U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
S | Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended September 30, 2018 | |
£ | Transition Report under Section 13 or 15(d) of the Exchange Act |
For the Transition Period from ________to __________ | |
Commission file number: 333-148189
AS Capital, Inc.
(Exact nameName of registrantRegistrant as specifiedSpecified in its charter)
Nevada | ||
(State | (I.R.S. Employer | |
incorporation or organization) | Identification Number) |
3609 Hammerkop Drive | |
North Las Vegas, NV | 89084 |
(Address of principal executive offices) | ( |
Registrant's Phone:(970) 817-1734 |
Indicate by check mark whether the registrantissuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the precedingpast 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to thesuch filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).
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 o | Accelerated filer o | |
Non-accelerated filer o | Smaller reporting company x | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
YesYes o Nox No o
As of outstandingNovember 9, 2018, the issuer had 201,000 shares of the registrant's par value $0.001 common stock as of August 23, 2010: 2,010,000.
Page | |||||||
PART I – FINANCIAL INFORMATION | |||||||
Item 1. | Financial Statements | ||||||
3 | |||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of | ||||||
4 | |||||||
Item 3. | Quantitative and Qualitative Disclosures | 6 | |||||
Item 4. | 6 | ||||||
PART II – OTHER INFORMATION | |||||||
Item 1. | Legal Proceedings | ||||||
7 | |||||||
Item 1A. | Risk Factors | ||||||
7 | |||||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | ||||||
7 | |||||||
Item 3. | Defaults Upon Senior Securities | ||||||
7 | |||||||
Item 4. | |||||||
7 | |||||||
Item 5. | Other Information | ||||||
7 | |||||||
Item 6. | Exhibits |
2 | |||||
AS CAPITAL, INC.
(formerly Rineon Group, Inc.)
INDEX TO FINANCIAL STATEMENTS
3 |
Report of Independent Registered Public Accounting Firm
To the shareholders and the board of directors of AS CAPITAL, INC.
Opinion on the Financial Statements
We have reviewed the accompanying balance sheets ofAS CAPITAL, INC. (the “Company”) as of September 30, 2018 and 2017, the related statements of operations, changes in shareholders’ equity and cash flows, in the period ended September 30, 2018, and the related notes collectively referred to as the “financial statements”. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2018 and 2017, and the results of its operations and its cash flows in the period ended September 30, 2017, in conformity with U. S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critcal Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
Other Explanatory Paragraph
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.
/s/ Olayinka Oyebola & Co.
OLAYINKA OYEBOLA & CO.
(Chartered Accountants)
We have served as the Company’s auditor since May 2018.
Lagos, Nigeria,
October 2018,
F-1 |
RINEON GROUP, INC. | ||||||||
CONDENSED BALANCE SHEETS | ||||||||
AS OF JUNE 30, 2010 AND DECEMBER 31, 2009 | ||||||||
June 30, 2010 | December 31, 2009 | |||||||
(unaudited) | (Consolidated) | |||||||
ASSETS | ||||||||
Current Assets | ||||||||
Cash | $ | - | $ | 195,732 | ||||
Investments | 48,825,250 | 43,500,495 | ||||||
Accrued interest | - | 65,089 | ||||||
Insurance premium receivable | - | 4,875,112 | ||||||
Total current assets | 48,825,250 | 48,636,429 | ||||||
GOODWILL | - | 16,521,500 | ||||||
TOTAL ASSETS | $ | 48,825,250 | $ | 65,157,929 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY: | ||||||||
LIABILITIES | ||||||||
Accounts payable | 178,391 | 243,941 | ||||||
Due to related party | 20,000 | - | ||||||
Unearned premium reserve | - | 1,580,095 | ||||||
Loss reserves | - | 3,031,723 | ||||||
Total liabilities | 198,391 | 4,855,759 | ||||||
COMMITMENTS AND CONTINGENCIES | - | |||||||
STOCKHOLDERS' EQUITY: | ||||||||
Common stock, $0.001 par value, 75,000,000 shares | ||||||||
authorized; 2,010,000 shares issued and outstanding | 2,010 | 2,010 | ||||||
Preferred stock, $.001 par value, 10,000,000 shares | ||||||||
authorized; 36,000 shares issued and outstanding | 36 | 36 | ||||||
Additional paid-in-capital | 36,022,954 | 40,444,454 | ||||||
Retained earnings | 12,601,859 | 17,261,279 | ||||||
Total stockholders' equity | 48,626,859 | 57,707,779 | ||||||
NONCONTROLLING INTEREST | - | 2,594,391 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 48,825,250 | $ | 65,157,929 |
AS CAPITAL, INC.
