UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	for the fiscal year ended December 31, 2021
	for the fiscal year ended December 31, 2022
or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transaction period from ___________ to __________

Commission File No. 333-210419

DESEO SWIMWEAR INC.
(Exact name of registrant as specified in its charter)

Nevada		47-3812711
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
(State or other jurisdiction ofincorporation or organization)		(I.R.S. EmployerIdentification No.)

~~1001~~1700 ~~Yamato~~Rhode ~~Road~~Island NW, ~~Suite~~2nd ~~100A~~Floor, ~~Boca Raton~~Washington, ~~Florida~~DC ~~33496~~20036

(Address of principal executive offices, Zip Code)

(~~800~~202) ~~390~~999-~~3013~~6598

(Registrant’s telephone number, including area code)

~~1653~~1001 ~~Chatsworth~~Yamato ~~Blvd.~~Road, ~~San~~Suite ~~Diego~~100A, ~~California~~Boca ~~92107~~Raton, Florida 33496

(Former name, former address and former fiscal year, if changed since last report)

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

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 ☒ ~~Emerging~~Smaller ~~growth~~reporting company ☐☒ ~~Smaller~~Emerging ~~reporting~~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 April 1117, ~~2022~~2023 the Company has 64,242,500 shares of common stock issued and outstanding.

DESEO SWIMWEAR INC.

TABLE OF CONTENTS

		Page
PART I
ITEM 1.	BUSINESS	4
ITEM 1A.	RISK FACTORS	6
ITEM 1B.	UNRESOLVED STAFF COMMENTS	6
ITEM 2.	PROPERTIES	6
ITEM 3.	LEGAL PROCEEDINGS	6
ITEM 4.	MINE SAFETY DISCLOSURES	6
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	7
ITEM 6.	SELECTED FINANCIAL DATA	7
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	7
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	9
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	10
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	1811
ITEM 9A.	CONTROLS AND PROCEDURES	1811
ITEM 9B.	OTHER INFORMATION	1912
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	2013
ITEM 11.	EXECUTIVE COMPENSATION	2013
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	2215
ITEM 13.	CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.	2215
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES.	2316
PART IV
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	2417
	SIGNATURES	2518

2 ~~Table of Contents~~

Use of Certain Defined Terms

Except as otherwise indicated by the context, references in this report to “Deseo Swimwear Inc.”, “we,” “us,” “our,” “our Company,”

Forward-Looking Statements

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved, and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Annual Report on Form 10-K and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Annual Report on Form 10-K. All subsequent written and oral forward-looking statements concerning other matters addressed in this Annual Report on Form 10-K and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Annual Report on Form 10-K.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

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PART I

ITEM 1. BUSINESS

Business Overview

Deseo Swimwear Inc. (“Deseo” or the “Company”) was incorporated in the State of Nevada on April 20, 2015. We are a designer, manufacturer and marketer of Dominican Republic inspired swimwear. Our swimwear will be used on the beach, as well as in general recreational settings. We ~~believe~~must ~~the~~raise ~~Deseo~~cash ~~Swimwear~~to ~~will~~implement ~~become~~our astrategy ~~recognized~~and ~~brand~~stay ~~name~~ in ~~the~~business. ~~Dominican~~In ~~inspired~~the ~~swimwear~~event ~~category.~~we ~~Founded~~do innot ~~April~~raise ofany ~~2015~~proceeds, wethe ~~have~~Company’s ~~cultivated~~existing ~~our~~cash ~~proposed~~will ~~brand~~not ~~image~~be ~~through~~sufficient ato ~~variety~~fund ofthe ~~innovative~~expenses ~~designs.~~related Weto ~~plan~~maintaining toa ~~have~~reporting ~~our~~status ~~swimwear~~and ~~manufactured~~to inimplement ~~the~~its ~~Dominican~~planned ~~Republic~~business. ~~and~~Accordingly, the ~~United~~Company ~~States~~intends to ~~the~~implement ~~highest~~a ~~specifications~~different inbusiness ~~quality, performance and styling~~plan.

~~The~~We ~~Company~~have ~~plans~~not toearned ~~sell~~any ~~its~~revenues ~~proposed high-end Dominican inspired swimwear product~~ to ~~boutique~~date. ~~retailers~~Our ~~and~~independent ~~niche~~registered ~~on-line~~public ~~stores~~accountant ~~primarily~~has inissued ~~North~~an ~~America~~audit ~~and~~opinion ~~then~~which ~~eventually~~includes ~~expand to~~ a ~~larger~~statement ~~international~~expressing ~~market~~substantial ifdoubt ~~successful. The Company plans to launch its website~~ as ~~an advertising tool~~ to ~~drive~~our ~~potential~~ability ~~customers~~ to ~~our~~continue ~~expected~~as ~~boutique~~a ~~retailers~~going ~~and niche on-line stores who we expect to sell our products~~concern.

~~Since~~Subsequent ~~our~~to ~~inception~~the ofyear ~~April~~end 20on March 24, ~~2015~~2023, wethe ~~have~~Company ~~started~~entered ~~pre-launch~~into ~~operations,~~an ~~beginning~~IP Asset Contribution Agreement (“IP Contribution Agreement”) with ~~the~~Blue ~~designing~~Circle ofEnterprises ~~our~~B.V., ~~first~~a ~~line~~private oflimited ~~swimwear~~liability ~~under~~company (the ~~brand~~“Contributor”), ~~name~~to ~~DS-Series.~~effect Wethe ~~have~~acquisition ~~also~~of ~~initiated~~certain of the ~~design~~Contributor’s ofintellectual ~~our~~property ~~web-site~~assets, ~~and~~including ~~begun~~patents ~~sourcing~~pending, ~~third-party~~patents ~~manufacturers~~in topreparation, ~~produce~~proprietary ~~our~~technology, ~~swimwear~~development ~~line~~plans, and contractual rights (the “Acquired Technology”).

WeTermination ~~will~~of ~~need~~Material ~~additional funding to implement our marketing and operational plans.~~Contract

~~Product~~Subsequent to the year end February 17, 2023, 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. Ricks contemplated the contribution to Deseo 100% of the capital stock of Cody to the Company. The agreements between the Company and Cody and Mr. Ricks were terminated and waived as of February 17, 2023, and the parties agreed to a mutual release of all claims related thereto.

