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Form 10-Q Deseo Swimwear Inc. For: Jun 30

August 9, 2022 10:42 AM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-Q

 

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2022

 

Commission File Number 333-210419

 

DESEO SWIMWEAR INC.

(Exact name of registrant as specified in it’s charter)

 

Nevada

 

47-3812711

(State or other jurisdiction of incorporation or organization)

 

 (I.R.S. Employer Identification No.)

 

1653 Chatsworth Blvd., San Diego, California 92107

(Address of principal executive offices)(Zip Code)

 

1-800-390-3013

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the  Act:

 

Title of each class 

Trading  Symbol(s)

Name of each exchange on which registered

Common

DSWR

N/A

 

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 ☒ No

 

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☐ Yes ☒ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

 

As of August 9, 2022, there were 64,242,500 shares of common stock issued and outstanding.

 

 

 

 

TABLE OF CONTENTS

 

PART I—FINANCIAL INFORMATION

 

F-1

Item 1.

Financial Statements.

 

F-1

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

3

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

 

4

Item 4.

Controls and Procedures.

 

4

 

 

 

 

PART II—OTHER INFORMATION

 

5

Item 1.

Legal Proceedings.

 

5

Item 1A.

Risk Factors.

 

5

Item 2.

Unregistered Sales of Securities and Use of Proceeds.

 

5

Item 3.

Defaults Upon Senior Securities.

 

5

Item 4.

Mine Safety Disclosures.

 

5

Item 5.

Other Information.

 

5

Item 6.

Exhibits.

 

6

    

 

2

Table of Contents

 

PART I—FINANCIAL INFORMATION

   

Deseo Swimwear Inc.

FINANCIAL STATEMENTS

CONTENTS

 

Balance Sheets – As of  June 30, 2022 (unaudited) and December 31, 2021

 

F-2

Statements of Operations – Three and six months ended June 30, 2022 and 2021 (unaudited)

 

F-3

Statement of Changes in Stockholders’ Deficit – Three and six months ended June 30, 2022 and 2021 (unaudited)

 

F-4

Statements of Cash Flows – Six months ended June 30, 2022 and 2021 (unaudited)

 

F-5

Notes to Financial Statements (unaudited)

 

F-6

 

 
F-1

Table of Contents

     

DESEO SWIMWEAR INC.

BALANCE SHEETS

  

 

 

June 30, 2022

 

 

December 31, 2021

 

 

 

(unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

Cash

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

Accounts payable

 

$32,034

 

 

$24,312

 

Due to related party

 

 

165,083

 

 

 

139,864

 

TOTAL LIABILITIES

 

 

197,117

 

 

 

164,176

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

Preferred stock, $0.001 par value, 1,000,000 shares authorized

 

 

 

 

 

 

 

 

None issued and outstanding

 

 

-

 

 

 

-

 

Common stock, $0.001 par value, 200,000,000 shares authorized,

 

 

 

 

 

 

 

 

64,242,500 shares issued and outstanding

 

 

64,242

 

 

 

64,242

 

Additional paid-in capital (deficiency)

 

 

(45,887)

 

 

(45,887)

Accumulated deficit

 

 

(215,472)

 

 

(182,531)

 

 

 

 

 

 

 

 

 

TOTAL STOCKHOLDERS’ DEFICIT

 

 

(197,117)

 

 

(164,176)

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

$-

 

 

$-

 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

 
F-2

Table of Contents

    

DESEO SWIMWEAR INC.

STATEMENTS OF OPERATIONS

For the Three and six months ended June 30, 2022 and 2021

(unaudited)

 

 

 

Three months ended

June 30,

2022

 

 

Three months ended,

June 30,

2021

 

 

Six months ended

June 30,

2022

 

 

Six months ended

June 30,

2021

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

$11,585

 

 

$5,495

 

 

$32,941

 

 

$15,546

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL OPERATING EXPENSES

 

 

(11,585)

 

 

(5,495)

 

 

(32,941)

 

 

(15,546)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

$(11,585)

 

$(5,495)

 

$(32,941)

 

$(15,546)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED LOSS PER COMMON SHARE