(formerly Rineon Group, Inc)
(unaudited)
ASSETS | September 30, 2018 | December 31, 2017 | ||||||
Current Assets: | ||||||||
Cash | $ | – | $ | – | ||||
Total Current Assets | – | – | ||||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Current Liabilities: | ||||||||
Accounts payable | $ | 200 | $ | 23,628 | ||||
Loan payable – related party | 36,001 | – | ||||||
Total Current Liabilities | 36,201 | 23,628 | ||||||
Total Liabilities | 36,201 | 23,628 | ||||||
Commitments and Contingencies | – | – | ||||||
Stockholders’ Equity (Deficit): | ||||||||
Preferred Stock, par value; $0.00001, 5,000,000 shares authorized, no shares issued and outstanding | – | – | ||||||
Preferred Stock, Series A, par value; $0.00001, 1,000,000 shares authorized, 1,000 and 36 shares issued and outstanding; respectively | – | – | ||||||
Preferred Stock, Series B, par value; $0.00001, 3,000,000 shares authorized, no shares issued and outstanding | – | – | ||||||
Preferred Stock, Series C, par value; $0.00001, 1,000,000 shares authorized, 1,000,000 and no shares issued and outstanding, respectively | 10 | – | ||||||
Common stock, $0.001 par value, 75,000,000 shares authorized; 201,000 and 201,000 shares issued and outstanding; respectively | 201 | 201 | ||||||
Additional paid-in capital | 36,052,449 | 36,044,799 | ||||||
Accumulated deficit | (36,088,861 | ) | (36,068,628 | ) | ||||
Total stockholders' deficit | (36,201 | ) | (23,628 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | – | $ | – |
The accompanying notes are an integral part of these consolidatedunaudited financial statements
F-2 |
AS CAPITAL, INC.
(formerly Rineon Group, Inc)
(unaudited)
RINEON GROUP, INC. | ||||||||||||||||
CONDENSED STATEMENTS OF OPERATIONS | ||||||||||||||||
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2010 | ||||||||||||||||
AND JUNE 30, 2009 (UNAUDITED) | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, 2010 | June 30, 2009 | June 30, 2010 | June 30, 2009 | |||||||||||||
(Consolidated) | (Consolidated) | |||||||||||||||
Net premiums earned | $ | - | $ | 3,393,696 | $ | - | $ | 6,787,391 | ||||||||
Investment income | - | 873 | - | 1,532 | ||||||||||||
Net realized and unrealized gains (loss) on securities | - | 2,798,167 | - | 8,469,324 | ||||||||||||
Total revenues | - | 6,192,736 | - | 15,258,247 | ||||||||||||
Expenses: | ||||||||||||||||
Losses and loss adjustment expenses | - | 2,153,504 | - | 4,307,009 | ||||||||||||
Policy acquisition costs | - | 1,166,276 | - | 2,332,553 | ||||||||||||
General and administrative expense | 68,661 | 17,806 | 71,712 | 47,692 | ||||||||||||
Total expense | 68,661 | 3,337,587 | 71,712 | 6,687,254 | ||||||||||||
Income (loss) from operations before other income and | ||||||||||||||||
provision for (benefit from) income tax | (68,661 | ) | 2,855,149 | (71,712 | ) | 8,570,993 | ||||||||||
Gain on deconsolidation of subsidiary | - | 3,200,000 | - | |||||||||||||
Other comprehensive income | 2,699,731 | - | 2,699,731 | - | ||||||||||||
2,631,071 | 2,855,149 | 5,828,020 | 8,570,993 | |||||||||||||
Provision for (benefit from) income tax | - | - | - | - | ||||||||||||
Minority interest | - | (528,203 | ) | - | (1,585,634 | ) | ||||||||||
Net income | $ | 2,631,071 | $ | 2,326,947 | $ | 5,828,020 | $ | 6,985,360 | ||||||||
Weighted Average Common Shares Outstanding: | ||||||||||||||||
Basic and diluted | 2,010,000 | 7,000,000 | 2,010,000 | 7,000,000 | ||||||||||||
Earnings per share: | ||||||||||||||||
Basic and diluted | $ | 1.27 | $ | 0.33 | $ | 2.86 | $ | 1.00 |
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
Expenses: | ||||||||||||||||
General and administrative | $ | 19,033 | $ | 610 | $ | 20,233 | $ | 1,811 | ||||||||