Our Deseo Swimwear-branded planned portfolio of DS-Series1, DS-Series2 and DS-Series3 swimwear are designed for the highest levels of performance, styling, and enjoyment for both recreation and beachwear use. The DS-Series1 and DS-Series2 are geared towards the consumer seeking the most premium swimwear experience that we expect to offer, and generally command a price premium over our competitor’s swimwear at retail prices ranging from approximately $100 to $200. The DS-Series3 brand is planned to be an entry-level consumer with expected retail pricing from approximately $20 to $75. Our initial product lines will be for women as they account for approximately 70% of the swimwear market.

The Deseo collections are designed to be interchangeable, making the most out of each suit. Any customer that makes two purchases will in effect have four swimsuits. Customers will be given the opportunity to purchase a la carte (one piece at a time), so they can add to their existing collections if they only want a particular top or bottom. Pieces will be able to be worn for day and evening wear components. We have completed the initial design of our DS-Series1 and are in the process of third-party manufacturer to produce our sample prototypes prior to going into production for sale. The DS-Series2 and DS-Series3 will be introduced as funding becomes available.

The designs and styles we expect to be recognizable and become synonymous with Deseo Swimwear as a high-end fashion statement to be made on the beach, at the pool and on vacation.

Corporate History

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.

Subsequent to the year end on February 17, 2023, the previous sole officer of the Company, Michael Rosen, resigned his positions with the Company. Upon his resignations, John Ioannis Neocleous was appointed as Chief Executive Officer, Chairman of the Board and Treasurer and Secretary and Director of the Company.

Subsequent to the year end on March 24, 2023, The Company entered into an IP Asset Contribution Agreement (“IP Contribution Agreement”) with Blue Circle Enterprises B.V., a private limited liability company (the “Contributor”), to effect the acquisition of certain of the Contributor’s intellectual property assets, including patents pending, patents in preparation, proprietary technology, development plans, and contractual rights (the “Acquired Technology”).

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Recent Developments

Capital Stock

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

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.

~~Industry~~Subsequent ~~Analysis/Competition~~to the year end, on March 23, 2023 the Company obtained written consent by the holder of the majority of the voting power of the Company's capital stock approving the filing of a Certificate of Amendment to its Amended Articles of Incorporation with the Secretary of State of the State of Nevada to increase the authorized shares of common stock from 200,000,000 to 500,000,000.

Market/Competition Analysis

During 2021, retail sales of new swimwear globally totaled $18.5 billion according to the NPD Group. Of the categories defined and tracked by the NPD Group, we believe our addressable market includes swimwear categories including Women’s Swimwear, Men’s Swimwear, Girls’ Swimwear and Boys’ Swimwear. For 2020, the market share of retails sails of new Women, Men, Girls and Boys Swimwear in the U.S. were 70%, 17%, 10% and 4% respectively. As a result, we believe the total annual addressable market for our proposed products in the U.S. alone in greater than $4 billion.

Major drivers for the swimwear and beachwear market include relaxed dress codes, increasing interest in body care, social mobility, and acceptance of swimming as relaxing pastime for an aging population and improved performance and innovation in swimwear materials by the textile industry. In particular woman are adopting healthier lifestyles-think CrossFit, yoga, boot camps – and syncing their diets around the farm-to-table phenomena-farmer markets, detox cleanses, growth of beauty and spa industry has fueled the increased sell of swimwear and beachwear as people and in particular woman want to expose their body. The market continues to morph into a year-round business, keeping companies on their toes to produce the right amount of new styles and skis.

Europe and the United States exhibit the largest swimwear market, however Asian countries such as China are experiencing the fastest growth in recent years.

Competition

The swimwear industry has many competitors some of our competitors may have greater access to capital than we do and may use these resources to engage in aggressive advertising and marketing campaigns. The prevalence of aggressive advertising and promotion may generate pricing pressures to which we must respond. We expect that competition will continue to increase. We might not be able to compete with large companies if they were to drive prices down for the swimwear market.

The swimwear market remains challenging with a significate number of key players and an ever-expanding number of niche players. Consumers are demanding products that offer comfort, quality and safety and they are ready to spend on premium products. Swimwear companies who have focused primarily on competing at price have seen a decline in their percentage of the market. Those brands that are focused on design innovation and newness, there continues to be opportunity.

The key and niche players operating in the global swimwear and beachwear market include Arena Italia S.p.A, Diana Sport, Eveden Group, Jantzen, Inc., La Peral Group, NOZONE Clothing Limited, O’Neill, Inc., PARAH S.p.A., Pentland Group plc., Speedo International Ltd., Perry Ellis International, Inc., Quicksilver, Inc., Seafolly, Seaspray Swimwear, Tefron, TYR Sport and PVH Corp.

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Marketing Strategy

The primary strategies of Deseo Swimwear Inc. are:

· Sell our proposed high-end Dominican Republic inspired swimwear product to boutique retailers and niche on-line stores. · Attend Swimwear trade shows and display our proposed swimwear line at those shows, allowing us to access our target market retailers and consumers at the same time. During the next 18 months Deseo Swimwear In. expects to attend at least two swimwear trade shows; The Miami Swim Show, held annually in in Miami, Florida. Considered to be the largest swimwear trade show in the world. The second show is the Swim Collective Trade Show held annually in Huntington Beach, California. · Locate a third-party sales representative to help market out swimwear line. · Our online marketing strategy will rely on our website to provide product information and answer questions our customers may have about our product. · Search Engines we will hire a firm that will assist in Search Engine Optimization (“SOE”). This will assist Deseo to achieve a top search engine ranking to get targeted traffic to our website and potentially increase business leads. · Social Media we intend to have a presence with a Facebook page, Twitter Account and Instagram.

The Company will need additional funding to implement its marketing and manufacturing plans.

Patent and Trademarks

We do not currently own any domestic or foreign patents relating to our proposed products.

Employees

As of December 31, ~~2021~~2022, other than its President, Mr. Michael Rosen, the Company has no other employees. Subsequent to the yearend on February 17, 2023, Mr. Michael Rosen resigned all his positions and with the Company. Upon his resignations, John Ioannis Neocleous was appointed as Chief Executive Officer, Chairman of the Board, Treasurer and Secretary, and Director of the Company.

