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 June 30, 2019. 		 

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)

 

3609 Hammerkop Drive  
North Las Vegas, NV 89084
(Address of principal executive offices) (Zip Code)

 

Registrant's Phone: (970) 817-1734

 

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 [_] No [X]

 

As of July 23, 2019, the issuer had 11,201,030 shares of common stock issued and outstanding.

 

 

 

 

     

 

 

 

  TABLE OF CONTENTS Page
 
PART I – FINANCIAL INFORMATION
     
Item 1. Financial Statements 3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation 4
Item 3. Quantitative and Qualitative Disclosures about Market Risk 7
Item 4. Controls and Procedures 7
 
PART II – OTHER INFORMATION
     
Item 1. Legal Proceedings 8
Item 1A. Risk Factors 8
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 8
Item 3. Defaults Upon Senior Securities 8
Item 4. Submission of Matters to a Vote of Security Holders 8
Item 5. Other Information 9
Item 6. Exhibits 10

 

 

 

 

 

 

 

 

 

 

  2  

 

 

ITEM 1. FINANCIAL STATEMENTS

 

 

 

AS CAPITAL, INC.

 

INDEX TO FINANCIAL STATEMENTS

 

 

Condensed Balance Sheets as of June 30, 2019 (unaudited) and December 31, 2018   F-1
     
Condensed Statements of Operations for the Three and Six Months Ended June 30, 2019 and 2018 (unaudited)   F-2
     
Condensed Statements of Stockholders’ Deficit for the Six Months Ended June 30, 2019 and 2018 (unaudited)   F-3
     
Condensed Statements of Cash Flows for the Six Months Ended June 30, 2019 and 2018 (unaudited)   F-4
     
Notes to the Condensed Financial Statements (unaudited)   F-5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  3  

 

 

AS CAPITAL, INC.

CONDENSED BALANCE SHEETS

       
      June 30,
2019 		      December 31,
2018 		 
ASSETS     (Unaudited)          
Current Assets:                
Cash   $ 907     $ 65  
Total Current Assets   $ 907     $ 65  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT                
Current Liabilities:                
Accrued interest – related party   $ 2,314     $ 2,314  
Due to a related party     9,386       46,281  
Total Current Liabilities     11,700       48,595  
Total Liabilities     11,700       48,595  
                 
Commitments and Contingencies     –       –  
                 
Stockholders’ Deficit:                
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     –       100  
Common stock, $0.0001 par value, 100,000,000 shares authorized; 11,201,030 and 201,030 shares issued and outstanding; respectively     1,120       20  
Additional paid-in capital     36,100,135       36,052,540  
Accumulated deficit     (36,112,048 )     (36,101,190 )
Total stockholders' deficit     (10,793 )     (48,530 )
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT   $ 907     $ 65  

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 

 

 

  F- 1  

 

 

AS CAPITAL, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 
   
    For the Three Months Ended
June 30, 		    For the Six Months Ended
June 30, 		 
    2019     2018     2019     2018  
Expenses:                        
General and administrative   $ 7,104     $ 604     $ 10,858     $ 1,200  
Total expenses     7,104       604       10,858       1,200  
                                 
Net Loss   $ (7,104 )   $ (604 )   $ (10,858 )   $ (1,200 )
                                 
Loss per share, basic and diluted   $ (0.00 )   $ (0.00 )   $ (0.01 )   $ (0.00 )
                                 
Weighted average shares outstanding, basic and diluted     2,255,945       201,000       1,234,149       201,000  

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  F- 2  

 

 

AS CAPITAL, INC.

CONDENSED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE SIX MONTHS ENDED JUNE 30, 2018

(Unaudited)

 
   
    Series A
Preferred Stock 		    Common Stock     Additional
Paid in 		    Accumulated        
    Shares     Amount     Shares     Amount     Capital     Deficit     Total  
Balance at December 31, 2017     36     $ –       201,030     $ 20     $ 36,044,980     $ (36,068,628 )   $ (23,628 )
Net loss     –       –       –       –       –       (597 )     (597 )
Balance March 31, 2018     36       –       201,030       20       36,044,980       (36,069,225 )     (24,225 )
Net loss     –       –       –       –       –       (603 )     (603 )
Balance at June 30, 2018     36     $ –       201,030     $ 20     $ 36,044,980     $ (36,069,828 )   $ (24,828 )

 

 

 

AS CAPITAL, INC.

