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)
August 3, 2018
Commission File Number: 333-210419
| Deseo Swimwear Inc. |
| (Exact name of registrant as specified in its charter) |
| Nevada | 47-3812711 | |
| (State of Incorporation) | (IRS Employer Identification No.) |
220 K Street, Unit 2, San Diego, California 92102
(Address of principal executive offices, zip code)
(800) 390-3013
(Registrant’s telephone number, including area code)
IncSmart.biz, Inc.
3609 Hammerkop Drive, North Las Vegas NV 89084
888-681-9777
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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))
ITEM 4.01 CHANGES IN REGISRANT'S CERTIFYING ACCOUNTANT.
On August 3, 2018, Deseo Swimwear Inc. (the “Company”) accepted the resignation of GBH CPAs, PC (“GBH”) and engaged Marcum LLP (“Marcum”) as its independent registered public accountants. This engagement occurred in connection with GBH, the Company’s prior independent public accountants, resigning as a result of GBH combining its practice with Marcum effective July 1, 2018. The engagement of Marcum has been approved by the Company's Board of Directors.
Pursuant to applicable rules, the Company makes the following additional disclosures:
(a) GBH’s reports on the consolidated financial statements of the Company as at and for the fiscal years ended December 31, 2017 and 2016 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that such reports contained explanatory paragraphs in respect to uncertainty as to the Company’s ability to continue as a going concern.
(b) During the fiscal years ended December 31, 2017 and 2016 and through August 3, 2018, there were no disagreements with GBH on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to GBH's satisfaction would have caused it to make reference thereto in connection with its reports on the financial statements for such years. During the fiscal years ended December 31, 2017 and 2016 and through August 3, 2018, there were no events of the type described in Item 304(a)(1)(v) of Regulation S-K.
(c) During the fiscal years ended December 31, 2017 and 2016 and through August 3, 2018, the Company did not consult with Marcum with respect to any matter whatsoever including without limitation with respect to any of (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company's financial statements; or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or an event of the type described in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided GBH with a copy of the foregoing disclosure and requested that it furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made therein. A copy of such letter is filed as Exhibit 16.1 to this Report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) exhibits
| Exhibit No. |
| Description of Exhibit |
| 16.1 |
| Letter from GBH CPAs, PC ("GBH") to the Securities and Exchange Commission dated August 3, 2018 |
| 2 |
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. | ||
|
| |||
| Date: August 9, 2018 | By: | /s/ Suzanne Cope | |
|
| Suzanne Cope | ||
|
| Chief Executive Officer | ||
| 3 |
EXHIBIT 16.1
United States Securities and Exchange Commission
Office of the Chief Accountant
100 F Street NE
Washington, DC 20549
Ladies and Gentleman:
We have read the statements under Item 4.01 in the Form 8-K dated August 3, 2018, of Deseo Swimwear Inc. (the “Company”) to be filed with the Securities and Exchange Commission and we agree with such statements therein as related to our firm. We have no basis to agree or disagree with the other statements made by the Company in the Form 8-K.
Sincerely,
/s/ GBH CPAs, PC
GBH CPAs, PC
www.gbhcpas.com
Houston, Texas
August 8, 2018