ITEM 1A. RISK FACTORS

As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable to a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

ITEM 2. PROPERTIES

The Company does not own any real estate or other properties and has not entered into any long-term lease or rental agreements for property.

ITEM 3. LEGAL PROCEEDINGS

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or stockholder is a party adverse to the Company or has a material interest adverse to the Company. Our address for service of process is ~~1001~~1710 ~~Yamato~~Rhode ~~Road,~~Island ~~Suite~~Avenue ~~100A~~NW, ~~Boca~~2nd ~~Raton~~floor, ~~Florida~~Washington ~~33496~~DC, 20036..

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

Market Information

Our common stock was not quoted on any exchange or trading platform and therefore no data is available for the periods ended December 31, ~~2021~~2022 and December 31, ~~2020~~2021.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable to a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and the accompanying notes thereto included in “Item 8. Financial Statements and Supplementary Data.” In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See “Forward-Looking Statements.” Our results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors.

Plan of Operations

~~For~~Termination ~~the next 12 to 18 months, all~~ of ~~our~~Material operations will be performed by our sole officer and director, Michael Rosen. During that period will out-source third party contractors to design our website, manufacturer our sample line of swimwear, and engage a manufacturer representative(s) to market our line to retail boutiques and on-line stores. The manufacturer representatives will be independent contractors compensated solely in the form of commissions, calculated as a percentage revenue generated from sales our proposed line of swimwear. We will also intend to have a strong presence on social media, such as Facebook and Instagram.Contract

Subsequent to the year end February 17, 2023, 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. Ricks contemplated the contribution to Deseo 100% of the capital stock of Cody to the Company. The agreements between the Company and Cody and Mr. Ricks were terminated and waived as of February 17, 2023, and the parties agreed to a mutual release of all claims related thereto.

Change of Control

Entry into a Material Definitive Agreement

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Going Concern

Conditions exist that raise substantial doubt about our ability to continue as a going concern due to our recurring losses from operations, deficit in equity, and the need to raise additional capital to fund operations. The “going concern” opinion could impair our ability to finance our operations through the sale of debt or equity securities.

Results of Operations

Fiscal Year Ended December 31, ~~2021~~2022 compared to Year Ended December 31, ~~2020~~2021

We did not earn any revenues for the year ended December 31, ~~2021~~2022 and December 31, ~~2020~~2021.

Expenses for the year ended December 31, ~~2021~~ 2022 consisting primarily of office and general ~~expenses totaled $36,444 and less other income~~ expense of $948,~~250~~450 ~~from~~for ~~forgiveness of accounts payable resulting in~~ a net loss of $2748,~~194~~450. The ~~2021~~2022 expenses were comprised of ~~$30,106 in~~ professional fees; ~~filing fees~~ of $246,~~398;~~ 235 and ~~transfer~~filing ~~agent~~fees ~~expenses~~ of $32,~~940;~~215. ~~less~~Compared ~~other~~to ~~income~~expenses ~~of $9,250 from forgiveness of accounts payable. Expenses~~ for the ~~Year~~year ended December 31, ~~2020~~ 2021, consisting primarily of office and general expenses total $36,444 and less other income of $419,~~180,~~250 from forgiveness of accounts payable resulting in a net loss of $4127,~~180~~194. The ~~2020~~2021 expenses were comprised of $3530,~~881~~106 in professional fees; filing fees of $42,~~149~~398; and transfer agent ~~fees~~expenses of $13,~~150~~940; ~~The~~less ~~decrease~~other inincome ~~office~~of ~~and~~$9,250 ~~general~~from forgiveness of accounts payable. The increase in expenses from fiscal ~~2021~~2022 to fiscal ~~2020~~2021 was primarily due to an increase in ~~other~~professional ~~income~~fees due to ~~professional~~the ~~fees~~potential acquisition.

Capital Resources and Liquidity

Since our director may be unwilling or unable to loan or advance us additional capital, we believe that if we do not raise additional capital over the next 12 months following the filing of this annual report, we may be required to suspend or cease the implementation of our business plans.

As of December 31, ~~2021~~2022, we had $nil of cash compared to $~~1,611~~nil of cash as of December 31, ~~2020~~2021. We anticipate that our current cash and cash equivalents and cash generated from financing activities will be insufficient to satisfy our liquidity requirements for the next 12 months. To date, the Company has incurred operating losses since inception of $~~182~~230,~~531~~981. As at December 31, ~~2021~~2022, the Company has working capital deficit of $~~164~~212,~~176~~626.

The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses. Management has expressed substantial doubt about our ability to continue as a going concern. 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. 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.

We expect to incur marketing, professional, and administrative expenses as well expenses associated with maintaining our filings with the Commission. We will require additional funds during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results. Additional funding may not be available on favorable terms, if at all. The Company intends to continue to fund its business by way of equity or debt financing and advances from related parties. Any inability to raise capital as needed would have a material adverse effect on our business, financial condition and results of operations.

If we cannot raise additional funds, we will have to cease business operations. As a result, investors in the Company’s common stock would lose all of their investment.

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Off Balance Sheet Arrangements

There are no off-balance sheet arrangements currently contemplated by management or in place that are reasonably likely to have a current or future effect on the business, financial condition, changes in financial condition, revenue or expenses, result of operations, liquidity, capital expenditures and/or capital resources.

Recent Accounting Standards

The Company has implemented all new accounting standards that are in effect and that may impact its financial statements and does not believe that there are any other new accounting standards that have been issued that might have a material impact on its financial position or results of operations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The full text of the Company’s audited financial statements for the fiscal year ended December 31, ~~2021~~2022 and December 31, ~~2020~~2021, begins on page F-1 of this Annual Report on Form 10-K.

DESEO SWIMWEAR INC.

