Current Report Filing (8-k)
June 05 2019 - 6:09AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 4, 2019
AS CAPITAL, INC.
(Exact name of registrant as specified
in its charter)
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Nevada
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000-55999
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83-2187195
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification Number)
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3609 Hammerkop Drive
North Las Vegas, NV
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89084
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(Address of principal executive offices)
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(Zip Code)
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(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant
to Rule 425 under the Securities Act
☐ Soliciting material pursuant to
Rule 14a-12 under the Exchange Act
☐ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act
☐ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act
Securities registered pursuant to Section
12(b) of the Act:
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Title of each Class
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Trading Symbol
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Name of each exchange on which registered
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Common
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ASIN
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OTC
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Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2
of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
ITEM 1.01 Entry into a Material Definitive Agreement.
On June 4, 2019, AS
Capital, Inc., a Nevada corporation (“we,” “ASIN” or the “Company”), XRC, LLC, a Colorado limited
liability company (“XRC”) and Xue Ran Gao (“Purchaser”) entered into a Stock Purchase Agreement (the “SPA”),
pursuant to which Purchaser agreed to purchase from XRC 11,000,000 shares of common stock of the Company, par value $0.0001, and
964 shares of Series A Preferred Stock of the Company, par value $0.0001, for aggregate consideration of Four Hundred Thousand
Dollars ($410,000) in accordance with the terms and conditions of the SPA. XRC is the controlling shareholder of the Company. Upon
the consummation of the purchase, the Purchaser will hold a controlling interest in the Company, and may unilaterally determine
the election of the Board and other substantive matters requiring approval of the Company’s stockholders.
The parties have agreed
to appoint the Purchaser to serve as the sole executive officer and director of the Company upon the consummation of such purchase.
The consummation of
this transaction is subject to satisfactory due diligence by the Purchaser among other conditions more fully described in the SPA.
The foregoing description
of the SPA is qualified in its entirety by reference to the SPA which is filed as Exhibit 10.1 to this Current Report and is incorporated
herein by reference.
ITEM 9.01 Financial Statements and Exhibits
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Exhibit No.
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Description
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10.1
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Stock Purchase Agreement
by and among
AS Capital, Inc., a Nevada corporation, XRC, LLC, a Colorado limited liability company and Xue Ran Gao
, dated June 4,
2019
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SIGNATURES
Pursuant to the requirements of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Dated: June 4, 2019
AS Capital, Inc.
/s/ Chris Lotito
Chris Lotito, CEO
EXHIBIT INDEX
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Exhibit No.
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Description
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10.1
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Stock Purchase Agreement
by and among
AS Capital, Inc., a Nevada corporation, XRC, LLC, a Colorado limited liability company and Xue Ran Gao
, dated June 4,
2019
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