Total expenses | 19,033 | 610 | 20,233 | 1,811 | ||||||||||||
Loss before provision for income taxes | (19,033 | ) | (610 | ) | (20,233 | ) | (1,811 | ) | ||||||||
Net Loss | $ | (19,033 | ) | $ | (610 | ) | $ | (20,233 | ) | $ | (1,811 | ) | ||||
Loss per share, basic and diluted | $ | (0.09 | ) | $ | (0.00 | ) | $ | (0.10 | ) | $ | (0.01 | ) | ||||
Weighted average shares outstanding, basic and diluted | 201,000 | 201,000 | 201,000 | 201,000 |
The accompanying notes are an integral part of these consolidatedunaudited financial statements
F-3 |
AS CAPITAL, INC.
(formerly Rineon Group, Inc)
(unaudited)
RINEON GROUP, INC. | ||||||||
STATEMENTS OF CASH FLOWS | ||||||||
FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009 | ||||||||
June 30, 2010 | June 30, 2009 | |||||||
(Consolidated) | ||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net income | $ | 5,828,020 | $ | 6,985,360 | ||||
Adjustments to reconcile net income to net cash | ||||||||
provided by (used in) operating activities: | ||||||||
Realized and unrealized gains on investments | (2,699,731 | ) | (8,469,324 | ) | ||||
Gain on deconsolidation of subsidiary | (3,200,000 | ) | ||||||
Changes in assets and liabilities: | ||||||||
(Increase) decrease in insurance premium receivable | - | (130,065 | ) | |||||
Increase (decrease) in accounts payable | 51,711 | (24,169 | ) | |||||
Increase (decrease) in related party payables | - | (14,400 | ) | |||||
Increase (decrease) in unearned premium reserve | - | (12,329 | ) | |||||
Increase (decrease) in loss reserves | - | 302,271 | ||||||
Net cash provided by operating activities | (20,000 | ) | (1,362,656 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Effect on cash of deconsolidation of subsidiary | (195,733 | ) | - | |||||
Purchase of investments | - | (36,000,000 | ) | |||||
Minority interest | - | 1,585,634 | ||||||
Proceeds from forgiveness of debt | - | 30,565 | ||||||
Accrued interest from investments | - | (1,317 | ) | |||||
Net cash provided by (used in) investing activities | (195,733 | ) | (34,385,118 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Proceeds from loan from related party | 20,000 | - | ||||||
Proceeds from the issuance of preferred stock | - | 36,000,000 | ||||||
Net cash used in financing activities | 20,000 | 36,000,000 | ||||||
INCREASE IN CASH | (195,733 | ) | 252,226 | |||||
CASH, BEGINNING OF YEAR | 195,733 | 629,429 | ||||||
CASH, END OF PERIOD | $ | - | $ | 881,655 | ||||
Supplemental Disclosures | ||||||||
Cash paid during the year for interest | $ | - | $ | - | ||||
Cash paid during the year for taxes | $ | - | $ | - |
For the Nine Months Ended September 30, | ||||||||
2017 | 2016 | |||||||
CASH FLOW FROM OPERATING ACTIVITIES: | ||||||||
Net Loss | $ | (20,233 | ) | $ | (1,811 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Preferred stock issued for payment of expenses | 7,660 | – | ||||||
Changes in Operating Assets and Liabilities: | ||||||||
Accounts payable | 12,106 | 1,811 | ||||||
Net Cash Used in Operating Activities | (467 | ) | – | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: | – | – | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Loan payable - related party | 467 | – | ||||||
Net Cash provided by Financing Activities | 467 | – | ||||||
Net Increase in Cash | – | – | ||||||
Cash at Beginning of Period | – | – | ||||||
Cash at End of Period | $ | – | $ | – | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
Cash paid during the year for: | ||||||||
Interest | $ | – | $ | – | ||||
Income taxes | $ | – | $ | – |
The accompanying notes are an integral part of these consolidatedunaudited financial statements
F-4 |
AS CAPITAL, INC.
