10-Q

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, 2022

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 incorporation or organization)	(I.R.S. 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)

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 14, 2022, there were 64,242,500 shares of common stock issued and outstanding.

TABLE of CONTENTS

PART I—FINANCIAL INFORMATION		3
Item 1.	Financial Statements.
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	5
Item 4.	Controls and Procedures.	5
PART II—OTHER INFORMATION		6
Item 1.	Legal Proceedings.	6
Item 1A.	Risk Factors.	6
Item 2.	Unregistered Sales of Securities and Use of Proceeds.	6
Item 3.	Defaults Upon Senior Securities.	6
Item 4.	Mine Safety Disclosures.	6
Item 5.	Other Information.	6
Item 6.	Exhibits.	7

2

PART I—FINANCIAL INFORMATION

Deseo Swimwear Inc.

FINANCIAL STATEMENTS

CONTENTS

Balance Sheets – As of September 30, 2022 (unaudited) and December 31, 2021		F-1
Statements of Operations – Three and Nine months ended September 30, 2022 and 2021 (unaudited)	F-2
Statement of Changes in Stockholders’ Deficit – Three and Nine months ended September 30, 2022 and 2021 (unaudited)	F-3
Statements of Cash Flows – Nine months ended September 30, 2022 and 2021 (unaudited)	F-4
Notes to Financial Statements (unaudited)	F-5

3

 DESEO SWIMWEAR INC.

BALANCE SHEETS

	September 30,  2022			December 31, 2021
	(unaudited)
ASSETS
CURRENT ASSETS
Cash	$	-		$	-
TOTAL ASSETS	$	-		$	-
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable	$	32,233		$	24,312
Due to related parties		168,583			139,864
TOTAL LIABILITIES		200,816			164,176
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.001 par value, 1,000,000 shares authorized
None 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		(219,171	)		(182,531	)
TOTAL STOCKHOLDERS’ DEFICIT		(200,816	)		(164,176	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	-		$	-

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

F-1

DESEO SWIMWEAR INC.

STATEMENTS OF OPERATIONS

For the Three and nine months ended September 30, 2022 and 2021

(unaudited)

	Three months ended September 30,  2022			Three months ended, September 30,  2021			Nine months ended  September 30,  2022			Nine months ended September 30,  2021
OPERATING EXPENSES
General and administrative	$	3,699		$	12,056		$	36,640		$	27,602
TOTAL OPERATING EXPENSES		(3,699	)		(12,056	)		(36,640	)		(27,602	)
Other income		-			9,250			-			9,250
NET LOSS	$	(3,699	)	$	(2,806	)	$	(36,640	)	$	(18,352	)
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 unaudited financial statements.

F-2

DESEO SWIMWEAR INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

Three and Nine months Ended September 30, 2022 and 2021

(unaudited)

	Common Stock				Additional			Accumulated
	Shares		Amount		Paid-in Capital			Deficit			Total
Balance, December 31, 2021		64,242,500	$	64,242	$	(45,887	)	$	(182,531	)	$	(164,176	)
Net loss		-		-		-			(21,356	)		(21,356	)
Balance, March 31, 2022		64,242,500	$	64,242	$	(45,887	)	$	(203,887	)	$	185,532	)
Net loss									(11,585	)		(11,585	)
Balance, June 30, 2022		64,242,500	$	64,242	$	(45,887	)	$	(215,472	)	$	(197,117	)
Net Loss		-		-		-			(3,699	)		(3,699	)
Balance, September 30, 2022		64,242,500	$	64,242	$	(45,887	)	$	(219,171	)	$	(200,816	)

	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	)

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

F-3

DESEO SWIMWEAR INC.

 STATEMENTS OF CASH FLOWS

 Nine months ended September 30, 2022 and 2021

(unaudited)

	Nine months ended September 30, 2022			Nine months ended September 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(36,640	)	$	(18,352	)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on forgiveness of account payable		-			(9,250	)
Changes in operating assets and liabilities:
Accounts payable		7,921			(10,436	)
NET CASH USED IN OPERATING ACTIVITIES		(28,719	)		(38,038	)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related party		28,719			36,427
NET CASH PROVIDED BY FINANCING ACTIVITIES		28,719			36,427
NET CHANGE IN CASH		-			(1,611	)
CASH, BEGINNING OF PERIOD		-			1,611
CASH, END OF PERIOD	$	-		$	-

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

F-4

DESEO SWIMWEAR INC.

