UNITED STATES

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q

(Mark One)


x          QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934
For the quarterly period ended  June 30, 2010

o          TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _________ to _________

☒Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2019
☐Transition Report under Section 13 or 15(d) of the Exchange Act
For the Transition Period from ________to __________

Commission file number: 333-148189

RINEON GROUP, INC.
File Number:000-55999

AS Capital, Inc.

(Exact nameName of registrantRegistrant as specifiedSpecified in its charter)


Charter)

Nevada98-057785983-2187195
(State orof other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification Number)

3609 Hammerkop Drive
North Las Vegas, NV89084
(Address of principal executive offices)(IRS Employee Identification No.)Zip Code)
4140 East Baseline Road, Suite 201, Mesa AZ  85206
 (Address

Registrant's Phone:(970) 817-1734

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

Securities registered pursuant to Section 12(b) of principal executive offices)


(480) 634-4152
(Registrant's telephone number, including area code)

the Act:

Title of each ClassTrading SymbolName of each exchange on which registered

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 thesuch filing requirements for the past 90 days.

Yes x ☐ No o

☒

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).

Yes o☐ No o


☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o
Accelerated filer o
Non-accelerated filer oSmaller reporting company x
  
Non-accelerated filer Emerging growth company 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. [_]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

. Yes [_] No [x]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yesxo Noo


Number

APPLICABLE ONLY TO CORPORATE ISSUERS

As of outstandingMay 21, 2019, the issuer had 201,000 shares of the registrant's par value $0.001 common stock as of August 23, 2010: 2,010,000.


RINEON GROUP, INC.

FORM 10-Q
INDEX
issued and outstanding.

   

 PAGETABLE OF CONTENTSPage
 
PART I – FINANCIAL INFORMATION
Cautionary Statement Concerning Forward-Looking Statements1
PART IFIFINANCIAL INFORMATION1
   
Item 1.Financial Statements2
3
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of OperationsOperation10
4
Item 3.Quantitative and Qualitative Disclosures Aboutabout Market Risk6
Item 4.13Controls and Procedures6
 
PART II – OTHER INFORMATION
Item 4T.Controls and Procedures13
PART IIOTHER INFORMATION13
   
Item 1.Legal Proceedings13
7
Item 1A.Risk Factors13
7
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds14
7
Item 3.Defaults Upon Senior Securities14
7
Item 4.(Removed and Reserved)Submission of Matters to a Vote of Security Holders14
7
Item 5.Other Information14
7
Item 6.Exhibits147

 2 
Signatures15



Cautionary Statement Concerning Forward-Looking Statements

Our representatives and we may from time to time make written or oral statements that are "forward-looking," including statements contained in this Quarterly Report on Form 10-Q and other filings with the Securities and Exchange Commission, reports to our stockholders and news releases. All statements that express expectations, estimates, forecasts or projections are forward-looking statements within the meaning of the Act. In addition, other written or oral statements which constitute forward-looking statements may be made by us or on our behalf. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "projects," "forecasts," "may," "should," variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. These risks may relate to, without limitation:

●there is limited historical information available for investors to evaluate Rineon’s performance or a potential investment in its shares;

Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or suggested by such forward-looking statements. We undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Readers should carefully review the factors described herein and in other documents we file from time to time with the Securities and Exchange Commission, including our Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, and any Current Reports on Form 8-K filed by us.

All references to ‘we,’’ ‘‘us,’’ ‘‘our’’ and “the Company” refers collectively to Rineon.
-1-

PART I.I - FINANCIAL INFORMATION


Item 1

ITEM 1. FINANCIAL STATEMENTS

AS CAPITAL, INC.

INDEX TO FINANCIAL STATEMENTS

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

3

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.

CONDENSED BALANCE SHEETS

    
   

March 31,

2019

   

December 31,

2018

 
ASSETS  (Unaudited)     
Current Assets:        
Cash $2,861  $65 
Total Current Assets  2,861   65 
LIABILITIES AND STOCKHOLDERS' DEFICIT        
Current Liabilities:        
Accounts payable $550  $– 
Accrued interest – related party  2,314   2,314 
Due to a related party  52,281   46,281 
Total Current Liabilities  55,145   48,595 
Total Liabilities  55,145   48,595 
         
Commitments and Contingencies  –   – 
         
Stockholders’ 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 1,000 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 1,000,000 shares issued and outstanding, respectively  10   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   36,052,449 
Accumulated deficit  (36,104,944)  (36,101,190)
Total stockholders' deficit  (52,284)  (48,530)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $2,861  $65 

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

statements.

