UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2016

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

For the transition period from -___________ to _____________

Commission File Number 333-197478

AMERICAN RENAISSANCE CAPITAL, INC.

(Exact name of registrant as specified in its charter)

California

(State or other jurisdiction of

incorporation or organization)

3699 Wilshire Blvd., Suite 610, Los Angeles, California 90010

(Address of principal executive offices)

310-895-1839

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes [X] No [ ]

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

Large Accelerated filer ◻

Accelerated filer ◻

Non-accelerated filer ◻

(Do not check if a smaller reporting company)

Smaller reporting company ⌧

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [] No [ X ]

Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.

Number of shares outstanding of the registrant’s common stock as of September 30, 2016: 85,376,000

AMERICAN RENAISSANCE CAPITAL, INC.

Quarterly Report on Form 10-Q for the

Three Months ended September 30, 2016

TABLE OF CONTENTS

PART I. – FINANCIAL INFORMATION
	Item 1. Financial Statements	3
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	18
	Item 3. Quantitative and Qualitative Disclosures about Market Risk	25
	Item 4. Controls and Procedures	25
PART II. – OTHER INFORMATION
	Item 1. Legal Proceedings	26
	Item 1A. Risk Factors	26
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	26
	Item 3. Defaults Upon Senior Securities	26
	Item 4. Mine Safety Disclosures	26
	Item 5. Other Information	27
	Item 6. Exhibits	28
	Exhibit 31.1
	Exhibit 31.2
	Exhibit 32.1
	Exhibit 32.2

- 2 -

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

American Renaissance Capital, Inc.

Financial Statements

- 3 -

AMERICAN RENAISSANCE CAPITAL, INC.
		(A Development Stage Company)
		Balance Sheet (unaudited)
			September 30, 2016	December 31, 2015
		ASSETS
Current Assets
	Cash and cash equivalents		$ 18,124	$ 3,613
	Store deposits in transit		-	-
	FIFO Inventory		96,313	-
	Prepaid and other current assets		2,860	-
		Total current assets	$ 117,297	$ 3,613

Property, Plant and equipment, net			1,303,512	-
Goodwill			233,315	-
		Total assets	$ 1,654,123	$ 3,613

LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities:
Current liabilities
Current portion of long-term debt including obligations under capital leases and financing obligations			$ 139,573	$ -
Accounts payable			4,391	4,488
Other current liabilities
Total current liabilities			$ 143,964	$ 4,488
Long-term debt including obligations under capital leases and financing obligations			1,579,043	32,151
		Total liabilities	$ 1,723,007	$ 36,639

Stockholders' deficit:
Common stock ($0.0001 par value)			8,538	8,538
1,000,000,000 shares authorized, no par
85,376,000 issued and outstanding on 6/30/2016, and
85,376,000 issued and outstanding on 12/31/2015 respectively.
Additional Paid-in Capital			17,014	17,014
Accumulated Deficits			(94,436)	(61,682)
Total stockholders' equity			(68,884)	(36,130)
	Total liabilities and stockholders' equity		$ 1,654,123	509

	The accompanying notes are an integral part of these financial statements

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AMERICAN RENAISSANCE CAPITAL, INC.
(A Development Stage Company)
Statement of Operations (unaudited)
			For the Three Months Ended September 30,		For the Nine Months Ended September 30,		From Feb. 15, 2012 (inception) to Sep. 30, 2016
			2016	2015	2016	2015	From Feb. 15, 2012 (inception) to Sep. 30, 2016
REVENUE
	Sales		$312,332	$ -	$364,520	$ -	$ 364,520
	Merchandise costs, including warehousing and transportation, excluding items shown separately below		211,515		248,582		248,582
		Gross profit	$100,817	$ -	$115,938	$ -	$ 115,938

EXPENSES:
	Depreciation and amortization
	Professional fees		56,504	-	64,124	1,631	99,933
	Rent expense		2,322	1,146	5,864	3,438	21,526
	Other operating expenses		62,511	765	66,753	7,126	88,665

NET EARNING (LOSS) FROM OPERATIONS			$(20,520)	$(1,911)	$(20,803)	$(12,195)	$ (94,186)
	Interest expense

EARNING BEFORE INCOME TAX EXPENSE			(20,520)	(1,911)	(20,803)	(12,195)	(94,186)
	Income tax expense

NET EARNING (LOSS)			$(20,520)	$(1,911)	$(20,803)	$(12,195)	$ (94,196)

Basic and diluted loss per common share			$0.00002	$(0.00002)	(0.000000)	$(0.00012)
Weighted average number of common shares
Outstanding basic and diluted			85,376,000	85,376,000	85,376,000	85,376,000

The accompanying notes are an integral part of these financial statements

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	AMERICAN RENAISSANCE CAPITAL, INC.
	(A Development Stage Company)
	Statement of Cash Flows (unaudited)
		For the Nine Months Ended September 30,		Cumulative from Feb. 15, 2012 (inception) through Sep. 30, 2016
		2016	2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss		$ (20,803)	$(12,195)	$ (94,436)
Adjustments to reconcile net loss to net cash
provided/(used) by operating activities:
Depreciation and amortization		7,224	-	14,347
Increase (decrease) in Account payable		(4,452)	654	6,608
Changes in operating assets and liabilities net of
effects from mergers of businesses:
Inventories		(96,313)		-
Prepaid and other current assets		(2,860)
Accrued expenses				-
Net cash used by operating activities		(117,204)	(11,541)	(155,783)

CASH FLOWS FROM INVESTING ACTIVITIES
Payments for property and equipment		(1,310,736)	-	(1,271,402)
Payments for mergers		(233,315)	-	(214,886)

Net cash provided by investing activities		$(1,544,050)	$ -	$(1,486,287)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loans payable		1,675,765	$ (1,346)	1,715,099
Proceeds from shares issued		-	-	18,429

Net cash provided by financing activities		$ 1,675,765	$ (1,346)	$1,733,528
Increase in cash		14,511	(12,887)	18,124
Cash - beginning of period		3,613	13,348	-
Cash - end of period		$ 18,124	$ 509	$ 29,489
Disclosure of cash flow information:
Cash paid during the year for interest		$ 14,897	$ -	$ 14,897
Cash paid during the year for income taxes		$ -	$ -	$ -

The accompanying notes are an integral part of these financial statements

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	AMERICAN RENAISSANCE CAPITAL, INC.
		(A Development Stage Company)
	Statement of Changes in Stockholders' Deficit (unaudited)
						Deficit
						Accumulated
					Additional	during
			Common Stock		Paid-in	Development	Stockholders'
			Shares	Amount	Capital	Stage	Deficit
Balance at February 15, 2012 (Inception)			-	$ -	$ -	$ -	$ -
Issuance of common stock at $0.0001 per share			13,673,000	1,367			1,367
Additional Paid-in Capital					1,506		1,506
Net Loss						(3,268)	(3,268)

Balance at December 31, 2012			13,673,000	$ 1,367	$ 1,506	$ (3,268)	$ (395)
Issuance of common stock at $0.0001 per share			21,469,000	2,147			2,147
Additional Paid-in Capital					4,691		4,691
Net Loss						(8,027)	(8,027)
Balance at December 31, 2013			35,142,000	$ 3,514	$ 6,197	$ (11,295)	$ (1,584)
Issuance of common stock at $0.0001 per share			50,234,000	5,023			5,023
Additional Paid-in Capital					10,817		10,817
Net Loss						(40,104)	(40,104)

Balance at December 31, 2014			85,376,000	$ 8,538	$ 17,014	$ (51,399)	$ (25,847)
Issuance of common stock at $0.0001 per share							-
Additional Paid-in Capital							-
Net Loss						(20,934)	(20,934)

Balance at December 31, 2015			85,376,000	$ 8,538	$ 26,725	$ (73,633)	$ (37,070)
Issuance of common stock at $0.0001 per share							-
Additional Paid-in Capital							-
Net Loss						(20,803)	(20,553)
Balance at September 30, 2016			85,376,000	$ 8,538	$ 26,725	$ (94,436)	$ (37,104)


		The accompanying notes are an integral part of these financial statements

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American Renaissance Capital, Inc.

