Table of Contents
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark
One) |
|
|
[X] |
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2020. |
|
or
[_] |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to
__________ |
|
Commission File Number: 000-55999
AS Capital, Inc.
(Exact Name of Registrant as Specified in its Charter)
Nevada |
83-2187195 |
(State
of other jurisdiction of |
(I.R.S.
Employer |
incorporation
or organization) |
Identification
Number) |
3-11 Building 3, Beihuan East Road, Pinggu Town,
Pinggu District, Beijing
People's Republic of China
(Address of principal executive offices) (Zip Code)
Registrant's Phone: +86 137 168 55155
Securities registered pursuant to Section 12(b) of the
Act:
Title
of each Class |
Trading
Symbol |
Name
of each exchange on which registered |
Common
Stock, par value US$0.0001 |
ASIN |
N/A |
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes [_] No [X]
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files). Yes [X] No [_]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company. See the definitions of “large
accelerated filer”, “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer [_] |
|
Accelerated
filer [_] |
|
|
|
Non-accelerated
filer [_] |
Smaller
reporting company [X] |
|
|
|
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.
[_]
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). Yes [X] No [_]
As of April 29, 2020, the issuer had 11,201,030 shares of common
stock issued and outstanding.
PART I – FINANCIAL
INFORMATION
ITEM 1. FINANCIAL
STATEMENTS
AS CAPITAL, INC.
CONDENSED BALANCE SHEETS
(Unaudited)
|
|
|
March 31, 2020 |
|
|
|
December 31, 2019 |
|
|
|
|
|
|
|
|
(Audited) |
|
ASSETS |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash |
|
$ |
– |
|
|
$ |
– |
|
|
|
|
|
|
|
|
|
|
Total Current Assets
|
|
$ |
– |
|
|
$ |
– |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
SHAREHOLDERS’ DEFICIENCIES |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accrued expenses |
|
$ |
31,159 |
|
|
$ |
21,596 |
|
Due to
a related party |
|
|
138,533 |
|
|
|
121,063 |
|
|
|
|
|
|
|
|
|
|
Total Current
Liabilities |
|
|
169,692 |
|
|
|
142,659 |
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES |
|
|
169,692 |
|
|
|
142,659 |
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
– |
|
|
|
– |
|
|
|
|
|
|
|
|
|
|
Shareholders’ Deficiencies: |
|
|
|
|
|
|
|
|
Preferred
Stock, par value; $0.0001, 5,000,000 shares authorized, no shares
issued and outstanding |
|
|
– |
|
|
|
– |
|
Preferred
Stock, Series A, par value; $0.0001, 1,000,000 shares authorized,
1,000 and 1,000 shares issued and outstanding; respectively |
|
|
– |
|
|
|
– |
|
Preferred
Stock, Series B, par value; $0.0001, 3,000,000 shares authorized,
no shares issued and outstanding |
|
|
– |
|
|
|
– |
|
Preferred
Stock, Series C, par value; $0.0001, 1,000,000 shares authorized,
none and 1,000,000 shares issued and outstanding, respectively |
|
|
– |
|
|
|
– |
|
Common stock,
$0.0001 par value, 75,000,000 shares authorized; 11,201,030 and
11,201,030 shares issued and outstanding; respectively |
|
|
1,120 |
|
|
|
1,120 |
|
Additional paid-in capital |
|
|
36,110,927 |
|
|
|
36,110,927 |
|
Accumulated
deficit |
|
|
(36,281,739 |
) |
|
|
(36,254,706 |
) |
|
|
|
|
|
|
|
|
|
Total
Shareholders’ Deficiencies |
|
|
(169,692 |
) |
|
|
(142,659 |
) |
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIENCIES |
|
$ |
– |
|
|
$ |
– |
|
The accompanying notes are an integral part of the unaudited
condensed financial statements
AS CAPITAL, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
|
|
|
|
|
|
|
|
|
Three months
ended March 31, |
|
|
|
2020 |
|
|
2019 |
|
|
|
|
|
|
|
|
Revenue |
|
$ |
– |
|
|
$ |
– |
|
|
|
|
|
|
|
|
|
|
General and administrative expenses |
|
|
(27,033 |
) |
|
|
(3,754 |
) |
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
(27,033 |
) |
|
|
(3,754 |
) |
|
|
|
|
|
|
|
|
|
Loss
before income taxes |
|
|
(27,033 |
) |
|
|
(3,754 |
) |
|
|
|
|
|
|
|
|
|
Income taxes |
|
|
– |
|
|
|
– |
|
|
|
|
|
|
|
|
|
|
NET LOSS |
|
$ |
(27,033 |
) |
|
$ |
(3,754 |
) |
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per share |
|
$ |
0.00 |
|
|
$ |
0.01 |
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding |
|
|
11,201,030 |
|
|
|
201,030 |
|
The accompanying notes are an integral part of these unaudited
condensed financial statement.
AS CAPITAL INC.