F-1

-2-
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 

 

AS CAPITAL, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

  For the Three Months Ended March 31, 
  2019  2018 
Expenses:      
General and administrative $3,754  $597 
Total expenses  3,754   597 
         
Net Loss $(3,754) $(597)
         
Loss per share, basic and diluted $(0.02) $(0.00)
         
Weighted average shares outstanding, basic and diluted  201,000   201,000 

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

statements.

F-2

-3-
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 $-  $- 

 

AS CAPITAL, INC.

CONDENSED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2018

(Unaudited)

  Series A
Preferred Stock		  Common Stock  Additional
Paid in		  Accumulated    
  Shares  Amount  Shares  Amount  Capital  Deficit  Total 
Balance at December 31, 2017  36  $–   201,000  $201  $36,044,799  $(36,068,628) $(23,628)
Net loss for the three months ended March 31, 2018  –   –   –   –   –   (597)  (597)
Balance at March 31, 2018  36  $–   201,000  $201  $36,044,799  $(36,069,225) $(24,225)

AS CAPITAL, INC.

CONDENSED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2019

(Unaudited)

  Series A
Preferred Stock		  Series C Preferred Stock  Common Stock  Additional
Paid in		  Accumulated    
  Shares  Amount  Shares  Amount  Shares  Amount  Capital  Deficit  Total 
Balance at December 31, 2018  1,000  $–   1,000,000  $10   201,000  $201  $36,052,449  $(36,101,190) $(48,530)
Net loss for the three months ended March 31, 2019  –   –   –   –   –   –   –   (3,754)  (3,754)
Balance at March 31, 2019  1,000  $–   1,000,000  $10   201,000  $201  $36,052,449  $(36,104,944) $(52,284)

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

statements.

F-3

AS CAPITAL, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

  For the Three Months Ended March 31, 
  2019  2018 
CASH FLOW FROM OPERATING ACTIVITIES:        
Net Loss $(3,754) $(597)
Adjustments to reconcile net loss to net cash used in operating activities:        
Changes in Operating Assets and Liabilities:        
Accounts payable  550   597 
Net Cash Used in Operating Activities  (3,204)  – 
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Loan payable - related party  6,000   – 
Net Cash provided by Financing Activities  6,000   – 
         
Net Increase in Cash  2,796   – 
Cash at Beginning of Period  65   – 
Cash at End of Period $2,861  $– 
         
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:        
Cash paid during the year for:        
Interest $–  $– 
Income taxes $–  $– 

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

F-4

-4-
RINEON GROUP,

AS CAPITAL, INC.

f/k/a JUPITER RESOURCES INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

For the six months ended June 30, 2010 and 2009
1.

MARCH 31, 2019

(Unaudited)

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS


Rineon Group, Inc. f/k/a Jupiter Resources

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 wascurrently intends to serve as a vehicle to effect an Exploration Stage Company as defined by Statementasset acquisition, merger, exchange of Financial Accounting Standard (SFAS) No. 7 "Accounting and Reporting for Development Stage Enterprises". capital stock or other business combination with a domestic or foreign business.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company acquired a mineral claim located in British Columbia, Canada in March 2007. On May 14, 2008, the claim was forfeited due to nonpayment of renewal fees.


As previously reported by the Company on Form 8-K filed with the Securities and Exchange Commission on May 14, 2009 (the “Form 8-K”), on May 14, 2009 the Company entered into a preferred stock purchase agreement dated as of April 30, 2009 (the “Preferred Stock Purchase Agreement”) under which the Company sold an aggregate of 36,000 shares of its Series A convertible preferred stock (the “Series A Preferred Stock”) to Intigy Absolute Return Ltd., a British Virgin Islands corporation (“Intigy”), for a purchase price of $36,000,000, or $1,000 per share of Series A $.001 Par Value Preferred Stock. In addition, pursuant to the terms of a stock purchase agreement dated as of May 14, 2009, Rineon agreed to acq uire 1,985,834 shares of Amalphis from NatProv Holdings Inc (“NatProv”) for a total consideration of $36,000,000.  Of the 2,437,500 shares of Amalphis held by NatProv, 1,985,834 were converted into Class A Preferred non-voting shares, which were then assigned by NatProv to Rineon.  As a result, NatProv now owns 451,666 Common Shares of Amalphis, representing 100% of the voting shares of Amalphis, and Rineon owns 1,985,834 of  Amalphis’ Class A Preferred Shares which have the same rights and privileges as the common shares except that they have a liquidation preference and no voting rights.  Amalphis’ Class A Preferred Shares are not convertible into Common Shares.