Notes to Unaudited Financial Statements

NOTE 1 - NATURE OF BUSINESS

The Company was formed under the laws of the state of California on February 15, 2012, under the name Afriwealth, LLC. In April 2014, the company decided by the vote of its management and majority shareholder to convert to a C corporation with authorization to issue 1,000,000,000 shares of common stocks. In June of 2014, the company changed its business name to AMERICAN RENAISSANCE CAPITAL, INC.

American Renaissance Capital, Inc. (hereinafter the “Company”) has limited operations and is developing a business plan to focus on business process improvement and owning and holding investments in community-anchored real estate, properties and businesses in California and US. The company’s business plan focuses on (1) acquiring, rehabilitating and reutilizing dilapidated or abandoned properties; (2) acquiring and restructuring troubled businesses; (3) socially conscious venture capital activities; (4) opportunistic private equity activities; (5) job-creating and community-empowering investments; and (6) general business-process-improvement through partnerships, mergers and acquisitions, (re)capitalizations and investments. The social goals of the Company’s businesses and investments are to build healthier and stronger communities by financially empowering communities, individuals, and families through education, job-opportunities, credits, and wealth-accumulation strategies that help employees and stakeholders to impact lives in the communities while helping stakeholder to build prosperous and sustainable communities. The Company is based in Los Angeles, California. To date, the Company’s business activities have been limited to organizational matters, research of public and private available-for-sale community-based businesses, and raising capital. The Company is considered a development stage company and has not yet realized any revenues from its planned operations.

The Company has incurred losses in all periods since its inception and expects to continue to incur additional losses for the foreseeable future. As at September 30, 2016, the Company had an accumulated deficit of $(94,436).

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Development Stage Company

The Company is a development stage company as defined by ASC 915-10-05, “Development Stage Entity.” The Company is still devoting substantially all of its efforts on establishing its business and its planned principal operations have not commenced. All losses accumulated, since inception, have been considered as part of the Company’s development stage activities.

Basis of Presentation

The accompanying financial statements include the consolidated accounts of the Company, its wholly-owned subsidiaries, and the variable interest entities in which the Company is the primary beneficiary. The December 31, 2015 balance sheet was derived from audited financial statements and, due to its summary nature, does not include all disclosures required by generally accepted accounting principles (“GAAP”). Significant intercompany transactions and balances have been eliminated. References to the “Company” in these Consolidated Financial Statements mean the consolidated company.

The financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The accompanying financial statements have been prepared using the accrual basis of accounting in accordance with generally accepted accounting principles (“GAAP”) promulgated in the United States of America. The Company has elected a December 31 fiscal year end.

In the opinion of management, the accompanying unaudited Consolidated Financial Statements include all normal, recurring adjustments that are necessary for a fair presentation of results of operations for such periods but should not be considered as indicative of results for a full year. The financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted, pursuant to SEC regulations. Accordingly, the accompanying Financial Statements should be read in conjunction with the financial statements in the Company’s Annual Report on Form 10K for the fiscal year ended December 31, 2015.

Merger

On June 15, 2016, the Company closed its merger with Healthy Foods Market LLC and Fresh and Healthy Market LLC (“HFB”) by purchasing 100% of the outstanding shares of both Healthy Food Businesses from our President and CEO for $1 in cash and assumption of existing liabilities. This merger allows the Company to gain entry into the healthy foods distribution in Southern California and provide healthy-living services to mostly low-income neighborhoods. The merger was accounted for under the purchase method of accounting and was financed by cash on hand. In a business combination, the purchase price is allocated to assets acquired and liabilities assumed based on their fair values, with any excess of purchase price over fair value recognized as goodwill. In addition to recognizing the assets and liabilities on the acquired company’s balance sheet, the Company reviews supply contracts, leases, financial instruments, employment agreements and other significant agreements to identify potential assets or liabilities that require recognition in connection with the application of acquisition accounting under Accounting Standards Codification (“ASC”) 805. Intangible assets are recognized apart from goodwill when the asset arises from contractual or other legal rights, or are separable from the

acquired entity such that they may be sold, transferred, licensed, rented or exchanged either on a standalone basis or in combination with a related contract, asset or liability.

Pending finalization of the Company’s valuation and other items, the following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as part of the merger with HFB:

	June 30, 2016
ASSETS
Total current assets	$152,360

Property, plant and equipment	1,307,236
Intangible	-

Total Assets, excluding Goodwill	1,459,595

LIABILITIES
Total current liabilities	-

Fair value of long-term debt including obligations under capital leases and financing obligations	(1,685,554)
Deferred income taxes	-

Total Liabilities	(1,685,554)

Total Identifiable Net Assets	(225,959)
Goodwill	233,315
Net Assets Purchased	7,356

The goodwill recorded as part of the merger was attributable to the ongoing operating platform of the HFB, current customers and operational synergies expected from the merger, as well as any intangible assets that did not qualify for separate recognition. The merger was treated as a stock purchase for income tax purposes. The assets acquired and liabilities assumed as part of the merger did not result in a step up of tax basis and goodwill is not expected to be deductible for tax purposes.

Pro forma results of operations, assuming the HFB’s merger had taken place at the beginning of 2016 and are included in the following table. The pro forma information includes historical results of operations of HFB, as well as adjustments for interest expense that would have been incurred due to financing the mergers, depreciation and amortization of the assets acquired and excludes the premerger transaction related expenses incurred by HFB and the Company. The pro forma information does not include efficiencies, cost reductions, synergies or investments in our optimized business processes cost management/control program expected to result from the mergers. The unaudited pro forma financial information is not necessarily indicative of the results that actually would have occurred had the HFB merger been completed at the beginning of 2016. The sales and net earnings of HFB are material to the Company’s 2016 results.

	Healthy Foods Market, LLC.	Fresh and Healthy Market, LLC.	Total
	September 30, 2016
Sales	$ 255,732	$ 108,788	$ 364,520

Net earnings (loss)	(13,742)	(1,010)	(14,752)

Net earnings attributable to American Renaissance Capital, Inc.	$ (13,742)	$ (1,010)	$ (14,752)

Debt Obligations

Longterm debt consists of:

	Healthy Foods Market, LLC.	Fresh and Healthy Market, LLC.	Total
	September 30, 2016
6.00% Notes due through 2021	$ 363,579	$ -	$ 363,579
5.25% Notes due through 2026	711,515		711,515
5.00% Notes due through 2027	444,746	145,808	590,554

Total debt, excluding capital leases and financing obligations	1,519,840	145,808	1,665,648
Less current portion	(139,573)		(139,573)

Total long-term debt, excluding capital leases and financing obligations	$ 1,380,267	$ 145,808	$ 1,526,075

To facilitate the acquisitions of Carson Market and Sunshine Meat Market, Healthy Foods Market, LLC. (“HFM”) obtained $715,000 from a local bank at 5.25%. The loan has a 25 year term with balloon payment of $537,278.86 on June 1, 2026. Monthly interest and principal payment is $4,284.62. As at September 30, 2016, $51,415.44 ($4,284.62 x 12) of the loan was classified current portion while the remainder was classified as long-term liabilities.

The seller of Carson Market is also carrying a 6.00% Note for the amount of $380,000 maturing in 2021. Monthly interest and principal payment is $7,346.46. For the reporting period September 30, 2016, $88,157.52 ($7,346.46x 12) of the loan was classified current portion while

the remainder was classified as long-term liabilities. HFM also obtain a deferred interest balloon 5.00% Note in the amount of $444,746 maturing in 2027. Both interest and principal are due at maturity in 2027. Fresh and Healthy Market LLC also obtain a deferred interest balloon 5.00% Note in the amount of $145,808 maturing in 2027. Both interest and principal are due at maturity in 2027. All loans were directly related to the acquisition of Carson market and Sunshine meat market.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents. Negative cash balances (bank overdrafts) are reclassified on the balance sheet to “Other current liabilities.” The Company has $18,124 and $3,613 in cash and cash equivalents As at September 30, 2016 and December 31, 2015 respectively.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could materially differ from those estimates. Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including: expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. This process may result in actual results differing materially from those estimated amounts used in the preparation of the financial statements.

