SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2015
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 000-55061
AMERICAN-SWISS CAPITAL, INC.
(Exact name of registrant as specified in its charter)
FWC CAPITAL INC.
(Former name of registrant as specified in its charter)
Delaware 46-3570856
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1110 Brickell Avenue
Miami, Florida 33131
954-903-0685
(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 preceding 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 is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the 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 Smaller reporting company X
(do not check if a 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 X No
Indicate the number of shares outstanding of each of the issuer's
classes of stock, as of the latest practicable date.
Class Outstanding at
May 20, 2015
Common Stock, par value $0.0001 5,482,332
Documents incorporated by reference: None
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CONDENSED FINANCIAL STATEMENTS
Unaudited Condensed Financial Statements 2-4
Notes to Unaudited Condensed Financial Statements 5-7
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AMERICAN-SWISS CAPITAL, INC.
CONDENSED BALANCE SHEETS
ASSETS
------
ASSETS
March 31, December 31,
2015 2014
----------- ------------
(Unaudited) (Audited)
Current assets
Cash $ - $ -
----------- -----------
Total assets $ - -
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Total liabilities $ - -
----------- -----------
Stockholders' Deficit
Common Stock; $0.0001 par value,
100,000,000 shares authorized;
5,482,332 and 20,000,000 shares
issued and outstanding as of
March 31, 2015 and December 31,
2014, respectively 548 2,000
Discount on Common Stock (548) (2,000)
Additional paid-in capital 1,407 1,407
Accumulated deficit (1,407) (1,407)
----------- -----------
Total stockholders' deficit - -
----------- -----------
Total Liabilities and
stockholders' deficit $ - $ -
=========== ===========
The accompanying notes are an integral part of these unaudited condensed
financial statements.
2
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AMERICAN-SWISS CAPITAL, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
For the three For the three
months ended months ended
March 31, 2015 March 31, 2014
-------------- --------------
(Unaudited) (Audited)
Revenue $ - $ -
Operating expenses - 750
-------------- --------------
Net loss $ - $ (750)
============== ==============
Loss per share - basic and diluted $ (0.00) (0.00)
============== ==============
Weighted average
shares-basic and diluted 19,354,770 20,000,000
============== ==============
The accompanying notes are an integral part of these unaudited condensed
financial statements.
3
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AMERICAN-SWISS CAPITAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
For the three For the three
months ended months ended
March 31, 2015 March 31, 2014
----------- ----------
OPERATING ACTIVITIES
Net loss $ - (750)
----------- ----------
Net cash (used in) operating
activities - -
----------- --------
Net increase in cash - -
Cash, beginning of period - -
----------- ----------
Cash, end of period $ - $ -
========== ==========
The accompanying notes are an integral part of these unaudited condensed
financial statements.
4
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AMERICAN-SWISS CAPITAL, INC.
Notes to Unaudited Condensed Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
American-Swiss Capital, Inc. ("American-Swiss" or "the Company") was
incorporated on July 2, 2013 under the laws of the state of Delaware to
engage in any lawful corporate undertaking, including, but not limited
to, selected mergers and acquisitions. The Company has been in the
developmental stage since inception and its operations to date have
been limited to issuing shares to its original shareholders. The Company
will attempt to locate and negotiate with a business entity for the
combination of that target company with the Company. The combination
will normally take the form of a merger, stock-for-stock exchange or
stock-for-assets exchange. In most instances the target company will
wish to structure the business combination to be within the definition
of a tax-free reorganization under Section 351 or Section 368 of the
Internal Revenue Code of 1986, as amended. No assurances can be given
that the Company will be successful in locating or negotiating with
any target company. The Company has been formed to provide a method
for a foreign or domestic private company to become a reporting company
with a class of securities registered under the Securities Exchange Act
of 1934.