The transactions consummated as set forth above resulted in a change of control of the Company.  In connection with such change in control, on May 14, 2009 the board of directorsaccompanying unaudited interim financial statements of the Company authorized a change in the fiscal year end of the Company from May 31 to December 31.

Amalphis Group, Inc., (“Amalphis”) was formed in July 2008 as a British Virgin Islands (BVI) Business Company.  Amalphis, through it’s wholly owned subsidiary Allied Provident, Inc. (“API”), offers customized reinsurance products in markets where traditional reinsurance alternatives are limited.  In addition, the Amalphis was formed to directly sell a variety 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.

On January 19, 2010, Amalphis, our 81.5% controlled subsidiary, entered into a transaction to sell 81.5% controlling equity interest in Amalphis Group, Inc., a British Virgin Islands company, and its wholly-owned subsidiary, Allied Provident Insurance Inc., a Barbados company, to Gerova Financial Group Ltd. (the “Amalphis Agreement”). 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.
Interim Financial Statements
The interim financial statements presented herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to suchand the rules of the Securities and regulations. The interim financial statementsExchange Commission ("SEC") and should be read in conjunction with the Company's annualaudited financial statements notes and accounting policies included in the Company's annual report on Form 10-Knotes for the year ended December 31, 2009 as filed with the SEC.2018. In the opinion of management, all adjustments, (consisting onlyconsisting of normal recurring adjust ments) which areadjustments, necessary to providefor a fair presentation of financial position asthe results of June 30, 2010 and the related operating results and cash flowsoperations for the interim periodperiods presented have been made.reflected herein. The results of operations for the period presentedsuch interim periods are not necessarily indicative of the results to be expectedoperations for the full year.
-5-
RINEON GROUP, INC.
f/k/a JUPITER RESOURCES INC.
NOTES TO FINANCIAL STATEMENTS
For Notes to the six months ended June 30, 2010 and 2009

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation

The consolidated financial statements includewhich would substantially duplicate the accounts of Amalphis Group Inc. and its wholly owned subsidiary, Allied Provident, Inc.  All material intercompany accounts and transactions are eliminateddisclosures contained in consolidation.

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 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


and disclosure of contingent assets and liabilities at the date of the financial statements.  These estimatesstatements and assumptions also affect the reported amounts of revenues costs and expenses during the reporting period.  Management evaluates these estimates and assumptions on a regular basis.  Significant estimates include valuation of investments and intangible assets.  Actual results could differ from those estimates.

Fair Value of Financial Instruments
The fair value of a financial instrument is the amount that would be received to see an asset or amount paid to transfer a liability 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.

Accounting Standards Updates
In January 2010, the FASB has published ASU 2010-01 “Equity (Topic 505) - Accounting for Distributions to Shareholders with Components of Stock and Cash—a consensus of the FASB Emerging Issues Task Force,” as codified in ASC 505. ASU No. 2010-01 clarifies the treatment of certain distributions to shareholders that have both stock and cash components. The stock portion of such distributions is considered a share issuance that is

NOTE 3 – GOING CONCERN

As reflected in earnings per share prospectively and is not a stock dividend. The amendments in this Update are effective for interim and annual periods ending on or after December 15, 2009 and should be applied on a retrospective basis.  Early a doption is permitted.  The adoption of this standard did/did not have an impact on the Company’s (consolidated)accompanying unaudited financial position and results of operations.


In January 2010,statements, the FASB has published ASU 2010-02 “Consolidation (Topic 810) - Accounting and Reporting for Decreases in Ownership of a Subsidiary—a Scope Clarification,” as codified in ASC 810, “Consolidation.” ASU No. 2010-02 applies retrospectively to April 1, 2009, our adoption date for ASC 810-10-65-1 as previously discussed in this financial note. This ASU clarifies the applicable scope of ASC 810 for a decrease in ownership in a subsidiary or an exchange of a group of assets that is a business or nonprofit activity. The ASU also requires expanded disclosures. The amendments in this Update are ef fective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis.  The adoption of this standard is not expected to have any impact on the Company’s consolidated financial position and results of operations.

