FORWARD-LOOKING STATEMENTS

This Form 10-Q includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included or incorporated by reference in this Form 10-Q which address activities, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof); finding suitable merger or acquisition candidates; expansion and growth of the Company's business and operations; and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate under the circumstances. However, whether actual results or developments will conform with the Company's expectations and predictions is subject to a number of risks and uncertainties, including general economic, market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company.

These forward-looking statements can be identified by the use of predictive, future-tense or forward-looking terminology, such as "believes," "anticipates," "expects," "estimates," "plans," "may," "will," or similar terms. These statements appear in a number of places in this report and include statements regarding the intent, belief or current expectations of the Company, and its directors or its officers with respect to, among other things: (i) trends affecting the Company's financial condition or results of operations for its limited history; (ii) the Company's business and growth strategies; and, (iii) the Company's financing plans. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Such factors that could adversely affect actual results and performance include, but are not limited to, the Company's limited operating history, potential fluctuations in quarterly operating results and expenses, government regulation, technological change and competition.

Consequently, all of the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.





General Business Development

AS Capital, Inc. (the "Company") was incorporated under the laws of the State of Nevada on June 15, 2006 as Jupiter Resources, Inc. On August 9, 2018, XTC, Inc., a Company owned by Chris Lotito, CEO, was awarded custodianship in a shareholder filing with the Eighth Judicial District Court in Clark County Nevada. On April 30, 2018, the company filed an amendment to change the name of the corporation to Rineon Group, Inc. On October 1, 2018, the Company filed for a name change to AS Capital, Inc. On July 29, 2020, the Company filed a definitive information statement on Schedule 14C disclosing the increase in the Company's authorized capital stock from 110,000,000 to 510,000,000 shares of its capital stock, consisting of 500,000,000 shares of common stock, par value $0.0001, and 10,000,000 shares of preferred stock, par value $0.0001. The Company expects the increase in authorized capital to take effect on August 20, 2020. The Company currently intends to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business

On June 4, 2019, the Company, XRC, LLC, a Colorado limited liability company ("XRC") and Xue Ran Gao ("Purchaser") entered into a Stock Purchase Agreement (the "SPA"), pursuant to which Purchaser agreed to purchase from XRC 11,000,000 shares of common stock of the Company and 964 shares of Series A Preferred Stock of the Company, for aggregate consideration of Four Hundred Thousand Dollars ($410,000) in accordance with the terms and conditions of the SPA. XRC is the controlling shareholder of the Company. This acquisition closed on July 18, 2019. As a result of the purchase, the Purchaser holds a controlling interest in the Company, and may unilaterally determine the election of the Board and other substantive matters requiring approval of the Company's stockholders.









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Business Strategy

The Company, based on proposed business activities, is a "blank check" company. The U.S. Securities and Exchange Commission defines those companies as "any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the Exchange Act of 1934, as amended, (the "Exchange Act") and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies." Under Rule 12b-2 of the Exchange Act, the Company also qualifies as a "shell company," because it has no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.

The Company's principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. We are in active discussions with an operating company for a potential business combination. There is no assurance that we will be able to successfully consummate such an acquisition or that following such acquisition we will be eligible to trade on a national securities exchange, or be quoted on the Over-the-Counter.





Results of Operations

Comparison of the three months ended June 30, 2020 and 2019.

Net Revenues. We did not generate revenues during the three months ended June 30, 2020 and 2019.

General and Administrative Expenses. We incurred general and administrative expenses of $88,168 and $7,104 during the three months ended June 30, 2020 and 2019, respectively. The increase in general and administrative expenses was primarily due to an increase in professional fees.

Net Loss. We incurred a net loss of $88,168 and $7,104 during the three months ended June 30, 2020 and 2019, respectively. The net losses consisted solely of general and administrative expenses.

We are in active discussions with an operating company for a potential business combination. In the event that we are able to successfully consummate such acquisition, we expect our revenues and general and administrative expenses to increase as we expand our finance and administrative staff, add infrastructure, and incur additional costs related to being reporting act company, including directors' and officers' insurance and increased professional fees.

Comparison of the six months ended June 30, 2020 and 2019.

Net Revenues. We did not generate revenues during the six months ended June 30, 2020 and 2019.

General and Administrative Expenses. We incurred general and administrative expenses of $115,201 and $10,858 during the six months ended June 30, 2020 and 2019, respectively. The increase in general and administrative expenses was primarily due to an increase in professional fees.

Net Loss. We incurred a net loss of $115,201 and $10,858 during the six months ended June 30, 2020 and 2019, respectively. The net losses consisted solely of general and administrative expenses.









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We are in active discussions with an operating company for a potential business combination. In the event that we are able to successfully consummate such acquisition, we expect our revenues and general and administrative expenses to increase as we expand our finance and administrative staff, add infrastructure, and incur additional costs related to being reporting act company, including directors' and officers' insurance and increased professional fees.

Liquidity and Capital Resources

As of June 30, 2020, we had total current assets of $2,541, and total current liabilities of $260,401 consisting of $18,224 of accrued expenses and $242,177 due to a related party. As of June 30, 2019, we had total current assets of $907 and total current liabilities of $11,700 consisting of $9,386 of accrued expenses and $2,314 due to a related party.





Going Concern

We currently do not generate sufficient funds from operations to finance our operations. We experienced a working capital deficit of $257,860 and an accumulated deficit of $36,369,907 at June 30, 2020. As such, our continuation as a going concern is dependent upon improving our profitability and the continuing financial support from our stockholders. While we believe that existing shareholders will continue to provide the additional cash to meet our obligations as they become due, there can be no assurance that we will be able to raise such additional capital resources on satisfactory terms. We believe that our current cash and other sources of liquidity discussed below are adequate to support general operations for at least the next 12 months.





                                                        Six Months Ended June 30,
                                                           2020              2019
Net cash used in operating activities                 $     (121,114 )     $ (10,858 )
Net cash (used in) provided by investing activities   $            -       $       -
Net cash provided by financing activities             $      121,114       $  11,700

Net Cash Used In Operating Activities.

Net cash used in operating activities was $121,114 for the six months ended June 30, 2020, as compared to net cash used in operating activities of 10,858 for the six months ended June 30, 2019.

Net Cash Generated From (Used In) Investing Activities.

Investing activities did not provide us with any net cash during the six months ended June 30, 2020 and 2019.

Net Cash Provided By Financing Activities.

Net cash provided by financing activities was $121,114 compared to $11,700 for the six months ended June 30, 2020 and 2019. Cash from financing activities consisted entirely of related party proceeds.









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Critical accounting policies

The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. Our significant accounting policies are more fully discussed in Note 2 to our financial statements contained herein.

Recent accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

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