HJGP / Hanjiao Group, Inc. - Depositi SEC, Relazione annuale, dichiarazione di delega

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-55999 HANJIAO GROUP, INC. (Exact name of registrant as specified in its

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing (Amendment No. 0)*

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing (Amendment No. 0)* OMB Number 3235-0058 SEC File Number 000-55999 CUSIP Number 41044P106 (Check one): √ Form 10-K Form 20-F Form 11-K Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: December 31, 2022 Transition Report on Form 10-K Transition Report on Form 20-F Transition Rep

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022. or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-5

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing (Amendment No. 0)*

NT 10-Q 1 hanjiaont10q-093022.htm FORM 12B-25 United States Securities and Exchange Commission Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing (Amendment No. 0)* OMB Number 3235-0058 SEC File Number 000-55999 CUSIP Number 41044P106 (Check one): Form 10-K Form 20-F Form 11-K √ Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: September 30, 2022 Transition Report on Form 10-

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022. or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55999

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2022 HANJIAO GROUP, INC. (Exact name of registrant as specified in its charter) nevada 000-55999 83-2187195 (State or other jurisdiction of incorporation) (Commission File

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing (Amendment No. 0)*

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing (Amendment No. 0)* OMB Number 3235-0058 SEC File Number 000-55999 CUSIP Number 41044P106 (Check one): Form 10-K Form 20-F Form 11-K √ Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: June 30, 2022 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022. or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55999

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing (Amendment No. __)*

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing (Amendment No. )* OMB Number 3235-0058 SEC File Number 000-55999 CUSIP Number 41044P106 (Check one): Form 10-K Form 20-F Form 11-K ✓ Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: March 31, 2022 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report

Labor Contract, dated April 30, 2022, by and between Beijing Yingjun Technology Co., Ltd. and Xu Honggang. *

Exhibit 10.1 No.: Labor Contract As per Labor Law of the People?s Republic of China, Labor Contract Law of the People?s Republic of China and other relevant laws and regulations, the following contract (hereinafter referred to as ?this Contract?) is made and entered into by and between Party A and Party B voluntarily on the basis of equal negotiation, whereby both parties hereto agree to abide by

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2022 HANJIAO GROUP, INC. (Exact name of registrant as specified in its charter) nevada 000-55999 83-2187195 (State or other jurisdiction of incorporation) (Commission File N

IFEC Housing Lease Contract, dated March 17, 2022, by and between He Rong and Beijing Janze Management Consulting Co., Ltd.

Exhibit 10.10 IFEC Housing lease contracts Party A He Rong Party B Beijing Hanze Management Consulting Co., Ltd Party C Beijing Qifangfang Technology Co., Ltd Lessor: He Rong (hereinafter referred to as "Party A"). Company License Number: None Id number: 610 113 1969 0714 1732 Contact number: 15110297873 Lessee: Beijing Hanze Management Consulting Co., Ltd. (hereinafter referred to as "Party B").

Supplement to the Exclusive Consulting and Services Agreement, dated March 31, 2022 by and between Beijing Hanze Management Consulting Co., Ltd. and Beijing Yingjun Technology Co., Ltd.

Exhibit 10.2 Supplement to the Exclusive Consulting and Services Agreement Party A: Beijing Hanze Management Consulting Co., Ltd Address: Room 1-805, No. 87 West Third Ring North Road, Haidian District, Beijing Party B: Beijing Yingjun Technology Co., Ltd Address: Room 058, Third Floor, No. 89 West Third Ring North Road, Haidian District, Beijing In view of the SEC's increased regulatory requireme

Office Lease Contract, dated January 18, 2021, by and between Beijing Guochuan Borui Technology Co. Ltd. and Beijing Yingjun Technology Co. Ltd.

Exhibit 10.9 Party A (the Lessor): Beijing Guochuan Borui Technology Co., Ltd. Legal representative: Chen Pengyun Tel.: 153 0009 9820 Address: China Foreign Language Mansion at No. 89, West 3rd Ring North Road, Haidian District, Beijing Party B (the Lessee): Beijing Luji Technology Co., Ltd. Legal representative: Tian Xiangyang Tel.: 130 3112 1536 Address: Times Fortune Plaza, Fengtai District, Be

power of attorney

Exhibit 24 POWER OF ATTORNEY The undersigned directors and officers of HANJIAO GROUP INC.

Labor Contract, dated January 1, 2022, by and between Beijing VIE and Shan Yonghua

Exhibit 10.12 No.: Labor Contract As per Labor Law of the People?s Republic of China, Labor Contract Law of the People?s Republic of China and other relevant laws and regulations, the following contract (hereinafter referred to as ?this Contract?) is made and entered into by and between Party A and Party B voluntarily on the basis of equal negotiation, whereby both parties hereto agree to abide by

List of Subsidiaries

Exhibit 21 LIST OF SUBSIDIARIES AND VARIABLE INTEREST ENTITIES Company Name Place/Date of Incorporation Issued Capital Principal Activities Hanjiao International Holding Limited British Virgin Islands, July 5, 2018 USD 50,000 Investment holding Luji Technology International Holding Limited British Virgin Islands, July 5, 2018 USD 50,000 Investment holding Inooka Holding Limited Hong Kong, July 18, 2018 HKD 100 (approximately USD12.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-55999 Hanjiao Group, Inc. (Exact name of regist

Labor Contract, dated January 1, 2022, by and between Beijing Yingjun and Tian Zhihai

Exhibit 10.13 No.: Labor Contract As per Labor Law of the People’s Republic of China, Labor Contract Law of the People’s Republic of China and other relevant laws and regulations, the following contract (hereinafter referred to as “this Contract”) is made and entered into by and between Party A and Party B voluntarily on the basis of equal negotiation, whereby both parties hereto agree to abide by

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing (Amendment No. 0)*

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing (Amendment No. 0)* OMB Number 3235-0058 SEC File Number 000-55999 CUSIP Number 41044P106 (Check one): ? Form 10-K Form 20-F Form 11-K Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: December 31, 2021 Transition Report on Form 10-K Transition Report on Form 20-F Transition Rep

Specimen of common stock certificate

Exhibit 4.1

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021. or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-5

List of Subsidiaries

Exhibit 21 LIST OF SUBSIDIARIES Company Name Place/Date of Incorporation Issued Capital Principal Activities Hanjiao International Holding Limited British Virgin Islands, July 5, 2018 USD 50,000 Investment holding Luji Technology International Holding Limited British Virgin Islands, July 5, 2018 USD 50,000 Investment holding Inooka Holding Limited Hong Kong, July 18, 2018 HKD 100 (approximately USD12.

