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 September 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)

 

3-11 Building 3, Beihuan East Road, Pinggu Town,
Pinggu District, Beijing
People's Republic of China

(Address of principal executive offices) (Zip Code)

 

3609 Hammerkop Drive

North Las Vegas, NV 89084

(Former Address)

 

 

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 September 30, 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 10
Item 3. Quantitative and Qualitative Disclosures about Market Risk 13
Item 4. Controls and Procedures 13
 
PART II – OTHER INFORMATION
     
Item 1. Legal Proceedings 14
Item 1A. Risk Factors 14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 14
Item 3. Defaults Upon Senior Securities 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 5. Other Information 14
Item 6. Exhibits 15

 

 

 

 

 

 

 

  2  
 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

AS CAPITAL, INC.

CONDENSED BALANCE SHEETS

(Unaudited)

 

    September 30, 2019     December 31, 2018  
             
ASSETS                
Current assets:                
Cash   $ –     $ 65  
                 
Total Current Assets   $ –     $ 65  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY                
Current liabilities:                
Accrued expenses   $ 2,041     $ –  
Accrued interest – related party     –       2,314  
Due to a related party     736       46,281  
                 
Total Current Liabilities     2,777       48,595  
                 
TOTAL LIABILITIES     2,777       48,595  
                 
Commitments and contingencies                
                 
Shareholders’ Equity:                
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     36,110,927       36,052,540  
Accumulated deficit     (36,114,824 )     (36,101,190 )
                 
Total Shareholders’ Equity     (2,777 )     (48,530 )
                 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY   $ –     $ 65  

 

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

 

 

 

  3  
 

 

AS CAPITAL, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

    Three months ended
September 30, 		    Nine months ended
September 30, 		 
    2019     2018     2019     2018  
                         
General and administrative expenses   $ 2,776     $ 19,033     $ 13,634     $ 20,233  
                                 
Total operating expenses     2,776       19,033       13,634       20,233  
                                 
Loss before income taxes     (2,776 )     (19,033 )     (13,634 )     (20,233 )
                                 
Income taxes     –       –       –       –  
                                 
NET INCOME (LOSS)   $ (2,776 )   $ (19,033 )   $ (13,634 )   $ (20,233 )
                                 
Basic and diluted net loss per share   $ (0.01 )   $ (0.09 )   $ (0.01 )   $ (0.10 )
                                 
Basic and diluted weighted average shares outstanding     1,234,149       201,000       1,234,149       201,000  

 

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

 

 

 

 

 

 

  4  
 

 

AS CAPITAL INC.

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIENCY) (Continued)

(Unaudited)

 

    Three months ended September 30, 2019  
    Series A
Preferred Stock 		    Series C
Preferred Stock 		    Ordinary shares     Additional paid-in     Accumulated      
    No. of shares     Amount     No. of shares     Amount     No. of shares     Amount     capital     deficit     Total  
                                                       
Balance as of July 1, 2019     1,000     $ –       –     $ –       11,201,030     $ 1,120     $ 36,100,135     $ (36,112,048 )   $ (10,793 )
                                                                         
Preferred share issued     –       –       –       –       –       –       –       –        –   
Net loss for the period     –       –       –       –       –       –       –       (2,776 )     (2,776 )
                                                                         
Balance as of September 30, 2019     1,000     $ –       –     $ –       11,201,030     $ 1,120     $ 36,100,135     $ (36,114,824 )   $ (13,569 )

 

 

    Three months ended September 30, 2018  
   

Series A

Preferred Stock

   

Series C

Preferred Stock

    Ordinary shares    

Additional paid-in

    Accumulated    

 

 
    No. of shares     Amount     No. of shares     Amount     No. of shares     Amount     capital     deficit     Total  
                                                       
Balance as of July 1, 2018     36     $ –       –     $ –       201,030     $ 20     $ 36,044,980     $ (36,069,828 )   $ (24,828 )
                                                                         
Preferred share issued     –       –       1,000,000       10       –       –       7,650       –       7,660  
Net loss for the period     –       –       –       –       –       –       –       (19,033 )     (19,033 )
                                                                         
Balance as of September 30, 2018     36     $ –       1,000,000     $ 10       201,030     $ 20     $ 36,052,630     $ (36,088,861 )   $ (36,201 )

 

 

 

  5  
 

 

AS CAPITAL INC.