In January 2010, the FASB has published ASU 2010-06 “Fair Value Measurements and Disclosures (Topic 820): - Improving Disclosures about Fair Value Measurements”. ASU No. 2010-06 clarifies improve disclosure requirement related to fair value measurements and disclosures – Overall Subtopic (Subtopic 820-10) of the FASB Accounting Standards Codification. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosure about purchase, sales, issuances, and settlement in the roll forward of activity in Level 3 fair value measurements.  Those disclosures are ef fective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The amendments in this Update are effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis.  The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position and results of operations.
-6-
RINEON GROUP, INC.
f/k/a JUPITER RESOURCES INC.
NOTES TO FINANCIAL STATEMENTS
For the six months ended June 30, 2010 and 2009
Other ASUs not effective until after June 30, 2010, are not expected to have a significant effect on the Company’s consolidated financial position or results of operations.
3.      FAIR VALUE
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.
In accordance with ASC 820, the financial instruments have been categorized, based on the degree of subjectivity inherent in the valuation technique, into a fair value hierarchy of three levels, as follows:
Level 1:  Inputs are unadjusted, quoted prices in active markets for identical instruments at the measurement date (e.g., U.S. Government securities and active exchange-traded equity securities).
Level 2:  Inputs (other than quoted prices included within Level 1) that are observable for the instrument either directly or indirectly (e.g., certain corporate and municipal bonds and certain preferred stocks). This includes: (i) quoted prices for similar instruments in active markets, (ii) quoted prices for identical or similar instruments in markets that are not active, (iii) inputs other than quoted prices that are observable for the instruments, and (iv) inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3:  Inputs that are unobservable. Unobservable inputs reflect the reporting entity’s subjective evaluation about the assumptions market participants would use in pricing the financial instrument (e.g., certain structured securities and privately held investments).
The composition of the investment portfolio as of June 30, 2010 was:
   
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 

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RINEON GROUP, INC.
f/k/a JUPITER RESOURCES INC.
NOTES TO FINANCIAL STATEMENTS
For the six months ended June 30, 2010 and 2009
3.       FAIR VALUE (Continued)
Our portfolio of equity  securities are classified as Level 1 in the above table and are priced from quoted prices in active markets.
During each valuation period, internal estimations of portfolio valuation (performance returns) are created based on current market-related activity (i.e., interest rate and credit spread movements and other credit-related factors) within each major sector of our portfolio. Internally generated portfolio results are compared with those generated based on quotes we received externally and research material valuation differences.
Based on the criteria described above, the Company believes that the current level classifications are appropriate based on the valuation techniques used and that our fair values accurately reflect current market assumptions in the aggregate.
4.       SCHEDULE OF INVESTMENTS

The Company’s investment in equity securities consisted of the following as of March 31, 2010 and December 31, 2009:

  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 
5.       RELATED PARTY TRANSACTIONS
Rineon’s sole officer and director is also an officer and director of Gerova Financial Group, Ltd.  Rineon owns 9,025,000 shares of Gerova which accounts for all of its current investment asset.
6.       COMMON STOCK

The Company is authorized to issue 75,000,000 shares with a par value of $0.001 per share and no other class of shares is authorized.

On March 9, 2007, the Company sold 5,000,000 shares of common stock at a price of $0.001 per share for cash proceeds of $5,000.

On March 30, 2007, the Company sold 650,000 shares of common stock at a price of $0.01 per share for cash proceeds of $6,500.

On April 20, 2007, the Company sold 200,000 shares of common stock at a price of $0.01 per share for cash proceeds of $2,000.
-8-

RINEON GROUP, INC.
f/k/a JUPITER RESOURCES INC.
NOTES TO FINANCIAL STATEMENTS
For the six months ended June 30, 2010 and 2009
On May 17, 2007, the Company sold 50,000 shares of common stock at a price of $0.01 per share for cash proceeds of $500.

On June 15, 2007, the Company sold 650,000 shares of common stock at a price of $0.01 per share for cash proceeds of $6,500.

On June 28, 2007, the Company sold 450,000 shares of common stock at a price of $0.01 per share for cash proceeds of $4,500.

Simultaneous with the sale of the Series A Preferred Stock, Darcy George Roney, an individual who owned 5,000,000 shares of Rineon common stock sold 4,990,000 of his shares back to Rineon for $25,000, which shares were cancelled.  As a result of such stock redemption, an aggregate of 2,010,000 shares of Rineon common stock are currently issued and outstanding, all of which shares are owned by 21 shareholders of record. 

