Attached files
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
[ ] 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.
(Former 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.)
4737 North Ocean Drive
Ft. Lauderdale, Florida 33308
215 Apolena Avenue, Newport Beach, CA 92662
(Former Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: 954-903-0685
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $.0001 par value per share
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act
[ ] Yes [ X ] No
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.
[ ] Yes [ X ] No
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.
[ X ] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (Section 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).
[ X ] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form
10-K.
[ X ] Yes [ ] 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", "non-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 smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
[ X ] Yes [ ] No
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked
price of such common equity, as of the last business day of the
registrant's most recently completed second fiscal quarter.
$ 0
Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of the latest practicable date.
Class Outstanding at
March 26, 2015
Common Stock, par value $0.0001 20,000,000
Documents incorporated by reference: None
PART I
Item 1. Business
SUBSEQUENT EVENT
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 former president of the Company is also the president, director
and shareholder of Tiber Creek Corporation. Tiber Creek Corporation
assists companies in becoming public companies and assists companies with
introductions to the financial community. Such services may include,
when and if appropriate, the use of an existing reporting company such
as the Company.
A 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.
Once a change of control of the Company has been effected, new
management may issue shares of its stock prior to filing a registration
statement for the registration of its shares pursuant to the Securities Act
of 1933 and such shares will be governed by the rules and regulations of
the Securities and Exchange Commission regarding the sale of unregistered
securities.
As of December 31, 2014, the Company had not generated revenues
and had no income or cash flows from operations since inception. At
December 31, 2014, the Company had sustained net loss of $750 and 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 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.
Item 2. Properties
The Company has no properties and at this time has no
agreements to acquire any properties. The Company currently uses
the offices of Management at no cost to the Company. The Company
expects this arrangement to continue until the Company completes
a change in control.
Item 3. Legal Proceedings
There is no litigation pending or threatened by or against the
Company.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
There is currently no public market for the Company's securities.
Following a business combination, a target company will normally
wish to cause the Company's common stock to trade in one or more United
States securities markets. The target company may elect to take the
steps required for such admission to quotation following the business
combination or at some later time.
At such time as it qualifies, the Company may choose to apply for
quotation of its securities on the OTC Bulletin Board.
The OTC Bulletin Board is a dealer-driven quotation service.
Unlike the Nasdaq Stock Market, companies cannot directly apply to be
quoted on the OTC Bulletin Board, only market makers can initiate
quotes, and quoted companies do not have to meet any quantitative
financial requirements. Any equity security of a reporting company not
listed on the Nasdaq Stock Market or on a national securities exchange
is eligible.
As such time as it qualifies, the Company may choose to apply for
quotation of its securities on the Nasdaq Capital Market.
In general there is greatest liquidity for traded securities on
the Nasdaq Capital Market and less on the OTC Bulletin Board. It is
not possible to predict where, if at all, the securities of the Company
will be traded following a business combination.
Since inception, the Company has sold securities which
were not registered as follows:
NUMBER OF
DATE NAME SHARES
July 9, 2013 James Cassidy (1) 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
(1) James M. Cassidy, the former president and a director of the
Company, is the sole shareholder and director of Tiber Creek
Corporation, a Delaware corporation, which company has agreed to
assist the Company in registering its stock and introductions to
the brokerage community.
Item 6. Selected Financial Data.
There is no selected financial data required to be filed for
a smaller reporting company.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Since inception the Company has been in the developmental stage
and its operations to date of the period covered by this report have
been limited to issuing shares of common stock to its original shareholders
and filing a registration statement on Form 10 on September 30, 2013 with
the Securities and Exchange Commission pursuant to the Securities Exchange
Act of 1934 as amended to register its class of common stock.
The Company has no operations nor does it currently engage in any
business activities generating revenues. The Company's principal
business objective is to achieve a business combination with a target
company.
A 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 most likely target companies are those seeking the perceived
benefits of a reporting corporation. Such perceived benefits may include
facilitating or improving the terms on which additional equity financing
may be sought, providing liquidity for incentive stock options or similar
benefits to key employees, increasing the opportunity to use securities
for acquisitions, providing liquidity for shareholders and other factors.
Business opportunities may be available in many different industries and
at various stages of development, all of which will make the task of
comparative investigation and analysis of such business opportunities
difficult and complex.