NOTES TO THE FINANCIAL STATEMENTS

September 30, 2022

(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, 2021 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, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.

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, 2022, there were no common stock equivalents outstanding.

F-5

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 carryforwards. 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.

Recent Accounting Standards

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

NOTE 2 - COMMITMENTS

As of the filing of this quarterly report the proposed commitment has not closed.

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, subject to the satisfaction of the conditions to closing set forth therein, Mr. Ricks agreed to contribute to Deseo 100% of the capital stock of Cody to Deseo. Based in Louisiana, Cody is engaged in the construction business and is a subcontractor on a number of significant private and government construction projects.

In a related development, Ricks Investment entered into a stock purchase agreement, dated as of July 15, 2022, with Michael Rosen, the principal stockholder and chief executive officer of Deseo (the “Rosen Purchase Agreement”). Under the terms of the Rosen Purchase Agreement, and subject to the satisfaction of the conditions to closing set forth therein, Mr. Rosen agreed to sell to Rick Investment a total of 38,500,000 shares of Deseo common stock owned by Mr. Rosen for a total purchase price of $202,493 payable in the form of a twelve (12) month $202,493 installment note issued by Ricks Investment (the “Note”). No payments will be required for the first 30 days after closing and then the Note is payable in installments of $20,000 per month, commencing September 30, 2022, for 10 months and $2,493 as a final payment at the end of the 12th month following the closing. The Note is secured by a pledge of the 38,500,000 shares and as monthly installment payments are made on the Note, a pro-rata percentage of the shares are subject to release from the pledge.

Deseo is currently indebted to Jon Darmstadter a significant shareholder of the Company(“Darmstadter”) for loans made in the amount 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. As of the filing of this quarterly filing the proposed transaction has not closed

At closing of the above transactions, Deseo (to be renamed Cody Development Holdings, Inc.) will enter into a consulting agreement with Darmstadter, effective as of September 1, 2022, under which the consultant shall serve as a business development advisor and report to Mr. Ricks, as the new Chief Executive Officer. The agreement expires August 31, 2025; provided, that if (a) the consolidated net revenues of Deseo over the three-year term of the agreement equals or exceeds $15,000,000, and (b) the consolidated net revenues in the third anniversary year of the term ending August 31, 2025 equal or exceed consolidated net revenues in the second anniversary year of the Term ending August 31, 2024, the term of the agreement shall be extended to August 31, 2026; and provided further if consolidated net revenues in the anniversary year ending August 31, 2026 equal or exceed $15,000,000, then and in such event the term of this Agreement shall be extended to as late as August 31, 2027. In consideration for his services, Mr. Darmstadter shall receive an annual consulting fee equal to 2% of the consolidated net revenues of Deseo and its Cody subsidiary. Payable in cash on a monthly basis; provided that if mutually agreed upon such consulting fee may be paid in shares of Deseo common stock, valued at 100% of the closing price as traded on any national securities exchange or trading market at the time of issuance.

Closing of the transaction contemplated by the above agreements are subject to a number of conditions, including completion of the audited financial statements of Cody for the two years ended December 31, 2021 and unaudited interim financial statements for the two years six month periods ended June 30, 2022, as well as the preparation and filing with the SEC of a “jumbo” Form 8-K containing a full description of the business and management of Deseo and Cody and a description of the new board of directors of Deseo and its Cody subsidiary.

F-6

NOTE 3 – 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, 2022, the Company has a working capital deficit of $200,816 and has reported an accumulated deficit of $219,171. 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. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern for a period of 12 months from the issue date of these financials. 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 4 – RELATED PARTY TRANSACTIONS

During the nine months ended September 30, 2022, a Company shareholder paid $28,719 of expenses on behalf of the Company. The total amount owing to the Company’s current CEO and to a Company shareholder as of September 30, 2022 was $12,560 and $156,023 respectively. The balances due are unsecured and non-interest-bearing with no set terms of repayment.

During the 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.

NOTE 5 – 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.

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.

Preferred Shares

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.

Designation. The designation 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

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, 2022 and 2021, we had no revenue. Expenses for the three-month period ended

September 30, 2022 totaled $3,699, resulting in a net loss of $3,699. The net loss for the three-month period ended September 30, 2022 is a result of general and administrative expense of $3,699, comprised of filing fees of $1,069; and professional fees of $2,630, comprised primarily of accounting and consulting fees. Expenses for the comparative three-month period ended September 30, 2021 is a result of general and administrative expenses totaling $12,056 and other income or $9,250, resulting in a net loss of $2,806 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. The decrease in expenses between the three months ended September 30, 2022 and 2021 was primarily due to a decrease in accounting and consulting fees.

