UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended September 30, 2021

 

Commission File Number 333-210419

 

DESEO SWIMWEAR INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

47-3812711

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

  

1001 Yamato Road, Suite 100A, Boca Raton, Florida 33496

(Address of principal executive offices)(Zip Code)

 

1-800-390-3013

(Registrant’s telephone number, including area code)

 

1653 Chatsworth Blvd., San Diego, California 92107

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

 

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

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common

DSWR

N/A

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☐ Yes     ☒ No

 

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

 

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

 

Large accelerated filer     ☐

Accelerated filer     ☐

Non-accelerated filer     ☒

Smaller reporting company     ☒

Emerging growth company     ☐

  

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

 

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

 

As of November 22, 2021, there were 64,242,500 shares of common stock issued and outstanding.

 

 

  

TABLE OF CONTENTS

 

PART I—FINANCIAL INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Financial Statements

 

F-1

 

 

 

 

 

 

Item 2.

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

 

 3

 

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

 4

 

 

 

 

 

 

Item 4.

Controls and Procedures

 

 4

 

 

 

 

 

 

PART II—OTHER INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

 5

 

 

 

 

 

 

Item 1A.

Risk Factors

 

 5

 

 

 

 

 

 

Item 2.

Unregistered Sales of Securities and Use of Proceeds

 

 5

 

 

 

 

 

 

Item 3.

Defaults Upon Senior Securities

 

 5

 

 

 

 

 

 

Item 4.

Mine Safety Disclosures

 

 5

 

 

 

 

 

 

Item 5.

Other Information

 

 5

 

 

 

 

 

 

Item 6.

Exhibits

 

 6

 

  

 

2

Table of Contents

 

PART I—FINANCIAL INFORMATION

 

Deseo Swimwear Inc.

FINANCIAL STATEMENTS

CONTENTS

 

Balance Sheets – As of  September 30, 2021 and December 31, 2020 (unaudited)

 

F-2

 

Statements of Operations – Three and Nine Months Ended September 30, 2021 and 2020 (unaudited)

 

F-3

 

Statement of Changes in Stockholders’ Deficit – Three and Nine Months Ended September 30, 2021 and 2020 (unaudited)

 

F-4

 

Statements of Cash Flows – Nine Months Ended September 30, 2021 and 2020 (unaudited)

 

F-5

 

Notes to Financial Statements (unaudited)

 

F-6

 

 

 
F-1

Table of Contents

 

DESEO SWIMWEAR INC.

BALANCE SHEETS

As of September 30, 2021 and December 31, 2020

(unaudited)

 

 

 

September 30, 2021

 

 

December 31, 2020

 

ASSETS

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

Cash

 

$ -

 

 

$ 1,611

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$ -

 

 

$ 1,611

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

Accounts payable

 

$ 17,855

 

 

$ 37,541

 

Due to related party

 

 

137,468

 

 

 

101,041

 

TOTAL LIABILITIES

 

 

155,323

 

 

 

138,582

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

Nil shares issued and outstanding

 

 

-

 

 

 

-

 

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

 

 

 

 

 

 

 

 

64,242,500 shares issued and outstanding

 

 

64,242

 

 

 

64,242

 

Additional paid-in capital (deficiency)

 

 

(45,887 )

 

 

(45,887 )

Accumulated deficit

 

 

(173,678 )

 

 

(155,326 )

 

 

 

 

 

 

 

 

 

TOTAL STOCKHOLDERS’ DEFICIT

 

 

(155,323 )

 

 

(136,971 )

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

$ -

 

 

$ 1,611

 

 

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

 

 
F-2

Table of Contents

 

STATEMENTS OF OPERATIONS

For the Three and Nine Months ended September 30, 2021 and 2020

(unaudited)

 

 

 

Three Months Ended

September 30,

2021

 

 

Three Months Ended,

September 30,

2020

 

 

Nine Months Ended

September 30,

2021

 

 

Nine Months Ended

September 30,

2020

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

$ 12,056

 

 

$ 5,073

 