The search for a target company will not be restricted to any specific
kind of business entities, but may acquire a venture which is in its
preliminary or development stage, which is already in operation, or in
essentially any stage of its business life. It is impossible to predict
at this time the status of any business in which the Company may become
engaged, whether such business may need to seek additional capital, may
desire to have its shares publicly traded, or may seek other perceived
advantages which the Company may offer.
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization,
joint venture, licensing agreement or other arrangement with another
corporation or entity. On the consummation of a transaction, it is likely
that the present management and shareholders of the Company will no longer
be in control of the Company. In addition, it is likely that the officer
and director of the Company will, as part of the terms of the business
combination, resign and be replaced by one or more new officers and
directors.
As of December 31, 2014, the Company had not generated revenues
and had no income or cash flows from operations since inception. At
December 31, 2014, the Company had sustained net loss of $750 and had
a deficit accumulated during the development stage 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 the combination of that target company with
the Company.
SUBSEQUENT EVENT
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.
Former management paid all expenses incurred by the Company until the
change in control and new management will pay such expenses thereafter.
There is no expectation of repayment for such expenses.
2014 Year-End Analysis
The Company has received no income, has had no operations
nor expenses, other than Delaware state fees and accounting fees
as required for incorporation and for the preparation of the
Company's financial statements.
Item 8. Financial Statements and Supplementary Data
The financial statements for the year ended December 31, 2014
are attached hereto.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
There were no changes in or disagreements with accountants on
accounting and financial disclosure for the period covered by this
report.
Item 9A. Controls 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 fiscal
year under the supervision and with the participation of the Company's
principal executive officer (who is also the principal financial officer).
There have been no significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to
the date of the evaluation. 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,
summarized and processed timely. The principal executive officer
is directly involved in the day-to-day operations of the Company.
Management's Report of Internal Control over Financial Reporting
The Company is responsible for establishing and maintaining
adequate internal control over financial reporting in accordance with
the Rule 13a-15 of the Securities Exchange Act of 1934. The Company's
officer, its president, conducted an evaluation of the effectiveness
of the Company's internal control over financial reporting as of
December 31, 2014, based on the criteria establish in Internal
Control Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treaedway Commission. Based on this evaluation,
management concluded that the Company's internal control over financial
reporting was not effective as of December 31, 2014, based on those criteria.
A control system can provide only reasonably, not absolute, assurance
that the objectives of the control system are met and no evaluation
of controls can provide absolute assurance that all control issues have
been detected.
Anton & Chia, LLP, the independent registered public accounting
firm for the Company, has not issued an attestation report on the
effectiveness of the Company's internal control over financial
reporting.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company's internal controls over
financial reporting during its fourth fiscal quarter that have materially
affected, or are reasonably likely to materially affect, its internal
control over financial reporting.
Item 9B. Other information
Not applicable.
PART III
Item 10. Directors, Executive Officers, and Corporate Governance;
At the period by this report, the Directors and Officers of the
Company were as follows:
Name Age Positions and Offices Held
----------------- -----------
James Cassidy 79 President, Secretary, Director
James McKillop 55 Vice President, Director
On March 27, 2015 the above officers and directors resigned from all
offices and directorships of the Company and John Karatzafer has
been appointed the Chief Executive Officer, Treasurer, Secretary and
sole director of the Company.
Management of the Company
The Company has no full time employees. James Cassidy and
James McKillop were the former officers and directors of the Company
and its shareholders.
John Karatzafer has been appointed the Chief Executive Officer,
Treasurer, Secretary and sole director of the Company.
There are no agreements or understandings for the officer or
director to resign at the request of another person and the above-
named officer and director is not acting on behalf of nor will act
at the direction of any other person.
Set forth below are the names of the former directors and officers
of the Company and the new director/officer, all positions and offices
with the Company held, the period during which they have served as such,
and the business experience during at least the last five years:
Mr. Karatzaferis has experience in the consulting and recruitment
field in both Australia and Europe. He served for eight years as an
HR consultant for several major organizations including PeopleCo., AGWS,
and NAB Bank. For three years he worked exclusively in debt management
and credit control for NAB Bank and NCC.
James Cassidy, Esq., LL.B., LL.M., served as a director,
president and secretary of the Company. Mr. Cassidy received a
Bachelor of Science in Languages and Linguistics from Georgetown
University in 1960, a Bachelor of Laws from The Catholic University
School of Law in 1963, and a Master of Laws in Taxation from The
Georgetown University School of Law in 1968. From 1963-1964, Mr.