For the nine-month periods ended September 30, 2022 and 2021, we had no revenue. Expenses for the nine-month period ended

September 30, 2022 totaled $36,640, resulting in a net loss of $36,640. The net loss for the nine-month period ended September 30, 2022 is a result of general and administrative expense of $36,640, comprised of filing fees of $2,215; and professional fees of $34,425 comprised primarily of accounting fees. Expenses for the comparative nine-month period ended September 30, 2021 is a result of general and administrative expenses totaling $27,602 and other income of $9,250, resulting in a net loss of $18,352. The increase in expenses between the nine-months ended September 30, 2022 and 2021 was primarily due to an increase in accounting 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 sole 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. If we are unable to raise additional funds, there is substantial doubt as to our ability to continue as a going concern.

As of September 30, 2022, we had $nil in cash as compared to $nil in cash at December 31, 2021. 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, 2022, the Company’s sole officer and director, Mr. Michael Rosen, has loaned the Company $12,560 and a shareholder of the Company has loaned the Company $156,023. Both parties have indicated they are 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 they are 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.

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.

4

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, 2022, 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.

5

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.

6

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 **

* Included in Exhibit 31.1

** Included in Exhibit 32.1

7

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 14, 2022	By:	/s/ Michael Rosen
		Michael Rosen
		President and Director
		Principal and Executive Officer
		Principal Financial Officer
		Principal Accounting Officer

8

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Michael Rosen, certify that:

1.	I have reviewed this quarterly report of Deseo Swimwear Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d – 15(f)) for the registrant and have:

 

a)	Designed such disclosure controls and procedures, or caused such controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Designed such internal controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and,
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

/s/ Michael Rosen                                                                         

Michael Rosen

President, Secretary Treasurer, Principal Executive Officer,

Principal Financial Officer and Director

Date: November 14, 2022

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the period ended September 30, 2022 of Deseo Swimwear Inc., a Nevada corporation (the “Company”), as filed with the Securities and Exchange Commission on the date hereof I, Michael Rosen, President and Chief Financial Officer of the Company certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Quarterly Report fully complies with the requirements of Section 13(a) or15(d) of the Securities and Exchange Act of 1934, as amended; and
2.	The information contained in this Quarterly Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

/s/ Michael Rosen                                                                         

Michael Rosen

President, Secretary Treasurer, Principal Executive Officer,

Principal Financial Officer and Director

Date: November 14, 2022

XML

Cover - shares	9 Months Ended
	Sep. 30, 2022	Nov. 14, 2022
Cover [Abstract]
Entity Registrant Name	DESEO SWIMWEAR INC.
Entity Central Index Key	0001670196
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	true
Entity Emerging Growth Company	false
Entity Current Reporting Status	No
Document Period End Date	Sep. 30, 2022
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2022
Entity Common Stock Shares Outstanding		64,242,500
Document Quarterly Report	false
Document Transition Report	false
Entity File Number	333-210419
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	47-3812711
Entity Address Address Line 1	1001 Yamato Road
Entity Address Address Line 2	Suite 100A
Entity Address City Or Town	Boca Raton
Entity Address State Or Province	FL
Entity Address Postal Zip Code	33496
City Area Code	1-800
Local Phone Number	390-3013
Security 12b Title	Common
Trading Symbol	DSWR
Entity Interactive Data Current	No

XML

BALANCE SHEETS - USD ($)	Sep. 30, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash	$ 0	$ 0
TOTAL ASSETS	0	0
CURRENT LIABILITIES
Accounts payable	32,233	24,312
Due to related parties	168,583	139,864
TOTAL LIABILITIES	200,816	164,176
STOCKHOLDERS' DEFICIT
Preferred stock, $0.001 par value, 1,000,000 shares authorized None issued and outstanding	0	0
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	(219,171)	(182,531)
TOTAL STOCKHOLDERS' DEFICIT	(200,816)	(164,176)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 0	$ 0

XML

BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
BALANCE SHEETS
Preferred Stock, Shares Par Value	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Shares Par Value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	200,000,000	200,000,000
Common Stock, Shares Issued	64,242,500	64,242,500
Common Stock, Shares Outstanding	64,242,500	64,242,500