 

$ 27,602

 

 

$ 20,044

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL OPERATING EXPENSES

 

 

(12,056 )

 

 

(5,073 )

 

 

(27,602 )

 

 

(20,044 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income

 

 

9,250

 

 

 

-

 

 

 

9,250

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

$ (2,806 )

 

$ (5,073 )

 

$ (18,352 )

 

$ (20,044 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED LOSS PER COMMON SHARE

 

$ (0.00 )

 

$ (0.00 )

 

$ (0.00 )

 

$ (0.00 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED

 

 

64,242,500

 

 

 

64,242,500

 

 

 

64,242,500

 

 

 

64,242,500

 

 

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

 

 
F-3

Table of Contents

 

 

DESEO SWIMWEAR INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

Nine months Ended September 30, 2021 and 2020

(unaudited)

 

 

 

Common Stock

 

 

Additional

 

 

Accumulated

 

 

 

 

Number of shares

 

 

Amount

 

 

Paid-in Capital

 

 

Deficit

 

Total

 

Balance, December 31, 2020

 

 

64,242,500

 

 

 

64,242

 

 

 

(45,887 )

 

 

(155,326 )

 

 

(136,971 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(10,051 )

 

 

(10,051 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2021

 

 

64,242,500

 

 

 

64,242

 

 

 

(45,887 )

 

 

(165,377 )

 

 

(147,022 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(5,495 )

 

 

(5,495 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2021

 

 

64,242,500

 

 

 

64,242

 

 

 

(45,887 )

 

 

(170,872 )

 

 

(152,517

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(2,806 )

 

 

(2,806 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2021

 

 

64,242,500

 

 

$ 64,242

 

 

$ (45,887 )

 

$ (173,678 )

 

$ (155,323 )

 

 

 

Common Stock

 

 

Additional

Paid-in Capital

 

 

Accumulated

 

 

 

 

 

Number of shares

 

 

Amount

 

 

(Deficiency)

 

 

Deficit

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2019

 

 

64,242,500

 

 

$ 64,242

 

 

$ (45,887 )

 

$ (114,156 )

 

$ (95,801 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(424 )

 

 

(424 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2020

 

 

64,242,500

 

 

 

64,242

 

 

 

(45,887 )

 

 

(114,580 )

 

 

(96,225 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(14,547 )

 

 

(14,547 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2020

 

 

64,242,500

 

 

 

64,242

 

 

 

(45,887 )

 

 

(129,127 )

 

 

(110,772 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(5,073 )

 

 

(5,073 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2020

 

 

64,242,500

 

 

$ 64,242

 

 

$ (45,887 )

 

$ (134,200 )

 

$ (115,845 )

 

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

 

 
F-4

Table of Contents

 

DESEO SWIMWEAR INC.

STATEMENTS OF CASH FLOWS

For Nine months ended September 30, 2021 and 2020

(unaudited)

 

 

 

Nine Months Ended

September 30, 2021

 

 

Nine Months Ended

September 30, 2020

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$ (18,352 )

 

$ (20,044 )

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

 

 

 

 

 

 

 

 

Gain on forgiveness of accounts payable

 

 

(9,250 )

 

 

-

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

 

(10,436 )

 

 

1,044

 

 

 

 

 

 

 

 

 

 

NET CASH USED IN OPERATING ACTIVITIES

 

 

(38,038 )

 

 

(19,000 )

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Advances from related party, net

 

 

36,427

 

 

 

19,000

 

 

 

 

 

 

 

 

 

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

 

36,427

 

 

 

19,000

 

 

 

 

 

 

 

 

 

 

NET CHANGE IN CASH

 

 

(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.

 

 
F-5

Table of Contents

 

DESEO SWIMWEAR INC.

NOTES TO THE FINANCIAL STATEMENTS

(unaudited)

 

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

 

The Company

 

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

 

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

 

Basis of Presentation – Unaudited Financial Statements

 

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the fiscal year ended December 31, 2020 included in the Company’s 10-K filed with the Securities and Exchange Commission. The unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.