September 30, 2010 and 2009
(unaudited)
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS
AS Capital, Inc. (the “Company”) was incorporated inunder the laws of the State of Nevada on June 15, 2006 and that isas 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 inception date.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 was an Exploration Stage Company as defined by Statement of Financial Accounting Standard (SFAS) No. 7 "Accounting and Reporting for Development Stage Enterprises". The Company acquired a mineral claim located in British Columbia, Canada in March 2007. On May 14, 2008, the claim was forfeited duecurrently intends to nonpayment of renewal fees.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of property and casualty insurance products to businesses around the world. In September 2008, Amalphis acquired API, an entity that issues customized reinsurance to a United States insurance carrier that offers automotive insurance coverage to drivers who are unable to obtain insurance from standard carriers. 160;API was formed in Barbados on November 9, 2007 by NatProv Holdings Inc., (“NatProv”) a British Virgin Islands corporation.
The Amalphis Agreement resulted in Rineon owning convertible preferred stock, which was converted to restricted common stock, of an unaffiliated publicly traded insurance group. As a result of this transaction, Rineon became a minority investor in this insurance group and, therefore, no longer have control of the former operating subsidiary, Allied Provident Insurance.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of Americaaccounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
Recently issued accounting pronouncements
The fair value of a financial instrument is the amountCompany has implemented all new accounting pronouncements that would be received to see an asset or amount paid to transfer a liabilityare in a current transaction between market participants, other than in a forced sale or liquidation, at the measurement date. The carrying amounts of financial instruments, including cash, accounts payable and accrued expenses approximate fair value because of the relatively short maturity of the instruments.
NOTE 3 – GOING CONCERN
As reflected in the accompanying financial statements, the Company has no current operations from which to generate revenue, has an accumulated deficit of $36,088,861 at September 30, 2018 and had a net loss of $20,233 for the nine months ended September 30, 2018. These factors raise substantial doubt about our ability to continue as a going concern. The Company records fair value of monetary and nonmonetary instruments in accordance with ASC 820 Fair Value Measurements and Disclosures. The ASC establishes a framework for measuring fair value, establishes a fair value hierarchy based on inputs used to measure fair value, and expands disclosure about fair value measurements. Adopting this statement has not had an effect on the Company’s financial condition, cash flows, or results of operations.
NOTE 4 – PREFERRED STOCK
On September 25, 2018, the Company filed a Certificate of three levels, as follows:
Level 1 Value | Level 2 Fair Value | Level 3 Value | Total Value | Cost | ||||||||||||||||
Equity securities | $ | 48,825,250 | 0 | - | 48,825,250 | $ | 46,125,519 | |||||||||||||
$ | 48,825,250 | $ | 0 | $ | - | $ | 48,825,250 | $ | 46,125,519 |
Fair | Original | Realized | Unrealized | |||||||||||||||||
Investment | Value | Cost | Gain | Gain | Total | |||||||||||||||
2010 Equity securities | $ | 48,852,250 | $ | 46,125,519 | $ | $ | 2,699,731 | $ | 48,852,250 | |||||||||||
2009 Equity securities | $ | 42,812,008 | $ | 21,895,000 | $ | - | $ | 20,917,008 | $ | 42,812,008 |
On March 30, 2007,September 25, 2018, the Company sold 650,000filed 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 a pricethe conversion rate of $0.01 per1,000 shares of common stock for one share for cash proceeds of $6,500.Series B Preferred Stock. Series B preferred stock has no dividends, liquidation, redemption or voting rights.