 

$(0.00)

 

$(0.00)

 

$(0.00)

 

$(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED

 

 

64,242,500

 

 

 

64,242,500

 

 

 

64,242,500

 

 

 

64,242,500

 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

 
F-3

Table of Contents

    

DESEO SWIMWEAR INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

Three and six months Ended June 30, 2022 and 2021

(unaudited)

 

 

 

Common Stock

 

 

Additional

 

 

 

 

 

 

 

Number of shares

 

 

Amount

 

 

Paid-in Capital

 

 

Accumulated Deficit

 

 

Total

 

Balance, December 31, 2021

 

 

64,242,500

 

 

$64,242

 

 

$(45,887)

 

$(182,531)

 

$(164,176)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(21,356)

 

 

(21,356)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2022

 

 

64,242,500

 

 

$64,242

 

 

$(45,887)

 

$(203,887)

 

$(185,532)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(11,585)

 

 

(11,585)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2022

 

 

64,242,500

 

 

$64,242

 

 

$(45,887)

 

$(215,472)

 

$(197,117)

 

 

 

Common Stock

 

 

Additional

 

 

 

 

 

 

 

 

 

Number of shares

 

 

Amount

 

 

Paid-in Capital

 

 

Accumulated Deficit

 

 

Total

 

Balance, December 31, 2020

 

 

64,242,500

 

 

 

64,242

 

 

 

(45,887)

 

 

(155,326)

 

 

(136,971)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(10,051)

 

 

(10,051)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2021

 

 

64,242,500

 

 

$64,242

 

 

$(45,887)

 

$(165,377)

 

$(147,022)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(5,495)

 

 

(5,495)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2021

 

 

64,242,500

 

 

$64,242

 

 

$(45,887)

 

$(170,872)

 

$(152,517)

 

The accompanying notes are an integral part of these unaudited financial statements.

 

 
F-4

Table of Contents

 

DESEO SWIMWEAR INC.

 STATEMENTS OF CASH FLOWS

For Three and six months ended June 30, 2022 and 2021

(unaudited)

 

 

 

Six months ended

June 30, 2022

 

 

Six months ended

June 30, 2021

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$(32,941)

 

$(15,545)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

 

7,722

 

 

 

(12,329)

 

 

 

 

 

 

 

 

 

NET CASH USED IN OPERATING ACTIVITIES

 

 

(25,219)

 

 

(27,874)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Advances from related party

 

 

25,219

 

 

 

26,263

 

 

 

 

 

 

 

 

 

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

 

25,219

 

 

 

26,263

 

 

 

 

 

 

 

 

 

 

NET CHANGE IN CASH

 

 

-

 

 

 

(1,611)

 

 

 

 

 

 

 

 

 

CASH, BEGINNING OF PERIOD

 

 

-

 

 

 

1,611

 

 

 

 

 

 

 

 

 

 

CASH, END OF PERIOD

 

$-

 

 

$-

 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

 
F-5

Table of Contents

    

DESEO SWIMWEAR INC.

NOTES TO THE FINANCIAL STATEMENTS

June 30, 2022

(unaudited)

 

NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The Company

 

Deseo Swimwear Inc. (the “Company”) was incorporated in the State of Nevada on April 20, 2015 and established a fiscal year end of December 31.  The Company is organized to design, manufacture and sell Dominican Republic inspired swimwear.

 

As of September 16, 2021, Suzanne Cope resigned as the Corporations director, President; concurrent with Suzanne Cope’s resignation as director, President, Secretary and Treasurer. Concurrent with Ms. Cope’s resignation, the Corporation appointed Michael Rosen, as President, Secretary and Treasurer and as a member of the Board of Directors of the Corporation.

 

Basis of Presentation – Unaudited Financial Statements

 

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q.  They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements.  However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the fiscal year ended December 31, 2021 included in the Company’s 10-K filed with the Securities and Exchange Commission.  The unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.