BASIS OF PRESENTATION
The summary of significant accounting policies presented below is
designed to assist in understanding the Company's condensed financial
statements (unaudited). Such condensed financial statements (unaudited)
and accompanying notes are the representations of the Company's
management, who are responsible for their integrity and objectivity.
These accounting policies conform to accounting principles generally
accepted in the United States of America ("GAAP") in all material
respects, and have been consistently applied in preparing the
accompanying condensed financial statements (unaudited).
The Company has not earned any revenue from operations since inception.
Accordingly, the Company's activities have been accounted for as those of
a "Development Stage Enterprise" as set forth in ASC 915, "Development
Stage Entities." Among the disclosures required by ASC 915, are that the
Company's financial statements be identified as those of a development
stage company, and that the statements of operations, stockholders'
equity and cash flows disclose activity since the date of the Company's
inception. The Company chose December 31 as its fiscal year end.
USE OF ESTIMATES
The preparation of condensed financial statements (unaudited) in conformity
with GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the condensed financial statements,
and the reported amounts of revenues and expenses during the reporting
periods. Actual results could differ from those estimates.
CASH
Cash and cash equivalents include cash on hand and on deposit at banking
institutions as well as all highly liquid short-term investments with
original maturities of 90 days or less. The Company did not have cash
equivalents as of March 31, 2015 and December 31, 2014, respectively.
CONCENTRATION OF RISK
Financial instruments that potentially subject the Company to concentrations
of credit risk consist principally of cash. The Company places its cash with
high quality banking institutions. The Company did not have cash balances
in excess of the Federal Deposit Insurance Corporation limit as of March 31.
2015
5
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AMERICAN-SWISS CAPITAL, INC.
Notes to Unaudited Condensed Financial Statements
INCOME TAXES
Under ASC 740, "Income Taxes," deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. 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. Valuation allowances are established
when it is more likely than not that some or all of the deferred tax assets
will not be realized. As of March 31, 2015 there were no deferred taxes
due to the uncertainty of the realization of net operating loss or carry
forward prior to expiration.
LOSS PER COMMON SHARE
Basic loss per common share excludes dilution and is computed by dividing
net loss by the weighted average number of common shares outstanding
during the period. Diluted loss per common share reflect the potential
dilution that could occur if securities or other contracts to issue common
stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the loss of the entity. As
of March 31, 2015, there are no outstanding dilutive securities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows guidance for accounting for fair value measurements
of financial assets and financial liabilities and for fair value measurements
of nonfinancial items that are recognized or disclosed at fair value in the
condensed financial statements (unaudited) on a recurring basis. Additionally,
the Company adopted guidance for fair value measurement related to
nonfinancial items that are recognized and disclosed at fair value in the
condensed financial statements (unaudited) on a nonrecurring basis. The
guidance establishes a fair value hierarchy that prioritizes the inputs
to valuation techniques used to measure fair value. The hierarchy gives
the highest priority to unadjusted quoted prices in active markets for
identical assets or liabilities (Level 1 measurements) and the lowest
priority to measurements involving significant unobservable inputs
(Level 3 measurements). The three levels of the fair value hierarchy are
as follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for
identical assets or liabilities that the Company has the ability to access
at the measurement date.
Level 2 inputs are inputs other than quoted prices included within Level 1
that are observable for the asset or liability, either directly or indirectly.
Level 3 inputs are unobservable inputs for the asset or liability.
The carrying amounts of financial assets such as cash approximate their fair
values because of the short maturity of these instruments.
NOTE 2 - GOING CONCERN
The Company has not yet generated any revenue since inception to date and
has no losses during the period ended March 31, 2015.
The Company had an accumulated deficit of $1,407 as of March 31, 2015.
The Company's continuation as a going concern is dependent on its
ability to generate sufficient cash flows from operations to meet
its obligations and/or obtaining additional financing from its
members or other sources, as may be required.
6
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AMERICAN-SWISS CAPITAL, INC.