FINANCIAL STATEMENTS

CONTENTS

Report of Independent Registered Public Accounting Firm (firm ID 5036)		F-1
Balance Sheets – As of December 31, 2021 and 2020		F-2
Balance Sheets – As of December 31, 2022 and 2021		F-2
Statements of Operations – Years ended December 31, 2021 and 2020		F-3
Statements of Operations – Years ended December 31, 2022 and 2021		F-3
Statements of Changes in Stockholders’ Deficit – Years ended December 31, 2021 and 2020		F-4
Statements of Changes in Stockholders’ Deficit – Years ended December 31, 2022 and 2021		F-4
Statements of Cash Flows – Years ended December 31, 2021 and 2020		F-5
Statements of Cash Flows – Years ended December 31, 2022 and 2021		F-5
Notes to Financial Statements		F-6

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Deseo Swimwear, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Deseo Swimwear, Inc. (the Company) as of December 31, ~~2021~~2022 and ~~2020~~2021, and the related statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, ~~2021~~2022, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2021~~2022 and ~~2020~~2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, ~~2021~~2022, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has a working capital deficit of $~~164~~212,~~176~~626 and has reported an accumulated deficit of $~~182~~230,~~531~~981. The Company had a net loss of $2748,~~194~~450 and had net cash used in operating activities of $4037.638,~~434,~~ for the year ended December 31, ~~2021~~2022. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

We did not identify any critical audit matters that need to be communicated.

We have served as the Company’s auditor since 2022. Margate, FloridaApril 1126, ~~2022~~2023

ASSURANCE DIMENSIONS CERTIFIED PUBLIC ACCOUNTANTS & ASSOCIATES

also d/b/a McNAMARA and ASSOCIATES, PLLC

TAMPA BAY: 4920 W Cypress Street, Suite 102 | Tampa, FL 33607 | Office: 813.443.5048 | Fax: 813.443.5053

JACKSONVILLE: 4720 Salisbury Road, Suite 223 | Jacksonville, FL 32256 | Office: 888.410.2323 | Fax: 813.443.5053

ORLANDO: 1800 Pembrook Drive, Suite 300 | Orlando, FL 32810 | Office: 888.410.2323 | Fax: 813.443.5053

SOUTH FLORIDA: 2000 Banks Road, Suite 218 | Margate, FL 33063 | Office: 754.800.3400 | Fax: 813.443.5053

www.assurancedimensions.com

F-1 Table of Contents

DESEO SWIMWEAR INC.

BALANCE SHEETS

As of December 31, ~~2021~~2022 and ~~2020~~2021

	December 31, 2021			December 31,2020
	December 31, 2022			December 31,2021
ASSETS
CURRENT ASSETS
Cash	$	-		$	~~1,611~~-
TOTAL ASSETS	$	-		$	~~1,611~~-
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable	$	2435,~~312~~124		$	3724,~~552~~312
Due to related party		~~139~~177,~~864~~502			~~101~~139,~~041~~864
TOTAL LIABILITIES		~~164~~212,~~176~~626			~~138~~164,~~593~~176
Commitments and Contingencies (Note 2)
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.001 par value, 1,000,000 shares authorized None issued and outstanding		-			-
Preferred stock, $0.001 par value, 1,000,000 shares authorized
Common stock, $0.001 par value, 200,000,000 shares authorized, 64,242,500 shares issued and outstanding		64,242			64,242
None issued and outstanding		-			-
Common stock, $0.001 par value, 500,000,000 shares authorized,
64,242,500 shares issued and outstanding		64,242			64,242
Additional paid-in capital (deficiency)		(45,887	)		(45,887	)
Accumulated deficit		(~~182~~230,~~531~~981	)		(~~155~~182,~~337~~531	)
TOTAL STOCKHOLDERS’ DEFICIT		(~~164~~212,~~176~~626	)		(~~136~~164,~~982~~176	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	-		$	~~1,611~~-

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

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DESEO SWIMWEAR INC.

STATEMENTS OF OPERATIONS

For the Years ended December 31, ~~2021~~2022 and ~~2020~~2021

	Year endedDecember 31, 2021			Year ended, December 31, 2020
	Year endedDecember 31,2022			Year ended,December 31,2021
OPERATING EXPENSES
General and administrative	$	3648,~~444~~450		$	4136,~~180~~444
TOTAL OPERATING EXPENSES		(3648,~~444~~450	)		(4136,~~180~~444	)
Forgiveness of accounts payable		~~9,250~~-			-9,250
NET LOSS	$	(2748,~~194~~450	)	$	(4127,~~180~~194	)
LOSS PER COMMON SHARE - BASIC AND DILUTED	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED		64,242,500			64,242,500

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

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DESEO SWIMWEAR INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

Years Ended December 31, ~~2021~~2022 and ~~2020~~2021

	Common Stock				~~Additional~~AdditionalPaid-in
	Number of shares		Amount		Paid-in Capital (deficiency)			AccumulatedDeficit			Total
	Number ofshares		Amount		Capital(deficiency)			AccumulatedDeficit			Total
Balance, December 31, 2019		64,242,500		64,242		(45,887	)		(114,157	)		(95,802	)
Net loss		-		-		-			(41,180	)		(41,180	)
Balance, December 31, 2020		64,242,500		64,242		(45,887	)		(155,337	)		(136,982	)
Net loss		-		-		-			(27,194	)		(27,194	)
Balance, December 31, 2021		64,242,500	$	64,242	$	(45,887	)	$	(182,531	)	$	(164,176	)
Net loss				-		-			(48,450	)		(48,450	)
Balance, December 31, 2022		64,242,500	$	64,242	$	(45,887	)	$	(230,981	)	$	(212,626	)

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

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DESEO SWIMWEAR INC.

STATEMENTS OF CASH FLOWS

For Years ended December 31, ~~2021~~2022 and ~~2020~~2021

	Year ended December 31, 2021			Year ended December 31, 2020
	Year endedDecember 31,2022			Year endedDecember 31,2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2748,~~194~~450	)	$	(4127,~~180~~194	)
Adjustments to reconcile net loss to net cash used in operating activities:
Forgiveness of accounts payable		~~(9,250~~-	)		(9,250	)
Changes in operating assets and liabilities:
Accounts payable		(310,~~990~~812	)		14(3,~~685~~990	)
NET CASH USED IN OPERATING ACTIVITIES		(4037,~~434~~638	)		(2640,~~495~~434	)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related party		3837,~~823~~638			2638,~~495~~823
NET CASH PROVIDED BY FINANCING ACTIVITIES		3837,~~823~~638			2638,~~495~~823
NET CHANGE IN CASH		~~(1,611~~-	)		-(1,611	)
CASH, BEGINNING OF PERIOD		~~1,611~~-			1,611
CASH, END OF PERIOD	$	-		$	~~1,611~~-

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

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DESEO SWIMWEAR INC

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, ~~2021~~2022 AND ~~2020~~2021

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

The Company

Basis of Presentation

These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.

