not necessarily indicative of operations
for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited
financial statements for the most recent fiscal year ended December 31, 2018, have been omitted.
Use of Estimates
The preparation of financial statements
in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
NOTE 3 – GOING CONCERN
As reflected in the accompanying unaudited
financial statements, the Company has no current operations from which to generate revenue, has an accumulated deficit of $36,104,944
at March 31, 2019 and had a net loss of $3,754 for the three months ended March 31, 2019. These factors raise substantial doubt
about our ability to continue as a going concern. The financial statements have been prepared assuming that the Company will continue
as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification
of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to
continue as a going concern.
NOTE 4 – PREFERRED STOCK
On September 25, 2018, the Company filed
a Certificate of Designation to designate 1,000,000 shares of Series A Preferred Stock and provide for the rights, privileges,
and preferences of the Series A Preferred Stock. Shares of Series A Preferred Stock may be converted at the holder’s
election into shares of common stock, at the conversion rate of one share of common stock for 12,000 shares of Series A Preferred
Stock. Series A preferred stock has no dividends, liquidation or redemption rights and may vote only on matters pertaining to the
Series A stock.
On September 25, 2018, the Company filed
a Certificate of Designation to designate 3,000,000 shares of Series B Preferred Stock and provide for the rights, privileges,
and preferences of the Series B Preferred Stock. Shares of Series B Preferred Stock may be converted at the holder’s
election into shares of common stock, at the conversion rate of 1,000 shares of common stock for one share of Series B Preferred
Stock. Series B preferred stock has no dividends, liquidation, redemption or voting rights.
On September 25, 2018, the Company filed
a Certificate of Designation to designate 1,000,000 shares of Series C Preferred Stock and provide for the rights, privileges,
and preferences of the Series C Preferred Stock. Shares of Series C Preferred Stock may be converted at the holder’s
election into shares of common stock, at the conversion rate of one share of common stock for one share of Series C Preferred
Stock. Series C preferred stock has no dividends, liquidation or redemption rights. Each share is entitled to 100,000 votes.
NOTE 5 – RELATED PARTY TRANSACTIONS
On August 13, 2018, the Company entered
into a line of credit with MDX, Inc, for up to $50,000 until December 31, 2018. The line of credit bears interest at 5% of the
balance at December 31, 2018. Chris Lotito, CEO, is also the majority member of MDX, Inc. The line of credit had been extended
until December 31, 2019. As of March 31, 2019, and December 31, 2018, there is $52,281 and $46,281, respectively due on the line
of credit. In addition, there is $2,314 of accrued interest due.
NOTE 6 – SUBSEQUENT EVENTS
Management has evaluated subsequent events
pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were available
to be issued, and has determined that there are no material subsequent events that require disclosure in these financial statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This Form 10-Q includes "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included or incorporated by reference
in this Form 10-Q which address activities, events or developments which the Company expects or anticipates will or may occur in
the future, including such things as future capital expenditures (including the amount and nature thereof); finding suitable merger
or acquisition candidates; expansion and growth of the Company's business and operations; and other such matters are forward-looking
statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its
perception of historical trends, current conditions and expected future developments, as well as other factors it believes are
appropriate under the circumstances. However, whether actual results or developments will conform with the Company's expectations
and predictions is subject to a number of risks and uncertainties, including general economic, market and business conditions;
the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation;
and other factors, most of which are beyond the control of the Company.
These forward-looking statements can be
identified by the use of predictive, future-tense or forward-looking terminology, such as "believes," "anticipates,"
"expects," "estimates," "plans," "may," "will," or similar terms. These statements
appear in a number of places in this Filing and include statements regarding the intent, belief or current expectations of the
Company, and its directors or its officers with respect to, among other things: (i) trends affecting the Company's financial condition
or results of operations for its limited history; (ii) the Company's business and growth strategies; and, (iii) the Company's financing
plans. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant
risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as
a result of various factors. Such factors that could adversely affect actual results and performance include, but are not limited
to, the Company's limited operating history, potential fluctuations in quarterly operating results and expenses, government regulation,
technological change and competition.
Consequently, all of the forward-looking
statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results
or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected
consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking
statements.
General Business Development
The Company was incorporated on June 15,
2006 under the laws of the State of Nevada as Jupiter Resources, Inc.
