Item 3.02 Unregistered Sales of
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. Reference is made to the issuance of the shares of restricted Company common stock to the shareholders of AmSwiss, as described under Item 1.01 above. The issuance of the shares will be conducted by the Company in reliance upon the exemption from registration provided by Section 4(2) and upon Regulation S of the Securities Act of 1933, as amended.
Item 5.01 - CHANGES IN CONTROL OF REGISTRANT
On
There are no arrangements or understandings between the Company or
The following table sets forth, as of
Amount and Nature of Percentage of Beneficial
27,124,595 87% John Karatzaferis 335,000 1% CEO, CFO, Secretary and Director All executive officers and directors 335,000 1% as a group (1 person)
(1) CEC Investments acquired these shares on
Other than the shareholders listed above, we know of no other person who is the beneficial owner of more than five percent (5%) of our common stock.
There are no arrangements known to the company, the operation of which may, at a subsequent date, result in a change in control of the company.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
The financial statements required by this Item are not being filed with this Current Report on Form 8-K. Such financial statements will be filed by an amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information
The pro forma financial information required by this Item is not being filed with this Current Report on Form 8-K. Such pro forma financial information will be filed by an amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits 10.1 A Copy of the Share Exchange Agreement by and between Filed HerewithAmerican-Swiss Capital, Inc. and the Company, datedOctober 26, 2020
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