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’
DEFICIENCY
(Unaudited)
|
|
Three months ended March 31, 2020 |
|
|
|
Series A
Preferred Stock |
|
|
Series C
Preferred Stock |
|
|
Ordinary shares |
|
|
Additional
|
|
|
|
|
|
|
|
|
|
No. of shares |
|
|
Amount |
|
|
No. of shares |
|
|
Amount |
|
|
No. of shares |
|
|
Amount |
|
|
paid-in capital |
|
|
Accumulated
deficit
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1,
2020 |
|
|
1,000 |
|
|
$ |
– |
|
|
|
– |
|
|
$ |
– |
|
|
|
11,201,030 |
|
|
$ |
1,120 |
|
|
$ |
36,110,927 |
|
|
$ |
(36,254,706 |
) |
|
$ |
(142,659 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the period |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
(27,033 |
) |
|
|
(27,033 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of March 31,
2020 |
|
|
1,000 |
|
|
$ |
– |
|
|
|
– |
|
|
$ |
– |
|
|
|
11,201,030 |
|
|
$ |
1,120 |
|
|
$ |
36,110,927 |
|
|
$ |
(36,281,739 |
) |
|
$ |
(169,692 |
) |
|
|
Three months ended March 31, 2019 |
|
|
|
Series A
Preferred Stock |
|
|
Series C
Preferred Stock |
|
|
Ordinary shares |
|
|
Additional
|
|
|
|
|
|
|
|
|
|
No. of shares |
|
|
Amount |
|
|
No. of shares |
|
|
Amount |
|
|
No. of shares |
|
|
Amount |
|
|
paid-in capital |
|
|
Accumulated
deficit
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1,
2019 |
|
|
1,000 |
|
|
$ |
– |
|
|
|
1,000,000 |
|
|
$ |
100 |
|
|
|
201,030 |
|
|
$ |
20 |
|
|
$ |
36,052,540 |
|
|
$ |
(36,101,190 |
) |
|
$ |
(48,530 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the period |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
(3,754 |
) |
|
|
(3,754 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of March 31,
2019 |
|
|
1,000 |
|
|
$ |
– |
|
|
|
1,000,000 |
|
|
$ |
100 |
|
|
|
201,030 |
|
|
$ |
20 |
|
|
$ |
36,052,540 |
|
|
$ |
(36,104,944 |
) |
|
$ |
(52,284 |
) |
The accompanying notes are an integral part of these unaudited
condensed financial statement.
AS CAPITAL INC.
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
|
|
Three months
ended March 31, |
|
|
|
2020 |
|
|
2019 |
|
Cash flow from
operating activities |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(27,033 |
) |
|
$ |
(3,754 |
) |
Adjustments to reconcile net loss to net cash generated from (used
in) operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in operating assets and
liabilities: |
|
|
|
|
|
|
|
|
Increase in
accounts payable |
|
|
– |
|
|
|
550 |
|
Increase in accrued liabilities |
|
|
9,563 |
|
|
|
– |
|
Cash
used in operating activities |
|
|
(17,470 |
) |
|
|
(3,204 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from
financing activities |
|
|
|
|
|
|
|
|
Proceeds from a
related party |
|
|
17,470 |
|
|
|
6,000 |
|
Net cash
generated from financing activities |
|
|
17,470 |
|
|
|
6,000 |
|
|
|
|
|
|
|
|
|
|
NET CHANGE IN CASH |
|
|
– |
|
|
|
2,796 |
|
Cash, beginning of period |
|
|
– |
|
|
|
65 |
|
|
|
|
|
|
|
|
2,861 |
|
Cash, end of period |
|
$ |
– |
|
|
$ |
– |
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
paid during the year for: |
|
|
|
|
|
|
|
|
Interest |
|
$ |
– |
|
|
$ |
– |
|
Income taxes |
|
$ |
|
|
|
$ |
– |
|
The accompanying notes are an integral part of these unaudited
condensed financial statement.
AS CAPITAL, INC.
NOTES TO THE CONDENSED
FINANCIAL STATEMENTS
MARCH 31, 2020
(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
On June 4, 2019, 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 and 964 shares of Series A Preferred Stock of
the Company, for aggregate consideration of Four Hundred Ten
Thousand Dollars ($410,000) in accordance with the terms and
conditions of the SPA. XRC is the controlling shareholder of the
Company. This acquisition closed on July 18, 2019. As a result of
the purchase, the Purchaser 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.
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, 2019. 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, 2019, 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 UNCERTAINTIES
As reflected in the accompanying unaudited financial statements,
the Company has no current operations from which to generate
revenue, has an accumulated deficit of $36,281,739 at March 31,
2020 and had a net loss of $27,033 for the three months ended March
31, 2020. 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 – 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
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
On June 4, 2019, 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 and 964 shares of Series A Preferred Stock of
the Company, 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. This
acquisition closed on July 18, 2019, and is more fully described in
Note 4 – Subsequent Events. As a result of the purchase, the
Purchaser 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.
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’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.
We are in active discussions with an operating company for a
potential business combination. There is no assurance that we will
be able to successfully consummate such an acquisition or that
following such acquisition we will be eligible to trade on a
national securities exchange, or be quoted on the
Over-the-Counter.