List of Subsidiaries

Exhibit 21 LIST OF SUBSIDIARIES Company Name Place/Date of Incorporation Issued Capital Principal Activities Hanjiao International Holding Limited British Virgin Islands, July 5, 2018 USD 50,000 Investment holding Luji Technology International Holding Limited British Virgin Islands, July 5, 2018 USD 50,000 Investment holding Inooka Holding Limited Hong Kong, July 18, 2018 HKD 100 (approximately USD12.

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021. or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55999

Elderly Care Service Platform” Development Agreement, dated January 4, 2021, by and between China Guangzhi Investment (Beijing) Technology Co. Ltd. and Beijing VIE Technology Co., Ltd. and Supplementary Agreement, dated March 9, 2021, by and between China Guangzhi Investment (Beijing) Technology Co. Ltd. and Beijing VIE Technology Co., Ltd.

EX-10.13 2 hanjiao10q-ex1013.htm ELDERLY CARE SERVICE PLATFORM EXHIBIT 10.13 Elderly Care Service Platform Development Agreement The Transferor: China Guangzhi Investment (Beijing) Technology Co., Ltd. (hereinafter referred to as “Party A”) Seal: Zhongguang Zhitou (Beijing) Technology Co., Ltd. The Transferee: Beijing Luji Technology Co., Ltd. (hereinafter referred to as “Party B”) Seal: Beijing L

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10-Q 1 hanjiao10q-033121.htm FORM 10-Q Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021. or [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period

Description of Securities

EX-4.2 3 hanjiaoex0402.htm DESCRIPTION OF SECURITIES Exhibit 4.2 DESCRIPTION OF SECURITIES The following is a description of the material provisions of our capital stock, as well as other material terms of our Articles of Incorporation, as amended, and Amended and Restated Bylaws, or the Restated Bylaws. We refer you to our Articles of Incorporation, as amended, and Restated Bylaws, copies of whic

Lease Agreement, dated January 18, 2021, by and between Beijing Guochuan Borui Technology Co. Ltd. and Beijing VIE Technology Co. Ltd

Exhibit 10.8 Office Lease Contract 1 Party A (the Lessor): Beijing Guochuan Borui Technology Co., Ltd. Legal representative: Chen Pengyun Tel.: 153 0009 9820 Address: China Foreign Language Mansion at No. 89, West 3rd Ring North Road, Haidian District, Beijing Party B (the Lessee): Beijing Luji Technology Co., Ltd. Legal representative: Tian Xiangyang Tel.: 130 3112 1536 Address: Times Fortune Pla

House Lease Contract, dated March 20, 2020, by and among Beijing Hanze Management Consulting Co. Ltd. and Beijing VIE Technology Co. Ltd.

EX-10.7 4 hanjiaoex1007.htm HOUSE LEASE CONTRACT Exhibit 10.7 Institution House Lease Contract Fengtai Office Area House Lease Contract The Lessee (Party A): Beijing Luji Technology Co., Ltd. Mailing address: (certificate address) Room 605, 6th Floor, 301, 3-17 F, Building 5, Block 1, Hangfeng Road, Fengtai District, Beijing , The PRC Mailing address: (current address of Party A or legal person) U

List of Subsidiaries

EX-21 6 hanjiaoex21.htm LIST OF SUBSIDIARIES Exhibit 21 LIST OF SUBSIDIARIES Company Name Place/Date of Incorporation Issued Capital Principal Activities Hanjiao International Holding Limited British Virgin Islands, July 5, 2018 USD 50,000 Investment holding Luji Technology International Holding Limited British Virgin Islands, July 5, 2018 USD 50,000 Investment holding Inooka Holding Limited Hong

Amended and Restated Articles of Incorporation, as amended

EX-3.1 2 hanjiaoex0301.htm AMENDED AND RESTATED ARTICLES OF INCORPORATION Exhibit 3.1 Nevada 1 2 Certificate of Amendment 3 Certificate of Amendment 4 Cetificate of Amendment 5 6 Certificate of Amendment 7 Certificate of Designation 8 Unanimous Written Consent 9 Certificate of Designation 10 Certificate of Designation 11 Certificate of Designation 12 Unanimous Written Consent 13 Certificate of Rev

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-55999 Hanjiao Group, Inc. (Exact name of regist

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2021 HANJIAO GROUP, INC. (Exact name of registrant as specified in its charter) NEVADA 000-55999 83-2187195 (State or other jurisdiction of incorporation) (Commission File Nu

Quarterly Report - FORM 10-Q

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020. or [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

- FORM 12B-25 (NT 10-Q)

United States Securities and Exchange Commission 
 Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing (Amendment No. 0)* OMB Number 3235-0058 SEC File Number 000-55999 CUSIP Number 41044P106 (Check one): 10-K Form 20-F Form 11-K √ Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: September 30, 2020 Transition Report on Form 10-K Transition Report on Form 20-F Transition Repor

- DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement AS CAPITAL, INC. (Name of Registrant as Specifie

- PRELIMINARY INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [ ] Definitive Information Statement AS CAPITAL, INC. (Name of Registrant as Sp

Consent of Olayinka Oyebola & Co.