Stock Based Compensation

ASC 718 "Compensation - Stock Compensation" which codified SFAS No. 123 prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. The Company determines if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction is recognized as a liability; otherwise, the transaction is recognized as equity.

Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 "Equity - Based Payments to Non-Employees" which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18”), "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services." Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. The company did not record any share-based compensation during the nine months ended September 30, 2016.

Sale and Repurchase of Common Stock

Sales of Common Stock for Cash: We account for common stock sales for cash under the par value method. Common Stock account is credited for the number of shares sold times the par value per share, and the Paid in Capital account is credited for the remainder.

Treasury Stock Repurchase: We account for repurchased common stock under the cost method and include such Treasury stock as a component of our Common shareholders’ equity. Retirement of Treasury stock is recorded as a reduction of Common stock and Additional paid-in capital at the time such retirement is approved by our Board of Directors.

Receivables from Sale of Stock: Receivables from the sale of capital stock constitute unpaid capital subscriptions and are reported as deductions from stockholders' equity, rather than as assets. However, a receivable from the sale of stock to officers or directors may be reflected as an asset if the receivable was paid in cash before the financial statements were issued and the payment date is disclosed in a note to the financial statements.

Expenses of Offering: Specific incremental costs directly attributable to an offering of securities are deferred and applied to the gross proceeds of the offering through additional paid-in capital. Management salaries and other general and administrative expenses are not included in costs of an offering. Deferred costs of an aborted offering, which would include a postponement of 90 days or greater, are expensed in the period incurred. The company has no treasury stock and no receivables from sales of stock during the nine months ended September 30, 2016.

Revenue Recognition

The Company recognizes revenue to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received net of discounts, rebates, and sales taxes or duty. The Company follows the guidance of ASC 605 for revenue recognition. The Company recognizes revenues when it is realized or realizable and earned less estimated future doubtful accounts. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

Comprehensive Income

The Company adopted SFAS No. 130, “Reporting Comprehensive Income,” which requires that an enterprise report, by major components and as a single total, the changes in equity. There was no comprehensive income items during the nine months ended September 30, 2016. The firm did not have any adjustments that would have made comprehensive income different from net income.

Selling, General and Administrative Expenses

Selling, general and administrative expenses include general operating expenses, costs incurred for activities which serve securing sales, administrative and advertising expenses.

Start-Up Costs

In accordance with ASC 720-15-20, “Start-up Activities”, the Company expenses all costs incurred in connection with the start-up and organization of the Company.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740-10, “Accounting for Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year; and, (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if, based on the weight of available positive and negative evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

ASC 740-10 prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken or expected to be taken on a tax return. Under ASC 740-10, a tax benefit from an uncertain tax position taken or expected to be taken may be recognized only if it is “more likely than not” that the position is sustainable upon examination, based on its technical merits. The tax benefit of a qualifying position under ASC 740-10 would equal the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all the relevant information. A liability (including interest and penalties, if applicable) is established to the extent a current benefit has been recognized on a tax return for matters that are considered contingent upon the outcome of an uncertain tax position. Related interest and penalties, if any, are included as components of income tax expense and income taxes payable.

As of January 1, 2016, the Company had analyzed its filing positions in each of the federal and state jurisdictions that required the filing of income tax returns, as well as all open tax years in these jurisdictions. The U.S. federal and California are identified as the “major” tax jurisdictions. Generally, the Company remains subject to Internal Revenue Service and California Franchise Board examination of our 2012 through 2015 Tax Returns. However, the Company has certain tax attribute carry forwards, which will remain subject to review and adjustment by the relevant tax authorities until the statute of limitations closes with respect to the year in which such attributes are utilized.

Management believed that the income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material change to the financial position. Therefore, no reserves for uncertain income tax position have been recorded pursuant to ASC 740. In addition, the Company not record a cumulative effect adjustment related to the adoption of ASC 740. Related interest and penalties, if any, are included as components of income tax expense and income taxes payable.

Property and Equipment

Property and equipment are stated at cost and consist solely of computer equipment. Depreciation is calculated using the straight-line method based on the estimated useful lives of the related assets and starts when the asset is available for use as intended by management. When significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate components of property, plant and equipment. Land is not depreciated. The useful lives of tangible fixed assets are as follows:

· Buildings 33 to 50 years

· Permanent installations 3 to 25 years

· Machinery and equipment 3 to 14 years

· Furniture, fixtures, equipment and vehicles 5 to 10 years

· Leasehold improvements Over the term of the lease

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized within “Other operating income” or “Other operating expenses” in the income statement. Residual values, useful lives and methods of depreciation are reviewed at each financial year-end and adjusted prospectively, if appropriate.

Earnings (Loss) per Share

The Company has adopted ASC Topic 260, "Earnings per Share," ("EPS") which requires presentation of basic EPS on the face of the annual and interim income statement and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying financial statements, basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. The Company’s dilutive loss per share is computed by taking basic EPS and adjusting for the assumed issuance of all potentially dilutive securities such as options, warrants, share-based payments, convertible debt and convertible preferred stock for each period since they were issued. This is calculated by dividing net loss available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. The Company has no options or warrants, currently issued and outstanding during the nine months ended September 30, 2016.

Concentrations of Credit Risk

The Company's financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. It is possible that at times, the company’s cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. In such situation, the Company's management would assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures would be addressed and mitigated.

Fair Value of Financial Instruments

The Company's financial instruments as defined by FASB ASC 825, “Financial Instruments” include cash, trade accounts receivable, and accounts payable and accrued expenses. All instruments are accounted for on a historical cost basis.

FASB ASC 820 “Fair Value Measurements and Disclosures” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

· Level 1. Observable inputs such as quoted prices in active markets;

· Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

· Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.

There are no Financial Instruments to measure at September 30, 2016

Investing & Lending

The company intends to invest through loans and equity in targeted community-anchored businesses, properties and other viable assets. These investments and loans are short-term and long-term in nature. The firm makes investments in debt securities and loans, public and private equity securities, and real estate. As at September 30, 2016, the Company owns and holds no such investments.

Research and Development

Research and development costs are expensed as incurred.

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as

pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved b. description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Related Party Transactions

Affiliate Receivables and Payables

American Renaissance Capital considers its Founders, managing directors, employees, significant shareholders and the Portfolio Companies to be affiliates. In addition, companies controlled by any of the above named is also classified as affiliates. As at September 30, 2016, the Company’s chief executive officer and significant stockholder advanced $52,968 to the Company for working capital. These advances are non-interest bearing and payable on demand. Details of Due from Affiliates and Due to Affiliates were comprised of the following:

	September 30,		December 31,
	2016		2015
Due from Affiliates


	$	0	$	0

Due to Affiliates
Due to Company President & CEO who have been lending operating capital to the company	$	9,829	$	7,413
Payments made on behalf of the company by Poverty Solutions, an organization related to our President & CEO		21,026		13,325
Line of Credit from company Chairman for operating capital		15,000		15,000
Payments made on behalf of the company by American Biopharma, a company controlled by our President & CEO		7,113		7,113

	$	52,968	$	42,851

In February 2013, the Financial Accounting Standards Board (“FASB”) issued a new accounting standard was issued that amended existing guidance to improve the reporting of reclassifications out of accumulated other comprehensive income. The new standard requires the disclosure of significant amounts reclassified from each component of accumulated other comprehensive income and the income statement line items affected by the reclassification. The standard is effective prospectively for interim and annual periods beginning after December 15, 2012. The Company adopted this guidance as of January 1, 2013 and its adoption did not have an effect on its financial statements.

In July 2013, the FASB issued changes to the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. These changes require an entity to present an unrecognized tax benefit as a liability in the consolidated financial statements if a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position, or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset to settle any additional income taxes that would result from

Recent Accounting Pronouncements (Adopted)

the disallowance of a tax position. Otherwise, an unrecognized tax benefit is required to be presented in the consolidated financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. These changes became effective for the Company on January 1, 2014. The Company is currently assessing the impacts, if any, of this new guidance on its financial condition, results of operations or cash flows.