Results of Operations
Comparison of the three months ended March 31, 2020 and
2019.
Net Revenues. We did not generate revenues during the three
months ended March 31, 2020 and 2019.
General and Administrative Expenses. We incurred general and
administrative expenses of $27,033 and $3,754 during the three
months ended March 31, 2020 and 2019, respectively.
Net Loss. We incurred a net loss of $27,033 and $3,754
during the three months ended March 31, 2020 and 2019,
respectively. The net losses consisted solely of general and
administrative expenses.
We are in active discussions with an operating company for a
potential business combination. In the event that we are able to
successfully consummate such acquisition, we expect our revenues
and general and administrative expenses to increase as we expand
our finance and administrative staff, add infrastructure, and incur
additional costs related to being reporting act company, including
directors’ and officers’ insurance and increased professional
fees.
Liquidity and Capital Resources
As of March 31, 2020, we had total current assets of $0, and total
current liabilities of $169,692 consisting of $31,159 of accrued
expenses and $138,533 due to a related party. As of March 31, 2019,
we had total current assets of $0 and total current liabilities of
$142,659 consisting of $21,596 of accrued expenses and $121,063 due
to a related party.
Going Concern
We currently do not generate sufficient funds from operations to
finance our operations. Our auditors noted in our Annual Report on
Form 10-K filed with the Securities and Exchange Commission on
March 20, 2020, that we experienced a working capital deficit of
$142,659 and an accumulated deficit of $36,254,706 at December 31,
2019. As such, our continuation as a going concern is dependent
upon improving our profitability and the continuing financial
support from our stockholders. While we believe that existing
shareholders will continue to provide the additional cash to meet
our obligations as they become due, there can be no assurance that
we will be able to raise such additional capital resources on
satisfactory terms. We believe that our current cash and other
sources of liquidity discussed below are adequate to support
general operations for at least the next 12 months.
|
|
Three Months Ended March
31, |
|
|
|
2020 |
|
|
2019 |
|
Net cash generated from
(used in) operating activities |
|
$ |
(17,470 |
) |
|
$ |
(3,204 |
) |
Net cash (used in) provided by
investing activities |
|
$ |
– |
|
|
$ |
– |
|
Net cash provided by financing
activities |
|
$ |
17,470 |
|
|
$ |
6,000 |
|
Net Cash Used In Operating Activities.
Net cash used in operating activities was $17,470 compared to$3,204
for the three months ended March 31, 2020 and 2019.
Net Cash Generated From (Used In) Investing Activities.
Investing activities did not provide us with any net cash during
the three months ended March 31, 2020, and 2019.
Net Cash Provided By Financing Activities.
Net cash provided by financing activities was $17,470 compared to
$6,000 for the three months ended March 31, 2020, and 2019. Cash
from financing activities consisted entirely of related party
proceeds.
Critical accounting policies
The preparation of our
financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and the 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. On an on-going
basis, management evaluates its estimates and judgments which are
based on historical experience and on various other factors that
are believed to be reasonable under the circumstances. The results
of their evaluation form the basis for making judgments about the
carrying values of assets and liabilities. Actual results may
differ from these estimates under different assumptions and
circumstances. Our significant accounting policies are more fully
discussed in Note 2 to our financial statements contained
herein.
Recent accounting pronouncements
The Company has reviewed all recently issued, but not yet
effective, accounting pronouncements and do not believe the future
adoption of any such pronouncements may be expected to cause a
material impact on its financial condition or the results of its
operations.
ITEM 3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, as defined by Item 10 (f)(1) of
Regulation S-K, we are not required to provide the information
required by this item.
CONTROLS AND PROCEDURES
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 September 30, 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,
2020.
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 current quarter ended March 31, 2020, that have
materially affected, or are reasonable likely to materially affect,
our internal control over financial reporting.
PART II OTHER
INFORMATION
ITEM 1. LEGAL
PROCEEDINGS
The Company is not a party to any legal proceedings.
ITEM 1A. RISK FACTORS
None.
ITEM 2. UNREGISTERED SALES OF
EQUITY SECURITIES AND USE OF PROCEEDS
There were no sales of unregistered equity securities during the
covered time period.
ITEM 3. DEFAULTS UPON SENIOR
SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS
TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER
INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS
ON FORM 8-K
__________________
*Filed Herewith.
(1) |
Incorporated
by reference to Exhibit 3.1 to Registration Statement on Form SB-2
filed with the Securities and Exchange Commission on December 19,
2007. |
(2) |
Incorporated
by reference to Exhibit 3.1 to Current Report on Form 8-K filed
with the Securities and Exchange Commission on May 8,
2009. |
(3) |
Incorporated
by reference to the Exhibits to Registration Statement on Form 10
filed with the Securities and Exchange Commission on November 1,
2018. |
SIGNATURES
In accordance with Section 13 or 15 (d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: May 4, 2020
|
AS Capital, Inc. |
|
Registrant |
|
|
|
|
|
By:
/s/ Xue Ran Gao |
|
Xue Ran Gao
Chief Executive Officer, President,
Chief Financial Officer, Secretary and
Director
|
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