Business Strategy
The Company, based
on proposed business activities, is a “blank check” company. The U.S. Securities and Exchange Commission defines those
companies as “any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the
Exchange Act of 1934, as amended, (the “Exchange Act”) and that has no specific business plan or purpose, or has indicated
that its business plan is to merge with an unidentified company or companies.” Under Rule 12b-2 of the Exchange Act, the
Company also qualifies as a “shell company,” because it has no or nominal assets (other than cash) and no or nominal
operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check”
companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in
our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply
with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.
The Company will provide
a method for a foreign or domestic private company to become a reporting company whose securities are qualified for trading in
the United States secondary market such as the New York Stock Exchange (NYSE), NASDAQ, NYSE Amex Equities, formerly known as the
American Stock Exchange (AMEX), and the OTC, and, as a vehicle to investigate and, if such investigation warrants, acquire a target
company or business seeking the perceived advantages of being a publicly held corporation. The Company’s principal business
objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with
a business rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to
any specific business, industry or geographical location and, thus, may acquire any type of business. There is no assurance that
following an acquisition we will be eligible to trade on a national securities exchange, or be quoted on the Over-the-Counter.
We intend to either
retain an equity interest in any private company we engage in a business combination or we may receive cash and/or a combination
of cash and common stock from any private company we complete a business combination with. Our desire is that the value of such
consideration paid to us would be beneficial economically to our shareholders though there is no assurance of that happening.
CRITICAL ACCOUNTING POLICIES
In Financial Reporting release No. 60,
"CAUTIONARY ADVICE REGARDING DISCLOSURE ABOUT CRITICAL ACCOUNTING POLICIES" ("FRR 60"), the Securities and
Exchange Commission suggested that companies provide additional disclosure and commentary on their most critical accounting policies.
In FRR 60, the SEC defined the most critical accounting policies as the ones that are most important to the portrayal of a company's
financial condition and operating results, and require management to make its most difficult and subjective judgments, often as
a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, our most critical accounting
policies include: non-cash compensation valuation that affects the total expenses reported in the current period and the valuation
of shares and underlying mineral rights acquired with shares. The methods, estimates and judgments we use in applying these most
critical accounting policies have a significant impact on the results we report in our financial statements.
The Company, based
on proposed business activities, is a “blank check” company. The U.S. Securities and Exchange Commission defines those
companies as “any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the
Exchange Act of 1934, as amended, (the “Exchange Act”) and that has no specific business plan or purpose, or has indicated
that its business plan is to merge with an unidentified company or companies.” Under Rule 12b-2 of the Exchange Act, the
Company also qualifies as a “shell company,” because it has no or nominal assets (other than cash) and no or nominal
operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check”
companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in
our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply
with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.
The Company will provide
a method for a foreign or domestic private company to become a reporting company whose securities are qualified for trading in
the United States secondary market such as the New York Stock Exchange (NYSE), NASDAQ, NYSE Amex Equities, formerly known as the
American Stock Exchange (AMEX), and the OTC, and, as a vehicle to investigate and, if such investigation warrants, acquire a target
company or business seeking the perceived advantages of being a publicly held corporation. The Company’s principal business
objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with
a business rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to
any specific business, industry or geographical location and, thus, may acquire any type of business. There is no assurance that
following an acquisition we will be eligible to trade on a national securities exchange, or be quoted on the Over-the-Counter.
We intend to either
retain an equity interest in any private company we engage in a business combination or we may receive cash and/or a combination
of cash and common stock from any private company we complete a business combination with. Our desire is that the value of such
consideration paid to us would be beneficial economically to our shareholders though there is no assurance of that happening.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and
Procedures
As required by Rule 13a-15 under the Securities
Exchange Act of 1934 (the “1934 Act”), as of March 31, 2019, we carried out an evaluation of the effectiveness of the
design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with
the participation of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal
financial officer), who concluded, that because of the material weakness in our internal control over financial reporting (“ICFR”)
described below, our disclosure controls and procedures were not effective as of March 31, 2019.
Disclosure controls and procedures are
controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted
under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities
and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls
and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated
and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate,
to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial
Reporting
There have been no changes in our internal control over financial
reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred
during our second quarter that have materially affected, or are reasonable likely to materially affect, our internal control over
financial reporting.