Exhibit 16.1 September 3, 2020 Office of the Chief Accountant Securities and Exchange Commission 100F Street, NE Washington, D.C. 20549 Dear Sir/Madam: We have read the statements made by AS Capital, Inc. (the Company), which were provided to us and which we understand will be filed with the Commission pursuant to Item 4.01 of its Form 8-K, regarding our dismissal as their certifying accountant. W

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

8-K 1 ascapital8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 3, 2020 AS CAPITAL, INC. (Exact name of registrant as specified in its charter) Nevada 000-55999 83-2187195 (State or other jurisdiction of In

Supplementary Agreement of Labor Contract, effective January 1, 2020, by and between Beijing Luji Technology Co., Ltd. and Wang Jirui

Exhibit 10.15 Supplementary Agreement of Labor Contract As per Labor Law of the People’s Republic of China, Labor Contract Law of the People’s Republic of China and other relevant laws and regulations, the following supplementary agreement of labor contract (hereinafter referred to as “this Agreement”) is made and entered into by and between Party A and Party B voluntarily on the basis of equal ne

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO 1 to FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2020 AS Capital, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55999 83-2187195 (State or other jurisdiction of incorporation) (C

ASIN / AS Capital, Inc. / Xiangyang Tian - SCHEDULE 13D Activist Investment

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 1206, 12th Floor, 301, 3-17 F, Building 5 Block 1, Hangfeng Road Fengtai District, Beijing +86-010-57551198 (Name, Add

Supplementary Agreement of Labor Contract, effective January 1, 2020, by and between Beijing Luji Technology Co., Ltd. and Yin Jianen

Exhibit 10.14 Supplementary Agreement of Labor Contract As per Labor Law of the People’s Republic of China, Labor Contract Law of the People’s Republic of China and other relevant laws and regulations, the following supplementary agreement of labor contract (hereinafter referred to as “this Agreement”) is made and entered into by and between Party A and Party B voluntarily on the basis of equal ne

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2020 AS Capital, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55999 83-2187195 (State or other jurisdiction of incorporation) (Commission File Numb

Labor Contract, dated January 1, 2017, by and between Beijing Luji and Shan Yonghua

Exhibit 10.10 No.: Labor Contract As per Labor Law of the People’s Republic of China, Labor Contract Law of the People’s Republic of China and other relevant laws and regulations, the following contract (hereinafter referred to as “this Contract”) is made and entered into by and between Party A and Party B voluntarily on the basis of equal negotiation, whereby both parties hereto agree to abide by

Business Operations Agreement, dated May 19, 2019, by and among Beijing Hongtao Management Consulting Co. Ltd., Beijing Luji Technology Co. Ltd. and Tian Xiangyang, Tian Zhihai, Liu Zexian, Gao Xuewei, and Li Chunduo

Exhibit 10.4 Business operation Agreement This Business Operation Agreement (hereinafter referred to as “the Agreement”) is signed by the following parties (hereinafter referred to as “all parties to the Agreement”) on May 15, 2019 in Beijing, China: Party A: Beijing Hongtao Management Consulting Co., Ltd. ("Hongtao Consulting") Address: Room 1106, Building 16, No. 30, Shixing Street, Shijingshan

Exclusive Consulting and Services Agreement, dated May 15, 2019, by and among Beijing Hongtao Management Consulting Co. Ltd. and Beijing Luji Technology Co. Ltd.

Exhibit 10.3 Exclusive Consulting and Service Agreement This Exclusive Consulting and Service Agreement (hereinafter referred to as "this Agreement") is signed by the following parties (hereinafter referred to as "both parties to the Agreement") on May 15, 2019 in Beijing, China: Party A: Beijing Hongtao Management Consulting Co., Ltd. Address: Room 1106, Building 16, No. 30, Shixing Street, Shiji

Supplementary Labor Contract, dated April 1, 2020, by and between Beijing Luji and Yin Jian’en

Exhibit 10.12 No.: Labor Contract As per Labor Law of the People’s Republic of China, Labor Contract Law of the People’s Republic of China and other relevant laws and regulations, the following contract (hereinafter referred to as “this Contract”) is made and entered into by and between Party A and Party B voluntarily on the basis of equal negotiation, whereby both parties hereto agree to abide by

Share Exchange Agreement, dated August 6, 2020, by and among AS Capital, Inc., HanJiao International Holding Limited and certain investors

EX-10.1 3 ascapital8k-ex1001.htm SHARE EXCHANGE AGREEMENT Exhibit 10.1 SHARE EXCHANGE AGREEMENT This SHARE EXCHANGE AGREEMENT (hereinafter referred to as “this Agreement”) dated as of August 6, 2020, by and among AS Capital, Inc., a Nevada corporation (“ASIN” or the “Company”), HanJiao International Holding Limited, a private limited corporation incorporated under the laws of British Virgin Island

Labor Contract, dated January 1, 2019, by and between Beijing Luji and Tian Xiangyang

Exhibit 10.9 No.: Labor Contract As per Labor Law of the People’s Republic of China, Labor Contract Law of the People’s Republic of China and other relevant laws and regulations, the following contract (hereinafter referred to as “this Contract”) is made and entered into by and between Party A and Party B voluntarily on the basis of equal negotiation, whereby both parties hereto agree to abide by

House Lease Contract, dated June 12, 2020, by and among Beijing Hanze Management Consulting Co. Ltd. and Beijing Yingjun Technology Co. Ltd.

Exhibit 10.8 Institution House Lease Contract Fengtai Office Area 1 House Lease Contract The Lessee (Party A): Beijing Luji Technology Co., Ltd. Mailing address: (certificate address) Room 1206, 12th Floor, 301, 3-17 F, Building 5, Block 1, Hangfeng Road, Fengtai District, Beijing , The PRC Mailing address: (current address of Party A or legal person) Unified social credit code or ID card No.: (un

Form of Director Retainer Agreement

Exhibit 10.14 AS CAPITAL, INC. DIRECTOR RETAINER AGREEMENT THIS DIRECTOR RETAINER AGREEMENT (“Agreement”) is entered into by and between AS Capital, Inc., a Nevada corporation (“Corporation”) and (“Director”) as of August , 2020. WHEREAS, Director is a duly elected as a director of the Corporation in accordance with the Corporation’s bylaws; and WHEREAS, the Corporation wishes to set forth the ter

Equity Acquisition Agreement, dated March 15, 2019, by and between Rongcheng Health Group Co. Ltd. and Beijing Luji Technology Co. Ltd.

