0001021432-15-000082.txt : 20150330
0001021432-15-000082.hdr.sgml : 20150330
20150327182512
ACCESSION NUMBER: 0001021432-15-000082
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150326
ITEM INFORMATION: Unregistered Sales of Equity Securities
ITEM INFORMATION: Changes in Control of Registrant
ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
FILED AS OF DATE: 20150330
DATE AS OF CHANGE: 20150327
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: American-Swiss Capital, Inc.
CENTRAL INDEX KEY: 0001586654
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 463609998
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55054
FILM NUMBER: 15732145
BUSINESS ADDRESS:
STREET 1: 4737 NORTH OCEAN DRIVE
CITY: FT. LAUDERDALE
STATE: FL
ZIP: 33308
BUSINESS PHONE: 954-903-0685
MAIL ADDRESS:
STREET 1: 4737 NORTH OCEAN DRIVE
CITY: FT. LAUDERDALE
STATE: FL
ZIP: 33308
FORMER COMPANY:
FORMER CONFORMED NAME: FWC Capital Inc.
DATE OF NAME CHANGE: 20140717
FORMER COMPANY:
FORMER CONFORMED NAME: Rock Run Acquisition Corp
DATE OF NAME CHANGE: 20130912
8-K
1
form8kchgeincontrolfwc.txt
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
March 26, 2015
Date of Report
(Date of Earliest Event Reported)
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 000-55054 46-3609998
(State or other (Commission File Number) (IRS Employer
jurisdiction Identification No.)
of incorporation)
4737 North Ocean Drive
Ft. Lauderdale, Florida 33308
(Address of Principal Executive Offices)
954-903-0685
(Registrant's Telephone Number)
ITEM 3.02 Unregistered Sales of Equity Securities
On March 27, 2015, American-Swiss Capital, Inc. (formerly FWC Capital
Inc.) (the "Registrant" or the "Company") issued 4,982,332 shares of its
common stock pursuant to Section 4(2) of the Securities Act of 1933 at par
representing 90.8% of the total outstanding 5,482,332 shares of common
stock as follows:
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
With the issuance of the shares and the redemption of shares of stock
(discussed below), the Company effected a change in its control and the
shareholder(s) elected new management of the Company. The Company may
develop its business plan by future acquisitions or mergers but no
agreements have been reached regarding any acquisition or other business
combination. The Company changed its name as part of the change in
control. If the Company makes any acquisitions, mergers or other
business combination, the Company will file a Form 8-K but until such
time the Company remains a shell
company.
ITEM 5.01 Changes in Control of Registrant
On March 26, 2015, the following events occurred which resulted in a
change of control of the Registrant:
1. The Registrant redeemed an aggregate of 19,500,000 of the then
20,000,000 shares of outstanding stock at a redemption price of $.0001 per
share for an aggregate redemption price of $1,950. The then current officers
and directors resigned.
3. New officer(s) and director(s) were appointed and elected.
The disclosure required by Item 5.01(a)(8) of Form 8-K was previously
filed with the Securities and Exchange Commission on Form 10-12G filed on
September 30, 2013 as amended and supplemented by the information contained
in this report.
The Registrant 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 Registrant anticipates seeking
investments primarily in Northern Europe whereby many quality companies are
unable to obtain financing via banking or traditional sources.
ITEM 5.02 Departure of Directors or Principal Officers;
Election of Directors
On March 26, 2015, James M. Cassidy resigned as the Registrant's
president, secretary and director.
On March 26, 2015, James McKillop resigned as the Registrant's vice
president and director.
On March 26, 2015, John Karatzaferis was named Chief Executive Officer,
Secretary and Treasurer of the Registrant
On March 26, 2015, John Karatzaferis was named director of the
Registrant.
John Karatzaferis serves as the Chief Executive Officer, Treasurer,
Secretary and sole director of the Company. 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.
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 hereunder duly authorized.
AMERICAN-SWISS CAPITAL, INC.
Date: March 27, 2015 /s/ John Karatzaferis
Chief Executive Officer