Cassidy was law clerk to the Honorable Inzer B. Wyatt of the United
States District Court for the Southern District of New York. From
1964-1965, Mr. Cassidy was law clerk to the Honorable Wilbur K.
Miller of the United States Court of Appeals for the District of
Columbia. From 1969-1975, Mr. Cassidy was an associate of the law
firm of Kieffer & Moroney and a principal in the law firm of Kieffer
& Cassidy, Washington, D.C. From 1975 to date, Mr. Cassidy has been a
principal in the law firm of Cassidy & Associates, and its predecessors,
specializing in securities law and related corporate and federal
taxation matters. Mr. Cassidy is a member of the bars of the District
of Columbia and the State of New York, and is admitted to practice
before the United States Tax Court and the United States Supreme Court.
The Company believes Mr. Cassidy to have the business experience
necessary to serve as a director of the Company as it seeks to enter
into a business combination. As a lawyer involved in business
transactions and securities matters, Mr. Cassidy has had ample
experience in evaluating companies and management, understanding
business plans, assisting in capital raising and determining
corporate structure and objectives.
James McKillop served as a director and vice president of
the Company. Mr. McKillop began his career at Merrill Lynch. Mr.
McKillop has also been involved in financial reporting and did a
daily stock market update for KPCC radio in Pasadena, California.
Mr. McKillop is the founder of MB Americus LLC which specializes
in consulting and public relations. Mr. McKillop has provided
consulting services to Tiber Creek Corporation for more than five
years. Mr. McKillop has written articles for various publications
on financial matters. He has been a past member of the World Affairs
Council. Mr. McKillop received his Bachelor of Arts in Economics
in 1984 from the University of California at Los Angeles. With his
background in financial and securities matters, the Company believes
Mr. McKillop to have experience and knowledge that will serve
the Company in seeking, evaluating and determining a suitable
target company.
There are no agreements or understandings for the above-named
officers or directors to resign at the request of another person and
the above-named officers and directors are not acting on behalf of
nor will act at the direction of any other person.
Conflicts of Interest
The former officers and directors of the Company have organized and
expect to organize other companies with an identicial structure, purpose,
officers, directors and shareholders. As such management believes there
is no conflict of interest in these companies.
There are no binding guidelines or procedures for resolving
potential conflicts of interest. Failure by management to resolve
conflicts of interest in favor of the Company could result in
liability of management to the Company. However, any attempt by
shareholders to enforce a liability of management to the Company
would most likely be prohibitively expensive and time consuming.
Code of Ethics. The Company has not at this time adopted a
Code of Ethics pursuant to rules described in Regulation S-K. The
Company has two persons who are the only shareholders and who serve as
the directors and officers. The Company has no operations or business and
does not receive any revenues or investment capital. The adoption of an
Ethical Code at this time would not serve the primary purpose of such a
code to provide a manner of conduct as the development, execution and
enforcement of such a code would be by the same persons and only
persons to whom such code applied. Furthermore, because the Company
does not have any activities, there are activities or transactions
which would be subject to this code. At the time the Company enters
into a business combination or other corporate transaction, the current
officers and directors will recommend to any new management that such a
code be adopted. The Company does not maintain an Internet website on
which to post a code of ethics.
Corporate Governance. For reasons similar to those described
above, the Company does not have a nominating nor audit committee of the
board of directors. At this time, the Company consists of two shareholders
who serve as the corporate directors and officers. The Company has no
activities, and receives no revenues. At such time that the Company enters
into a business combination and/or has additional shareholders and a larger
board of directors and commences activities, the Company will propose
creating committees of its board of directors, including both a nominating
and an audit committee. Because there are only two shareholders of the
Company, there is no established process by which shareholders to the
Company can nominate members to the Company's board of directors.
Similarly, however, at such time as the Company has more shareholders and
an expanded board of directors, the new management of the Company may
review and implement, as necessary, procedures for shareholder nomination
of members to the Company's board of directors.
Item 11. Executive Compensation
The Company's officers and directors do not receive any
compensation for services rendered to the Company, nor have they
received such compensation in the past. The officers and directors
are not accruing any compensation pursuant to any agreement with the
Company.
No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by
the Company for the benefit of its employees.
The Company does not have a compensation committee for
the same reasons as described above.
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
The following table sets forth, as of December 31, 2014, each
person known by the Company to be the beneficial owner of five
percent or more of the Company's common stock and the director and
officer of the Company. The Company does not have any compensation
plans and has not authorized any securities for future issuance.
