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CUSIP No. 00215R101
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Page 1 of 4
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1. Names of Reporting Persons.
Xue Ran GAO
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2. Check the Appropriate Box if a Member of a Group
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(a)
o
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(b)
o
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3. SEC Use Only
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4. Source of Funds:
PF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6. Citizenship
or Place of Organization: HONG KONG
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Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
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7. Sole Voting Power;
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8,581,063
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8. Shared Voting Power
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0
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9. Sole Dispositive Power
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8,581,063
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10. Shared Dispositive Power
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0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person:
8,581,063
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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13. Percent of Class Represented by Amount in Row (11): 76.61%
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14. Type of Reporting Person:
IN
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CUSIP No. 00215R101
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Page 2 of 4
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Item 1. Security and Issuer
The class of equity securities to which
this statement relates is the common stock, 50.0001 par value per share (the "Common Stock"), of AS Capital, Inc., a
Nevada corporation (the "Company"). The principal executive office of the Company is located at Room 601 Unit 4, 9/F,
Long Yuan XinJu Court, LongZeBeiLu Road, Goaxin, LuBei District, Tang Shan, HeBei Province, PRC.
Item 2. Identity and Background
(a)
This Schedule 13D is being filed by Xue Ran GAO (the "Reporting Person").
(b)
The address of the principal business of the Reporting Person is Room 601 Unit 4, 9/F, Long Yuan XinJu Court, LongZeBeiLu
Road, Goaxin, LuBei District, Tang Shan, HeBei Province, PRC.
(c) Ms. GAO's principal
occupation is Chief Executive Officer, Chief Financial Officer, Secretary and Director of the Company.
(d)
During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e)
During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject, to federal or state securities laws or finding any violation
with respect to such laws.
(f) Ms. Gao is a citizen
of
the People's Republic of China.
Item 3. Source and Amount of Funds or Other Consideration
On June 4, 2019,
the Reporting Person entered into a Stock Purchase Agreement (the "SPA") with the Company and XRC, LLC, a Colorado
limited liability company ("XRC") 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. The acquisition of the Shares consummated on July18, 2019, and the Shares were ultimately
purchased by three individuals, with the Reporting Person purchasing 8,581,063 of the Shares, representing a controlling
interest in the Company. Accordingly, the Reporting Person may unilaterally determine the election of the Board and other
substantive matters requiring approval of the Company's stockholders.
Ms. GAO used personal funds to acquire the foregoing
shares of common stock of the Company.
Item 4. Purpose of Transaction
The acquisition by the Reporting Person
of the Shares (as hereinafter defined) as described herein was effected because of the belief that the Shares represent an attractive
investment. Depending on prevailing market, economic and other conditions, the Reporting Person may from time to time acquire additional
Shares or engage in discussions with the Company concerning future acquisitions of shares of its capital stock. Such acquisitions
may be made by means of open-market purchases, privately negotiated transactions, direct acquisitions from the Company or otherwise.
The Reporting Person intends to review her investment in the Company on a continuing basis and, depending upon the price and availability
of shares of the Company's capital stock, subsequent developments affecting the Company, the Company's business and prospects,
other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax
considerations and other factors considered relevant, may decide at any time to increase or to decrease the size of her investment
in the Company.
As an executive officer, director and
significant stockholder in the Company, Ms. GAO may vote her shares or otherwise cause the Company to enter into acquisitions and
strategic partnerships to expand the business of the Company. These acquisitions or strategic partnerships may be funded through
the issuance of additional securities of the Company, working capital or a combination of both.
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CUSIP No. 00215R101
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Page 3 of 4
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Additional
Disclosure
Except as set
forth above in this statement, the Reporting Person has no plans or proposals that relate to or would result in: (a) the
acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an
extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change
in the present Board or management of the Company, including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of
the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's
charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the
Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a)
The percentages used herein are calculated based upon 11,201,030 shares of the Common Stock outstanding as of June 18,
2019.
(b)
The Reporting Person is the direct owner of 8,581,063 shares of Common Stock, par value $0.0001, and 964 shares of Series A
Preferred Stock of the Company, par value $0.0001 (collectively, the "Shares") representing approximately 76.61% of
the outstanding shares of Common Stock and 96% of the outstanding shares of Series A Preferred Stock. Ms. Gao has the sole
power to vote or to direct the vote and to dispose or direct the disposition of the Shares.
(c)
The Reporting Person did not effect any transactions in the Shares during the sixty days before the date of this Schedule 13D.
(d)
Except as set forth in this Item 5, no person other than the Reporting Person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.
(e)
Not applicable.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer
The disclosures set forth in Item 4 hereinabove is
hereby incorporated by reference herein.
Item 7. Material to be Filed as Exhibits
None.
SIGNATURES
After reasonable inquiry and to the
best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and
correct.
Dated: July 18,
2019
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/s/ Xue Ran GAO
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Xue Ran GAO
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