F-5 |
On April 20, 2007,September 25, 2018, the Company sold 200,000filed 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 a pricethe conversion rate of $0.01 perone share for cash proceeds of $2,000.
See note 5 for preferred stock issued to a price of $0.01 per share for cash proceeds of $500.
NOTE 5 – RELATED PARTY TRANSACTIONS
On June 15, 2007,September 26, 2018, the Company sold 650,000granted 964 shares of commonSeries A preferred stock at a priceand 1,000,000 shares of $0.01 per shareSeries C preferred stock to XRC, LLC, in exchange for cash proceedstheir payment of $6,500.
On June 28, 2007,August 13, 2018, the Company sold 450,000 sharesenterer into a line of common stockcredit with MDX, Inc., for up to $50,000 until December 31, 2018. The line of credit bears interest at a price of $0.01 per share for cash proceeds of $4,500.
NOTE 6 – SUBSEQUENT EVENTS
Management has no warrants or other dilutive securities.
On October 1, 2018, the Company filed to amend its Articles of Incorporation to change its name from Rineon Group, Inc., to AS Capital, Inc.
On October 1, 2018, the Company filed to amend its Articles of Incorporation to affect a preferredten for one reverse stock purchase agreement dated assplit of April 30, 2009 (the “Preferred Stock Purchase Agreement”), Rineon sold an aggregate of 36,000its common shares and a 1,000 to one reverse stock split of its Series A convertible preferred stock (the “Series A Preferred Stock”)stock. All applicable shares throughout these financial statements have been retroactively restated to Intigy Absolute Return Ltd., (“Intigy”) for a purchase price of $36,000,000, or $1,000 per share of Series A Preferred Stock.
F-6 |
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 AnalysisSection 21E of Financial Condition and Resultsthe Securities Exchange Act of Operations
These forward-looking statements can be identified by the use of estimates; assumptions, judgmentspredictive, 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 subjective interpretationsinclude statements regarding the intent, belief or current expectations of accounting principlesthe 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 have an impact on the assets, liabilities, revenueany such forward-looking statements are not guarantees of future performance and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, riskinvolve significant risks and financial condition. We believe our use of estimatesuncertainties, and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumsta nces. Actualactual results may differ materially from these estimates under different assumptions or conditions. We continuethose 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, monitor significant estimates made during the preparation of our financial statements.
Consequently, all of the forward-looking statements made in this Form 10-Q are qualified by these significant accounting policies impact the Company’s financial conditioncautionary statements and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on the Company and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our financial position or liquidity, results of operations or cash flows for the periods presented.
General Business Development
The Company was incorporated on June 15, 2006 under the laws of the contemplated financing arrangements described hereinState of Nevada as Jupiter Resources, Inc.
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.
4 |
The Company will be availableprovide a method for a foreign or domestic private company to become a reporting company whose securities are qualified for trading in the United States secondary market such as the New York Stock Exchange (NYSE), NASDAQ, NYSE Amex Equities, formerly known as the American Stock Exchange (AMEX), and the OTC, and, as a vehicle to investigate and, if available, can be obtained on terms favorable tosuch investigation warrants, acquire a target company or business seeking the Company.
We intend to either retain an equity interest in any private company we engage in a business combination or we may receive cash and/or a combination of cash and common stock from any private company we complete a business combination with. Our desire is that the value of such consideration paid to us would be beneficial economically to our officers and directors and related parties to meet the short term cash requirements.
