UNITED STATES

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

Date of Report (Date of earliest event reported): ~~July~~ 15February 17, ~~2022~~2023

DESEO SWIMWEAR INC.

(Exact name of registrant as specified in its charter)

Nevada		333-210419		47-3812711
(State or other jurisdictionof incorporation)		(~~CommissionFile~~Commission File Number)		(IRS EmployerIdentification No.)

~~1653~~1710 ~~Chatsworth~~Rhode ~~Blvd., San~~Island ~~Diego, California 92107~~Avenue NW 2nd floorWashington DC 20036 (Address of Principal Executive Offices)

(~~Address of Principal Executive Offices~~202) ~~(Zip Code)~~999-6598

~~1-800-390-3013~~Registrant’s telephone number, including area code

(Registrant's telephone number, including area code)

_______________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Title~~Item of1.01 ~~each~~Entry ~~class~~into ~~Trading~~a ~~Symbol(s)~~Material ~~Common~~Definitive ~~Stock DSWR~~Agreement

~~Indicate~~Effective byFebruary ~~check~~14, ~~mark~~2023, ~~whether~~Michael Rosen, the ~~registrant~~previous ismajority anshareholder ~~emerging~~of ~~growth~~Medicale ~~company~~Corp. as(the ~~defined~~“Company”), inentered ~~Rule~~into ~~405~~a ofstock purchase agreement for the ~~Securities~~sale ~~Act~~of 3,200,000 shares of ~~1933~~Common ~~(§230.405~~Stock of ~~this~~Jon ~~chapter~~Darmstadter (the “Shares”). Such ortransfer ~~Rule~~was ~~12b-2~~made so that Mr. Darmstadter could effectuate a transfer of the ~~Securities~~Shares ~~Exchange~~to ~~Act~~John ofIoannis ~~1934~~Neocleous. Effective ~~(§240~~Febraury 17, 2023, Mr.~~12b-2~~ Darmstadter entered into a stock purchase agreement for the sale of ~~this~~the ~~chapter).~~Shares ~~Emerging~~to ~~growth~~Mr. ~~company ☒~~Neocleous.

IfItem an1.02 ~~emerging~~Termination ~~growth~~of 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) ofMaterial ~~the~~Definitive ~~Exchange Act. ☐~~Agreement

~~Item~~In 5July 2022, Deseo and its affiliates entered into a series of agreements with Cody Development Corp,, a Louisiana corporation (“Cody”) and its sole shareholder Steven Ricks, pursuant to which Mr.01 Ricks contemplated the contribution to Deseo 100% of the capital stock of Cody to the Company. The ~~Change~~ageements inbetween ~~Control~~the Company and Cody and Mr. Ricks were terminated and waived as of February 17, 2023, and the ~~Registrant~~parties agreed to a mutual release of all claims related thereto.

~~Deseo~~Item ~~Swimwear Inc~~5.01 ~~(“Deseo”)~~Changes ~~was incorporated~~ in ~~the~~Control ~~State~~ of ~~Nevada on April 20, 2015 and established a fiscal year end of December 31st~~Registrant. Deseo was originally organized to design, manufacture and sell Dominican Republic inspired swimwear. However, to entry into the agreements described below Deseo was an inactive public company which did not have any revenues and did not operate any trade or business.

InThe ~~July~~disclosures ~~2022,~~set ~~Deseo~~forth ~~and its affiliates entered into a series of agreement which, if all conditions to closing shall occur, would result~~ in aItem ~~change~~1.01 ofabove ~~control~~are ofincorporated ~~Deseo~~by ~~and~~reference ~~its entry~~ into ~~the~~this ~~construction~~Item ~~business~~5.01.

OnThe ~~July~~stock ~~15,~~purchase ~~2022,~~agreements ~~Deseo~~between ~~entered~~Mr. ~~into~~Rosen ~~a contribution agreement (the “Contribution Agreement”) with Cody Development Corp,, a Louisiana corporation (“Cody”)~~ and ~~its sole shareholder Steven Ricks~~Mr. ~~Under~~ ~~the terms of the Contribution Agreement~~Darmstadter, ~~subject~~and tobetween ~~the satisfaction of the conditions to closing set forth therein,~~ Mr. ~~Ricks~~Darmstadter ~~agreed~~and ~~to contribute to Deseo 100% of the capital stock of Cody to Deseo~~Mr. ~~Based~~ inNeocleous ~~Louisiana,~~were ~~Cody~~consummated ~~is engaged in the construction business and is a subcontractor~~ on aFebruary ~~number~~14, of2023 ~~significant private~~ and ~~government~~February ~~construction~~17, ~~projects~~2023, respectively.