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 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 (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 (loss) per share are the same as basic (loss) per share due to the lack of dilutive items in the Company. As of December 31, 2022 and 2021, there were no common stock equivalents outstanding.

The basic 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 (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 (loss) per share are the same as basic (loss) per share due to the lack of dilutive items in the Company. As of December 31, 2021 and 2020, there were no common stock equivalents outstanding.

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 carry-forwards. 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.

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Income Taxes

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 pronouncements to have a material impact on its financial statements.

~~Subsequent~~NOTE ~~Events~~2 – COMMITMENTS

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, Mr. Ricks agreed to contribute to Deseo 100% of the capital stock of Cody to Deseo. The Company ~~has~~was ~~evaluated~~then ~~subsequent~~indebted ~~events~~to ~~through~~Jon Darmstadter a significant shareholder of the ~~date~~Company(“Darmstadter”) for loans made in the ~~financial~~amount ~~statements~~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. The transactions proposed by the Contribution Agreement, and all related agreements, were ~~issued~~not ~~for~~consummated. Subsequent ~~disclosure~~to ~~purposes~~the year end, the Contribution Agreement, and all related agreements, between the Company and Cody and Mr. Ricks were terminated and waived as of February 17, 2023, and the parties agreed to a mutual waiver and release of all claims related thereto. As part of the wavier and released, Mr Ricks was paid the $75,000 he previously paid to Mr. Darmstadter on behalf of the Company.

NOTE 23 – GOING CONCERN

To date the Company has generated no revenues from its business operations and has incurred operating losses since inception. As at December 31, ~~2021~~2022, the Company has a working capital deficit of $~~164~~212,~~176~~626 and has reported an accumulated deficit of $~~182~~230,~~531~~981. 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. On December 31, 2021, ONE vendors of the Company forgave outstanding accounts payable to the Company totaling $9,250. The Company recognized $9,250 of gain on forgiveness of accounts payable in other income on the statement of operations during the current period. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. 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 34 – RELATED PARTY TRANSACTIONS

~~During~~At ~~the year ended~~ December 31, ~~2021~~2022 and ~~2020~~2021, the Company’s owed a former CEO ~~paid~~ $26127,~~263~~304 ~~and~~for ~~$19,000, respectively, of~~ expenses paid on behalf of the Company. The ~~total~~Company ~~amount~~also ~~owing~~owed toanother ~~the Company’s~~ former CEO ~~was~~ $~~127~~12,~~304~~560 for expenses paid behalf of the Company as of December 31, ~~2021~~2022. In ~~The~~additional, the Company’s ~~current~~owed ~~CEO~~a ~~paid~~shareholder $1237,~~560~~638 offor expenses paid on behalf of the Company ~~the~~(which ~~total~~shareholder ~~amount~~acquired ~~owing~~the debt owed to the ~~Company’s~~former ~~current~~ CEO in the amount of $127,304 and as a result, such shareholder is owed an aggregate of $12164,~~560~~942 as of December 31, ~~2021~~2022). The balances due are unsecured and non-interest-bearing with no set terms of repayment.

~~During~~NOTE ~~the~~5 ~~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.EQUITY

~~NOTE~~The 4Company –has ~~EQUITY~~1,000,000 preferred shares authorized with a par value of $0.001. The Company has 500,000,000 common shares authorized with a par value of $0.001 per share.

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.

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Preferred Shares

Designation. The designation of said series 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.

~~F-7~~Dividends. ~~Table~~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 ~~Contents~~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.

~~NOTE~~On 4March –13, ~~EQUITY~~2021, the Company filed a Certificate of Amendment to its Articles of Incorporation (~~continued~~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.

~~NOTE~~Subsequent 5to –the ~~INCOME~~year ~~TAXES~~end, and on March 23, 2023 the Company obtained written consent by the holder of the majority of the voting power of the Company's capital stock approving the filing of a Certificate of Amendment to its Amended Articles of Incorporation with the Secretary of State of the State of Nevada to increase the authorized shares of common stock from 200,000,000 to 500,000,000.

~~The~~NOTE ~~significant~~6 ~~components~~– ofINCOME ~~deferred income tax assets at December 31, 2021 and 2020 are as follows:~~TAXES

	December 31, 2021			December 31, 2020
Net operating loss carry-forward	$	38,439		$	32,618
Less: valuation allowance		(38,329	)		(32,618	)
Net deferred income tax asset	$	-		$	-

The significant components of deferred income tax assets at December 31, 2022 and 2021 are as follows:

The amount taken into income as deferred income tax assets must reflect that portion of the income tax loss carry forwards that is more likely-than-not to be realized from future operations. The Company has chosen to provide a full valuation allowance against all available income tax loss carry forwards. The Company has recognized a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. The valuation allowance is reviewed annually. When circumstances change and which cause a change in management’s judgment about the realizability of deferred income tax assets, the impact of the change on the valuation allowance is generally reflected in current income.

	December 31, 2022			December 31, 2021

Net operating loss carry-forward	$	48,614		$	38,439
Less: valuation allowance		(48,614	)		(38,439	)

Net deferred income tax asset	$	-		$	-

AsThe ofamount ~~December~~taken ~~31,~~into ~~2021,~~income ~~and~~as ~~2020,~~deferred income tax assets must reflect that portion of the income tax loss carry forwards that is more likely-than-not to be realized from future operations. The Company has nochosen ~~unrecognized~~to provide a full valuation allowance against all available income tax ~~benefits~~loss carry forwards. The Company’s ~~policy~~has ~~for~~recognized ~~classifying~~a ~~interest~~valuation ~~and~~allowance ~~penalties~~for ~~associated~~the ~~with~~deferred ~~unrecognized~~ income tax ~~benefits~~asset issince tothe ~~include~~Company ~~such~~cannot ~~items~~be asassured ~~tax~~that ~~expense.~~it Nois ~~interest~~more orlikely ~~penalties~~than ~~have~~not ~~been~~that ~~recorded~~such ~~during~~benefit ~~the~~will ~~year~~be ~~ended~~utilized ~~December~~in ~~31,~~future ~~2021~~years. ~~and~~The ~~December~~valuation ~~31,~~allowance ~~2020~~is ~~and~~reviewed noannually. ~~interest~~When orcircumstances ~~penalties~~change ~~have~~and ~~been~~which ~~accrued~~cause asa ofchange ~~December~~in ~~31,~~management's ~~2021~~judgment ~~and~~about ~~2020.~~the Asrealizability of ~~December~~deferred ~~31,~~income ~~2021,~~tax ~~and 2020~~assets, the ~~Company~~impact ~~did~~of ~~not~~the ~~have~~change ~~any~~on ~~amounts~~the ~~recorded~~valuation ~~pertaining~~allowance tois ~~uncertain~~generally ~~tax~~reflected ~~positions~~in current income.