The Company has no warrants or other dilutive securities.

7.CONTINGENT LIABILITY

On May 14, 2009, pursuantcurrent operations from which to generate revenue, has an accumulated deficit of $36,104,944 at March 31, 2019 and had a net loss of $3,754 for the three months ended March 31, 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 termsrecoverability 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 preferred stock purchase agreement dated asgoing concern.

NOTE 4 – PREFERRED STOCK

On September 25, 2018, the Company filed a Certificate of April 30, 2009 (the “Preferred Stock Purchase Agreement”), Rineon sold an aggregate of 36,000 shares of its Series A convertible preferred stock (the “Series A Preferred Stock”)Designation to Intigy Absolute Return Ltd., (“Intigy”) for a purchase price of $36,000,000, or $1,000 per share of Series A Preferred Stock.


As set forth in its certificate of designations of rights, preferences and privileges (the “Certificate of Designations”), the 36,000designate 1,000,000 shares of Series A Preferred Stock has, as one of itsand provide for the rights, that in the event of any “Sale of Control” (as defined in the Certificate of Designation), in addition to the right of the holder(s)privileges, and preferences of the Series A Preferred Stock to receive a preferential payment in respect of such Series A Preferred Stock equal to product of (A) the $1,000 per share Stated Value, and (B) the numberStock. Shares of Series A Preferred Stock then owned,may be converted at the holder(s)holder’s election into shares of common stock, at the Series A Preferred Stock shall be entitled to participate with the holdersconversion rate of Rineon Common Stock in receipt of the consideration payable upon such Sa le of Control to the extent of 0.000099% of such consideration for each one share of Series A Preferred Stock then owned by the holder(s), or an aggregate of 4.95% of such consideration as to all 36,000common 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.

F-5

The

On September 25, 2018, the Company is presently in discussions with thefiled a Certificate of Designation to designate 3,000,000 shares of Series B Preferred Stock Shareholder aboutand 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 settlement.  IfCertificate of Designation to designate 1,000,000 shares of Series C Preferred Stock and provide for the transactionrights, 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 deemedentitled to 100,000 votes.

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 March 31, 2019, and December 31, 2018, there is $52,281 and $46,281, respectively due on the line of credit. In addition, there is $2,314 of accrued interest due.

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 a “Sale of Control”, the Company would be obligated to a payment of $37,782,000issued, and has determined that there are no material subsequent events that require disclosure in these financial statements.

F-6

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Item 2 Management’s Discussion

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


WE URGE YOU TO READ THE FOLLOWING DISCUSSION IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE NOTES THERETO BEGINNING ON PAGE F-1. THIS DISCUSSION MAY CONTAIN FORWARD-LOOKING STATEMENTS THAT INVOLVE SUBSTANTIAL RISKS AND UNCERTAINTIES. OUR ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS COULD DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY THE FORWARD-LOOKING STATEMENTS AS A RESULT OF A NUMBER OF FACTORS, INCLUDING BUT NOT LIMITED TO THE RISKS AND UNCERTAINTIES DISCUSSED UNDER THE HEADIN G “RISK FACTORS” SET FORTH IN OUR CURRENT REPORT ON FORM 8-K FILED WITH THE SEC ON MAY 14, 2009. IN ADDITION, SEE “CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS” SET FORTH IN THIS REPORT.
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 History

Until consummation of its acquisition of Amalphis, Rineon, formerly known as Jupiter Resources Inc., was an inactive publicly traded Delaware corporation whose common stock is listed on the FINRA OTC Bulletin Board under the symbol “JPIT.” Jupiter was incorporatedexpects or anticipates will or may occur in the State of Nevada on June 15, 2006.  Rineon is authorized by its certificate of incorporation to issue an aggregate of 75,000,000 shares of common stock, $0.001 par value per share,future, including such things as future capital expenditures (including the amount and 10,000,000 shares of preferred stock upon such termsnature thereof); finding suitable merger or acquisition candidates; expansion and conditions as the board of directors may from time to time determine.

On May 14, 2009, pursuant to the terms of a preferred stock purchase agreement dated as of April 30, 2009 (the “Preferred Stock Purchase Agreement”), Rineon sold an aggregate of 36,000 shares of its Series A convertible preferred stock (the “Series A Preferred Stock”) to Intigy Absolute Return Ltd., a British Virgin Islands corporation (“Intigy”) for a purchase price of $36,000,000, or $1,000 per share of Series A Preferred Stock.