EX-10.2 4 ascapital8k-ex1002.htm EQUITY ACQUISITION AGREEMENT Exhibit 10.2 Share Purchase Agreement Transferee: Beijing Luji Science and Technology Co., Ltd. (hereinafter referred to as Party A) Legal Representative: Tian Xiangyang Unified social credit code: 91110107660543246W Transferor: Rongcheng Health Group Co., Ltd. (hereinafter referred to as Party B) Legal Representative: Wang Jiankang Uni

Equity Disposal Agreement, dated May 15, 2019, by and among Beijing Hongtao Management Consulting Co. Ltd., Beijing Luji Technology Co. Ltd., Tian Xiangyang, Tian Zhihai, Liu Zexian, Gao Xuewei, and Li Chunduo

Exhibit 10.5 Equity Disposal Agreement This Equity Disposal Agreement (hereinafter referred to as “the Agreement”) was signed by the following parties (hereinafter referred to as “the parties to the Agreement”) on May 15, 2019 in Beijing, China: Party A: Beijing Hongtao Management Consulting Co., Ltd. ("Hongtao Consulting") Address: Room 1106, Building 16, No. 30, Shixing Street, Shijingshan Distr

Agency Agreement, dated May 15, 2019, by and among Beijing Hanze Management Consulting Co. Ltd., Tian Xiangyang, Tian Zhihai, Liu Zexian, Gao Xuewei, and Li Chunduo

Exhibit 10.7 Agency Agreement This Voting Rights Agency Agreement ("this Agreement") was entered into by the following parties on May 15, 2019: Party A: Beijing Hongtao Management Consulting Co., Ltd. Registered address: Room 3006, 3rd Floor, Building 16, No. 30, Shixing Street, Shijingshan District, Beijing Executive Director: Tian Xiangyang Party B: Shareholders/owners of Beijing Luji Technology

Labor Contract, dated January 1, 2017, by and between Beijing Luji and Tian Zhihai

Exhibit 10.11 No.: Labor Contract As per Labor Law of the People’s Republic of China, Labor Contract Law of the People’s Republic of China and other relevant laws and regulations, the following contract (hereinafter referred to as “this Contract”) is made and entered into by and between Party A and Party B voluntarily on the basis of equal negotiation, whereby both parties hereto agree to abide by

Supplementary Labor Contract, dated April 1, 2020, by and between Beijing Luji and Wang Jirui

Exhibit 10.13 No.: Labor Contract As per Labor Law of the People’s Republic of China, Labor Contract Law of the People’s Republic of China and other relevant laws and regulations, the following contract (hereinafter referred to as “this Contract”) is made and entered into by and between Party A and Party B voluntarily on the basis of equal negotiation, whereby both parties hereto agree to abide by

Equity Pledge Agreement, dated May 15, 2019, by and among Beijing Hanze Management Consulting Co. Ltd., Tian Xiangyang, Tian Zhihai, Liu Zexian, Gao Xuewei, and Li Chunduo

Exhibit 10.6 Equity Pledge Agreement This Equity Pledge Agreement (hereinafter referred to as “this Agreement”) was signed by the following parties (hereinafter referred to as “all parties to this Agreement”) on May 15, 2019 in Beijing, China: Party A: Beijing Hongtao Management Consulting Co., Ltd. (“Hongtao Consulting”) Address: Room 1106, Building 16, No. 30, Shixing Street, Shijingshan Distric

List of Subsidiaries

Exhibit 21 LIST OF SUBSIDIARIES Company Name Place/Date of Incorporation Issued Capital Principal Activities HanJiao International Holding Limited British Virgin Islands, July 5, 2018 USD 50,000 Investment holding Luji Technology International Holding Limited British Virgin Islands, July 5, 2018 USD 50,000 Investment holding Inooka Holding Limited Hong Kong, July 18, 2018 HKD 100 (approximately USD12.

Quarterly Report - FORM 10-Q

10-Q 1 ascapital10q-063020.htm FORM 10-Q Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period

- DEFINITIVE INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [] Preliminary Information Statement [] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [X ] Definitive Information Statement AS CAPITAL, INC. (Name of Registrant as Spe

Certificate of Amendment to the Articles of Incorporation for AS Capital, Inc.

Exhibit 1 Business Entity - Filing Acknowledgement 07/17/2020 Work Order Item Number: Filing Number: Filing Type: Filing Date/Time: Filing Page(s): W2020071601365 - 703693 20200791674 Amendment After Issuance of Stock 7/16/2020 12:49:00 PM 3 Indexed Entity Information: Entity ID: E0447522006 - 1 Entity Status: Active Entity Name: AS CAPITAL, INC.

Amended and Restated By-Laws

Exhibit 2 AMENDED AND RESTATED BYLAWS OF AS CAPITAL, INC. ARTICLE I. OFFICES. Section 1. Principal Office. The principal office of AS Capital, Inc. (the “Corporation”) shall be located at 3-11 Building 3, Beihuan East Road, Pinggu Town, Pinggu District, Beijing, People's Republic of China, or at such other place as may from time to time be designated by the Board of Directors. The Corporation may

-

CHEN-DRAKE LAW 8491 Sunset Blvd., Suite 368 W. Hollywood, CA 90069 (310) 358-0104 (t); 888-896-7763 (f) VIA E-MAIL Division of Corporation Finance Office of Finance United States Securities and Exchange Commission Washington, D.C. 20549 Attention: Jessica Livingston, Staff Attorney Sandra Hunter Berkheimer, Staff Attorney Re: AS Capital, Inc. Preliminary Information Statement on Form PRE 14C Filed

- PRELIMINARY 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [X] Preliminary Information Statement [] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [] Definitive Information Statement AS CAPITAL, INC. (Name of Registrant as Spec

Quarterly Report - FORM 10-Q

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020. or [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55

RIGI / Rineon Group, Inc. 10-K - Annual Report - FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 000-55999