InAs a ~~related~~result ~~development, Ricks Investment entered into a stock purchase agreement, dated as~~ of ~~July 15, 2022, with Michael Rosen,~~ the ~~principal~~acquisition ~~stockholder and chief executive officer~~ of ~~Deseo (~~the ~~“Rosen Purchase Agreement”). Under the terms of the Rosen Purchase Agreement~~Shares, ~~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~~Neocleous. ~~Rosen~~holds ~~for~~approximately a54% ~~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~~outstanding ~~the~~shares ~~Note~~of isCommon ~~payable~~Stock ~~in installments~~ of ~~$20,000~~the ~~per month~~Company, ~~commencing September 30, 2022, for 10 months~~ and ~~$2,493~~ as asuch ~~final~~it ~~payment~~is atable ~~the~~to ~~end~~unilaterally ofcontrol the ~~12th~~election ~~month~~of ~~following~~our ~~the~~board ~~closing. The Note is secured by a pledge~~ of ~~the 38~~directors,~~500,000~~ ~~shares~~all ~~and~~matters asupon ~~monthly~~which ~~installment~~shareholder ~~payments~~approval ~~are~~is ~~made~~required onand, ~~the Note~~ultimately, athe ~~pro-rata~~direction ~~percentage~~ of ~~the~~our ~~shares are subject to release from the pledge~~Company.

~~Deseo~~Also iseffective ~~currently~~on ~~indebted~~February to17, ~~Jon~~2023, ~~Darmstadter~~the ~~(“Darmstadter”)~~previous ~~for~~sole ~~loans~~officer ~~made~~and indirector of the ~~amount~~Company, ofMichael ~~$127~~Rosen,~~304.~~ Onresigned ~~June~~his ~~23,~~positions ~~2022,~~with ~~Ricks~~the ~~Investments~~Company. Upon ~~paid~~such ~~$75~~resignations,~~000~~ onJohn ~~behalf~~Ioannis ofNeocleous ~~Deseo~~was inappointed ~~partial~~as ~~payment~~Chief ofExecutive ~~the~~Officer, ~~debt~~Chairman ~~and~~of ~~agreed to pay~~ the ~~$52~~Board,~~304~~ ~~balance~~Treasurer onand ~~the~~Secretary, ~~closing~~and Director of the ~~transactions with Cody and its affiliate~~Company.

AtItem ~~closing of the above transactions, Deseo (to be renamed Cody Development Holdings, Inc~~5.)02 ~~will~~Departure ~~enter into a consulting agreement with Darmstadter, effective as~~ of ~~September~~Directors 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~~Principal $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, 2026Officers; ~~and~~Election ~~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 basisDirectors; ~~provided~~Appointment ~~that if mutually agreed upon such consulting fee may be paid in shares~~ of ~~Deseo~~Principal ~~common stock, valued at 100% of the closing price as traded on any national securities exchange or trading market at the time of issuance~~Officers.

2The disclosures set forth in Item 5.01 above are incorporated by reference into this Item 5.02(a).

~~Closing~~The of the transactions 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 interim unaudited financial statements for the two 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~~background ~~management of Deseo and Cody and a~~ description of the ~~new~~newly ~~board~~appointed ofofficer ~~directors of Deseo~~ and ~~its~~director ~~Cody~~is ~~subsidiary.~~as follows:

~~Item~~John ~~5.02.~~Ioannis ~~Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.~~Neocleous