Simultaneous with the salegrowth of the Series A Preferred Stock, Darcy George Roney, an individual who owned 5,000,000 shares of Rineon common stock sold 4,990,000 of his shares back to Rineon for $25,000, which shares were cancelled.  As a result ofCompany's business and operations; and other such stock redemption, an aggregate of 2,010,000 shares of Rineon common stockmatters are currently issued and outstanding, all of which shares are owned by 21 shareholders of record.  Mr. Roney also resigned as the President and agreed to resign as the sole member of the board of directors of Rineon.

Under the terms of the Preferred Stock Purchase Agreement, Rineon agreed to appoint Leo de Waal, Thomas Lindsay, Keith Laslop, Michael Hlavsa and Tore Nag as the members of the board of directors of Rineon and Mr. Roney resigned as a member of the Rineon board of directors.
On January 19, 2010, Amalphis, our 81.5% controlled subsidiary, entered into a transaction to sell 81.5% controlling equity interest in Amalphis Group, Inc., a British Virgin Islands company, and its wholly-owned subsidiary, Allied Provident Insurance Inc., a Barbados company, to Gerova Financial Group Ltd. (the “Amalphis Agreement”). The Amalphis Agreement resulted in Rineon owning convertible preferred stock of an unaffiliated publicly traded insurance group. As a result of this transaction, we became a minority investor in this insurance group and, therefore, no longer have control of our former operating subsidiary, Allied Provident Insurance.

Critical Accounting Policies
The Company’s financialforward-looking statements. These statements and related public financial information are based on certain assumptions and analyses made by the applicationCompany in light of accounting principles generally acceptedits 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 United States (“GAAP”). GAAP requirescontrol of the Company.

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.

Our significant accounting policies are summarizedCompany's limited operating history, potential fluctuations in Note 1 of our financial statements. Whilequarterly 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 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.

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Results of Operations
Six months ended June 30, 2010 as compared to the six months ended June 30, 2009
There were no operations for the period.
Liquidity and Capital Resources
The Company’s presently has no cash on hand.  Current assets totaled $48,825,250 on June 30, 2010. Current liabilities were $198,391 on June 30, 2010.
The Company will continue to evaluate alternative sources of capital to meet our requirements, including other asset or debt financing, issuing equity securities and entering into financing arrangements. Therethere can be no assurance however, 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

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.

perceived advantages of being a publicly held corporation. The Company currently does not have enough cash to satisfy its minimum cash requirementsCompany’s principal business objective for the next twelve months.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. There is goingno assurance that following an acquisition we will be eligible to relytrade on loansa national securities exchange, or be quoted on the Over-the-Counter.

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.

Accounting Standards Updates

shareholders though there is no assurance of that happening.

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.

In August 2009, the FASB issued ASU 2009-05 which includes amendments to Subtopic 820-10, “Fair Value Measurements and Disclosures—Overall”. The update provides clarification that in circumstances, in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the techniques provided for in this update. The amendments in this ASU clarify that a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability and also clarifies  that both a quoted price in an active market for the identical liability at the measurement datecurrent period and the quoted price for the identical liability when traded as an asse tvaluation of shares and underlying mineral rights acquired with shares. The methods, estimates and judgments we use in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements. The guidance provided in this ASU is effective for the first reporting period, including interim periods, beginning after issuance.  The adoption of this standard did notapplying these most critical accounting policies have a materialsignificant impact on the Company’s consolidatedresults we report in our financial positionstatements.

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.

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.

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In September 2009, the FASB issued ASU 2009-06, Income Taxes (Topic 740), ”Implementation Guidance on Accounting for Uncertainty in Income Taxes and Disclosure Amendments for Nonpublic Entities”, which provides implementation guidance on accounting for uncertainty in income taxes, as well as eliminates certain disclosure requirements for nonpublic entities.  For entities that are currently applying the standards for accounting for uncertainty in income taxes, this update shallnational securities exchange, or be effective for interim and annual periods ending after September 15, 2009. For those entities that have deferred the application of accounting for uncertainty in income taxes in accordance with paragraph 740-10-65-1(e), this update shall be effective upon adoption of those standards. The adoption of this standard is not expected to ha ve an impactquoted on the Company’s consolidated financial positionOver-the-Counter.

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.