Except as noted, the holder thereof has sole voting and investment
power with respect to the shares shown.
Prior to March 27, 2015:
Name and Address Amount of Beneficial Percent of
of Beneficial Owner Ownership Outstanding Stock
James M. Cassidy 10,000,000 50%
215 Apolena Avenue
Newport Beach, CA 92662
James K. McKillop 10,000,000 50%
9454 Wilshire Boulevard
Beverly Hills, California 90212
All Executive Officers and 20,000,000 100%
Directors as a Group (2 Persons)
Subsequent to March 27, 2015:
John Karatzaferis 50,000 *
President/Director
*Less than 1% based on 5,482,332 shares outstanding as of March 27, 2015.
Item 13. Certain Relationships and Related Transactions and
Director Independence
The Company has issued a total of 20,000,000 shares of common
stock pursuant to Section 4(2) of the Securities Act at a discount
of $2,000 during the period covered by this report. At March 27,
2015 the Company has redeemed 19,500,000 shares and issued an additional
4,982,332 shares of common stock.
As the organizers and developers of the Company, James M. Cassidy
and James McKillop may be considered promoters. Mr. Cassidy has provided
services to the Company without charge consisting of preparing and filing
the charter corporate documents and preparing this registration statement.
The Company is not currently required to maintain an independent
director as defined by Rule 4200 of the Nasdaq Capital Market nor does
it anticipate that it will be applying for listing of its securities on
an exchange in which an independent directorship is required. It is likely
that none of its current or former directors would be considered
independent directors if it were to do so.
Item 14. Principal Accounting Fees and Services.
The Company has no activities, no income and no expenses
except for independent audit and Delaware state fees. The Company's
president has donated his time in preparation and filing of all
state and federal required taxes and reports.
Audit Fees
The aggregate fees incurred for each of the last two years for
professional services rendered by the independent registered public
accounting firm for the audits of the Company's annual financial
statements and review of financial statements included in the Company's
Form 10-K and Form 10-Q reports and services normally provided in
connection with statutory and regulatory filings or engagements were
as follows:
December 31, 2014
-----------------
=======
Audit-Related Fees $ 750
The Company does not currently have an audit committee serving
and as a result its board of directors performs the duties of an audit
committee. The board of directors will evaluate and approve in advance,
the scope and cost of the engagement of an auditor before the auditor
renders audit and non-audit services. The Company does not rely on pre-
approval policies and procedures.
PART IV
Item 15. Exhibits, Financial Statement Schedules
There are no financial statement schedules nor exhibits filed
herewith. The exhibits filed in earlier reports and the Company's
Form 10 are incorporated herein by reference.
FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm 1
Balance Sheets as of December 31, 2014 2
Statements of Operations for the period from July 2, 2013
(Inception) to December 31, 2013 and for the year ended
2014 3
Statements of Changes in Stockholders' Deficit for the Period
from July 2, 2013 (Inception) to December 31, 2014 4
Statements of Cash Flows for the period from July 2, 2013
(Inception) to December 31, 2013 and for the year ended 2014 5
Notes to Financial Statements 6-8
ANTON & CHIA, LLP CERTIFIED PUBLIC ACCOUNTANTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
FWC Capital, Inc.:
We have audited the accompanying balance sheets of FWC Capital, Inc.
(the "Company") as of December 31, 2014 and 2013, and the related
statements of operaetions, stockholders' deficit, and cash flows for the
period from July 2, 2013 (Inception) through December 31, 2013 and
for the year ended 2014. FWC Capital's management is responsible for
these financial statements. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of FWC Capital, Inc.
as of December 31, 2014, and the results of its operations and its cash
flows for the period from July 2, 2013 (Inception) through December 31,
2013 and for the year ended December 31, 2014, in conformity with
accounting principles generally accepted in the United States of
America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has had no revenues and income since
inception. These conditions, among others, raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans
concerning these matters are also described in Note 2, which includes the
raising of additional equity financing or merger with another entity. The
financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
/s/ Anton & Chia, LLP
Newport Beach, CA
March 26, 2015
--------------------------------------------------------------------
FWC CAPITAL, INC.
