Current Report Filing (8-k)
February 18 2022 - 5:10PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 15, 2022
DESEO SWIMWEAR INC. |
(Exact name of registrant as specified in its charter) |
Nevada | | 333-210419 | | 47-3812711 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer 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)
_______________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 Shares | DSWR | OTC Markets |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐
Item 4.01 Changes in Registrant’s Certifying Accountant. Departure of Directors or Certain Officers.
(a) Dismissal of Previous Independent Registered Public Accounting Firm
On February 16, 2022, the Board of Directors dismissed the Company’s independent registered public accounting firm Marcum LLP (“Marcum”).
Marcum’s audit reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2019 and December 31, 2020 did not contain any adverse opinions or disclaimers of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, other than an explanatory paragraph regarding going concern.
During the fiscal years ended December 31, 2019 and December 31, 2020, respectively, and the subsequent interim periods through March 31, 2021 and up through September 30, 2021, there were (i) no disagreements between the Company and Marcum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference to the subject matter of the disagreement in their reports on the Company’s consolidated financial statements for such years, and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Marcum with a copy of the disclosures it is making in this Current Report on Form 8-K (the “Report”) prior to the time the Report was filed with the Securities and Exchange Commission (the “SEC”). The Company requested that Marcum furnish a letter addressed to the SEC stating whether or not it agrees with the statements made herein.
(b) Appointment new independent accountant
On February 15, 2022, the Company appointed Assurance Dimensions Certified Public Accountants & Associates as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.
Item 9.01 Financial Statements and Exhibits.
Exhibits. The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K.
Exhibit Number | | Description of Exhibit |
| | |
16.1 | | Not Received |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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, hereunto duly authorized.
| DESEO SWIMWEAR INC. | |
| | | |
Dated: February 16, 2022 | By: | /s/ Michael Rosen | |
| | Michael Rosen | |
| | President, Director | |
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