UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 14F-1
INFORMATION STATEMENT
PURSUANT TO SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1 THEREUNDER
AS Capital, Inc.
(Exact name of registrant as specified in
its corporate charter)
Commission File No.: 000-55999
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Nevada
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83-2187195
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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3609 Hammerkop Drive
North Las Vegas, NV 89084
(Address of principal executive offices)
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(970) 817-1734
(Registrant’s telephone number, including
area code)
Approximate Date of Mailing: June 5, 2019
AS Capital, Inc
.
3609 Hammerkop Drive
North Las Vegas, NV 89084
INFORMATION STATEMENT PURSUANT TO SECTION
14(F) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER
Schedule 14f-1
You are urged to read this Information Statement carefully
and in its entirety. However, you are not required to take any action in connection with this Information Statement. References
throughout this Information Statement to “Company,” “AS Capital, Inc.” “we,” “us,”
and “our” include AS Capital, Inc.
INTRODUCTION
This information statement (this “
Information Statement
”)
is being furnished pursuant to Section 14(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
and Rule 14f-1 promulgated thereunder, in connection with proposed changes in a majority of the membership of our board of directors
(the “
Board
”) as a result of the Share Purchase transaction described below. The date of this Information Statement
is June 5, 2019.
This Information Statement was filed with the Securities and
Exchange Commission (the “
SEC
”) on June 5, 2019 and is being mailed to our stockholders of record as of June
5, 2019 (the “
Record Date”
). The mailing date of this Information Statement will be on or about June 5, 2019.
On the twelfth (12th) day after this Information Statement has been distributed to the stockholders, the director designees named
herein will be appointed to the Board (the “
Effective Date
”). The information contained in this Information
Statement regarding the persons designated to become our directors has been furnished to the Company by third parties and we assume
no responsibility for its accuracy or completeness.
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.
No action is required by our stockholders in connection with
this Information Statement. However, Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, requires
the mailing to our stockholders of the information set forth in this Information Statement at least ten (10) days prior to the
date a change in a majority of our directors occurs (otherwise than at a meeting of our stockholders).
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU
ARE REQUESTED NOT TO SEND US A PROXY.
VOTING SECURITIES
The authorized capital stock of the Company consists of 75,000,000
shares of Common Stock, par value $.0001 per share, (the "Common Stock"), of which there are 2,010,000 issued and outstanding,
and 10,000,000 shares of Preferred Stock, (the “Preferred Stock”) par value $.0001 per share. There are 10,000,000
authorized Preferred Stock, 1,000,000 are designated Series A Convertible Preferred Stock and 3,000,000 are designated Series B
Preferred Stock and 1,000,000 are designated Series C Preferred Stock. 964 Series A shares are outstanding and 1,000,000 Series
C shares which carry 1,000,000,000,000 votes.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND
MANAGEMENT
The following tables
set forth 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, and our executive officer and directors as a group as of June 1, 2019. The persons named have sole
voting and investment power with respect to such shares. There are not any pending arrangements that may cause a change in control.
However, it is anticipated that there will be one or more change of control, including adding members of management, possibly involving
the private sale or redemption of our principal shareholder’s securities or our issuance of additional securities, at or
prior to the closing of a business combination.
The information
presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the
Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person
is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting
of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security
as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion
or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial
owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing
the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right
to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number
of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator
used for calculating such percentage may be different for each beneficial owner.
Name and Address
(1)
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Amount and Nature of
Beneficial Ownership
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Percentage of Class
(2)
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XRC, LLC
(3)
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1,000,000 ( Series C Preferred)
(4)
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100%
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XRC, LLC
(3)
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964 (Series A Preferred)
(5)
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98%
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0 (Series B Preferred)
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All Officers and Directors as a group (2 persons)(3)
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964 (Series A Preferred)
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98%
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_________________
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(1)
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The address for the person named in the table above is c/o the Company.
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(2)
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Based on 2,010,000 common shares outstanding as of the date of this Registration Statement.
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(3)
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Controlled by Chris Lotito who is President of the Company.
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(4)
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1,000,000 Series C shares equate to 1,000,000,000,000 votes in matters before the shareholders (99.76%)
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(5)
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964 Series A shareholders have one collective common vote in matters before the shareholders. These are all controlled by XRC, LLC as the control party holding over 98% of the Series A shares.
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This table is based
upon information derived from our stock records. We believe that each of the shareholders named in this table has sole or shared
voting and investment power with respect to the shares indicated as beneficially owned; except as set forth above, applicable percentages
are based upon 2,010,000 shares of common stock outstanding as of the date of this filing.