Effective August 2012, the Company adopted ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU

2011-04). ASU 2011-04 represents the converged guidance of the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) on fair value measurement. A variety of measures are included in the update intended to either clarify existing fair value measurement requirements, change particular principles requirements for measuring fair value or for disclosing information about fair value measurements. For many of the requirements, the FASB does not intend to change the application of existing requirements under Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements. ASU 2011-04 was effective for interim and annual periods beginning after December 15, 2011. The adoption of this update did not have a material impact on the financial statements.

Recent Accounting Pronouncements (Not Adopted)

In December 2011, the FASB issued ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). The amendments in ASU 2011-11 require the disclosure of information on offsetting and related arrangements for financial and derivative instruments to enable users of its financial statements to understand the effect of those arrangements on its financial position. Amendments under ASU 2011-11 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after January 1, 2013. The Company is evaluating the effect, if any adoption of ASU 2011-11 will have on its financial statements.

In April 2010, the FASB codified the consensus reached in Emerging Issues Task Force Issue No. 08-09, “Milestone Method of Revenue Recognition.” FASB ASU No. 2010-17 provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research and development transactions. FASB ASU No. 2010-17 is effective for fiscal years beginning on or after June 15, 2010, and is effective on a prospective basis for milestones achieved after the adoption date. The adoption of this guidance did not have a material impact on our financial statements.

Recent Accounting Pronouncements (Not Adopted)

In February 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-09, Amendments to Certain Recognition and Disclosure Requirements (“ASU 2010-09”), which is included in the FASB Accounting Standards Codification (the “ASC”) Topic 855 Subsequent Events. ASU 2010-09 clarifies that an SEC filer is required to evaluate subsequent events through the date that the financial statements are issued. ASU 2010-09 is effective upon the issuance of the final update and did not have a significant impact on the Company’s financial statements.

In September 2009, the FASB issued ASC Update No. 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent) ( "ASC Update No. 2009-12" ). This update sets forth guidance on using the net asset value per share provided by an investee to estimate the fair value of an alternative investment. Specifically, the update permits a reporting entity to measure the fair value of this type of investment on the basis of the net asset value per share of the investment (or its equivalent) if all or substantially all of the underlying investments used in the calculation of the net asset value is consistent with ASC 820. The update also requires additional disclosures by each major category of investment, including, but not limited to, fair value of underlying investments in the major category, significant investment strategies, redemption restrictions, and unfunded commitments related to investments in the major category.

In August 2009, the FASB issued Accounting Standards Update No. 2009-05, “Measuring Liabilities at Fair Value,” (“ASU 2009-05”). ASU 2009-05 provides guidance on measuring the fair value of liabilities and is effective for the first interim or annual reporting period beginning after its issuance. The Company’s adoption of ASU 2009-05 did not have an effect on its disclosure of the fair value of its liabilities.

In June 2009, the FASB issued guidance now codified as ASC 105, Generally Accepted Accounting Principles as the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP, aside from those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. The adoption of ASC 105 did not have a material impact on the Company’s financial statements, but did eliminate all references to pre-codification standards.

In June 2009, FASB issued Statement of Financial Accounting Standards No. 167, Amendments to FASB Interpretation No. 46(R) ("Statement No. 167"). Statement No. 167 amends FASB

Recent Accounting Pronouncements (Not Adopted)

Interpretation No. 46R, Consolidation of Variable Interest Entities an interpretation of ARB No. 51 ("FIN 46R") to require an analysis to determine whether a company has a controlling financial interest in a variable interest entity. This analysis identifies the primary beneficiary of a variable interest entity as the enterprise that has a) the power to direct the activities of a variable interest entity that most significantly impact the entity's economic performance and b) the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. The statement requires an ongoing assessment of whether a company is the primary beneficiary of a variable interest entity when the holders of the entity, as a group, lose power, through voting or similar rights, to direct the actions that most significantly affect the entity's economic performance. This statement also enhances disclosures about a company's involvement in variable interest entities. Statement No. 167 is effective as of the beginning of the first annual reporting period that begins after November 15, 2009. Although Statement No. 167 has not been incorporated into the Codification, in accordance with ASC 105, the standard shall remain authoritative until it is integrated. We do not expect the adoption of Statement No. 167 to have a material impact on our financial position or results of operations.

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, Accounting for Transfers of Financial Assets an amendment of FASB Statement No. 140 ("Statement No. 166"). Statement No. 166 revises FASB Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Extinguishment of Liabilities a replacement of FASB Statement 125 ("Statement No. 140") and requires additional disclosures about transfers of financial assets, including securitization transactions, and any continuing exposure to the risks related to transferred financial assets. It also eliminates the concept of a "qualifying special-purpose entity", changes the requirements for derecognizing financial assets, and enhances disclosure requirements. Statement No. 166 is effective prospectively, for annual periods beginning after November 15, 2009, and interim and annual periods thereafter. Although Statement No. 166 has not been incorporated into the Codification, in accordance with ASC 105, the standard shall remain authoritative until it is integrated. We do not expect the adoption of Statement No. 166 will have a material impact on our financial position or results of operations.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 - INCOME TAXES

As of September 30, 2016, the Company had a net operating loss carry forward of $94,436 that may be available to reduce future years’ taxable income through 2036.

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences for the periods presented are as follows:

	September 30, 2016	December 31, 2015
Deferred tax assets:	-	-
Net Operating tax carry-forwards	$ 94,436	$ 73,633
Gross deferred tax asset	94,436	73,633
Valuation allowance	(94,436)	(73,633)
Net deferred tax assets	-	-

Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry-forwards are expected to be available to reduce taxable income. Due to the change in ownership provisions of the Income Tax laws of the United States, net operating loss carry forwards of approximately $94,436 for federal income tax reporting purposes may be subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years. As the realization of required future taxable income is uncertain, the Company recorded a valuation allowance.

NOTE 4–NET OPERATING LOSSES

As of September 30, 2016, the Company has a net operating loss carry-forward of approximately $94,436, which will expire 20 years from the date the loss was incurred.

NOTE 5 - STOCKHOLDERS’ EQUITY

The Company was formed as a limited liability company and resolved in April 2014 to convert to a California corporation with one class of common stock, no par value and is authorized to issue 1,000,000,000 common shares and no preferred shares. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they chose to do so, elect all of the directors of the Company.

As of September 30, 2016, there were 85,376,000 shares of common stock issued and outstanding held by 45 stockholders of record. The company had no transactions in its common stock during the nine months ended September 30, 2016.

NOTE 6 - RELATED PARTY TRANSACTIONS

The managing member, CEO and director of the Company is involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, he may face a conflict in selecting between the Company and his other business interests. The Company is formulating a policy for the resolution of such conflicts.

Since inception, the company’s principal shareholder has advanced the Company most of the money it uses to fund working capital expenses. This advance is unsecured and does not carry an interest rate or repayment terms. As of September 30, 2016 and December 31, 2015, the Company has $52,968 and $42,851 in long-term loans obligation from related parties.

The Company does not own any property. It currently shares a leased office with two other organizations that are affiliated to its principal shareholder at 3699 Wilshire Blvd., Suite 610, Los Angeles, California 90010. Its principal shareholder and seasonal staff use this location. The approximate cost of the shared office space varies between $322 and $400 per month. The Company recorded rent expense of $ 2,292 during the nine months ended September 30, 2016.

NOTE 7 – GOING CONCERN

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Apart from the two supermarkets, the Company has not yet established a significant source of revenues to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

Management intends to focus on raising additional funds for more acquisitions to enable the Company to become viable. We cannot provide any assurance or guarantee that we will be able to generate significant revenues. Potential investors must be aware if the Company were unable to raise additional funds through the sale of our common stock and generate significant revenues, any investment made into the Company would be lost in its entirety.

The Company has net losses for the period from February 15, 2012 (inception) to September 30, 2016, of $94,436. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 8 – FAIR VALUE

The Company adopted Financial Accounting Standards ("SFAS") ASC 820 Measurements and Disclosures, for assets and measured at fair value on a recurring basis. The ASC 820 had no effect on the Company's financial. ASC 820 accomplishes the following key objectives:

· Defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date;

· Establishes a three-level hierarchy (the “Valuation Hierarchy") for fair value measurements;

· Requires consideration of the Company's creditworthiness when valuing liabilities; and

· Expands disclosures about instruments measured at fair value.