CONDENSED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE SIX MONTHS ENDED JUNE 30, 2019

(Unaudited)

 
   
    Series A
Preferred Stock 		    Series C
Preferred Stock 		    Common Stock     Additional
Paid in 		    Accumulated        
    Shares     Amount     Shares     Amount     Shares     Amount     Capital     Deficit     Total  
Balance at December 31, 2018     1,000     $ –       1,000,000     $ 100       201,030     $ 20     $ 36,052,540     $ (36,101,190 )   $ (48,530 )
Net Loss     –               –       –       –       –       –       (3,754 )     (3,754 )
Balance March 31, 2019     1,000       –       1,000,000       100       201,030       20       36,052,540       (36,104,944 )     (52,284 )
Preferred shares converted to common     –       –       (1,000,000 )     (100 )     1,000,000       100       –       –       –  
Common shares issued for conversion of debt – related party     –       –       –       –       10,000,000       1,000       47,595       –       48,595  
Net loss     –       –       –       –       –       –       –       (7,104 )     (7,104 )
Balance at June 30, 2019     1,000     $ –       –     $ –       11,201,030     $ 1,120     $ 36,100,135     $ (36,112,048 )   $ (10,793 )

 

 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 

  F- 3  

 

 

AS CAPITAL, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 
   
    For the Six Months Ended June 30,  
    2019     2018  
CASH FLOW FROM OPERATING ACTIVITIES:                
Net Loss   $ (10,858 )   $ (1,200 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Changes in Operating Assets and Liabilities:                
Accounts payable     –       1,200  
Net Cash Used in Operating Activities     (10,858 )     –  
                 
CASH FLOWS FROM FINANCING ACTIVITIES:                
Proceeds from a related party     19,700       –  
Repayments to a related party     (8,000 )        
Net Cash provided by Financing Activities     11,700       –  
                 
Net Increase in Cash     842       –  
Cash at Beginning of Period     65       –  
Cash at End of Period   $ 907     $ –  
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                
Cash paid during the year for:                
Interest   $ –     $ –  
Income taxes   $ –     $ –  
Supplemental disclosure of non-cash activity:                
Common stock issued for related party debt   $ 48,595     $ –  

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 

 

  F- 4  

 

 

AS CAPITAL, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2019

(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, and is more fully described in Note 6 – 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.

 

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, 2018. 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, 2018, 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

 

As reflected in the accompanying unaudited financial statements, the Company has no current operations from which to generate revenue, has an accumulated deficit of $36,112,048 at June 30, 2019 and had a net loss of $10,858 for the six months ended June 30, 2019. 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.

 

 

 

 

  F- 5  

 

 

NOTE 4 – PREFERRED STOCK

 

On September 25, 2018, the Company filed a Certificate of Designation to designate 1,000,000 shares of Series A Preferred Stock and provide for the rights, privileges, and preferences of the Series A Preferred Stock. Shares of Series A Preferred Stock may be converted at the holder’s election into shares of common stock, at the conversion rate of one share of common stock for 12,000 shares of Series A Preferred Stock. Series A preferred stock has no dividends, liquidation or redemption rights and may vote only on matters pertaining to the Series A stock.

 

On September 25, 2018, the Company filed a Certificate of Designation to designate 3,000,000 shares of Series B Preferred Stock and provide for the rights, privileges, and preferences of the Series B Preferred Stock. Shares of Series B Preferred Stock may be converted at the holder’s election into shares of common stock, at the conversion rate of 1,000 shares of common stock for one share of Series B Preferred Stock. Series B preferred stock has no dividends, liquidation, redemption or voting rights.

 

On September 25, 2018, the Company filed a Certificate of Designation to designate 1,000,000 shares of Series C Preferred Stock and provide for the rights, privileges, and preferences of the Series C Preferred Stock. Shares of Series C Preferred Stock may be converted at the holder’s election into shares of common stock, at the conversion rate of one share of common stock for one share of Series C Preferred Stock. Series C preferred stock has no dividends, liquidation or redemption rights. Each share is entitled to 100,000 votes.

 

Refer to Note 5 for related party transactions.

 

NOTE 5 – RELATED PARTY TRANSACTIONS

 

On August 13, 2018, the Company entered into a line of credit with MDX, Inc., for up to $50,000 until December 31, 2018. The line of credit bears interest at 5% of the balance at December 31, 2018. Chris Lotito, CEO, is also the majority member of MDX, Inc. The line of credit had been extended until December 31, 2019. As of June 30, 2019, and December 31, 2018, there is $9,386 and $46,281, respectively, due on the line of credit. In addition, there is $2,314 of accrued interest due.