Notes to Unaudited Condensed Financial Statements
The accompanying condensed financial statements (unaudited) have been prepared
assuming that the Company will continue as a going concern; however, the above
condition raises substantial doubt about the Company's ability to do so. The
condensed financial statements (unaudited) do not include any adjustments to
reflect the possible future effects on the recoverability and classification
of assets or the amounts and classifications of liabilities that may result
should the Company be unable to continue as a going concern.
In order to maintain its current level of operations, the Company will
require additional working capital from either cash flow from operations
or from the sale of its equity. However, the Company currently has no
commitments from any third parties for the purchase of its equity. If
the Company is unable to acquire additional working capital, it will be
required to significantly reduce its current level of operations.
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
Adopted
On June 10, 2014, the FASB issued ASU 2014-10, Development Stage Entities
(Topic 915). The amendments in this update remove the definition of a
development stage entity from Topic 915, thereby removing the distinction
between development stage entities and other reporting entities from U.S.
GAAP. In addition, the amendments eliminate the requirements for development
stage entities to (1) present inception-to-date information on the statements
of income, cash flows, and shareholder's equity, (2) label the financial
statements as those of a development stage entity, (3) disclose a description
of the development stage activities in which the entity is engaged, and (4)
disclose in the first year in which the entity is no longer a development
stage entity that in prior years it had been in the development stage.
Early adoption is permitted. The Company has adopted this accounting
standard.
Other recent accounting pronouncements issued by the FASB (including its
Emerging Issues Task Force) and the United States Securities and Exchange
Commission did not or are not believed by management to have a material
impact on the Company's present or future financial statements.
NOTE 4 STOCKHOLDERS' DEFICIT
On July 9, 2013, the Company issued 20,000,000 common shares to two
directors and officers at a discount of $2,000 of which all but 500,000
shares were redeemed.
On March 27, 2015 the Company issued 4,982,332 shares of its common
stock to nine investors.
NOTE 5 CHANGE IN CONTROL
On March 27, 2015, the Company effected the change of control.
The Company filed a Form 8-K detailing the change in control transaction.
Pursuant to the change in control:
James M. Cassidy resigned as the Company's president, secretary
and director and James McKillop resigned as the Company's vice president
and director.
John Karatzaferis was named Chief Executive Officer, Secretary and
Treasurer of the Company and its only director.
The Company redeemed 19,500,000 shares of its outstanding common stock
and issued 4,982,332 shares of its common stock to nine investors.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
On March 13, 2015, the Company changed its name to American-Swiss
Capital, Inc. in anticipation of a possible subsequent change in control.
Subsequent to the preparation of this Report, on March 27, 2015
the Company effected the change of control. The Company filed a Form
8-K detailing the change in control transaction.
Pursuant to the change in control, the Company:
James M. Cassidy resigned as the Company's president, secretary
and director.
James McKillop resigned as the Company's vice president and director.
John Karatzaferis was named Chief Executive Officer, Secretary and
Treasurer of the Company and its only director.
The Company redeemed 19,500,000 shares of its outstanding common stock
and issued 4,982,332 shares of its common stock to nine investors.
The Company ("American-Swiss" or the "Company") was incorporated
on July 2, 2013 under the laws of the State of Delaware to engage in any
lawful corporate undertaking, including, but not limited to, selected
mergers and acquisitions. The Company has been in the developmental stage
since inception and its operations to date have been limited to issuing
shares to its original shareholders and filing a registration statement.
The Company has been formed to provide a method for a foreign or
domestic private company to become a reporting company with a
class of securities registered under the Securities Exchange Act
of 1934.
The Company registered its common stock on a Form 10
registration statement filed pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") and Rule 12(g) thereof. The
Company files with the Securities and Exchange Commission periodic
and current reports under Rule 13(a) of the Exchange Act, including
quarterly reports on Form 10-Q and annual reports Form 10-K.
The Company has no employees.
