Item 3.02 Unregistered Sales of Equity Securities

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 October 27, 2020, CEC Investments, Inc., acquired control of Twenty Seven Million One Hundred Twenty Four Thousand Five Hundred Ninety Five (27,124,595) restricted shares of the Company's issued and outstanding common stock, representing approximately 87% of the Company's total issued and outstanding common stock, from the Company in exchange for its shares in AmSwiss as per the terms of the Agreement by and between the Company and AmSwiss.

There are no arrangements or understandings between the Company or CEC Investments, Inc., and/or their respective associates with respect to the election of directors or other matters.

The following table sets forth, as of October 27, 2020, the beneficial ownership of the outstanding common stock by: (i) any holder of more than five (5%) percent; (ii) each of our executive officers and directors; and (iii) our directors and executive officers as a group. Unless otherwise indicated, each of the stockholders named in the table below has sole voting and dispositive power with respect to such shares of common stock. As of the date of this Current Report, there are 31,195,000 shares of common stock issued and outstanding.





                                     Amount and Nature of Percentage of Beneficial

Name and Address of Beneficial Owner Beneficial Ownership Ownership Directors and Officers: CEC Investments, Inc.

                     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 October 26, 2020 through the Share Exchange Agreement by and between the Company and AmSwiss.

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 Herewith
       American-Swiss Capital, Inc. and the Company, dated October 26,
       2020

© Edgar Online, source Glimpses