 

On June 13, 2019, and in anticipation of the sales transaction with Ms. Gao, MDX, Inc. transferred its line of credit, and assigned the current balance due, including all outstanding principal and accrued interest, to XRC in consideration of 10,000,000 shares of common stock of the Company. At the time of the transfer, $48,595 was due under the line of credit. At the same time XRC converted its 1,000,000 shares of Series C preferred stock into 1,000,000 shares of common stock. Chris Lotito is the managing member of XRC. The sales transaction with Ms. Gao is more fully described in Note 6 – Subsequent Events .

 

 

 

 

  F- 6  

 

 

NOTE 6 – 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 other than below.

 

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 Ten 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   No. of Shares   Percentage of
Issued and Outstanding 		    Consideration  
Xue Ran Gao   8,581,063 of Common Stock;
964 shares of Series A Preferred Stock 		    76.61%     $ 319,840  
Yan Hua Zhang   1,935,633 of Common Stock     17.28%     $ 72,146  
Kwok Chiu Kris Cheung   483,304 of Common Stock     4.3%     $ 18,014  

 

In connection with the above, the MDX line of credit, including all outstanding principal and accrued interest was transferred to XRC, LLC, the Company’s former control shareholder.

 

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.

 

 

 

 

 

 

  F- 7  

 

 

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 6 – 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.

 

 

 

  4  

 

 

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 June 30, 2019 and 2018.

 

Net Revenues . We did not generate revenues during the three months ended June 30, 2019 and 2018.

General and Administrative Expenses . We incurred general and administrative expenses of $7,104 and $604 during the three months ended June 30, 2019 and 2018, respectively.

 

Net Loss . We incurred a net loss of $7,104 and $604 during the three months ended June 30 2019 and 2018, 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 net revenues and general and administrative expenses to increase.

 

Comparison of the six months ended June 30, 2019 and 2018.

 

Net Revenues . We did not generate revenues during the six months ended June 30, 2019 and 2018.

 

General and Administrative Expenses . We incurred general and administrative expenses of $10,858 and $1200 during the six months ended June 30, 2019 and 2018, respectively.

 

Net Loss . We incurred a net loss of $10,858 and $1200 during the six months ended June 30 2019 and 2018, 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.

 

 

 

  5  

 

 

Liquidity and Capital Resources

 

As of June 30, 2019, we had total current assets of $907, all of which is cash, and total current liabilities of $11,700 consisting of $9,386 of related party liabilities and $2,314 of accrued interest due to a related party. As of June 30, 2018, we had total current assets of $65, all of which is in cash, and total current liabilities of $48,595 consisting of $46,281 of related party liabilities and $2,314 of accrued interest due to a related party. All of these current liabilities were subsequently transferred to our former control shareholder in connection with the sale of such shareholder’s securities to Xue Ran Goa. The transfer of liabilities is more fully described in Note 4-Subsequent Events .

 

Going Concern

 

We currently do not generate sufficient funds from operations to finance our operations. Our auditors noted in our Amendment No. 5 to Registration Statement on Form 10-12(g) filed with the Securities and Exchange Commission on July 17, 2019, that we experienced a working capital deficit of $52,284 and an accumulated deficit of $36,104,944 at March 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.

 

    Six Months Ended June 30,  
    2019     2018  
Net cash generated from (used in) operating activities   $ (10,858 )   $ (1,200 )
Net cash (used in) provided by investing activities   $ –     $ –  
Net cash (used in) generated from financing activities   $ 11,700     $ –  

 

Net Cash Generated From (Used In) Operating Activities.

 

Net cash used in operating activities was $10,858 for the six months ended June 30, 2019 as compared to $1,200 for the six months ended June 30, 2018.

 

Net Cash Used In Investing Activities.

 

Investing activities did not provide us with any net cash during the six months ended June 30, 2019 and 2018.

 

Net Cash (Used In) Provided By Financing Activities.

 

Net cash provided by financing activities was $11,700 compared to $0 for the six months ended June 30, 2019 and 2018. Cash from financing activities consisted of $19,700 of related party proceeds offset by repayment to a related party.

 

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.  

 

 

 

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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 June 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 June 30, 2019.

 

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 last quarter ended June 30, 2019, that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

 

 

 

 

 

 

 

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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.

 

 

 

 

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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

 

Exhibit Number
Description
3.1 Articles of Incorporation of Jupiter Resources, Inc. (1)
3.1.1 Certificate of Amendment to the Articles of Incorporation for Rineon Group, Inc. (2)
3.1.2 Certificate of Amendment to the Articles of Incorporation for AS Capital, Inc. (3)
3.2 By-Laws (3)
4.2 Certificate of Designation of Rineon Group for Series A Convertible Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (3)
31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .*
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .*

*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.

 

 

 

 

 

 

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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: August 8, 2019

 

  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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