In September 2009,common stock from any private company we complete a business combination with. Our desire is that the FASB has published ASU No. 2009-12, “Fair Value Measurements and Disclosures (Topic 820) - Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)”. This ASU amends Subtopic 820-10, “Fair Value Measurements and Disclosures – Overall”, to permit a reporting entity to measure the fair value of certain investments on the basissuch consideration paid to us would be beneficial economically to our shareholders though there is no assurance of the net asset value per share of the investment (or its equivalent). This ASU also requires new disclosures, by major category of investments including the attributes of investments within the scope of this amendment to the Codification. The guidance in this Update is effective for interim and annual periods ending after December 15, 2009. Early application is permitted.& #160;The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position and results of operations.that happening.

5

In October 2009, the FASB has published ASU 2009-13, “Revenue Recognition (Topic 605)-Multiple Deliverable Revenue Arrangements”, which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. Specifically, this guidance amends the criteria in Subtopic 605-25, “Revenue Recognition-Multiple-Element Arrangements”, for separating consideration in multiple-deliverable arrangements. This guidance establishes a selling price hierarchy for determining the selling price of a deliverable, which is based on: (a) vendor-specific objective evidence; (b) third-party evidence; or (c) estimates. This guidance also eliminates the residual method of allocation and requires that arrangement consideration be a llocated at the inception of the arrangement to all deliverables using the relative selling price method and also requires expanded disclosures. The guidance in this update is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The adoption of this standard is not expected to have any impact on the Company’s consolidated financial position and results of operations.
In October 2009, the FASB has published ASU 2009-14, “Software (Topic 985)-Certain Revenue Arrangements that Include Software Elements” and changes the accounting model for revenue arrangements that include both tangible products and software elements. Under this guidance, tangible products containing software components and nonsoftware components that function together to deliver the tangible product's essential functionality are excluded from the software revenue guidance in Subtopic 985-605, “Software-Revenue Recognition”. In addition, hardware components of a tangible product containing software components are always excluded from the software revenue guidance.  The guidance in this ASU is effective prospectively for revenue arrangements entered into or materially modified in fiscal years begi nning on or after June 15, 2010. Early adoption is permitted.  The adoption of this standard is not expected to have any impact on the Company’s consolidated financial position and results of operations.
Other ASUs not effective until after June 30, 2010, are not expected to have a significant effect on the Company’s consolidated financial position or results of operations.

Off-Balance Sheet Financing Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
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Item 3  Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.
Item 4(T)  Controls and Procedures

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


We maintain

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “1934 Act”), as of March 31, 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 March 31, 2019.

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.


Limitations on Effectiveness of Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer (principal financial officer), do not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Controls

During the fiscal quarter ended June 30, 2010, thereControl 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 second quarter that have materially affected, or are reasonablyreasonable likely to materially affect, our internal controlscontrol over financial reporting.

6

PART II – OTHER INFORMATION


Item 1  Legal Proceedings

From time to time, we are

ITEM 1. LEGAL PROCEEDINGS

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.


proceedings.

Item 1A  Risk Factors

Not applicable to smaller reporting companies.
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ITEM 1A. RISK FACTORS

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

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no sales of Equity Securities and Use of Proceeds


None.

unregistered equity securities during the covered time period.

Item 3  Defaults on Senior Securities

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.


Item 4  (Removed and Reserved)

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

Item 5  Other Information

On May 21, 2010, Thomas R. Lindsay Jr., resigned

ITEM 5. OTHER INFORMATION

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.


Item 6  Exhibits

The exhibits listed below are required by Item 601 of Regulation S-K.  Each management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-Q has been identified.
report:

Exhibit No.NumberExhibit Name
Description
31.1Certification of Chief Executive Officer and Chief Financial Officer, pursuant to Rule 13a-14(a) of theSecurities Exchange Act Rule 13a-14(a)/15d-14(a), as enacted byadopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Certification 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.
32.1Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 United States CodeU.S.C. Section 1350, as enacted byadopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2Certification 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.

(b) REPORTS ON FORM 8-K

None.

7


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SIGNATURES


Pursuant to the requirements of

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: May 23, 2019AS Capital, Inc.
 RINEON GROUP, INC.Registrant
  
 
Date: August 23, 2010 By:
/s/ Michael HlavsaChris Lotito            

Chris Lotito

Chief Executive Officer

  Michael Hlavsa

 Principal Executive Officer and
8 Principal Financial Officer


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