~~Upon~~A ~~consummation~~dual ofCanadian-Cyprus ~~the~~citizen, ~~above~~John ~~transactions,~~left ~~Ricks~~Cyprus ~~Investments~~after ~~will~~he ~~own~~completed his army service as a ~~minimum~~junior ofofficer ~~38,500,000~~in ~~shares~~1991. ofIn ~~the~~1994 ~~common~~he ~~stock~~graduated ofwith ~~Deseo~~honors orwith ~~approximately~~a ~~60%~~Bachelor of ~~the~~Law ~~then~~(LLB) ~~outstanding~~from ~~shares.~~the ~~Accordingly,~~University ~~Ricks~~of ~~Investments~~East orAnglia ~~its~~in ~~affiliate~~the ~~will~~UK. ~~have~~He ~~the~~followed ~~power~~that towith ~~appoint~~a ~~all~~graduate ofDiploma ~~the~~in ~~members~~Human ofRights ~~the~~and ~~board~~International ofCriminal ~~directors~~Law ofat ~~Deseo~~the ~~and~~European ~~all~~University ofInstitute ~~its~~in ~~executive~~Florence, ~~officers~~Italy. It isUpon ~~contemplated~~his ~~that~~return atto the ~~closing~~UK, ~~Michael~~he ~~Rosen~~was ~~shall~~offered ~~resign~~multiple asscholarships, ~~Chief~~and ~~Executive~~at ~~Officer~~the ~~and~~age aof ~~director,~~24 ~~Steven~~became ~~Ricks~~one ~~will~~of ~~become~~ the ~~new~~youngest ~~Chief~~lecturers ~~Executive~~at ~~Officer~~the University of ~~Deseo~~Sussex ~~and~~teaching ~~its~~Human ~~subsidiary~~Rights and ~~Mr.~~International ~~Ricks~~Criminal ~~and~~Law ~~his~~at ~~designees~~the ~~shall~~LLM ~~become~~program. ~~all~~He ofreceived ~~the~~his ~~members~~MPhil of(Master ~~the board~~ of ~~directors~~Philosophy) ofin ~~Deseo~~International ~~and~~Criminal ~~its~~Law ~~subsidiary~~in 1999.

The foregoing description of the agreements referred to above do not purport to describe all of the terms and are qualified in their entirety by reference to such agreements, which is filed as Exhibit 10.1 through 10.4 hereto and incorporated herein by reference.2

~~Item~~John 9is the owner and managing partner of NCI LAW GROUP since 1998.01 He has practiced law in over 40 countries globally and is currently licensed to practice law in Switzerland, the United Kingdom, the European Union and the United States. ~~Financial~~He ~~Statements~~is licensed by the Council of the Bars and ~~Exhibits~~Law Societies of the European Union (ECCBE – EU), the Solicitors Regulation Authority (SRA - UK), the Washington State Bar Association (WSBA - USA), the Ordre des Advocates Vaudois (OAV – Switzerland) the Cyprus Bar Association (CYBAR – Cyprus), the IBA (International Bar Association, and the Association Romande des Intermediaires Financiers (ARIF – Switzerland).

John was also the owner and Chief Executive Officer of NCI FINANCE LLC, a financial company engaged in the reception, transmission and execution of clients' orders in relation to a series of financial instruments directly with the Chicago Mercantile Exchange (dCME). ~~Exhibits~~NCI FINANCE LLC was licensed by the Cyprus Securities and Exchange Commission and was further authorized to provide financial services in 29 countries throughout the European Union and the United Kingdom.

Exhibit No.		Description
10.1		Stock purchase agreement between Ricks Investments, LLC and Michael Rosen for 38,500,000 shares of Deseo common stock.
10.2		Form of $202,493 Ricks Investment installment note and pledge agreement.
10.3		Contribution Agreement dated July 15, 2022, between Steven Ricks, Cody Development Corp. and Deseo.
10.4		Consulting agreement with Jon Darmstadter
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Item 8.01 Other Events.

3Change in Address of Company

~~SIGNATURES~~Effective February 17, 2023, the Company’s location and the location of the Company’s books and records has changed to 1710 Rhode Island Avenue NW, 2nd floor, Washington DC 20036.

~~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 hereunto duly authorized.~~3

Dated: July 18, 2022
DESEO SWIMWEAR, INC.
By:	/s/ Michael Rosen
Name:	Michael Rosen
Title:	Chief Executive Officer

SIGNATURES

4Pursuant 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 hereunto duly authorized.

Date: February 28, 2023	By:	/s/ John Neocleous
		Name: John Neocleous
		Title: President

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