Description of Securities

EXHIBIT 4.2 DESCRIPTION OF SECURITIES The following is a description of the material provisions of our capital stock, as well as other material terms of our Amended and Restated Articles of Incorporation and Bylaws. We refer you to our Amended and Restated Articles of Incorporation, as amended, and Bylaws, copies of which have been filed as exhibits to this report. Common Stock We are authorized t

Form of common stock certificate

EXHIBIT 4.1

ASIN / AS Capital, Inc. 10-Q - Quarterly Report - QUARTERLY REPORT

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019. or [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

ASIN / AS Capital, Inc. 10-Q - Quarterly Report - FORM 10-Q

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019. or [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-559

ASIN / AS Capital, Inc. 10-12G/A - - FORM 10 AMENDMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A6 General Form for Registration of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 AS Capital, Inc. (Exact name of registrant as specified in its charter) Nevada 83-2187195 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 3609 Hammer

ASIN / AS Capital, Inc. CORRESP - -

CHEN-DRAKE LAW 8491 Sunset Blvd., Suite 368 W. Hollywood, CA 90069 (310) 358-0104 (t); 888-896-7763 (f) August 5, 2019 VIA E-MAIL Division of Corporation Finance Office of Healthcare & Insurance United States Securities and Exchange Commission Washington, D.C. 20549 Attention: Jeffrey Gabor, Staff Attorney Joe McCann, Staff Attorney Ibolya Ignat, Staff Attorney Mary Mast, Staff Attorney Re: AS Cap

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 ascapital8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2019 (July 18, 2019) AS CAPITAL, INC. (Exact name of registrant as specified in its charter) Nevada 000-55999 83-2187195 (State or other jurisd

ASIN / AS Capital, Inc. / Gao Xue Ran - SC 13D Activist Investment

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 13

ASIN / AS Capital, Inc. / Zhang Yanhua - FORM 13D Activist Investment

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) 3-11, BUILDING 3, HEIHUAN EAST ROAD + 86 13716855155 (Name, Address and Telephone Number of Person Authorized to Receive No

Form 10

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A5 General Form for Registration of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 AS Capital, Inc. (Exact name of registrant as specified in its charter) Nevada 83-2187195 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 3609 Hammer

Court Custodian Documents

Exhibit 99.1 Electronically Filed 6/22/2018 12:32 PM Steven D. Grierson CLERK OF THE COURT /s/ Steven D. Grierson APPL PETER L. CHASEY, ESQ. Nevada Bar No. 007650 CHASEY LAW OFFICES 3295 N. Fort Apache Road, Suite 110 Las Vegas, Nevada 89129 Tel: (702) 233-0393 Fax: (702) 233-2107 email: [email protected] Attorney for Petitioner XTC, INC. EIGHTH JUDICIAL DISTRICT COURT CLARK COUNTY, NEVADA ) CAS

ASIN / AS Capital, Inc. CORRESP - -

July 17, 2019 VIA E-MAIL Division of Corporation Finance Office of Healthcare & Insurance United States Securities and Exchange Commission Washington, D.

Court Custodian Documents

Exhibit 99.1 Electronically Filed 6/22/2018 12:32 PM Steven D. Grierson CLERK OF THE COURT /s/ Steven D. Grierson APPL PETER L. CHASEY, ESQ. Nevada Bar No. 007650 CHASEY LAW OFFICES 3295 N. Fort Apache Road, Suite 110 Las Vegas, Nevada 89129 Tel: (702) 233-0393 Fax: (702) 233-2107 email: [email protected] Attorney for Petitioner XTC, INC. EIGHTH JUDICIAL DISTRICT COURT CLARK COUNTY, NEVADA ) CAS

Oral Agreement Summary

Exhibit 99.2 ORAL AGREEMENT SUMMARY The below is a summary of the oral agreements between XTC and AS Capital regarding expenses. XTC has agreed to pay all the expenses of the Company at reasonable negotiated prices at the time such expense payments are required. Any such loans shall be payable upon demand and without interests.

ASIN / AS Capital, Inc. 10-12G/A - - FORM 10-12G AMENDMENT 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A4 General Form for Registration of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 AS Capital, Inc. (Exact name of registrant as specified in its charter) Nevada 83-2187195 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 3609 Hammer

Revolving Line of Credit Agreement

Exhibit 10.1 REVOLVING LINE OF CREDIT AGREEMENT This Revolving Line of Credit Agreement (the "AGREEMENT") is made and entered into in this 13th day of August, 2018, by and between MDX, INC. ("LENDER"), and Rineon Group, Inc., a Nevada corporation ("BORROWER"). In consideration of the mutual covenants and agreements contained herein, the parties agree as follows: 1. LINE OF CREDIT. Lender hereby es

ASIN / AS Capital, Inc. CORRESP - -

VIA E-MAIL Division of Corporation Finance Office of Healthcare & Insurance United States Securities and Exchange Commission Washington, D.

ASIN / AS Capital, Inc. 10-12G/A - - FORM 10-12G AMENDMENT 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A3 General Form for Registration of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 AS Capital, Inc. (Exact name of registrant as specified in its charter) Nevada 83-2187195 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 3609 Hammer

ASIN / AS Capital, Inc. CORRESP - -

June 6, 2019 VIA E-MAIL Division of Corporation Finance Office of Healthcare & Insurance United States Securities and Exchange Commission Washington, D.