The Valuation Hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument's categorization within the Valuation Hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of the Valuation Hierarchy and the distribution of the Company's financial assets within it are as follows:

Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - inputs to the valuation methodology included quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Certain financial instruments are carried at cost on the balance sheet, which approximates fair value due to their short-term, highly liquid nature. These instruments include cash and cash equivalents, accounts receivable, accrued expenses and other liabilities and deferred revenue. There are complex assets or liabilities to measure at September 30, 2016

NOTE 9 – COMMITMENTS AND CONTINGENCIES

Carson Market

Sunshine Meat Market

To facilitate the acquisitions of Sunshine Meat Market, Fresh and Healthy Market LLC obtain a deferred interest balloon 5.00% Note in the amount of $145,808 maturing in 2027. Both interest and principal are due at maturity in 2027. In addition, Fresh and Healthy Market LLC also assumed a 5 year lease for the space at which Sunshine Meat market is being operated. Monthly rent is $3,750 for the lease.

The Company has no other real property and do not presently owned any interests in other real estate. 20% of the total office space was allocated for its office use and the rent was shared with two other related organizations controlled by the director. At present, there is no written lease with the landlord and the rent is on a month-to-month basis. The Company’s executive, administrative and operating offices are located at 3699 Wilshire Blvd., Suite 610, Los Angeles, CA 90010. Management believed that the current facilities are adequate and that any additional suitable space will be available as maybe required. The anticipated rental obligation for office space through 2016 is $4,584.

From time to time, the Company may be involved in certain legal actions and claims arising in the normal course of business. Management is of the opinion that such matters will be resolved without material effect on the Company’s financial condition or results of operations.

NOTE 10 – SUBSEQUENT EVENTS

In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events occurring after September 30, 2016 through January 27, 2017.

Management has reviewed subsequent events through 1/27/2017 at which Financial Statements were issued, and determined there were no other items to disclose.

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements. The Securities and Exchange Commission (the “Commission”) encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This report and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results.

We caution that the factors described herein and other factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We are an emerging growth company as defined in Section 2(a)(19) of the Securities Act. Pursuant to Section 107 of the Jumpstart Our Business Startups Act, we may take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards, meaning that we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have chosen to take advantage of the extended transition period for complying with new or revised accounting standards applicable to public companies to delay adoption of such standards until such standards are made applicable to private companies. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of 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, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources.

You should read the following description of our financial condition and results of operations in conjunction with the financial statements and accompanying notes included in this annual report beginning on page F-1.

This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like “believe,” “expect,” “estimate,” “anticipate,” “intend,” “project” and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

CORPORATE HISTORY

American Renaissance Capital, a development stage company, was formed to own and hold properties, assets and investments by (1) acquiring, rehabilitating and reutilizing dilapidated or abandoned properties; (2) acquiring and restructuring troubled businesses; (3) socially conscious venture capital activities; (4) opportunistic private equity activities; (5) job-creating and community-empowering investments; and (6) general business-process-improvement through partnerships, mergers and acquisitions, (re)capitalizations and investments.

The Company was formed under the laws of the state of California as a for-profit company on February 15, 2012, under the name Afriwealth, LLC and established a fiscal year end of December 31. On March 1, 2012, our incorporator adopted our bylaws and appointed our President and CEO. In April 2014, the company decided by the vote of its management and majority shareholder to convert to a C corporation with authorization to issue 1,000,000,000 shares of common stocks. In June of 2014, the company changed its business name to AMERICAN RENAISSANCE CAPITAL, INC.

Our principal executive office is located at 3699 Wilshire Blvd., Suite 610, Los Angeles, California 90010. Our main telephone number is (310) 895-1839.

Operations

American Renaissance Capital, a development stage company, was formed to own and hold properties, assets and investments. American Renaissance Capital operates a vertically integrated private equity firm with operational capacity to turnaround distressed businesses. American Renaissance Capital, founded in 2012, was built upon a cost-conscious financial model designed to control/reduce cost, streamline operations, manage and improve the fortunes of distressed companies on lean budget. The company intends to concentrates on direct investments in distressed businesses, managing secured and unsecured loan assets with equity investments target companies, and controlling interests in most of the investees. Our operations will be conducted on four platforms comprising Private Equity, Real Estate, Investments, and Mezzanine Finance.

We identify and acquire businesses which fit our investment/acquisition criteria, then restructure the businesses or improve their operations and sell them for profit or hold them for cash flow. We started executing the critical parts of our business plan since September 19, 2014. To date, we have identified, evaluated and tried (without success) to acquire (1) Mars Auto & Parts, an aftermarket auto parts dismantling and recycling business located in Sun Valley, California; (2) Eastern Buffet, a Chinese buffet-style restaurant located in Paramount, California; (3) Pico Ranch Market, a West Los Angeles produce market; (4) La Mexicana Supermarket, a produce market located in Long Beach, California; (5) Carniceria Market, a healthy-food supermarket for $89,000 plus inventory of $30,000; (6) Gold Strike Market for $695,000 plus inventory of $90,000; and (7) La Bodega Ranch Market, a meat and produce market located at 6888 Long Beach Blvd., Long Beach, CA 90805, for $400,000 with $85,000 in inventory. On the healthy-food businesses including Gold Strike Market, Carniceria Market, and La Bodega Ranch Market, we were unable to close the acquisitions due to our inability to meet the banks’ strict financing requirements. We currently have made offers on several other businesses that fit our investment/acquisition criteria, but so far, we have not been able to close on any of these opportunities.

On September 16, 2014, we acquired Manquest Marketing Inc. (Manquest Marketing), a Nevada based company for $4,300. We believe that the acquisition could help us in our business development initiative. On September 22, 2014, we paid CCB, a California business development firm the sum of $3,250 to assist us to build-out Manquest Marketing as a full-service business consultancy. On March 13, 2015, we acquired Onlinestudentresumes.com and Collegeresume.net, both of which are web-based professional development businesses, for $1,300. As at the time of this filing, none of these acquisitions has generated any revenue for the company. While we are still working on turning each of these businesses into a revenue center, there is no guarantee that any of them would generate any revenue in the near future.

Going forward, we plan to continue to execute our business plan. We intend to acquire and operate small-to-middle market businesses, properties and assets in select industries and communities or “emerging domestic markets” for direct acquisitions or investments in equity or debt. We will seek to acquire controlling interests in businesses that we believe operate in industries with long-term macroeconomic growth opportunities, and that have positive and stable earnings and cash flows, face minimal threats of technological or competitive obsolescence and have strong management teams largely in place. We believe that private company operators and corporate parents looking to sell their businesses will consider us an attractive purchaser of their businesses. We will also seek to acquire under-managed or under-performing businesses that we believe can be improved under the guidance of our management team and the management teams of the businesses that we will acquire in the future. We expect to improve our businesses over the long term through organic growth opportunities, add-on acquisitions and operational improvements.

We plan to utilize our community-centered and cost-management business process model to grow our capital base and achieve a long-term growth. We intend to operate a multi-stage investment approach with emphasis on running acquired businesses more efficiently, giving employees more conducive and friendly workplace and adding value to shareholders by identifying and reducing excesses and also identifying and executing growth strategies in companies we control. The company intends buy entire or controlling stake in companies with undervalued businesses, restructure the businesses, and sell the same for profit or hold it for cash flow.

Presently, we have in our pipeline of targeted businesses additional healthy-food retail businesses that fit our investment/acquisition criteria. We are still in negotiation with the sellers about the selling price of each of the businesses. The Company hopes to close one or more of these acquisitions before December 31, 2017.

We have also conducted limited due diligence on the three aftermarket auto parts retail, including a review of each of the businesses’ financial statements and bank records. There can be no assurance that we will be able to raise the capital necessary to acquire, own or hold these investments or businesses.

· we have no guaranteed sources or commitments to finance such acquisitions;

· there is no guarantee that we will be able to obtain sufficient financing to acquire these businesses;

· we have not entered into any agreements to acquire these three businesses;

· even if we are able to raise capital through this offering, we may not be able to acquire the three businesses if the sellers change their mind about selling to us since we have no contract with the seller requiring them to sell the businesses to us; and

· there is no guarantee that the sellers would still be willing to sell to us.