AAs ~~reconciliation~~ of December 31, 2022, and 2021, the ~~provision~~Company has no unrecognized income tax benefits. The Company’s policy for classifying interest and penalties associated with unrecognized income ~~taxes~~tax atbenefits ~~the~~is ~~United~~to ~~States~~include ~~federal~~such ~~statutory~~items ~~rate~~as ~~for~~tax expense. No interest or penalties have been recorded during the ~~years~~year ended December 31, 2022 and December 31, 2021 and ~~2020~~no isinterest or penalties have been accrued as ~~follows:~~of December 31, 2022 and 2021. As of December 31, 2022, and 2021, the Company did not have any amounts recorded pertaining to uncertain tax positions.

	December 31, 2021			December 31, 2020
Net loss before income taxes per financial statements	$	(27,194	)		(41,170	)
Income tax rate		21	%		21	%
Income tax benefit at statutory rate		(5,711	)		(8,646	)
Valuation allowance		5,711			8,646
Provision for income taxes	$	-			-

The Company has not filed its federal and state tax returns for the years ended December 31, 2021, The Net operating losses (“NOLs”) for these years will not be available to reduce future taxable income until the returns are filed. Assuming these returns are filed, as of December 31, 2021, the Company had approximately $172,000 of federal net operating losses that may be available to offset future taxable income. The net operating loss carry-forward arising in taxable years beginning before December 31, 2017 will begin to expire in the year 2035. For losses arising in taxable years beginning after December 31, 2017, the net operating loss carryforward has an indefinite life. However, the utilization of the net operating loss carryforward is limited to 80% of taxable income.

Management will be taking on a project to file delinquent tax returns in the upcoming reporting periods and updated values will be disclosed in the following reporting periods.

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Table of Contents

A reconciliation of the provision for income taxes at the United States federal statutory rate for the years ended December 31, 2022 and 2021 is as follows:

	December 31, 2022			December 31, 2021

Net loss before income taxes per financial statements	$	(48,450	)		(27,194	)
Income tax rate		21	%		21	%
Income tax benefit at statutory rate		(10,175	)		(5,711	)
Valuation allowance		10,175			5,711

Provision for income taxes	$	-			-

The Company has not filed its federal and state tax returns for the years ended December 31, 2022, The Net operating losses (“NOLs”) for these years will not be available to reduce future taxable income until the returns are filed. Assuming these returns are filed, as of December 31, 2022, the Company had approximately $190,000 of federal net operating losses that may be available to offset future taxable income. The net operating loss carry-forward arising in taxable years beginning before December 31, 2017 will begin to expire in the year 2035. For losses arising in taxable years beginning after December 31, 2017, the net operating loss carryforward has an indefinite life. However, the utilization of the net operating loss carryforward is limited to 80% of taxable income.

NOTE 7 – SUBSEQUENT EVENTS

Termination of Material Contract

Subsequent to the year end, the agreements between the Company and Cody and Mr. Ricks described herein were terminated and waived as of February 17, 2023, and the parties agreed to a mutual release of all claims related thereto.

Changes in Control

On February 14, 2023, Mr. Rosen sold his shares of common stock to Mr. Darmstadter pursuant to a stock purchase agreement. On February 17, 2023, Mr. Darmstadter sold such shares to Mr. Neocleous pursuant to a stock purchase agreement. As a result of the acquisition of the Shares, Mr. Neocleous. holds approximately 54% of the issued and outstanding shares of Common Stock of the Company, and as such it is able to unilaterally control the election of our board of directors, all matters upon which shareholder approval is required and, ultimately, the direction of our Company.

On February 17, 2023, the previous sole officer and director of the Company, Michael Rosen, resigned his positions with the Company. Upon such resignations, Mr. Neocleous was appointed as Chief Executive Officer, Chairman of the Board, Treasurer and Secretary, and Director of the Company.

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Table of Contents

NOTE 7 – SUBSEQUENT EVENTS (continued)

Equity

Subsequent to the year end, on March 24, 2023, the Company obtained written consent by the holder of the majority of the voting power of the Company's capital stock approving the filing of a Certificate of Amendment to its Amended Articles of Incorporation with the Secretary of State of the State of Nevada to increase the authorized shares of common stock from 200,000,000 to 500,000,000.

Entry into a Material Definitive Agreement

On March 24, 2023, the Company entered into an IP Asset Contribution Agreement (“IP Contribution Agreement”) with Blue Circle Enterprises B.V., a private limited liability company, which is controlled by Mr. Neocleous (the “Contributor”), pursuant to which the Company acquired certain of the Contributor’s intellectual property assets, including patents pending, patents in preparation, proprietary technology, development plans, and contractual rights, in exchange for the issuance of 240,000,000 shares of Company common stock. The IP Asset Contribution Agreement is filed as an exhibit the Form 8-K.filed on March 28, 2023 with the SEC.

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Table of Contents

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISLCOSURES

There have been no changes in or disagreements with accountants regarding our accounting, financial disclosures or any other matter.

ITEM 9A. 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.

In connection with this annual report, as required by Rule 13a -15d and 15d-15e under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company’s management, including our company’s principal executive officer and principal financial officer. Based upon that evaluation, our company’s principal executive officer and principal financial officer concluded that as of December 31, ~~2021~~2022 our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

Management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in SEC guidance on conducting such assessments as of the end of the period covered by this report. Management conducted the assessment based on certain criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. As of December 31, ~~2021~~2022, our controls over our financial reporting were not effective due to the existence of material weaknesses in our internal controls over financial reporting.

The matters involving internal controls and procedures that the Company’s management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company’s Principal Executive Officer in connection with the audit of our financial statements as of December 31, ~~2021~~2022 and communicated the matters to our management.

Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an affect on the Company’s financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the Company’s determination to its financial statements for the future years.

