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 June 30, 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
	August 30, 2015
Common Stock, par value $0.0001	5,482,332
Documents incorporated by reference:	None

 

 

CONDENSED FINANCIAL STATEMENTS

 

Unaudited Condensed Financial Statements	2-4
Notes to Unaudited Condensed Financial Statements	5-7

 

 

AMERICAN-SWISS CAPITAL, INC.

CONDENSED BALANCE SHEETS

 

ASSETS

 

		June 30,				March 31,
		2015				2014
		(Unaudited)				(Audited)
ASSETS
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 June 30, 2015 and December 31, 2014, respectively			480				548
Discount on Common Stock			(480	)			(548	)
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.

 

 

AMERICAN-SWISS CAPITAL, INC.
CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

		For the three				For the three
		months ended				months ended
		June 30, 2015				June 30, 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.

 

 

AMERICAN-SWISS CAPITAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		For the three				For the three
		months ended				months ended
		June 30, 2015				June 30, 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.

 

 

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 June 30, 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 June 30. 2015

 

 

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 June 30, 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 June 30, 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 June 30, 2015.

 

The Company had an accumulated deficit of $1,407 as of June 30, 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.

 

 

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.

 

 

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 company 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 quality 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 June 30, 2015, the Company had not generated revenues and had no income or cash flows from operations since inception. At June 30, 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:     August 30, 2015