Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 23, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | AS Capital, Inc. | |
Entity Central Index Key | 0001421819 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity's Reporting Status Current? | Yes | |
Is Entity Emerging Growth Company? | false | |
Elected Not To Use the Extended Transition Period | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding | 11,201,030 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 | |
Interactive Data Current | Yes | |
Entity File Number | 000-55999 | |
Entity Incorporation State | NV |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash | $ 907 | $ 65 |
Total Current Assets | 907 | 65 |
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: | ||
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 |
Preferred Stock [Member] | ||
Stockholders Deficit: | ||
Preferred Stock | 0 | 0 |
Series A Preferred Stock [Member] | ||
Stockholders Deficit: | ||
Preferred Stock | 0 | 0 |
Series B Preferred Stock [Member] | ||
Stockholders Deficit: | ||
Preferred Stock | 0 | 0 |
Series C Preferred Stock [Member] | ||
Stockholders Deficit: | ||
Preferred Stock | $ 0 | $ 100 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 11,201,030 | 201,030 |
Common stock, shares outstanding | 11,201,030 | 201,030 |
Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ .0001 | $ .0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 1,000 | 1,000 |
Preferred stock, shares outstanding | 1,000 | 1,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 1,000,000 |
Preferred stock, shares outstanding | 0 | 1,000,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 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 | $ 0 | $ (0.01) | $ 0 |
Weighted average shares outstanding, basic and diluted | 2,255,945 | 201,000 | 1,234,149 | 201,000 |
Condensed Statement of Stockhol
Condensed Statement of Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member]Series A Preferred Stock [Member] | Preferred Stock [Member]Series C Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance, shares at Dec. 31, 2017 | 36 | 201,030 | ||||
Beginning balance, value at Dec. 31, 2017 | $ 0 | $ 20 | $ 36,044,980 | $ (36,068,628) | $ (23,628) | |
Net loss | (597) | (597) | ||||
Ending balance, shares at Mar. 31, 2018 | 1,000 | 201,030 | ||||
Ending balance, value at Mar. 31, 2018 | $ 0 | $ 20 | 36,044,980 | (36,069,225) | (24,225) | |
Beginning balance, shares at Dec. 31, 2017 | 36 | 201,030 | ||||
Beginning balance, value at Dec. 31, 2017 | $ 0 | $ 20 | 36,044,980 | (36,068,628) | (23,628) | |
Net loss | (1,200) | |||||
Ending balance, shares at Jun. 30, 2018 | 201,030 | |||||
Ending balance, value at Jun. 30, 2018 | $ 20 | 36,044,980 | (36,069,828) | (24,828) | ||
Beginning balance, shares at Mar. 31, 2018 | 1,000 | 201,030 | ||||
Beginning balance, value at Mar. 31, 2018 | $ 0 | $ 20 | 36,044,980 | (36,069,225) | (24,225) | |
Net loss | (603) | (604) | ||||
Ending balance, shares at Jun. 30, 2018 | 201,030 | |||||
Ending balance, value at Jun. 30, 2018 | $ 20 | 36,044,980 | (36,069,828) | (24,828) | ||
Beginning balance, shares at Dec. 31, 2018 | 1,000,000 | 201,030 | ||||
Beginning balance, value at Dec. 31, 2018 | $ 100 | $ 20 | 36,052,540 | (36,101,290) | (48,530) | |
Net loss | (3,754) | (3,754) | ||||
Ending balance, shares at Mar. 31, 2019 | 1,000 | 1,000,000 | 201,030 | |||
Ending balance, value at Mar. 31, 2019 | $ 0 | $ 100 | $ 20 | 36,052,540 | (36,104,944) | (52,284) |
Beginning balance, shares at Dec. 31, 2018 | 1,000,000 | 201,030 | ||||
Beginning balance, value at Dec. 31, 2018 | $ 100 | $ 20 | 36,052,540 | (36,101,290) | (48,530) | |
Net loss | (10,858) | |||||
Ending balance, shares at Jun. 30, 2019 | 1,000 | 0 | 11,201,030 | |||
Ending balance, value at Jun. 30, 2019 | $ 0 | $ 0 | $ 1,120 | 36,100,135 | (36,112,048) | (10,793) |
Beginning balance, shares at Mar. 31, 2019 | 1,000 | 1,000,000 | 201,030 | |||
Beginning balance, value at Mar. 31, 2019 | $ 0 | $ 100 | $ 20 | 36,052,540 | (36,104,944) | (52,284) |
Preferred shares converted to common, shares | (1,000,000) | 1,000,000 | ||||
Preferred shares converted to common, value | $ (100) | $ 100 | ||||