The Company anticipates that it will develop its business as an
investment ocmpany with a focus on seeking quality and undervalued
investments and serving as a conduit between the USA equity markets
and leading enterprises in Switzerland and Northern Europe. The
Company anticipates seeking investments primarily in Northern Europe
whereby many dquality companies are unable to obtain financing via
banking or traditional sources.
The Company's independent auditors have issued a report raising
substantial doubt about the Company's ability to continue as a going
concern. At present, the Company has no operations and the continuation
of the Company as a going concern is dependent upon financial support
from its stockholders, its ability to obtain necessary equity financing
to continue operations and/or to successfully locate and negotiate with
a business entity for the combination of that target company with
the Company.
Management of the Company has paid all expenses incurred by the
Company until the change in control of the Company at which time new
management will now pay such expenses. Management does not expect
any repayment for such paid expenses.
There is no assurance that the Company will ever be profitable.
The Company has an agreement with Tiber Creek Corporation of which
the former president of the Company is the president and controlling
shareholder. Tiber Creek Corporation assists companies to become public
reporting companies and for the preparation and filing of a registration
statement pursuant to the Securities Act of 1933, and the introduction
to brokers and market makers.
As of March 31, 2015, the Company had not generated revenues
and had no income or cash flows from operations since inception.
At March 31, 2015, the Company had an accumulated deficit of $1,407.
The Company's independent auditors have issued a report raising
substantial doubt about the Company's ability to continue as a going
concern. At present, the Company has no operations and the continuation
of the Company as a going concern is dependent upon financial support from
its stockholders, its ability to obtain necessary equity financing to
continue operations and/or to successfully locate and negotiate with a
business entity for a business combination that would provide a basis
of possible operations.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Information not required to be filed by Smaller reporting companies.
ITEM 4. Controls and Procedures.
Disclosures and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission,
the Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to
Exchange Act Rules. This evaluation was done as of the end of the
period covered by this report under the supervision and with the
participation of the Company's principal executive officer (who is
also the principal financial officer).
Based upon that evaluation, he believes that the Company's
disclosure controls and procedures are effective in gathering, analyzing
and disclosing information needed to ensure that the information
required to be disclosed by the Company in its periodic reports is
recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Act is accumulated and
communicated to the issuer's management, including its principal executive
and principal financial officers, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure.
This Quarterly Report does not include an attestation report of
the Company's registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject
to attestation by the Company's registered public accounting firm
pursuant to temporary rules of the Securities and Exchange
Commission that permit the Company to provide only management's
report in this Quarterly Report.
Changes in Internal Controls
There was no change in the Company's internal control over
financial reporting that was identified in connection with such
evaluation that occurred during the period covered by this report
that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
PART II -- OTHER INFORMATION
`ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company
is unaware of such proceedings contemplated against it.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Since inception, the Company has issued securities which
were not registered as follows:
NUMBER OF
DATE NAME SHARES
July 9, 2013 James Cassidy 10,000,000
9,750,000 redeemed
July 9, 2013 James McKillop 10,000,000
9,750,000 redeemed
March 27, 2015:
CEC Investments 4,050,000
ACS 540,000
Leonardo Forestano 150,000
Manuela Magnanini 151,666
John Karatzaferis 50,000
Vanja Gruden 16,666
Jelena Petrovic 5,000
Giuseppe Vittorio 9,000
H. H. Sheikh Juma
Maktoum Juma Al Maktoum 10,000
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
(a) Not applicable.
(b) Item 407(c)(3) of Regulation S-K:
During the quarter covered by this Report, there have not been
any material changes to the procedures by which security holders
may recommend nominees to the Board of Directors.
ITEM 6. EXHIBITS
(a) Exhibits
31 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
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.
AMERICAN-SWISS CAPITAL, INC.
By: /s/ John Karatzaferis
President, Chief Financial Officer
Dated: May 20, 2015