 

Risks and Uncertainties

 

The pandemic caused by an outbreak of a new strain of coronavirus (“COVID-19”) has resulted, and is likely to continue to result, in significant national and global economic disruption and may adversely affect our business. Based on the Company’s current assessment, the Company does not expect some material impact on its long-term operation due to the worldwide spread of the COVID-19 virus. However, the Company is actively monitoring this situation and the possible effects on its financial condition, operations, suppliers, industry, and workforce.

 

Use of Estimates and Assumptions

 

Preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain 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 period.  Accordingly, actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

 

Earnings (Loss) per Common Share

 

The basic earnings (loss) per common share is calculated by dividing the Company’s net income (loss) available to common shareholders by the weighted average number of common shares during the period. The diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company. As of June 30, 2022, there were no common stock equivalents outstanding.

 

 
F-6

Table of Contents

    

Income Taxes

 

The Company follows the asset and liability method of accounting for income taxes.  Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances and tax loss carryforwards.  Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment. 

 

Recent Accounting Standards

 

The Company does not expect the adoption of any recent accounting standards to have a material impact on its financial statements.

 

Subsequent Events

 

On July 15, 2022, Deseo entered into a contribution agreement (the “Contribution Agreement”) with Cody Development Corp,, a Louisiana corporation (“Cody”) and its sole shareholder Steven Ricks.  Under the terms of the Contribution Agreement, subject to the satisfaction of the conditions to closing set forth therein, Mr. Ricks agreed to contribute to Deseo 100% of the capital stock of Cody to Deseo.  Based in Louisiana, Cody is engaged in the construction business and is a subcontractor on a number of significant private and government construction projects.

 

In a related development, Ricks Investment entered into a stock purchase agreement, dated as of 15, 2022, with Michael Rosen, the principal stockholder and chief executive officer of Deseo (the “Rosen Purchase Agreement”).  Under the terms of the Rosen Purchase Agreement, and subject to the satisfaction of the conditions to closing set forth therein, Mr. Rosen agreed to sell to Rick Investment agreed, all 38,500,000 shares of Deseo common stock owned by Mr. Rosen for a total purchase price of $202,493 payable in the form of a twelve (12) month $202,493 installment note issued by Ricks Investment (the “Note”).  No payments will be required for the first 30 days after closing and then the Note is payable in installments of $20,000 per month, commencing September 30, 2022, for 10 months and $2,493 as a final payment at the end of the 12th month following the closing.  The Note is secured by a pledge of the 38,500,000 shares and as monthly installment payments are made on the Note, a pro-rata percentage of the shares are subject to release from the pledge.

 

Deseo is currently indebted to Jon Darmstadter (“Darmstadter”) for loans made in the amount of $127,304. On June 23, 2022, Ricks Investments paid $75,000 on behalf of Deseo in partial payment of the debt and agreed to pay the $52,304 balance on the closing of the transactions with Cody and its affiliate.

 

At closing of the above transactions, Deseo (to be renamed Cody Development Holdings, Inc.) will enter into a consulting agreement with Darmstadter, effective as of September 1, 2022, under which the consultant shall serve as a business development advisor and report to Mr. Ricks, as the new Chief Executive Officer. The agreement expires August 31, 2025; provided, that if (a) the consolidated net revenues of Deseo over the three-year term of the agreement equals or exceeds $15,000,000, and (b) the consolidated net revenues in the third anniversary year of the term ending August 31, 2025 equal or exceed consolidated net revenues in the second anniversary year of the Term ending August 31, 2024, the term of the agreement shall be extended to August 31, 2026; and provided further if consolidated net revenues in the anniversary year ending August 31, 2026 equal or exceed $15,000,000, then and in such event the term of this Agreement shall be extended to as late as August 31, 2027. In consideration for his services, Mr. Darmstadter shall receive an annual consulting fee equal to 2% of the consolidated net revenues of Deseo and its Cody subsidiary. Payable in cash on a monthly basis; provided that if mutually agreed upon such consulting fee may be paid in shares of Deseo common stock, valued at 100% of the closing price as traded on any national securities exchange or trading market at the time of issuance.

