Current Report Filing (8-k)
July 18 2019 - 5:16PM
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):
July 18, 2019 (July 18, 2019)
AS CAPITAL, INC.
(Exact name of registrant as specified in
its charter)
Nevada
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000-55999
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83-2187195
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(IRS Employer
Identification No.)
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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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Registrant’s telephone number, including area code:
+
60 17 380 2755
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(Former name or former address, if changed since last report)
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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:
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 (17 CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Securities registered pursuant to Section
12(b) of the Act:
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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NA
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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 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐
Emerging growth company
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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 5.01
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Changes in Control of Registrant.
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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 (collectively, the “Shares”), 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. The acquisition of the Shares consummated on July 18, 2019, and the Shares were ultimately purchased
by the following three individuals using their own personal funds:
Name
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No. of Shares
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Percentage of Issued and Outstanding
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Consideration
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Xue Ran Gao
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8,581,063 of Common Stock;
964 shares of Series A Preferred Stock
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76.61%
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$319,840
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Yan Hua Zhang
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1,935,633
of Common Stock
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17.28%
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$72,146
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Kwok Chiu Kris Cheung
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483,304
of Common Stock
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4.3%
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$18,014
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Ms. Gao holds 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.
Upon the
consummation of the sale of the Shares, Chris Lotito, our Chief Executive Officer and sole director, and John Karatzaferis, our President,
resigned from all of their positions with the Company, effective July 18, 2019. Their resignations were not due to any
dispute or disagreement with the Company on any matter relating to the Company's operations, policies or practices.
Concurrently with such
resignations, Xue Ran Gao was appointed to serve as the Chief Executive Officer, Chief Financial Officer, President, Secretary
and sole Director of the Company, until the next annual meeting of stockholders of the Company and until such director’s
successor is elected and qualified or until such director’s earlier death, resignation or removal. None of the directors
or executive officers has a direct family relationship with any of the Company’s directors or executive officers, or any
person nominated or chosen by the Company to become a director or executive officer. Ms. Gao will serve in her positions without
compensation. The Company hopes to enter into a compensatory arrangement with each officer in the future.
The following is additional
information regarding our sole director and executive officer.
Xue Ran
GAO
, age 44, has served as the Deputy General Administrative Manager of Jiangdong KOTO Electric (Tangshan) CO.,LTD.
since January 2006. From 1998 to 2005, she was the administrative manager at NGK (Tangshan) Electroceramic Co., Ltd. Ms. Gao
received her undergraduate diploma in Japanese language and culture in 1998 from Hebei University, College of Foreign
Languages. She holds certificates JLPT-N1, 2nd-level Enterprise HR Manager, Assistant Translator. Ms. Gao brings to our
Company her general business experience with a focus in the translation industry.
The
Form 10
information
required hereunder is provided in Amendment No. 5 to the Registration Statement on Form 10 filed with the Securities and Exchange
Commission on July 17, 2019.
Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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The
disclosure provided in Item 5.01 above is incorporated by reference herein.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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AS Capital, Inc.
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Dated: July 18, 2019
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By:
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/s/ Xue Ran Gao
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Xue Ran Gao
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Chief Executive Officer, Chief Financial Officer, President, and Secretary
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