Because we have not entered into any agreements or contracts to acquire these three aftermarket auto parts retail businesses and in light of the fact that we currently has no guaranteed sources of financing and no commitments for financing that would enable us to acquire the three businesses, there is no assurance that we would be able to acquire the businesses or that the sellers would wait for us to raise the necessary capital for the acquisition. While we are trying to raise capital, the sellers may decide to sell the three businesses to other buyers or change their mind about selling the businesses.

Although we believe that we could close on one or more of the additional businesses we are trying to acquire, there can be no assurance that we will be able to raise the capital necessary to acquire, own or hold these investments or businesses; and (a) we intend to rely on the fund-raising ability of our officers to raise the capital to finance the acquisitions of these three retail businesses; (b) we have no additional sources or commitments to finance such acquisitions; (c) there is no guarantee that we will be able to obtain sufficient financing to acquire these businesses; (d) while we have made multiple offers and counter-offers, we have not entered into any agreements to acquire these three businesses; (e) even if we are able to raise capital through this offering, we may not be able to acquire the three auto parts businesses if the sellers change their mind about selling to us since we have no contract with the seller requiring them to sell the businesses to us; and (f) there is no guarantee that the sellers would still be willing to sell to us. Because we have not entered into any agreements or contracts to acquire these three businesses and in light of the fact that we currently has no sources of financing and no commitments for financing that would enable us to acquire the three auto parts businesses, there is no assurance that we would be able to acquire the businesses or that the sellers would wait for us to raise the necessary capital for the acquisition. While we are trying to raise capital, the sellers may decide to sell the three businesses to other buyers or change their mind about selling the businesses.

Once we are adequately capitalized (e.g., raised up to $2 million), our operations will be conducted on six platforms comprising of Private Equity, Real Estate, Investments, Mezzanine Finance, Hedge Fund, and Advisory Services.

Private Equity. We intend to pursue private equity transactions across the United States including leveraged buyout acquisitions of companies and assets, funding of viable start-up businesses in established industries, transactions involving turnarounds, minority investments, and partnerships and joint-ventures in viable industries.

Real Estate. We intend to make investments in lodging, urban office buildings, residential properties, distribution and warehousing centers and a variety of real estate assets and operating businesses. Our planned real estate operation will have a macro approach, diversified across a variety of sectors and geographic locations.

Investments. We intend to keep about 10% of our total assets in liquid investments portfolio. This portfolio will be actively managed by our directors and officers and will invest primarily in equity investments on a long and short basis. Our Investments platform is intended to provide us greater levels of liquidity and current income.

Mezzanine Finance. The planned Mezzanine finance operation intends to fund, or invest in operating companies that fund, the mezzanine debt of middle-market companies arranged through privately negotiated transactions. These investments would be generally structured to earn current income through interest payments and may also include return enhancements such as warrants or other equity-linked securities.

Hedge Fund. We intend to seed proprietary trading entities and person to capitalize on real-time market anomalies and generate ongoing income in the forms similar to hedge funds operations. Where necessary, we would create bona-fide hedge funds to operate on behalf of the company. These entities and persons so seeded would pursue real-market transactions across the United States including leveraged buyout acquisitions of companies and assets, funding of viable start-up businesses in established industries, transactions involving turnarounds, minority investments, and partnerships and joint-ventures in viable industries.

Financial Advisory. Our financial advisory segment comprises our mergers and acquisitions advisory services, restructuring and reorganization advisory services and fund placement services for alternative investment funds.

Our plan to continue as a going concern is to reach the point where we begin generating sufficient revenue from our acquired businesses to meet our obligations on a timely basis. In the early stages of our operations, we will keep costs to a minimum, and we intend to continue to acquire additional businesses as soon as we have raised up to $200,000; however there can be no assurance that we will be successful in raising up to $200,000 anytime soon.

In general, American Renaissance Capital will focuses on the acquisition of undervalued companies where time, capital and sound strategy can rescue a business and restore value, preserving jobs in America and around the world while simultaneously providing demonstrated returns to investors. American Renaissance Capital believes that making money and making the world a better place are not mutually exclusive concepts. The firm offers a unique approach that combines innovative financial models, restructuring techniques and the operational expertise necessary to rebuild businesses facing complex problematic circumstances.

Challenging conditions often mean the need to improve operations from the ground up; the situations require equal concentration and adeptness between financial engineering and operational execution. American Renaissance Capital is focused on running businesses more efficiently, giving employees conducive and friendly workplace and adding value to shareholders by reducing operational excesses by eliminating inefficient use of resource; and identifying and executing growth strategies in companies it controls. Thus, the company rescues, restructures and breathes new life into companies left for dead and piled upon the heap of creative destruction – a business practice for which few others possess the courage and dedication required to succeed. The company buys entire or controlling stake in companies with undervalued businesses/assets, transform the businesses and sell the same for profit or hold it for long term.

While we are waiting to raise adequate capital to finance our business plan, we intend to continue operating a consulting and advisory services business with plans to acquire small to medium size businesses in a variety of industries. Through our structure, we plan to offer investors an opportunity to participate in the ownership and growth of a portfolio of businesses that traditionally have been owned and managed by private equity firms, private individuals or families, financial institutions or large conglomerates. We believe that our management and acquisition strategies will allow us to achieve our goals of creating sustainable earnings growth for our shareholders and increasing shareholder value over time through investments in assets, projects and businesses build healthy communities where every-day Americans live and work.

We are a development stage company with limited sales and commission fee revenue and operations, minimal assets and a net loss since inception. To date, we have earned only a small amount of revenue and have not generated significant cash flow from operations. Our independent registered public accounting firm has expressed substantial doubt that we can continue as an ongoing business operation.

Strategy

Strategically, the company intends to be a pragmatic acquirer/investor that acquires companies with high growth/profitability prospects and strong cash flow characteristics but lacked the necessary expertise and skill-sets to position the company for growth and profitability. American Renaissance Capital focuses on sectors and businesses in which it can implement changes and execute agendas effectively within a given time period. Major targets include Wholesale, distribution, retail, medical, automotive, energy, power, healthcare, industrial, infrastructure, real estate, telecommunications, emerging technology, and media businesses.

Our process involves the identification, performance of due diligence, negotiation and consummation of acquisitions. After acquiring a company we will attempt to grow the company both organically and through add-on or bolt-on acquisitions. Add-on or bolt-on acquisitions are acquisitions by a company of other companies in the same industry. Following the acquisition of companies, we will seek to grow the earnings and cash flow of acquired companies and, in turn, grow distributions to our shareholders and to increase shareholder value. We believe we can increase the cash flows of our businesses by applying our intellectual capital to continually improve and grow our future businesses.

We will seek to acquire and manage small to middle market businesses, which we generally characterize as those that generate annual cash flow of up to $10 million. We believe that the merger and acquisition market for small to middle market businesses is highly fragmented and provides opportunities to purchase businesses at attractive prices. We also believe that significant opportunities exist to improve the performance and augment the management teams of these businesses upon their acquisition. We will rely on the expertise of our management team to identify opportunities and acquire entire or controlling interest in companies with high growth/profitability prospects and strong cash flow characteristics but lacked the necessary financial and operational expertise and skill-sets to realize their full potentials. The targets will be dynamic businesses in their respective industries with very good EBDITA and strong operation, but just needed the right financial tune-up and composite restructuring to run better operatively and at optimal profitability. The company intends to apply its optimized cost management/control program to acquired/controlled companies, to realize leaner and more efficient operation and better profitability.

Our Management Strategy

Our edge is the ability to leverage the expertise of our key managers in cost control, process improvement, and synergetic collaboration across businesses and industries to create value, improve margins, and optimize overall performance of acquired companies. American Renaissance Capital adopts a conservative approach to acquisitions and investment; it normally considers companies that sell close to or below their industry average multiples for investment or acquisition. American Renaissance Capital also seeks and acquires assets and businesses that help it achieve vertical integration in its industry.