ASIN / AS Capital, Inc. SC 14F1 - - SC 14F1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER AS Capital, Inc. (Exact name of registrant as specified in its corporate charter) Commission File No.: 000-55999 Nevada 83-2187195 (State or other jurisdiction of incorporation or organization) (I.R.S

Current Report

8-K 1 ascapital8k-060419.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2019 AS CAPITAL, INC. (Exact name of registrant as specified in its charter) Nevada 000-55999 83-2187195 (State or other jurisdiction (Co

Stock Purchase Agreement

EX-10.1 2 ascapital8k-ex1001.htm STOCK PURCHASE AGREEMENT Exhibit 10.1 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER FEDERAL OR STATE REGULATORY AUTHORITY. THE SHARES BEING SOLD HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. THE SALE PRICE WAS DETERMINED ARBITRARILY BY THE SELLER AND BEARS NO RELATIONSHIP TO THE ASSETS, EAR

ASIN / AS Capital, Inc. 10-Q - Quarterly Report - FORM 10-Q

10-Q 1 ascapital10q-033119.htm FORM 10-Q U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ 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: 000-55999 AS Capital,

RIGI / Rineon Group, Inc. NT 10-Q NOTICE OF LATE FILING

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: February 28,02022 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): [] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form 10-D [] Form N-SAR [] Form N-CSR [] Form N-CEN For Period Ended: March 31

RIGI / Rineon Group, Inc. FORM 10 AMENDMENT 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A2 General Form for Registration of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 AS Capital, Inc. (Exact name of registrant as specified in its charter) Nevada 83-2187195 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 3609 Hammer

ASIN / AS Capital, Inc. CORRESP - -

VIA E-MAIL Division of Corporation Finance Office of Healthcare & Insurance United States Securities and Exchange Commission Washington, D.

RIGI / Rineon Group, Inc. AMENDMENT NO. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A General Form for Registration of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 AS Capital, Inc. (Exact name of registrant as specified in its charter) Nevada 83-2187195 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 3609 Hammerk

ASIN / AS Capital, Inc. CORRESP - -

December 20, 2018 VIA E-MAIL Division of Corporation Finance Office of Healthcare & Insurance United States Securities and Exchange Commission Washington, D.

RIGI / Rineon Group, Inc. QUARTERLY REPORT (Quarterly Report)

Table of Contents 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: 000-55999 AS Capital, Inc. (Exact Name o

RIGI / Rineon Group, Inc. FORM 10

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 General Form for Registration of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 AS Capital, Inc. (Exact name of registrant as specified in its charter) Nevada 83-2187195 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 3609 Hammerkop

Amended Bylaws of AS Capital, Inc.

Exhibit 3.2.1 BYLAWS OF AS CAPITAL, INC. October 29, 2018 ARTICLE I- OFFICES AND CORPORATE SEAL SECTION 1.1 Registered Office. AS Capital, Inc. (hereinafter the "Corporation") shall maintain a registered office in the State of Nevada. In addition to its registered office, the Corporation shall maintain a principal office at a location determined by the Board. The Board of Directors may change the

Certificate of Designation of Rineon Group for Series A Convertible Preferred Stock, Series B Preferred Stock and Series C Preferred Stock

Exhibit 4.3 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street

Certificate of Amendment to the Articles of Incorporation for AS Capital, Inc.

Exhibit 3.1.2 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Filed in the office of Document Number 20180431039-71 Certificate of Amendment /s/ Barbara K. Cegavske Filing Date and Time (PURSUANT TO NRS 78.385 and 78.390) Barbara K. Cegavske 10/01/2018 3:21 PM Secretary of State Entity Number State of Nevada E04475

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 333-148189 RINEON GROUP, INC. (Exact name of registrant as specified in its

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 3, 2010 RINEON GROUP, INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-148189 98-0577859 (State or Other Jurisdiction of Incorporation) (Commission File Num

UNITED STATES 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 SEC

UNITED STATES 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 Commission file number: 333-148189 RINEON GROUP, INC. (Exact name of registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: November 30, 2012 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 333-148189 CUSIP NUMBER (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: June 30, 2010 o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-148189 RINEON GROUP, INC. (Exact name of registrant as specified in

UNITED STATES 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 March 31, 2010 o TRANSITION REPORT UNDER SE

UNITED STATES 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 March 31, 2010 o 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. (Exact name of registran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 333-148189 CUSIP NUMBER (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: March 31, 2010 o Tran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 333-148189 CUSIP NUMBER (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: March 31, 2010 o Tran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 333-148189 CUSIP NUMBER (Check one): x Form 10-K  Form 20-F  Form 11-K ¨ Form 10-Q  Form 10-D  Form N-SAR  Form N-CSR For Period Ended: December 31, 2009  T

RESIGNATION LETTER

Exhibit 99.2 RESIGNATION LETTER January 1, 2010 Rineon Group, Inc. 408 Royal Street Imperial, Saskatchewan, Canada S0G 2J0 Gentlemen: This letter confirms that I hereby resign (a) as a Director of Rineon Group, Inc. (the ?Company?); and (b) from all other offices in the Company I now hold. Such resignation shall be effective upon the execution of a proposed Share Exchange Agreement by and among AM

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): January 20, 2010 RINEON GROUP, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Nevada 333-148189 98-0577859 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (COMMISSION FILE N

RESIGNATION LETTER

Exhibit 99.4 RESIGNATION LETTER January 1, 2010 Rineon Group, Inc. 408 Royal Street Imperial, Saskatchewan, Canada S0G 2J0 Gentlemen: This letter confirms that I hereby resign (a) as a Director of Rineon Group, Inc. (the “Company”); and (b) from all other offices in the Company I now hold. Such resignation shall be effective upon the execution of a proposed Share Exchange Agreement by and among AM

RESIGNATION LETTER

Exhibit 99.3 RESIGNATION LETTER January 1, 2010 Rineon Group, Inc. 408 Royal Street Imperial, Saskatchewan, Canada S0G 2J0 Gentlemen: This letter confirms that I hereby resign (a) as a Director of Rineon Group, Inc. (the “Company”); and (b) from all other offices in the Company I now hold. Such resignation shall be effective upon the execution of a proposed Share Exchange Agreement by and among AM

RESIGNATION LETTER

Exhibit 99.1 RESIGNATION LETTER January 1, 2010 Rineon Group, Inc. 408 Royal Street Imperial, Saskatchewan, Canada S0G 2J0 Gentlemen: This letter confirms that I hereby resign (a) as a Director of Rineon Group, Inc. (the ?Company?); and (b) from all other offices in the Company I now hold. Such resignation shall be effective upon the execution of a proposed Share Exchange Agreement by and among AM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K o ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended x TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from January 1, 2008 to December 31, 2008 Commission File Number: 333-148189 RINEON GROU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES 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 September 30, 2009 [ ] 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. (Exact name of r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 333-148189 CUSIP NUMBER (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: September 30, 2009 o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment Number 1 to FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment Number 1 to FORM 10-Q/A (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the quarterly period ended June 30, 2009 o 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. (