1811 Table of Contents

We are committed to improving our financial organization. As part of this commitment, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company’s Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the company may encounter in the future.

We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting

There were no changes that have affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the quarter ended December 31, ~~2021~~2022.

Subsequent to the year end, on February 17, 2023, the previous sole officer and director of the Company, Michael Rosen, resigned his positions with the Company. Upon such resignations, John Ioannis Neocleous was appointed as Chief Executive Officer, Chairman of the Board, Treasurer and Secretary, and Director of the Company.

ITEM 9B. OTHER INFORMATION

None

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our executive officers and director are as follows:

Name	Age	Position
Michael Rosen	54	President, Chief Executive Officer, Treasurer, Secretary, Chief Financial Officer and Chairman of the Board of Directors
John Neocleous*	51	President, Chief Executive Officer, Treasurer, Secretary, Chief Financial Officer and Chairman of the Board of Directors
Michael Rosen*	55	President, Chief Executive Officer, Treasurer, Secretary, Chief Financial Officer and Chairman of the Board of Directors

AsOn ofFebruary ~~September 16~~17, ~~2021~~2023, ~~Suzanne~~the ~~Cope~~previous ~~resigned~~sole asofficer of the ~~Corporations director~~Company, ~~President,~~Michael ~~concurrent with Suzanne Cope’s resignation as director~~Rosen, ~~President,~~resigned ~~Secretary~~his ~~and~~positions ~~Treasurer. Concurrent~~ with Msthe Company. Upon ~~Cope’s~~his ~~resignation~~resignations, ~~the~~John ~~Corporation~~Ioannis ~~has~~Neocleous ~~made~~was ~~the~~appointed ~~following~~as ~~appointments;~~Chief ~~Michael~~Executive ~~Rosen~~Officer, ~~was~~Chairman ~~been~~of ~~appointed~~the ~~President,~~Board ~~Secretary~~ and Treasurer and asSecretary aand ~~member~~Director of the ~~Board of Directors of the Corporation~~Company. ~~Ms. Cope has held his offices/positions since inception of our company.~~

Business Experience

Mr. Michael Rosen

Michael Rosen co-founded Acute Management Group in 2012 and has since served as president and head of B2B Sales & Marketing.

Mr. Rosen began his healthcare career with Ambient Healthcare in 2001. He served as Vice-President and shareholder and grew Ambient Healthcare from one location to 24 locations and increased Ambient Healthcare employees from a 12 to over 700. Ambient Healthcare was successfully sold to a private equity fund in 2015.

In 2016 Mr. Rosen cofounded Safeway Distributors. He served as Vice President and head of distribution. Safeway Distributors was successfully sold in 2020.

Mr. Rosen was born in Providence, Rhode Island and studied at the University of Rhode Island.

Director Independence

Our board of directors is currently composed of one member, ~~Michael~~Mr. ~~Rosen~~Neocleous, who does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

Involvement in Legal Proceedings

To our knowledge, there have been no material legal proceedings during the last ten years that would require disclosure under the federal securities laws that are material to an evaluation of the ability or integrity of any of our directors or executive officers.

Potential Conflicts of Interest

We are not aware of any current or potential conflicts of interest with Mr. ~~Rosen~~Neocleous or other business interests and his involvement with Deseo Swimwear Inc.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

Deseo Swimwear Inc. has made no provisions for paying cash or non-cash compensation to its sole officer and director. No salaries are being paid at the present time, and none will be paid unless and until our operations generate sufficient cash flows.

The table below summarizes all compensation awarded to, earned by, or paid to our named executive officer for all services rendered in all capacities to us for the period from inception through December 31, ~~2021~~2022.

Summary Compensation of Named Executive Officers

Name and Principal Position	FiscalYear	Salary($)		Bonus($)		StockAwards ($)		OptionAwards ($)		All OtherCompensation($)		Total ($)
Michael Rosen	2021		-		-		-		-		-		0
Michael Rosen, Present, Chief Executive Officer, Secretary, Treasurer	2022		-		-		-		-		-		0
Present, Chief Executive Officer, Secretary, Treasurer	2021		-		-		-		-		-		0
Michael Rosen, President, Chief Executive Officer, Secretary, Treasurer	2021		-		-		-		-		-		0
Suzanne Cope	2021		-		-		-		-		-		0
Former President, Chief Executive Officer, Secretary, Treasurer	2020		-		-		-		-		-		0

20The ~~Table~~current ofsole ~~Contents~~officer and director, Mr. Neocleous, was not involved with the Company during fiscal 2021 or 2022 and therefore, received no compensation.

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Outstanding Equity Awards at Fiscal Year End

We did not pay any salaries in ~~2021~~2022 and ~~2020~~2021. None of our executive officer(s) received any equity awards, including, options, restricted stock, performance awards or other equity incentives during the years ended December 31, ~~2021~~2022 and ~~2020~~2021 for Deseo Swimwear Inc.

Employment Contracts

At this time, Deseo Swimwear Inc. has not entered into any employment agreements with its sole officer and director. If there is sufficient cash flow available from our future operations, the company may enter into employment agreements with our sole officer and director or future key staff members.

Stock Awards Plan

The company has not adopted a Stock Awards Plan but may do so in the future. The terms of any such plan have not been determined.

Director Compensation

The Board of Directors of the Company has not adopted a stock option plan. The company has no plans to adopt it but may choose to do so in the future. If such a plan is adopted, this may be administered by the board or a committee appointed by the board (the “Committee”). The committee would have the power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution therefore, provided that any such action may not impair any rights under any option previously granted. Deseo Swimwear Inc. may develop an incentive-based stock option plan for its officers and directors and may reserve up to 10% of its outstanding shares of common stock for that purpose.

The table below summarizes all compensation awarded to, earned by, or paid to our directors for all services rendered in all capacities to us for the period inception (April 20, 2015) through December 31, ~~2021~~2022.