We will build a team talented in synchronizing optimized business processes across industries and disciplines from target identification, due diligence, through portfolio company restructuring, resulting in better resources allocation and cash-flow, higher profitability, and superior returns to shareholders and investors. In general, our officers will oversee and support the management team of our acquired businesses by, among other things:

recruiting and retaining talented managers to operate our future businesses by using structured incentive compensation programs, including minority equity ownership, tailored to each business;
regularly monitoring financial and operational performance, instilling consistent financial discipline, and supporting management in the development and implementation of information systems to effectively achieve these goals;
assisting management of our businesses in their analysis and pursuit of prudent organic growth strategies;
identifying and working with management to execute on attractive external growth and acquisition opportunities;
identifying and executing operational improvements and integration opportunities that will lead to lower operating costs and operational optimization;
providing the management teams of our future businesses the opportunity to leverage our experience and expertise to develop and implement business and operational strategies; and
forming strong subsidiary level boards of directors to supplement management in their development and implementation of strategic goals and objectives.

We believe that our long-term perspective provides us with certain additional advantages, including the ability to:

recruit and develop talented management teams for our future businesses that are familiar with the industries in which our future businesses operate and will generally seek to manage and operate our future businesses with a long-term focus, rather than a short-term investment objective;
focus on developing and implementing business and operational strategies to build and sustain shareholder value over the long term;
create sector-specific businesses enabling us to take advantage of vertical and horizontal acquisition opportunities within a given sector;
achieve exposure in certain industries in order to create opportunities for future acquisitions; and
develop and maintain long-term collaborative relationships with customers and suppliers.

We intend to continually increase our intellectual capital as we operate our businesses and acquire new businesses and as our management team identify and recruit qualified employees for our businesses.

Acquisition Strategy

We use conservative approach to acquisitions and investment. We consider companies that sell at close or below their book values. Our acquisition strategies involve the acquisition of businesses in various industries that we expect will produce positive and stable earnings and cash flow, as well as achieve attractive returns on our investment. In so doing, we expect to benefit from our management team’s ability to identify diverse acquisition opportunities in a variety of industries, perform diligence on and value such target businesses, and negotiate the ultimate acquisition of those businesses. We believe our Chief Executive Officer has relevant experience in managing small to middle market businesses. We also believe that based on his experience and qualifications, our Chief Executive Officer will be able both to access a wide network of sources of potential acquisition opportunities and to successfully navigate a variety of complex situations surrounding acquisitions, including corporate spin-offs, transitions of family-owned businesses, management buy-outs and reorganizations. In addition, we intend to pursue acquisitions of under-managed or under-performing businesses that, we believe, can be improved pursuant to our management strategy.

We believe that the merger and acquisition market for small to middle market businesses is highly fragmented and provides opportunities to purchase businesses at attractive prices relative to larger market transactions. We intend to generate sustainable returns to our investors on investments while at the same time helping to rebuild communities across the United States. To achieve this goal we intend to implement a platform similar to a vertically integrated distressed private equity company with in-house operational turnaround expertise capable of managing and transforming the fortunes of distressed companies we intend to acquire.

In addition to acquiring businesses, we expect to also sell businesses that we own from time to time when attractive opportunities arise. Our decision to sell a business will be based on our belief that the return on the investment to our shareholders that would be realized by means of such a sale is more favorable than the returns that may be realized through continued ownership. Our acquisition and disposition of businesses will be consistent with the guidelines to be established by our company’s board of directors from time to time.

Provided we can raise additional funds, in the future, we intend to expand the geographic footprint of our business to include states outside California.

Competition

Our business is highly competitive. We are in direct competition with other private equity firms and private investors. We believe that we distinguish ourselves in the ways our model envisaged transformation of businesses.

Government Regulation

Our activities currently are subject to no particular regulation by governmental agencies other than those routinely imposed on corporate businesses. However, we may be subject to the rules governing acquisition and disposition of businesses, real estates and personal properties in each of the state where we have our operations. We may also be subject to various state laws designed to protect buyers and sellers of businesses. We cannot predict the impact of future regulations on either us or our business model.

Intellectual Property

We currently have no patents, trademarks or other registered intellectual property. We do not consider the grant of patents, trademarks or other registered intellectual property essential to the success of our business.

	3

Employees

Until June 15, 2016 when we acquired HFB, Frank Ikechukwu Igwealor, our President, Chief Executive Officer and Chief Financial Officer, was our only full-time employee. In addition to Mr. Igwealor, we have three part-time employees in addition to our Chairman and Managing Director. Most of our part-time staff, officers, and directors will devote their time as needed to our business and are expect to devote at least 15 hours per week to our business operations. With the acquisition of HFB, our headcount has increased to ten employees. In addition to these employees, we intend to use independent contractors and consultants to assist in many aspects of our business on an as needed basis pending financial resources being available. We may also use independent contractors and consultants once we receive sufficient funding to hire additional employees. Even then, we will principally rely on independent contractors for substantially all of our technical and marketing needs.

The Company has no written employment contract or agreement with any person. Currently, we are not actively seeking additional employees or engaging any consultants through a formal written agreement or contract. Services are provided on an as-needed basis to date. This may change in the event that we are able to secure financing through equity or loans to the Company. As our company grows, we expect to hire more full-time employees.

Results of Operations for the three and nine months ended September 30, 2016.

Revenues

Revenue during the nine months ended September 30, 2016 and 2015 was $364,520 and $0 respectively. Revenue during the period from February 15, 2012, or inception, through September 30, 2016 was $364,520. Going forward, we expect our healthy-food supermarkets to generate similar revenue on monthly basis. Our ability to generate additional significant revenues in the future will depend almost entirely on our ability to successfully acquire additional healthy-food businesses or other similar businesses.

Cost of Revenues

Cost of merchandise sales during the nine months ended September 30, 2016 and 2015 was $248,582 and $0 respectively.. Cost of merchandise sales during the period from February 15, 2012 (inception) through September 30, 2016 was $248,582.

Research and Development Expense

We did not recognize any research and development expense during the nine months ended September 30, 2016 and 2015. We have not recognized any research and development expense during the period from February 15, 2012 (inception) through September 30, 2016.

General and Administrative Expense

General and administrative expenses were $136,741 and $12,195 for the nine months ended September 30, 2016 and 2015 respectively. General and administrative expense consists of professional fees, rent and costs related to corporate governances, plans and preparations for a future potential capital raise. These expenses also include the costs of conducting market research, attending and/or participating in industry conferences and seminars, business development activities, corporate credit building expenses, and other general business outside consulting activities. General and administrative expense also includes travel costs, for third-party consultants, legal and accounting fees and other professional and administrative costs.

We expect that general and administrative expense will increase in the future as we add to our personnel and expand our infrastructure to support the requirements of being a public company.

Operating Expenses

Operating expenses were $136,741 and $12,195 for the nine months ended September 30, 2016 and 2015 respectively.

Net Loss

Net loss was $20,803 and $12,195 for the nine months ended September 30, 2016 and 2015 respectively.

Limited Operating History

We are considered a development stage company in accordance with the guidance contained in the Codification Topic No. 915, “Development Stage Entities.” We are still devoting substantially all of our efforts toward establishing our business, and our planned principal operations have commenced in a limited capacity. All losses accumulated since inception have been considered as part of our development stage activities.

We have commenced limited operations and will require additional capital to recruit personnel to operate our business and to implement our business plan.

Matters that May or Are Currently Affecting Our Business

The main challenges and trends that could affect or are affecting our financial results is availability of capital.

Availability of additional capital - Our growth will depend on the availability of additional capital. We have limited revenue and accumulated losses and we may be dependent on non-banking or traditional sources of capital, which tend to be more expensive. Any tightening in the credit market will further tighten cash reserves, acquisition capital and investment capacity.

Liquidity and Capital Resources

As of September 30, 2016, we had $18,124 cash on hand. We anticipate that our cash position is not sufficient to fund current operations. We have no significant lending relationships with commercial banks and are dependent upon the completion of one or more financings or equity raises to fund our continuing operations. We anticipate that we will seek additional capital through debt or equity financings. While we are aggressively pursuing financing, there can be no assurance that we will be successful in our capital raising efforts. Any additional equity financing may result in substantial dilution to our stockholders.

Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business for the foreseeable future. Since inception, we have generated minimal commission fee revenue and accumulated operating losses. In addition, we do not have sufficient working capital to meet current operating needs for the next 12 months, as described above. All of these factors raise substantial doubt about our ability to continue as a going concern.