CHANGES TO THE BOARD OF DIRECTORS
On the Effective Date, There will be a change in our Board and
executive officers. The parties have agreed to appoint the Purchaser Xue Ran Gao to serve as the sole executive officer and director
of the Company upon the consummation of such purchase.
Gao as the sole director appointed to our Board, was not a member
of the Board prior to the Share Purchase and did not hold any position with us and had not been involved in any transactions with
us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules
and regulations of the SEC. To the best of our knowledge, the appointee has never been convicted in a criminal proceeding, excluding
traffic violations or similar misdemeanors, nor has ever been a party to any judicial or administrative proceeding during the past
five years, that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities
subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.
The Board is comprised of only one class. The sole director,
Gao, will serve until the next annual meeting of shareholders and until their successors are elected and qualified, or until their
earlier death, retirement, resignation or removal. There are no family relationships among directors and executive officers.
Also provided herein are brief descriptions of the business experience of each director and executive officer during the past five
years and an indication of directorships held by each director in other companies subject to the reporting requirements under the
federal securities laws.
Directors prior to the Share Purchase
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Name
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Age
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Position
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Chris Lotito
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53
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Chairman of the Board of Directors and President
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Chris Lotito.
Mr. Lotito is our Chief Executive Officer, and a member of our
Board of Directors. Mr. Lotito has been self employed as a business consultant for the past 5 years. Mr. Lotito’s consulting
has mainly been in the areas of financing and business combinations. This experience with business combinations and evaluating
such fit an officer /director for a company seeking an acquisition.
Director Appointee
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Name
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Age
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Position
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Xue Ran Gao
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44
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Chief Executive Officer, Chief Financial Officer, Secretary and Sole Director
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CORPORATE GOVERNANCE
Committees of the Board Of Directors
We are currently quoted on the OTC (the “OTC”)
under the symbol “ASIN”. The OTC does not have any requirements for establishing any
committees. For this reason, we have not established any committees. All functions of an audit committee,
nominating committee and compensation committee are and have been performed by our board of directors.
Our Board believes that, considering our size, decisions relating
to director nominations can be made on a case-by-case basis by all members of the Board without the formality of a nominating committee
or a nominating committee charter. To date, we have not engaged third parties to identify or evaluate or assist in identifying
potential nominees, although we reserve the right to do so in the future.
The Board does not have an express policy with regard to the
consideration of any director candidates recommended by shareholders since the Board believes that it can adequately evaluate any
such nominees on a case-by-case basis; however, the Board will evaluate shareholder-recommended candidates under the same criteria
as internally generated candidates. Although the Board does not currently have any formal minimum criteria for nominees, substantial
relevant business and industry experience would generally be considered important, as would the ability to attend and prepare for
board, committee and shareholder meetings. Any candidate must state in advance his or her willingness and interest in serving on
the board of directors.
Following the Effective Date, we intend to appoint such persons
and form such committees as are required to meet the corporate governance requirements imposed by the national securities exchanges.
Therefore, we intend that a majority of our directors will eventually be independent directors. Additionally, we will adopt charters
relative to each such committee. Following the Share Purchase, until further determination by our board of directors, the full
board of directors will undertake the duties of the audit committee, compensation committee and nominating committee.
Director Independence
Presently, we are not required to comply with the director
independence requirements of any securities exchange. In determining whether our directors are independent, however, we
intend to comply with the rules of the NYSE AMEX (formerly known as the American Stock Exchange). The board of
directors also will consult with counsel to ensure that the board of directors’ determinations is consistent with those
rules and all relevant securities and other laws and regulations regarding the independence of directors, including those
adopted under the Sarbanes-Oxley Act of 2002 with respect to the independence of future audit committee members. The NYSE
AMEX listing standards define an “independent director” generally as a person, other than an officer of a
company, who does not have a relationship with the company that would interfere with the director’s exercise of
independent judgment.
We do not currently satisfy the “independent director”
requirements of the NYSE AMEX, which requires that a majority of a company’s directors be independent. However,
our board of directors is in the process of searching for suitable candidates to appoint as additional members, each of whom will
satisfy such independence requirements.