SHAREHOLDERS AGREEMENT

EX-10.1 3 f10q0609a1ex10irineon.htm SHAREHOLDERS AGREEMENT BETWEEN RINEON GROUP, INC., NATPROV HOLDING INC. AND AMALPHIS GROUP INC Exhibit 10.1 SHAREHOLDERS AGREEMENT THIS SHAREHOLDERS AGREEMENT (the “Agreement”) is made and entered into as of July 14, 2009 (the “Effective Date”) by and among AMALPHIS GROUP INC., a British Virgin Islands corporation (“Amalphis” or the “Company”), RINEON GROUP, INC

AMALPHIS GROUP INC. (the “Company”) CERTIFICATE OF DESIGNATION, POWERS, PREFERENCES AND RIGHTS SERIES A PREFERRED SHARES Dated the 14th day of July, 2009

EX-3.2 2 f10q0609a1ex3iirineon.htm CERTIFICATE OF DESIGNATION OF AMALPHIS SERIES A PREFERRED STOCK Exhibit 3.2 AMALPHIS GROUP INC. (the “Company”) CERTIFICATE OF DESIGNATION, POWERS, PREFERENCES AND RIGHTS of SERIES A PREFERRED SHARES Dated the 14th day of July, 2009 The Board of Directors of the Company, in accordance with the provisions of its Memorandum and Articles of Association, as amended a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES 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, 2009 [ ] 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. (Exact name of regist

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING ¨ Form 10-K ¨ Form 11-K ¨ Form 20-F x Form 10-Q ¨ Form N-SAR For Period Ended: June 30, 2009

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING ¨ Form 10-K ¨ Form 11-K ¨ Form 20-F x Form 10-Q ¨ Form N-SAR For Period Ended: June 30, 2009 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to

PREFERRED STOCK PURCHASE AGREEMENT

Exhibit 10.2 PREFERRED STOCK PURCHASE AGREEMENT This Preferred Stock Purchase Agreement ("Agreement"), is made and entered into as of the 30th day of April 2009 by and between RINEON GROUP INC. (formerly, Jupiter Resources, Inc.), a corporation organized under the laws of the State of Nevada (“Rineon”); INTIGY ABSOLUTE RETURN LTD., a corporation organized under the laws of the British Virgin Islan

, 2009

Exhibit 16.1 May 14, 2009 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 We have read the statements made by Rineon Group, Inc. which we understand will be filed with Securities and Exchange Commission pursuant to Item 4.01 of Form 8-K, as part of the Form 8-K of Rineon Group, Inc. dated May 14, 2009. We agree with the statements concernin

AMALPHIS GROUP INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.1 AMALPHIS GROUP INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Financial Statements: Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of December 31, 2008 and December 31, 2007 F-3 Consolidated Statements of Operations for the period November 9, 2007 (inception) through December 31, 2007 and the year ended December 31, 2008 F-4 Consolidat

STOCK PURCHASE AGREEMENT

Exhibit 10.1 STOCK PURCHASE AGREEMENT This Share Exchange Agreement ("Agreement"), is made and entered into as of the 30th day of April 2009 by and among RINEON GROUP INC. (formerly, Jupiter Resources, Inc.), a corporation organized under the laws of the State of Nevada (?Rineon?); NATPROV HOLDINGS, INC., a British Virgin Islands corporation ("NatProv"); and DARCY GEORGE RONEY (?Roney? or the ?Rin

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Financial Statements and Exhibits, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 14, 2009 RINEON GROUP, INC. (Exact name of registrant as specified in Charter) Nevada 333-148189 98-0577859 (State or other jurisdiction of incorporation or organization) (Commission File No.)

RINEON GROUP INC.

Exhibit 99.2 RINEON GROUP INC. INDEX TO PRO FORMA COMBINED FINANCIAL DATA Page RINEON GROUP INC. as of February 28, 2009 (unaudited) and AMALPHIS 2 GROUP INC. as of December 31, 2008 (audited)- BALANCE SHEETS RINEON GROUP INC. for the nine months ended February 28, 2009 (unaudited) and AMALPHIS GROUP INC. for the year ended December 31, 2008 (audited) STATEMENT OF OPERATIONS 3 RINEON GROUP INC. fo

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): April 30, 2009 JUPITER RESOURCES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Delaware 333-148189 98-0577859 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (COMMISSION F

Certificate of Designation of Rineon Group, Inc. for Series A Convertible Preferred Stock

Exhibit 3.2 ROSS MILLER Secretary of State 204 North Carson Street, Ste 1 Carson City, Nevada 89701-4069 (775) 684-5708 Website: secretaryofstate.biz Certificate of Designation (PURSUANT TO NRS 78.1955) Filed in the office of /s/ Ross Miller Ross Miller Secretary of State State of Nevada Document Number 20090385407-58 Filing Date and Time 05/01/2009 2:14 PM Entity Number E0447522006-1 USE BLACK IN

Certificate of Amendment to the Articles of Incorporation for Rineon Group, Inc.