Since our inception through September 30, 2016 all of our operations have been financed through advances from our president and CEO and our Chairman. As of September 30, 2016, our officers and directors and companies controlled by our officers have loaned $52,968 to us, with no formal commitments or arrangements to advance or loan any additional funds to us in the future. We have not yet achieved profitability. These conditions raise substantial doubt about our ability to continue as a going concern. We expect that our general and administrative expenses will continue to increase and, as a result, we will need to generate significant revenues to achieve profitability. We may never achieve profitability.

Seasonality

Although our operating history is limited, we do not consider our business to be seasonal.

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity or capital expenditures or capital resources that is material to an investor in our securities.

Cash Requirements

We believe that our $18,124 cash on hand at September 30, 2016, will meet part of our present cash needs. However, we will require additional cash resources, by selling equity or seeking loans, to meet our expected capital expenditure and working capital needs. We estimate that we will require approximately $300,000, or approximately $25,000 per month, in capital to continue as a going concern over the next 12 months.

The sale of additional equity securities could result in dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand or continue our business operations and could harm our overall business prospects.

These conditions indicate a material uncertainty that casts significant doubt about our ability to continue as a going concern. We require additional debt or equity financing to have the necessary funding to continue operations and meet our obligations. We have continued to adopt the going concern basis of accounting in preparing our financial statements.

Impact of Recently Issued Accounting Standards

In January 2013, the FASB issued ASU No. 2013-01, "Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities." This ASU clarifies that the scope of ASU No. 2011-11, "Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities." applies only to derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with specific criteria contained in FASB Accounting Standards Codification or subject to a master netting arrangement or similar agreement. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013.

In February 2013, the FASB issued ASU No. 2013-02, "Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." The ASU adds new disclosure requirements for items reclassified out of accumulated other comprehensive income by component and their corresponding effect on net income. The ASU is effective for public entities for fiscal years beginning after December 15, 2013.

In February 2013, the Financial Accounting Standards Board, or FASB, issued ASU No. 2013-04, "Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for which the Total Amount of the Obligation Is Fixed at the Reporting Date." This ASU addresses the recognition, measurement, and disclosure of certain obligations resulting from joint and several arrangements including debt arrangements, other contractual obligations, and settled litigation and judicial rulings. The ASU is effective for public entities for fiscal years, and interim periods within those years, beginning after December 15, 2013.

In March 2013, the FASB issued ASU No. 2013-05, "Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity." This ASU addresses the accounting for the cumulative translation adjustment when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The guidance outlines the events when cumulative translation adjustments should be released into net income and is intended by FASB to eliminate some disparity in current accounting practice. This ASU is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013.

In March 2013, the FASB issued ASU 2013-07, “Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting.” The amendments require an entity to prepare its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is imminent when the likelihood is remote that the entity will return from liquidation and either (a) a plan for liquidation is approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution of the plan will be blocked by other parties or (b) a plan for liquidation is being imposed by other forces (for example, involuntary bankruptcy). If a plan for liquidation was specified in the entity’s governing documents from the entity’s inception (for example, limited-life entities), the entity should apply the liquidation basis of accounting only if the approved plan for liquidation differs from the plan for liquidation that was specified at the entity’s inception. The amendments require financial statements prepared using the liquidation basis of accounting to present relevant information about an entity’s expected resources in liquidation by measuring and presenting assets at the amount of the expected cash proceeds from liquidation. The entity should include in its presentation of assets any items it had not previously recognized under U.S. GAAP but that it expects to either sell in liquidation or use in settling liabilities (for example, trademarks). The amendments are effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. Entities should apply the requirements prospectively from the day that liquidation becomes imminent. Early adoption is permitted.

We do not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on our consolidated financial statements.

Emerging Growth Company

We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.

- 24 -

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As required by Exchange Act Rule 13a-15(b), we have carried out an evaluation, under the supervision and with the participation of our management, including our principal executive and principal financial officer, of the effectiveness of the design and operation of our management, and the design and operation of our disclosure controls and procedures as of September 30, 2016.

Based upon an evaluation of the effectiveness of disclosure controls and procedures, our principal executive officer and our principal financial officer concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) were effective in order to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

This annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the company’s registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Changes in Internal Control Over Financial Reporting

There were no material changes in our internal control over financial reporting (as defined in Rule 13a- 15(f) under the Exchange Act) that occurred as of September 30, 2016, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

As of September 30, 2016, there was no material proceeding to which any of our directors, officers, affiliates or stockholders is a party adverse to us. During the past ten years, no present director, executive officer or person nominated to become a director or an executive officer of us:

(1) had a petition under the federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within ten years before the time of such filing;

(2) was convicted in a criminal proceeding or subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) was subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any of the following activities:

i. acting as a futures commission merchant, introducing broker, commodity trading advisor commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

ii. engaging in any type of business practice; or

iii. engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; or

(4) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of an federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3) (i), above, or to be associated with persons engaged in any such activity; or

(5) was found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and for which the judgment has not been reversed, suspended or vacated.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

None.

Use of Proceeds of Registered Securities

None; not applicable.

Purchases of Equity Securities by Us and Affiliated Purchasers

None

ITEM 3. Defaults Upon Senior Securities

The Company is not aware of any defaults upon senior securities.

ITEM 4. Mine Safety Disclosures

None; not applicable.

ITEM 5. Other Information.

None

- 26 -

ITEM 6. Exhibits

Exhibit Number	Description of Exhibit

31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101	Materials from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 formatted in Extensible Business Reporting Language (XBRL).

- 27 -

AMERICAN RENAISSANCE CAPITAL, INC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
			AMERICAN RENAISSANCE CAPITAL, INC.

Date: January 27, 2017			By:		/S/ Frank I. Igwealor
					Frank I. Igwealor
					President, Chief Executive Officer and Chief Financial Officer Principal Executive Officer, Treasurer, Principal Accounting Officer, Principal Financial Officer, Director & Secretary.

Date: January 27, 2017				By:		/S/ Solomon KN Mbagwu
						Dr. Solomon KN Mbagwu, MD
						Executive Chairman & Director
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

	AMERICAN RENAISSANCE CAPITAL, INC.

Date: January 27, 2017	By:	/S/ Frank I. Igwealor
		Frank I. Igwealor
		President, Chief Executive Officer and Chief Financial Officer Principal Executive Officer, Treasurer, Principal Accounting Officer, Principal Financial Officer, Director & Secretary.

Date: January 27, 2017	By:	/S/ Solomon KN Mbagwu
		Dr. Solomon KN Mbagwu, MD
		Executive Chairman & Director

- 25 -

EXHIBIT 31.1

CERTIFICATION AS ADOPTED PURSUANT TO SECTION 302(A)

OF THE SARBANES-OXLEY ACT OF 2002

I, Frank I Igwealor, certify that:

1. I have reviewed this annual report on Form 10-Q of American Renaissance Capital, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant ’s most recent fiscal quarter (the registrant ’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant ’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant ’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant ’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


	AMERICAN RENAISSANCE CAPITAL, INC.

Date: January 27, 2017	By:	/S/ Frank I. Igwealor
		Frank I. Igwealor
		President, Chief Executive Officer and Chief Financial Officer Principal Executive Officer, Treasurer, Principal Accounting Officer, Principal Financial Officer, Director & Secretary.

Date: January 27, 2017	By:	/S/ Solomon KN Mbagwu
		Dr. Solomon KN Mbagwu, MD
		Executive Chairman & Director

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of American Renaissance Capital, Inc. (the “Company”) on Form 10-Q for the nine months ended September 30, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Frank I Igwealor, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


	AMERICAN RENAISSANCE CAPITAL, INC.

Date: January 27, 2017	By:	/S/ Frank I. Igwealor
		Frank I. Igwealor
		President, Chief Executive Officer and Chief Financial Officer Principal Executive Officer, Treasurer, Principal Accounting Officer, Principal Financial Officer, Director & Secretary.

Date: January 27, 2017	By:	/S/ Solomon KN Mbagwu
		Dr. Solomon KN Mbagwu, MD
		Executive Chairman & Director

American Renaissance Capital, Inc. 10-Q