EXECUTIVE OFFICERS
In connection with the Share Purchase, Chris Lotito, will resign
as President and as a member of the Board of Directors, following the Board of Directors appointment of Xue Ran Gao to serve as
our Chief Executive Officer, Chief Financial Officer Secretary and as a member of the Board of Directors.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires our directors and executive officers, and persons who beneficially own more than 10% of a registered class of our equity
securities, to file reports of beneficial ownership and changes in beneficial ownership of our securities with the SEC on Forms
3 (Initial Statement of Beneficial Ownership), 4 (Statement of Changes of Beneficial Ownership of Securities) and 5 (Annual Statement
of Beneficial Ownership of Securities). Directors, executive officers and beneficial owners of more than 10% of our
common stock are required by SEC regulations to furnish us with copies of all Section 16(a) forms that they file. Except
as otherwise set forth herein, based solely on review of the copies of such forms furnished to us, or written representations that
no reports were required, we believe that for the fiscal year ended December 31, 2017, all of our executive officers, directors
and greater-than-ten percent stockholders complied with Section 16(a) filing requirements applicable to them.
COMPENSATION OF DIRECTORS AND EXECUTIVE
OFFICERS
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth compensation information concerning
all cash and non-cash compensation awarded to, earned or paid to certain of all executive officers and other key employees of
the Company who were serving as of the date of this Information Statement for services in all capacities during the last two (2)
completed fiscal years ended December 31, 2017 and 2018. The compensation listed below was paid to our officers by the Company. The
following information is calculated in U.S. dollars, bonus awards, the number of stock options granted and certain other compensation,
if any, whether paid or deferred.
SUMMARY COMPENSATION TABLE
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Name and principal position
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Year
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Salary
($)
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Bonus
($)
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Stock
Awards
($)
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Option
Awards
($)
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Non-Equity
Incentive
Plan
Compensation
($)
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Nonqualified
Deferred
Compensation
Earnings
($)
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All Other
Compensation
($)
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Total ($)
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Chris Lotito
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2017
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n/a
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n/a
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n/a
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n/a
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n/a
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n/a
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n/a
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n/a
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2018
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n/a
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n/a
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n/a
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n/a
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n/a
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n/a
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n/a
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n/a
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John Karatzaferis
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2017
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n/a
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n/a
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n/a
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n/a
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n/a
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n/a
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n/a
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n/a
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2018
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n/a
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n/a
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n/a
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n/a
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n/a
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n/a
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n/a
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n/a
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Outstanding Equity Awards at Fiscal Year End
There are no outstanding equity awards at June 5, 2019.
Option Plan
There are no stock options and no common shares set aside for
any stock option plan.
Director Compensation
AS Capital, Inc. has not yet provided any compensation to its
directors in the fiscal year ended December 31, 2019. The Company may establish certain compensation plans (e.g. options, cash
for attending meetings, etc.) with respect to directors in the future. Prior to the Share Purchase, Chris Lotito, the sole director
and officer of the Company was not receiving compensation for his services.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Nevada law and the Company’s Bylaws provide that the Company
will indemnify, to the fullest extent permitted by applicable law, any person, and the estate and personal representative of any
such person, against all liability and expense (including attorneys’ fees and costs of litigation) incurred by reason of
the fact that such person is or was a director or officer of the Company or, while servicing as a director or officer of the Company,
is or was serving at the request of the Company as a director, officer, partner, trustee, employee, fiduciary, or agent of, or
in any similar managerial or fiduciary position of, another domestic or foreign corporation or other entity or of an employee benefit
plan.
NO STOCKHOLDER ACTION REQUIRED
This Information Statement is being provided for informational
purposes only, and does not relate to any meeting of stockholders. Neither applicable securities laws, nor the corporate laws of
the State of Nevada require approval of the transactions contemplated by the Share Purchase.
No vote or other action is being
requested of the Company’s stockholders. This Information Statement is provided for informational purposes only.
STOCKHOLDER COMMUNICATIONS WITH DIRECTORS
Stockholders who want to communicate with our Board or any individual
director can write to:
AS Capital, Inc.
3609 Hammerkop Drive
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North Las Vegas, NV 89084
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Your letter should indicate that you are a stockholder of the
Company. Depending on the subject matter, management will:
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Forward the communication to the Director to whom it is addressed;
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Attempt to handle the inquiry directly; or
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Not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.
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At each Board meeting, a member of management presents a summary
of all communications received since the last meeting that were not forwarded and makes those communications available to the Directors
on request.
WHERE YOU CAN FIND MORE INFORMATION
We file reports with the SEC. These reports,
including annual reports, quarterly reports as well as other information we are required to file pursuant to securities laws.
You may read and copy materials we file with the SEC at the SEC’s Public Reference Room 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 an Internet site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC at http://www.sec.gov.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Company has duly caused this information statement on Schedule 14F-1 to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated: June 5, 2019
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AS Capital, Inc.
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By:
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/s/ Chris Lotito
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Name: Chris Lotito
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Title: Chief Executive Officer
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