Exhibit 3.1 ROSS MILLER Secretary of State 204 North Carson Street, Ste 1 Carson City, Nevada 89701-4069 (775) 684-5708 Website: secretaryofstate.biz Certificate of Amendment (PURSUANT TO NRS 70.385 AND 78.320) Filed in the office of /s/ Ross Miller Ross Miller Secretary of State State of Nevada Document Number 20090381561-45 Filing Date and Time 04/30/2009 10:50 AM Entity Number E0447522006-1 USE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2009 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. JUPITER RESOURCES INC. (Exact name of registrant as s

Jupiter Resources Signs Letter of Intent to Acquire NatProv Holdings

Exhibit 99.1 Jupiter Resources Signs Letter of Intent to Acquire NatProv Holdings VANCOUVER, BRITISH COLUMBIA-(March 30, 2009) ? Jupiter Resources, Inc. (OTCBB: JPIT) is pleased to announce it has entered into a Letter of Intent to purchase 100% of the issued and outstanding common shares of NatProv Holdings, Inc. (?NatProv?). NatProv, through its 81%-owned operating subsidiary, is a specialty ins

Entry into a Material Definitive Agreement, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): March 25, 2009 Jupiter Resources, Inc. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Nevada 333-148189 98-0577859 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (COMMISSION FIL

Jupiter Resources, Inc. Vancouver, British Columbia

Exhibit 10.1 Jupiter Resources, Inc. Vancouver, British Columbia Canada March 27, 2009 John Greenwood NatProv Holdings, Inc. Harbour House, Second Floor Waterfront Drive P.O. Box 972, Road Town, Tortola, British Virgin Islands Dear Mr. Greenwood: Re:Letter of intent This Letter of Intent (the "Letter") sets forth the principal terms and conditions of a proposed transaction (the "Transaction") purs

Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.390)

EX-3.1 2 f8k032509ex3ijupiter.htm AMENDMENT TO THE CERTIFICATE OF INCORPORATION Exhibit 3.1 ROSS MILLER Secretary of State 204 North Carson Street, Ste 1 Carson City, Nevada 89701-4069 (775) 684-5708 Website: secretaryofstate.biz Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.390) Filed in the office of /s/ Ross Miller Ross Miller Secretary of State State of Nevada Document Number 2009028

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 JUPITER RESOURCES INC. (Name of Issuer) Common Stock, Par Value $0.001 (Title of Class of Securities) (Cusip Number) Darcy

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 JUPITER RESOURCES INC. (Name of Issuer) Common Stock, Par Value $0.001 (Title of Class of Securities) 482066 107 (Cusip Number) Darcy George Roney Box 215,Imperial, Saskatchewan S0G 2J0, Canada Telephone Number: (306)963-2788 (Name, Address and Telephone Number of Person A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended November 30, 2008 or [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 333-148189 JUPITER RESOURCES INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended November 30, 2008 or [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 333-148189 JUPITER RESOURCES INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT #2 TO FORM SB-2 ON FORM S-1 SEC FILE NO: 333-148189 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 JUPITER RESOURCES INC. (Exact name of registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT #2 TO FORM SB-2 ON FORM S-1 SEC FILE NO: 333-148189 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 JUPITER RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 1000 98-0577859 (State or jurisdiction of incorporation or organization) (Primary Standard Industrial Classifi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT #1 TO FORM SB-2 ON FORM S-1 SEC FILE NO: 333-148189 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 JUPITER RESOURCES INC. (Exact name of registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT #1 TO FORM SB-2 ON FORM S-1 SEC FILE NO: 333-148189 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 JUPITER RESOURCES INC. (Exact name of registrant as specified in its charter) Nevada 1000 98-0577859 (State or jurisdiction of incorporation or organization) (Primary Standard Industrial Classifi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended August 31, 2008 or [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 333-148189 JUPITER RESOURCES INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 11, 2008 Jupiter Reso

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 11, 2008 Jupiter Resources Inc. (Exact name of registrant as specified in its charter) Nevada 333-148189 98-0577859 (State or other (Commission (IRS Employer jurisdiction

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended August 31, 2008 or [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 333-148189 JUPITER RESOURCES INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 11, 2008 Jupiter Mining

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 11, 2008 Jupiter Mining Inc. (Exact name of registrant as specified in its charter) Nevada 333-148189 98-0577859 (State or other (Commission (IRS Employer jurisdiction of Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2008 [ ] TRANSITION REPORT UNDER SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2008 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-148189 Jupiter Resources Inc. (Name o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 JUPITER RESOURCES INC. (Name of Issuer) Common Stock, Par Value $0.001 (Title of Class of Securities) (Cusip Number) Koah K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 JUPITER RESOURCES INC. (Name of Issuer) Common Stock, Par Value $0.001 (Title of Class of Securities) 482066 107 (Cusip Number) Koah Kruse Suite 98-1446 West 13 Ave. Vancouver, B.C.,Canada Telephone Number: (604)537-9788 (Name, Address and Telephone Number of Person Author

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended February 29, 2008 [ ] Transition Report pursuant to 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended February 29, 2008 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission File Number 333-148189 JUPITER RESOURCES INC.

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 333-148189 Notification of Late Filing (Check One):

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 333-148189 Notification of Late Filing (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-QSB [ ] Form N-SAR For Period Ended: February 29, 2008 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended November 30, 2007 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission File Number 333-148189 JUPITER RESOURCES INC.

EX-99

Exhibit 99.1

Articles of Incorporation of Jupiter Resources, Inc.

ARTICLES OF INCORPORATION OF JUPITER RESOURCES, INC. FIRST. The name of corporation is Jupiter Resources, Inc. SECOND. The registered office of the corporation in the State of Nevada is located at 7251 West Lake Mead Blvd Suite 300, Las Vegas, NV 89128. The corporation may maintain an office, or offices, in such other places within or without the State of Nevada as may be from time to time designa

MINERAL PROPERTY PURCHASE AGREEMENT

MINERAL PROPERTY PURCHASE AGREEMENT THIS AGREEMENT dated for reference March 27, 2007.

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 JUPITER RESOURCES INC. (Exact name of Registrant as specified in its charter) NEVADA 1000 Pending (State or other jurisdi

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 JUPITER RESOURCES INC. (Exact name of Registrant as specified in its charter) NEVADA 1000 Pending (State or other jurisdiction of incorporation or organization) (Standard Industrial Classification) (IRS Employer Identification Number) JUPITER RESOURCES INC. Noah Kruse, P

By-Laws of Jupiter Resources, Inc.

BYLAWS of JUPITER RESOURCES INC. (the "Corporation") ARTICLE I: MEETINGS OF SHAREHOLDERS Section 1 - Annual Meetings The annual meeting of the shareholders of the Corporation shall be held at the time fixed, from time to time, by the Board of Directors. Section 2 - Special Meetings Special meetings of the shareholders may be called by the Board of Directors or such person or persons authorized by