 

Risks and Uncertainties

 

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

 

Use of Estimates and Assumptions

 

Preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Accordingly, actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

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

 

Earnings (Loss) per Common Share

 

The basic earnings (loss) per common share is calculated by dividing the Company’s net income (loss) available to common shareholders by the weighted average number of common shares during the period. The diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company. As of September 30, 2021, there were no common stock equivalents outstanding.

 

 

F-6

Table of Contents

 

DESEO SWIMWEAR INC.

NOTES TO THE FINANCIAL STATEMENTS

(unaudited)

 

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.

 

Stock-based Compensation

 

The Company estimates the fair value of each stock-based compensation award at the grant date by using Black-Scholes Option Pricing Model. The fair value determined represents the cost of the award and is recognized over the vesting period during which an employee is required to provide service in exchange for the award. As stock-based compensation expense is recognized based on awards ultimately expected to vest. Excess tax benefits, if any, are recognized as additional paid in capital.

 

Recent Accounting Standards

 

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

 

Subsequent Events

 

The Company has evaluated subsequent events through the date the financial statements were issued for disclosure purposes.

 

NOTE 2 – GOING CONCERN

 

To date the Company has generated no revenues from its business operations and has incurred operating losses since inception. As at September 30, 2021, the Company has a working capital deficit of $155,323 and has reported an accumulated deficit of $173,678. 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 September 27, 2021, a vendor of the Company forgave all 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  for the twelve months following the issuance of these financial statements. The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

 

NOTE 3 – RELATED PARTY TRANSACTIONS

 

During the nine months ended September 30, 2021 and 2020, the Company’s former CEO paid $26,263 and $19,000, respectively, of expenses on behalf of the Company. The total amount owing to the Company’s former CEO was $127,304 as of September 30, 2021. The Company’s current CEO paid $10,164 of expenses on behalf of the Company the total amount owing to the Company’s current CEO is $10,164 as of September 30, 2021. The balances due are unsecured and non-interest-bearing with no set terms of repayment.

 

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

 

NOTE 4 – EQUITY

 

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

 

 

F-7

Table of Contents

 

DESEO SWIMWEAR INC.

NOTES TO THE FINANCIAL STATEMENTS

(unaudited)

 

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”);

 

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

 

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

 

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

 

 
F-8

Table of Contents

 

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

 

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

 

Results of Operations

 

For the three-month periods ended September 30, 2021 and 2020, we had no revenue. Expenses for the three-month period ended September 30, 2021 totaled $12,056 and other income of $9,250, resulting in a net loss of $2,806. The net loss for the three-month period ended September 30, 2021 is a result of general and administrative expense of $12,056, comprised of transfer agent expenses of $2,240; filing fees of $646; and professional fees of $9,170, comprised primarily of accounting and consulting fees, which offset with other income of $9,250 related to a gain on forgiveness of accounts payable. Expenses for the comparative three-month period ended September 30, 2020 is a result of general and administrative expenses totaling $5,073 resulting in a net loss of $5,073 comprised of $200 transfer agent expenses; filing fees of $873; professional fees of $4,000 comprised primarily of accounting fees. The increase in expenses between the three months ended September 30, 2021 and 2020 was primarily due to an increase in accounting and consulting fees.

 

For the nine-month periods ended September 30, 2021 and 2020, we had no revenue. Expenses for the nine-month period ended September 30, 2021 totaled $27,602 and other income of $9,250, resulting in a net loss of $18,352. The net loss for the nine-month period ended September 30, 2021 is a result of general and administrative expense of $27,602, comprised of transfer agent expenses of $3,940; filing fees of $1,825; and professional fees of $21,837, comprised primarily of accounting fees, which offset with other income of $9,250 related to a gain on forgiveness of accounts payable. Expenses for the comparative nine-month period ended September 30, 2020 is a result of general and administrative expenses totaling $20,044 resulting in a net loss of $20,044 comprised of $850 transfer agent expenses; filing fees of $2,819; professional fees of $16,375 comprised primarily of accounting fees The increase in expenses between the nine-months ended September 30, 2021 and 2020 was primarily due to an increase in accounting and consulting fees.