 

Closing of the transaction contemplated by the above agreements are subject to a number of conditions, including completion of the audited financial statements of Cody for the two years ended December 31, 2021 and unaudited interim financial statements for the two years six month periods ended June 30, 2022, as well as the preparation and filing with the SEC of a “jumbo” Form 8-K containing a full description of the business and management of Deseo and Cody and a description of the new board of directors of Deseo and its Cody subsidiary.

 

 
F-7

Table of Contents

    

NOTE 2 – GOING CONCERN

 

To date the Company has generated no revenues from its business operations and has incurred operating losses since inception.  As at June 30, 2022, the Company has a working capital deficit of $197,117 and has reported an accumulated deficit of $215,472.  The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses.  The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations.  Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern for a period of 12 months from the issue date of these financials.  The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

 

NOTE 3 – RELATED PARTY TRANSACTIONS

 

During the six months ended June 30, 2022, a Company shareholder paid $25,219 of expenses on behalf of the Company.. The total amount owing to the Company’s current CEO  and to a Company shareholder as of June 30, 2022 was $12,560 and $152,523 respectively. The balances due are unsecured and non-interest-bearing with no set terms of repayment.

 

During the period ending December 31, 2021 the former CEO sold/assigned their shareholder loan of $127,304 to a separate shareholder of the Company.  The balance due is unsecured and non-interest bearing with no set terms of repayment.

 

NOTE 4 – EQUITY

 

The Company has 1,000,000 preferred shares authorized with a par value of $0.001. The Company has 200,000,000 common shares authorized with a par value of $0.001 per share. 

 

On October 23, 2021, a Special Meeting of the Shareholders of the Company and the Board of Directors approved an Amendment to its Articles of Incorporation to authorize 1,000,000 shares of preferred stock, par value $0.001 per share. No shares have been issued to date.

 

Preferred Shares

 

Designation. The designation  of preferred stock shall be Series A Super Voting  Preferred Stock, $0.001 par value per share (the “Series A Super Voting Preferred Stock”);

 

Number of Shares. The number of shares of Series A Super Voting Preferred Stock authorized  shall be ten thousand (10,000) shares. Each share of Series A Super Voting Preferred Stock shall have a stated value equal to $0.001 (as may be adjusted for any stock dividends, combinations or splits with respect to such shares) (the “Series A Stated Value”);

 

Dividends. Initially, there will be no dividends due or payable on the Series A Super Voting Preferred Stock. Any future terms with respect to dividends shall be determined by the Board consistent with the Corporation’s Certificate of Incorporation. Any and all such future terms concerning dividends shall be reflected in an amendment to this Certificate, which the Board shall promptly file or cause to be filed.

 

On March 13, 2021, the Company filed a Certificate of Amendment to its Articles of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada increasing the authorized shares of common stock, par value $0.001, to 200,000,000.

 

 
F-8

Table of Contents

    

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

This section of this Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

 

Results of Operations

 

For the three-month periods ended June 30, 2022 and 2021, we had no revenue. Expenses for the three-month period ended June 30, 2022 totaled $11,585 resulting in a net loss of $11,585. The net loss for the three-month period ended June 30, 2022 is a result of general and administrative expense of $11,585, comprised of filing fees of $1,000; and professional fees of $10,585 comprised primarily of accounting and consulting fees.  Expenses for the comparative three-month period ended June 30, 2021 is a result of general and administrative expenses totaling $5,494 resulting in a net loss of $5,494 comprised of  $1,600 transfer agent expenses; filing fees of $1,000 and professional fees of $2,894 comprised primarily of accounting fees. The increase in expenses between June 30, 2022 and 2021 was primarily due to an increase in professional fees, between the two comparative periods.

 

For the six-month periods ended June 30, 2022 and 2021, we had no revenue. Expenses for the six-month period ended June 30, 2022 totaled $32,941 resulting in a net loss of $32,941. The net loss for the six-month period ended June 30, 2022 is a result of general and administrative expense of $32,941, comprised of filing fees of $1,146; and professional fees of $31,795 comprised primarily of accounting and consulting fees.  Expenses for the comparative six-month period ended June 30, 2021 is a result of general and administrative expenses totaling $15,545 resulting in a net loss of $15,545 comprised of  $1,700 transfer agent expenses; filing fees of $1,179 and professional fees of $12,666 comprised primarily of accounting fees and consulting fees. The increase in expenses between June 30, 2022 and 2021 was primarily due to an increase in professional fees, between the two comparative periods.