BALANCE SHEETS
ASSETS
December 31, December 31,
2014 2013
----------- ------------
Current assets
Cash $ 0 $ 2,000
----------- -----------
Total assets $ 0 2,000
=========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accrued liabilities $ 0 400
----------- -----------
Total liabilities $ 0 400
----------- -----------
Stockholders' Deficit
Common Stock; $0.0001 par value, 2,000 2,000
100,000,000 shares authorized;
20,000,000 shares issued and
outstanding
Discount on Common Stock (2,000)
Additional paid-in capital 1,407 257
Deficit (1,407) (657)
----------- -----------
Total stockholders' deficit 0 1,600
----------- -----------
Total Liabilities and
stockholders' deficit $ 0 $ 2,000
=========== ===========
The accompanying notes are an integral part of these financial statements
2
--------------------------------------------------------------------
FWC CAPITAL, INC.
STATEMENTS OF OPERATIONS
Year End Year End
December 31, December 31,
2014 2013
------------- -------------
Revenue $ - $ -
Operating expenses 750 657
------------- -------------
Income tax expense - -
------------- -------------
Net loss $ (750) (657)
============= =============
Loss per share -
basic and diluted $ (0) (0)
------------- -------------
Weighted average shares-
basic and diluted 20,000,000 20,000,000
============= =============
The accompanying notes are an integral part of these financial statements
3
--------------------------------------------------------------------
FWC CAPITAL, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
Discount Total
Common Stock Additional on Stock-
----------------------- paid-in Common Accumulated holders'
Shares Amount capital Stock Deficit Deficit
---------------------------------------------------------------------------------------------
July 2, 2013
(Inception) - - - - - -
Issuance of
common stock 20,000,000 2,000 - - - 2,000
Additional paid-in
capital - - 257 - - 257
Net loss - - - - (657) (657)
---------------------------------------------------------------------------------------------
Balance,
December 31, 2013 20,000,000 2,000 257 - (657) 1,600
---------------------------------------------------------------------------------------------
Issuance of
common stock - - - (2,000) - (2,000)
Additional paid-in
capital - - 1,150 - - 1,150
Net loss - - - - (750) (750)
---------------------------------------------------------------------------------------------
Balance,
December 31, 2014 20,000,000 2,000 1,407 (2,000) (1,407) (1,150)
---------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements
4
--------------------------------------------------------------------
FWC CAPITAL, INC.
STATEMENTS OF CASH FLOWS
For the period
from July 2,
Year End 2013 (Inception)
December 31, to December 31,
2014 2013
------------- ----------------
OPERATING ACTIVITIES
Net loss $ (750) (657)
------------------ ----------------
Non-Cash adjustments to reconcile loss
to net cash and expenses paid by
stockholder and contributed as capital 1,150 0
Changes in Operating Assets and Liabilities
Accrued liabilities (400) 400
---------------------------------------------------------------------------------------
Net cash used in operating activities - (257)
---------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Development of software - -
---------------------------------------------------------------------------------------
Net cash used in investing activities - -
---------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Proceeds from issuance of common s tock 2,000
Proceeds from stockowners' contributions - 257
---------------------------------------------------------------------------------------
Net cash used in financing activities - 2,257
---------------------------------------------------------------------------------------
Net increase in cash - 2,000
Cash, beginning of period - -
---------------------------------------------------------------------------------------
Cash, end of period - 2,000
---------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements
5
--------------------------------------------------------------------
FWC CAPITAL, INC.
Notes to the Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
NATURE OF OPERATIONS
FWC Capital, Inc. ("FWC" 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 financial statements.
Such financial statements 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 financial statements.
USE OF ESTIMATES
The preparation of financial statements 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 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 December 31, 2014 and 2013.
--------------------------------------------------------------------
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 December 31, 2014.
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 December 31, 2014, 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 December 31, 2014, 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 financial statements 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
financial statements 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 sustained operating losses during the period ended December 31,
2014. As of December 31, 2014, the Company has an accumulated deficit
of $1,407. 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.
The accompanying financial statements 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 financial statements 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.
The accounting pronouncement does not have a material effect on the financial
statements.
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.
The Company is authorized to issue 100,000,000 shares of common stock
and 20,000,000 shares of preferred stock. As of December 31, 2014,
20,000,000 shares of common stock and no preferred stock were issued
and outstanding.
--------------------------------------------------------------------
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
(Formerly) FWC CAPITAL, INC.
By: /s/ James M. Cassidy
James M. Cassidy, President
Principal executive officer
Dated: March 26, 2015
By: /s/ James M. Cassidy
James M. Cassidy, President
Principal financial officer
Dated: March 26, 2015
Pursuant to the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
NAME OFFICE DATE
/s/ James Cassidy Director March 26, 2015