DIRECTOR COMPENSATION
Name	~~FeesEarned~~Fees Earned orPaid inCash($)		Stock Awards($)		Option Awards($)		Non-EquityIncentivePlanCompensation($)		Non-QualifiedDeferredCompensationEarnings($)		AllOtherCompensation($)		Total($)
Michael Rosen		0		0		0		0		0		0		0
Suzanne Cope (former director)		0		0		0		0		0		0		0

Board Committees

We have not formed an Audit Committee, Compensation Committee or Nominating and Corporate Governance Committee as of the filing of this Annual Report. Our Board of Directors performs the principal functions of an Audit Committee. We currently do not have an audit committee financial expert on our Board of Directors. We believe that an audit committee financial expert is not required because the cost of hiring an audit committee financial expert to act as one of our directors and to be a member of an Audit Committee outweighs the benefits of having an audit committee financial expert at this time.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) each director and named executive officer, (ii) all executive officers and directors as a group; and (iii) each shareholder known to be the beneficial owner of 5% or more of the outstanding common stock of the Company as of December 31, ~~2021~~2022.

Beneficial ownership is determined in accordance with the rules of the SEC. Generally, a person is considered to beneficially own securities: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, and (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days (such as through exercise of stock options or warrants). For purposes of computing the percentage of outstanding shares held by each person or group of persons, any shares that such person or persons has the right to acquire within 60 days of December 31, ~~2021~~2022 are deemed to be outstanding but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.

Name and Address of Beneficial Owner	Amount and Nature ofofBeneficial ~~BeneficialOwnership~~OwnershipCommon ~~Common~~ Stock (1)
Directors and Officers	No. ~~of Shares~~ofShares		% ~~of Class~~ofClass
Michael Rosen		38,500,000		59.93	%
Michael Rosen (2)		38,500,000		59.93	%
President, Chief Executive Officer, Secretary, Treasure, Chief Financial Officer and Chairman of the Board of Directors;1001 Yamato Road, Suite 100A, Boca Raton, Florida, 33496
All officers and directors as a group		38,500,000		59.93	%

(1) Based on 64,242,500 shares of common stock issued and outstanding as of December 31, 2021.

	(1)	Based on 64,242,500 shares of common stock issued and outstanding as of December 31, 2022.

	(2)	On February 14, 2023, Mr. Rosen sold these shares to Mr. Darmstadter, who in turn sold such shares to Mr. Neocleous on February 17, 2023, As a result, Mr. Neocleous holds approximately 54% of the issued and outstanding shares of Common Stock of the Company, and as such it is able to unilaterally control the election of our board of directors, all matters upon which shareholder approval is required and, ultimately, the direction of our Company.

Transactions with Related Persons

Our president and sole director provides’ office space at no charge to the Company in ~~Boca~~Washington ~~Raton, Florida~~ DC. Our registered agent’s business office in the United States is located at: ~~1001~~1700 ~~Yamato~~Rhode ~~Road,~~Island ~~Suite~~Avenue ~~100A,~~NW ~~Boca~~2nd ~~Raton~~floor, ~~Florida,~~Washing ~~33496.~~DC 20036. Our telephone number is: (~~800~~202) ~~390~~999-~~3013~~6568.

During the year ended December 31, ~~2021~~2022 and ~~2020~~2021, ~~the~~a ~~Company’s~~ former CEO paid $26,263 and $19,000, respectively, of expenses on behalf of the Company., ~~The~~and ~~total~~a ~~amount~~second ~~owing to the Company’s~~ former CEO ~~was $127,304 as of December 31, 2021. The Company’s current CEO~~ paid $12,560 of expenses on behalf of the Company ~~the total amount owing to the Company’s current CEO is owed $12,560 as of December 31, 2021~~. The balances due are unsecured and non-interest-bearing with no set terms of repayment.

During the period ~~ended~~ending December 31, 2021 the former CEO sold/assigned their shareholder loan of $127,304 to a separate shareholder of the Company. The same shareholder paid $37,638 in expenses on behalf of the Company. Total amount owed by the Company to the shareholder as of December 31, 2022 is $164,942. The balance due is unsecured and non-interest-bearing with no set terms of repayment.

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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Fees paid to Auditors

Audit Fees

For the year ended December 31, 2021, audit fees were $1930,~~786~~500. For the year ended December 31, ~~2020~~2022, audit fees were $2919,~~621~~786.

The SEC requires that before our independent registered public accounting firm is engaged by us to render any auditing or permitted non-audit related service, the engagement be either: (i) approved by our Audit Committee or (ii) entered into pursuant to pre-approval policies and procedures established by the Audit Committee, provided that the policies and procedures are detailed as to the particular service, the Audit Committee is informed of each service, and such policies and procedures do not include delegation of the Audit Committee’s responsibilities to management.

We do not have an Audit Committee. Our Board pre-approves all services provided by our independent registered public accounting firm. All of the above services and fees paid during ~~2021~~2022 and ~~2020~~2021 were pre-approved by our Board.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Please see the “Exhibit Index,” which is incorporated herein by reference, following the signature page for a list of our exhibits.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: April 11, 2022	By:	/s/ Michael Rosen
Dated: April 26, 2023	By:	/s/ John Ioannis Neocleous
		Michael RosenPresident and DirectorPrincipal Executive Officer Principal Financial OfficerPrincipal Accounting Officer
		John Ioannis NeocleousPresident and DirectorPrincipal Executive Officer Principal Financial OfficerPrincipal Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature		Date
/s/ Michael Rosen		April 11, 2022
/s/ John Ioannis Neocleous		April 26, 2023
Michael RosenPresident and DirectorPrincipal Executive Officer Principal Financial OfficerPrincipal Accounting Officer
John Ioannis NeocleousPresident and DirectorPrincipal Executive Officer Principal Financial OfficerPrincipal Accounting Officer

~~25 Table of Contents~~18

EXHIBIT INDEX

3.1		Articles of Incorporation [1]
3.2		By-Laws Inc. [2]
31.1		Certification of Chief Executive Officer pursuant to Rule 13(a)-14(a)/15(d)-14(a) of the Securities Act of 1934
31.2		Certification of Chief Financial Officer pursuant to Rule 13(a)-14(a)/15(d)-14(a) of the Securities Act of 1934 *
32.1		Certification of Chief Executive Officer Executive Officer under Section 1350 as Adopted pursuant Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer under Section 1350 as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **
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.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~~inline XBRL and contained in Exhibit 101).

[1]	Incorporated by reference from the Company’s S-1 filed with the Commission on October 5, 2020.

[2]	Incorporated by reference from the Company’s S-1 filed with the Commission on October 5, 2020

* Included in Exhibit 31.1

** Included in Exhibit 32.1

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