Filing Details

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. ________)*

 

AS CAPITAL, INC.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

00215R101

(CUSIP Number)

Room 601 Unit 4, 9/F, Long Yuan XinJu Court, LongZeBeiLu Road Goaxin, LuBei District, Tang Shan, HeBei Province, PRC +86 13131509898

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 18, 2019

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. o

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 00215R101

Page 1 of 4

 

1.  Names of Reporting Persons.   Xue Ran GAO
2.  Check the Appropriate Box if a Member of a Group
(a) o
(b) o
3.  SEC Use Only
4.  Source of Funds: PF
5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)               o
6.  Citizenship or Place of Organization: HONG KONG
Number of Shares    Beneficially    Owned by    Each Reporting    Person With:	7.  Sole Voting Power;
	8,581,063
	8.  Shared Voting Power
	0
	9.  Sole Dispositive Power
	8,581,063
	10.  Shared Dispositive Power
	0
11.  Aggregate Amount Beneficially Owned by Each Reporting Person: 8,581,063
12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares                                     o
13.  Percent of Class Represented by Amount in Row (11):  76.61%
14.  Type of Reporting Person: IN

 

 

CUSIP No. 00215R101

Page 2 of 4

 

Item 1. Security and Issuer

 

The class of equity securities to which this statement relates is the common stock, 50.0001 par value per share (the "Common Stock"), of AS Capital, Inc., a Nevada corporation (the "Company"). The principal executive office of the Company is located at Room 601 Unit 4, 9/F, Long Yuan XinJu Court, LongZeBeiLu Road, Goaxin, LuBei District, Tang Shan, HeBei Province, PRC.

 

Item 2. Identity and Background

 

(a)This Schedule 13D is being filed by Xue Ran GAO (the "Reporting Person").

 

(b)The address of the principal business of the Reporting Person is Room 601 Unit 4, 9/F, Long Yuan XinJu Court, LongZeBeiLu Road, Goaxin, LuBei District, Tang Shan, HeBei Province, PRC.

 

(c) Ms. GAO's principal occupation is Chief Executive Officer, Chief Financial Officer, Secretary and Director of the Company.

 

(d)During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject, to federal or state securities laws or finding any violation with respect to such laws.

 

(f) Ms. Gao is a citizen of the People's Republic of China.

 

Item 3. Source and Amount of Funds or Other Consideration

 

On June 4, 2019, the Reporting Person entered into a Stock Purchase Agreement (the "SPA") with the Company and XRC, LLC, a Colorado limited liability company ("XRC") to purchase from XRC 11,000,000 shares of common stock of the Company, par value $0.0001, and 964 shares of Series A Preferred Stock of the Company, par value $0.0001, for aggregate consideration of Four Hundred Thousand Dollars ($410,000) in accordance with the terms and conditions of the SPA. XRC is the controlling shareholder of the Company. The acquisition of the Shares consummated on July18, 2019, and the Shares were ultimately purchased by three individuals, with the Reporting Person purchasing 8,581,063 of the Shares, representing a controlling interest in the Company. Accordingly, the Reporting Person may unilaterally determine the election of the Board and other substantive matters requiring approval of the Company's stockholders.

 

Ms. GAO used personal funds to acquire the foregoing shares of common stock of the Company.

 

Item 4. Purpose of Transaction

 

The acquisition by the Reporting Person of the Shares (as hereinafter defined) as described herein was effected because of the belief that the Shares represent an attractive investment. Depending on prevailing market, economic and other conditions, the Reporting Person may from time to time acquire additional Shares or engage in discussions with the Company concerning future acquisitions of shares of its capital stock. Such acquisitions may be made by means of open-market purchases, privately negotiated transactions, direct acquisitions from the Company or otherwise. The Reporting Person intends to review her investment in the Company on a continuing basis and, depending upon the price and availability of shares of the Company's capital stock, subsequent developments affecting the Company, the Company's business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors considered relevant, may decide at any time to increase or to decrease the size of her investment in the Company.

 

As an executive officer, director and significant stockholder in the Company, Ms. GAO may vote her shares or otherwise cause the Company to enter into acquisitions and strategic partnerships to expand the business of the Company. These acquisitions or strategic partnerships may be funded through the issuance of additional securities of the Company, working capital or a combination of both.

 

 

 

 

CUSIP No. 00215R101

Page 3 of 4

 

Additional Disclosure

 

Except as set forth above in this statement, the Reporting Person has no plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.

 

Item 5. Interest in Securities of the Issuer

 

(a)         The percentages used herein are calculated based upon 11,201,030 shares of the Common Stock outstanding as of June 18, 2019.

 

(b)        The Reporting Person is the direct owner of 8,581,063 shares of Common Stock, par value $0.0001, and 964 shares of Series A Preferred Stock of the Company, par value $0.0001 (collectively, the "Shares") representing approximately 76.61% of the outstanding shares of Common Stock and 96% of the outstanding shares of Series A Preferred Stock. Ms. Gao has the sole power to vote or to direct the vote and to dispose or direct the disposition of the Shares.

 

(c)         The Reporting Person did not effect any transactions in the Shares during the sixty days before the date of this Schedule 13D.

 

(d)        Except as set forth in this Item 5, no person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.

 

(e)         Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

The disclosures set forth in Item 4 hereinabove is hereby incorporated by reference herein.

 

Item 7. Material to be Filed as Exhibits

 

None.

 

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: July 18, 2019

 

	/s/ Xue Ran GAO
	Xue Ran GAO