CRITICAL ACCOUNTING POLICIES
In June 2009, the Financial Accounting Standards Board (FASB) issued its final Statement of Financial Accounting Standards (SFAS)Reporting release No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a Replacement of FASB Statement No. 162”. SFAS No. 168 made the FASB Accounting Standards Codification (the Codification) the single source of U.S. GAAP used by nongovernmental entities in the preparation of financial statements, except for rules and interpretive releases of60, "CAUTIONARY ADVICE REGARDING DISCLOSURE ABOUT CRITICAL ACCOUNTING POLICIES" ("FRR 60"), the Securities and Exchange Commission (SEC) under authoritysuggested that companies provide additional disclosure and commentary on their most critical accounting policies. In FRR 60, the SEC defined the most critical accounting policies as the ones that are most important to the portrayal of federal securities laws, whicha company's financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are sources of authoritativeinherently uncertain. Based on this definition, our most critical accounting guidance for SEC registrants. The Codification is meant to simplify user access to all authoritative accounting guidance by reorganizing U.S. GAAP pronouncements into roughly 90 accounting topics within a consistent structure; its purpose is not to create new accounting and reporting guidance. The Codification supersedes all existing non-SEC accounting and reporting standards and was effective forpolicies include: non-cash compensation valuation that affects the Company beginning July 1, 2009. Following SFAS No. 168, the Board will not issue new standardstotal expenses reported in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead, it will issue Accounting Standards Updates (ASU). The FASB will not consider ASUs as authoritative in their own right; these updates will serve only to update the Codification, provide background information about the guidance, and provide the bases for conclusions on the change(s) in the Codification.
The Company, based on proposed business activities, is a “blank check” company. The U.S. Securities and resultsExchange Commission defines those companies as “any development stage company that is issuing a penny stock, within the meaning of operationsSection 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 June 30, 2010the 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.
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The Company will provide a method for a foreign or domestic private company to become a reporting company whose securities are qualified for trading in the United States secondary market such as the New York Stock Exchange (NYSE), NASDAQ, NYSE Amex Equities, formerly known as the American Stock Exchange (AMEX), and the OTC, and, as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The Company’s material investment was made effective March 30, 2010 just one day priorprincipal business objective for the next 12 months and beyond such time will be to the endachieve 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 the quarter. This standard may havebusiness. There is no assurance that following an acquisition we will be eligible to trade on a material impact in future reporting periods.
We intend to either retain an equity interest in any private company we engage in a business combination or we may receive cash and/or a combination of cash and results of operations since this accounting standard update provides only implementation and disclosure amendments.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is not exposed to market risk related to interest rates or foreign currencies.
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, 2018, 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, 2018.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed or submitted under the Securities Exchange Act of 1934, as amended, or 1934 Act is recorded, processed, summarized and reported within the time periods specified in the SEC’sSecurities and Exchange Commission’s rules and formsforms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our chiefprincipal executive officer and chiefour principal financial officer, (principal financial officer) as appropriate, to allow timely decisions regarding required disclosure. During the quarter ended June 30, 2010 we carried out an evaluation, under the supervision and with the participation of our management, including the principal executive officer and the principal financial officer (principal financial officer) , of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the 1934 Act. Based on this evaluation, because of the Company’s limited resources and limited number of employees, management concluded that our disclosure controls and procedures were effective as of June 30, 2010.
Changes in Internal Controls
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 second quarter that have materially affected, or are reasonablyreasonable likely to materially affect, our internal controlscontrol over financial reporting.
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The Company is not a party to litigation or otherany legal proceedings that we consider to be a part of the ordinary course of our business. We are not involved currently in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.
There has been no material changes in the risk factors set forth in the Company’s Form 10-12G filed November 1, 2018.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There were no sales of Equity Securities and Use of Proceeds
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The following documents are included or incorporated by reference as Chief Executive Officer and President. On May 21, 2010 Michael Hlavsa was appointed Chief Executive Officer and President.
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 |
32.1 | 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. |
101.INS | XBRL Instance Document |
101.SCH | XBRL Schema Document |
101.CAL | XBRL Calculation Linkbase Document |
101.LAB | XBRL Label Linkbase Document |
101.PRE | XBRL Presentation Linkbase Document |
101.DEF | XBRL Definition Linkbase Document |
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In accordance with Section 13 or 15(d)15 (d) of the Securities Exchange Act, of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: November 13, 2018 | AS Capital, Inc. | |
By: | /s/ | |
Chris Lotito Chief Executive Officer | ||
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