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIENCY) (Continued)

(Unaudited)

 

 

    Nine months ended September 30, 2019  
   

Series A

Preferred Stock

   

Series C

Preferred Stock

    Ordinary shares    

Additional

paid-in

    Accumulated    

 

 
    No. of shares     Amount     No. of shares     Amount     No. of shares     Amount     capital     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 )
                                                                         
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 for the period     –       –       –       –       –       –       –       (13,634 )     (13,634 )
                                                                         
Balance as of September 30, 2019     1,000     $ –       –     $ –       11,201,030      $ 1,120     $ 36,100,135     $ (36,114,824 )   $ (13,569 )

 

    Nine months ended September 30, 2018  
    Series A
Preferred Stock 		    Series C
Preferred Stock 		    Ordinary shares     Additional
paid-in 		    Accumulated        
    No. of shares     Amount     No. of shares     Amount     No. of shares     Amount     capital     deficit     Total  
                                                       
Balance as of January 1, 2018     36     $ –       –     $ –       201,030     $ 20     $ 36,044,980     $ (36,068,628 )   $ (23,628 )
                                                                         
Preferred shares issued     –       –       1,000,000       10       –       –       7,650       –       7,660  
Net loss for the period     –       –       –       –       –       –       –       (20,233 )     (20,233 )
                                                                         
Balance as of September 30, 2018     36     $  –       1,000,000     $ 10       201,030     $ 20      $ 36,052,630      $ (36,088,861 )   $ (36,201 )

 

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

 

 

  6  
 

 

AS CAPITAL INC.

CONDENSED STATEMENT OF CASH FLOWS

(Unaudited)

 

    Nine months ended September 30,  
    2019     2018  
Cash flow from operating activities                
Net income (loss)   $ (13,634 )   $ (20,233 )
Adjustments to reconcile net income (loss) to net cash used in operating activities                
Preferred stock issued for payment of expenses     –       7,660  
                 
Change in operating assets and liabilities:                
Increase in accounts payable     –       12,106  
Increase in accrued liabilities     2,041       –  
                 
Cash used in operating activities     (11,593 )     (467 )
                 
Cash flows from financing activities                
Proceeds from a director     736       –  
Proceeds from a related party     19,700       467  
Repayments to a related party     (8,908 )     –  
                 
Net cash provided by financing activities     11,528       467  
                 
NET CHANGE IN CASH     (65 )     –  
Cash, beginning of period     65       –  
                 
Cash, end of period   $ –     $ –  
                 
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:                
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.

 

 

 

 

 

  7  
 

 

AS CAPITAL, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 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. 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 $36,114,824 at September 30, 2019 and had a net loss of $13,634 for the nine months ended September 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.

 

 

 

 

  8  
 

 

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 December 31, 2018, there is $46,281 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.

 

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.

 

 

 

 

 

 

  9  
 

 

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.

 

 

 

  10  
 

 

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 September 30, 2019 and 2018.

 

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

 

General and Administrative Expenses. We incurred general and administrative expenses of $2,776 and $19,033 during the three months ended September 30, 2019 and 2018, respectively.

 

Net Loss. We incurred a net loss of $2,776 and $19,033 during the three months ended September 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 nine months ended September 30, 2019 and 2018.

 

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

 

General and Administrative Expenses. We incurred general and administrative expenses of $13,634 and $20,233 during the nine months ended September 30, 2019 and 2018, respectively.

 

Net Loss. We incurred a net loss of $13,634 and $20,233 during the nine months ended September 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.

 

 

 

 

  11  
 

 

Liquidity and Capital Resources

 

As of September 30, 2019, we had total current assets of $0, and total current liabilities of $$2,777 consisting of $$2,041 of accrued expenses and $736 due to a related party. As of September 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 due to a related party and $2,314 of accrued interest due to a related party. All current liabilities incurred prior to June 13, 2019, 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.

 

    Nine Months Ended September 30,  
    2019     2018  
Net cash generated from (used in) operating activities   $ (11,593 )   $ (467 )
Net cash (used in) provided by investing activities   $ –     $ –  
Net cash provided by financing activities   $ 11,528     $ 467  

 

Net Cash Generated From (Used In) Operating Activities.

 

Net cash used in operating activities was $11,593 for the nine months ended September 30, 2019 as compared to $467 for the nine months ended September 30, 2018.

 

Net Cash Used In Investing Activities.

 

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

 

Net Cash Provided By Financing Activities.

 

Net cash used in financing activities was $11,528 compared to $467 for the nine months ended September 30, 2019 and 2018. Cash from financing activities consisted of $19,700 of related party proceeds and $736 from a director offset by repayment of $8,908 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 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 September 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 September 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 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 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: November 14, 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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