 

Capital Resources and Liquidity

 

No substantial revenues are anticipated until we have implemented our plan of operations. With the exception of cash advances from our sole Officer and Director, we have no other source for funding the Company at this time. We must raise cash to implement our strategy and stay in business.  If we are unable to raise additional funds, there is substantial doubt as to our ability to continue as a going concern.

 

As of June 30, 2022, we had $nil in cash as compared to $nil in cash at December 31, 2021. The funds available to the Company will not be sufficient to fund the planned operations of the Company and maintain operations. As of June 30, 2022, the Company’s sole officer and director, Mr. Michael Rosen, has loaned the Company $12,560 and a shareholder of the Company has loaned the Company $152,523.  Both parties have indicated they are willing to make additional financial commitments if required to maintain the operating status of the Company, in the form of a non-secured loan for the next twelve months if no other funds are obtained by the Company, but the total amount that they are willing to invest has not yet been determined and there is no contract or written agreement in place.

 

On September 30, 2021 the former CEO sold/assigned their shareholder loan of $127,304 to a separate shareholder of the Company. The balance due is unsecured and non-interest-bearing with no set terms of repayment.

 

Since our inception of April 20, 2015, we have started pre-launch operations, beginning with the design of our first line of swimwear under the brand name DS-Series. We have also initiated the design of our web-site and have launched the preliminary website during the period.  We are still in the process of sourcing third-party manufacturers to produce our swimwear line.

 

 
3

Table of Contents

 

Off-balance sheet arrangements

 

Other than the situation described in the section titled Capital Recourses and Liquidity, the company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the Company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

  

Item 4.  Controls and Procedures.

 

Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

 

As of the end of the period covered by this report (the “Evaluation Date”), the Company carried out an evaluation, under the supervision and with the participation of the Company's Principal Executive Officer and Principal Financial Officer (the “Certifying Officers”) of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in rules 13a-15(e) and 15d-15(e)) under the Exchange Act. Based on that evaluation, the Certifying Officers have concluded that, as of the Evaluation Date, the disclosure controls and procedures in place were not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported on a timely basis in accordance with applicable rules and regulations as a result of material weaknesses disclosed in our annual report on Form 10-K filed with the SEC on April 11, 2022.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

   

 
4

Table of Contents

 

PART II—OTHER INFORMATION

  

Item 1. Legal Proceedings.

 

Currently we are not involved in any pending litigation or legal proceeding.

  

Item 1A. Risk Factors.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

  

Item 2. Unregistered Sales of Securities and Use of Proceeds.

 

None

 

Item 3. Defaults Upon Senior Securities.

 

None

 

Item 4. Mine Safety Disclosures.

 

N/A

  

Item 5. Other Information.

 

None

 

 
5

Table of Contents

 

Item 6. Exhibits.

 

10.1

 

Stock Purchase Agreement

 

 

 

31.1

 

Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer

 

 

 

31.2

 

Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *

 

 

 

32.1

 

Section 1350 Certification of Chief Executive Officer

 

 

 

32.2

 

Section 1350 Certification of Chief Financial Officer **

 

 

 

101. INS

 

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

 

 

 

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document.

 

 

 

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

 

 

 

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document.

 

 

 

101.LAB

 

Inline XBRL Taxonomy Extension Labels Linkbase Document.

 

 

 

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

 

 

 

104

 

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

 

*     Included in Exhibit 31.1

**   Included in Exhibit 32.1

 

 
6

Table of Contents

 

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.

 

 

Deseo Swimwear Inc.

 

 

(Registrant)

 

 

 

 

 

Date: August 9, 2022

By

:/s/ Michael Rosen

 

 

 

Michael Rosen

 

 

 

President and Director

 

 

 

Principal and Executive Officer

 

 

 

Principal Financial Officer

 

 

 

Principal Accounting Officer

 

                                                                                                                                              

 
7

  



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