Common shares issued for conversion of debt- related party, shares | 10,000,000 | |||||
Common shares issued for conversion of debt- related party, value | $ 1,000 | 47,595 | 48,595 | |||
Net loss | (7,104) | (7,104) | ||||
Ending balance, shares at Jun. 30, 2019 | 1,000 | 0 | 11,201,030 | |||
Ending balance, value at Jun. 30, 2019 | $ 0 | $ 0 | $ 1,120 | $ 36,100,135 | $ (36,112,048) | $ (10,793) |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (10,858) | $ (1,200) |
Changes in Operating Assets and Liabilities: | ||
Accounts payable | 0 | 1,200 |
Net Cash Used in Operating Activities | (10,858) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from a related party | 19,700 | 0 |
Repayments to a related party | (8,000) | 0 |
Net Cash provided by Financing Activities | 11,700 | 0 |
Net Increase in Cash | 842 | 0 |
Cash at Beginning of Period | 65 | 0 |
Cash at End of Period | 907 | 0 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest | 0 | 0 |
Income taxes | 0 | 0 |
Supplemental disclosure of non-cash activity: | ||
Common stock issued for related party debt | $ 48,595 | $ 0 |
1. Organization and Description
1. Organization and Description of Business | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Organization and Description of Business | 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 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 |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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. |
3. Going Concern
3. Going Concern | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 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. |
4. Preferred Stock
4. Preferred Stock | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Preferred Stock | 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. |
5. Related Party Transactions
5. Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
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 |
6. Subsequent Events
6. Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 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 Consideration Xue Ran Gao 8,581,063 of Common 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. |
2. Summary of Significant Acc_2
2. Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 | 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. |
3. Going Concern (Details Narra
3. Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||
Accumulated deficit | $ (36,112,048) | $ (36,112,048) | $ (36,101,190) | ||||
Net loss | $ (7,104) | $ (3,754) | $ (604) | $ (597) | $ (10,858) | $ (1,200) |
4. Preferred Stock (Details Nar
4. Preferred Stock (Details Narrative) | Jun. 30, 2019shares |
Series A Preferred Stock [Member] | |
Number of common shares issued for each share of convertible preferred stock | 12,000 |
Series B Preferred Stock [Member] | |
Number of common shares issued for each share of convertible preferred stock | 1,000 |
Series C Preferred Stock [Member] | |
Number of common shares issued for each share of convertible preferred stock | 1 |
5. Related Party Transactions (
5. Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |
Accrued interest - related party | $ 2,314 | $ 2,314 | |
MDX, Inc. [Member] | |||
Line of credit issuance date | Aug. 13, 2018 | ||
Line of credit maximum amount | 50,000 | ||
Line of credit expiration date | Dec. 31, 2019 | ||
Line of credit interest rate | 5.00% | ||
Line of credit balance | $ 9,386 | $ 46,281 |
6. Subsequent Events (Details)
6. Subsequent Events (Details) - Subsequent Event [Member] - Stock Purchase Agreement [Member] | 7 Months Ended |
Jul. 18, 2019USD ($)shares | |
Xue Ran Gao [Member] | |
Consideration | $ | $ 319,840 |
Percentage of issued and outstanding | 76.61% |
Xue Ran Gao [Member] | Common Stock [Member] | |
Number of shares | 8,581,063 |
Xue Ran Gao [Member] | Series A Preferred Stock [Member] | |
Number of shares | 964 |
Yan Hua Zhang [Member] | Common Stock [Member] | |
Number of shares | 1,935,633 |
Consideration | $ | $ 72,146 |
Percentage of issued and outstanding | 17.28% |
Kwok Chiu Kris Cheung [Member] | Common Stock [Member] | |
Number of shares | 483,304 |
Consideration | $ | $ 18,014 |
Percentage of issued and outstanding | 4.30% |