 

Capital Resources and Liquidity

 

No substantial revenues are anticipated until we have implemented our plan of operations. With the exception of cash advances from our former and current Officer and Director, we have no other source for funding the Company at this time. We must raise cash to implement our strategy and stay in business.

 

Cash flow for the period included related party net advances of $10,164 by the new CEO and $26,263 by the previous CEO of the Company. A decrease of $10,436 in accounts payable for the period. On September 27, 2021, a vendor of the Company forgave all 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.

 

As of September 30, 2021, we had $nil in cash as compared to $1,611 in cash at December 31, 2020. The funds available to the Company will not be sufficient to fund the planned operations of the Company and maintain operations. As of September 30, 2021, the Company’s new sole officer and director, Mr. Michael Rosen, has loaned the Company $10,164 and he has indicated he is willing to make additional financial commitments if required to maintain the operating status of the Company, in the form of a non-secured loan for the next twelve months if no other funds are obtained by the Company, but the total amount that he is willing to invest has not yet been determined and there is no contract or written agreement in place. On September 30, 2021 the former CEO sold/assigned their shareholder loan of $127,304 to a separate shareholder of the Company. The balance due is unsecured and non-interest-bearing with no set terms of repayment. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern for the twelve months following the issuance of these financial statements.

 

 
3

Table of Contents

 

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

 

Off-balance sheet arrangements

 

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

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

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

 

Item 4. Controls and Procedures.

 

Disclosure Controls and Procedures

 

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

 

As of the end of the period covered by this report (the “Evaluation Date”), the Company carried out an evaluation, under the supervision and with the participation of the Company's Principal Executive Officer and Principal Financial Officer (the “Certifying Officer) of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in rules 13a-15(e) and 15d-15(e)) under the Exchange Act. Based on that evaluation, the Certifying Officers have concluded that, as of the Evaluation Date, the disclosure controls and procedures in place were not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported on a timely basis in accordance with applicable rules and regulations as a result of material weaknesses disclosed in our annual report on Form 10-K filed with the SEC on April 14, 2021.

 

Changes in Internal Control Over Financial Reporting

 

There was a change in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended September 30, 2021, Company management changed from Suzanne Cope to Michael Rosen (refer to Item 5). The change in management has not materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. Except for the change in management control described above, there were no other changes in our controls over financial report.

 

 
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PART II—OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

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

 

Item 1A. Risk Factors.

 

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

 

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

 

None

 

Item 3. Defaults Upon Senior Securities.

 

None

 

Item 4. Mine Safety Disclosures.

 

N/A

 

Item 5. Other Information.

 

On March 13, 2021, Deseo Swimwear, Inc. (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.

 

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 has appointed Michael Rosen, as President, Secretary and Treasurer and as a member of the Board of Directors of the Corporation.

 

On October 23, 2021, a Special Meeting of the Shareholders of the Company and the Board of Directors approved an Amendment to our 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.

 

 
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Item 6. Exhibits.

 

31.1

 

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

 

 

 

31.2

 

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

 

 

 

32.1

 

Section 1350 Certification of Chief Executive Officer

 

 

 

32.2

 

Section 1350 Certification of Chief Financial Officer **

 

 

 

101.INS

 

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

 

 

 

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document.

 

 

 

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

 

 

 

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document.

 

 

 

101.LAB

 

Inline XBRL Taxonomy Extension Labels Linkbase Document.

 

 

 

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

 

 

 

104

 

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

 

* Included in Exhibit 31.1

 

** Included in Exhibit 32.1

 

 
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SIGNATURES*

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  Deseo Swimwear Inc.

(Registrant)

       
Date: November 22, 2021 By: /s/ Michael Rosen

 

 

Michael Rosen

President and Director

 
   

Principal and Executive Officer

 
    Principal Financial Officer  

 

 

Principal Accounting Officer

 

 

 
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