XML

STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
OPERATING EXPENSES
General and administrative	$ 3,699	$ 12,056	$ 36,640	$ 27,602
TOTAL OPERATING EXPENSES	(3,699)	(12,056)	(36,640)	(27,602)
Other income	0	9,250	0	9,250
NET LOSS	$ (3,699)	$ (2,806)	$ (36,640)	$ (18,352)
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

XML

STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT (Unaudited) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)
Balance, shares at Dec. 31, 2020		64,242,500
Balance, amount at Dec. 31, 2020	$ (136,971)	$ 64,242	$ (45,887)	$ (155,326)
Net loss	(10,051)	$ 0	0	(10,051)
Balance, shares at Mar. 31, 2021		64,242,500
Balance, amount at Mar. 31, 2021	(147,022)	$ 64,242	(45,887)	(165,377)
Balance, shares at Dec. 31, 2020		64,242,500
Balance, amount at Dec. 31, 2020	(136,971)	$ 64,242	(45,887)	(155,326)
Net loss	(18,352)
Balance, shares at Sep. 30, 2021		64,242,500
Balance, amount at Sep. 30, 2021	(155,323)	$ 64,242	(45,887)	(173,678)
Balance, shares at Mar. 31, 2021		64,242,500
Balance, amount at Mar. 31, 2021	(147,022)	$ 64,242	(45,887)	(165,377)
Net loss	(5,495)	$ 0	0	(5,495)
Balance, shares at Jun. 30, 2021		64,242,500
Balance, amount at Jun. 30, 2021	(152,517)	$ 64,242	(45,887)	(170,872)
Net loss	(2,806)	$ 0	0	(2,806)
Balance, shares at Sep. 30, 2021		64,242,500
Balance, amount at Sep. 30, 2021	(155,323)	$ 64,242	(45,887)	(173,678)
Balance, shares at Dec. 31, 2021		64,242,500
Balance, amount at Dec. 31, 2021	(164,176)	$ 64,242	(45,887)	(182,531)
Net loss	(21,356)	$ 0	0	(21,356)
Balance, shares at Mar. 31, 2022		64,242,500
Balance, amount at Mar. 31, 2022	185,532	$ 64,242	(45,887)	(203,887)
Balance, shares at Dec. 31, 2021		64,242,500
Balance, amount at Dec. 31, 2021	(164,176)	$ 64,242	(45,887)	(182,531)
Net loss	(36,640)
Balance, shares at Sep. 30, 2022		64,242,500
Balance, amount at Sep. 30, 2022	(200,816)	$ 64,242	(45,887)	(219,171)
Balance, shares at Mar. 31, 2022		64,242,500
Balance, amount at Mar. 31, 2022	185,532	$ 64,242	(45,887)	(203,887)
Net loss	(11,585)			(11,585)
Balance, shares at Jun. 30, 2022		64,242,500
Balance, amount at Jun. 30, 2022	(197,117)	$ 64,242	(45,887)	(215,472)
Net loss	(3,699)	$ 0	0	(3,699)
Balance, shares at Sep. 30, 2022		64,242,500
Balance, amount at Sep. 30, 2022	$ (200,816)	$ 64,242	$ (45,887)	$ (219,171)

XML

STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (36,640)	$ (18,352)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on forgiveness of account payable	0	(9,250)
Changes in operating assets and liabilities:
Accounts payable	7,921	(10,436)
NET CASH USED IN OPERATING ACTIVITIES	(28,719)	(38,038)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related party	28,719	36,427
NET CASH PROVIDED BY FINANCING ACTIVITIES	28,719	36,427
NET CHANGE IN CASH	0	(1,611)
CASH, BEGINNING OF PERIOD	0	1,611
CASH, END OF PERIOD	$ 0	$ 0

XML

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2022

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature Of Operations And Summary Of Significant Accounting Policies

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, 2021 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, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.

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, 2022, 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 carryforwards. 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.

Recent Accounting Standards

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

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COMMITMENTS

9 Months Ended

Sep. 30, 2022

COMMITMENTS

Commitments

NOTE 2 - COMMITMENTS

As of the filing of this quarterly report the proposed commitment has not closed.

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, subject to the satisfaction of the conditions to closing set forth therein, Mr. Ricks agreed to contribute to Deseo 100% of the capital stock of Cody to Deseo. Based in Louisiana, Cody is engaged in the construction business and is a subcontractor on a number of significant private and government construction projects.

In a related development, Ricks Investment entered into a stock purchase agreement, dated as of July 15, 2022, with Michael Rosen, the principal stockholder and chief executive officer of Deseo (the “Rosen Purchase Agreement”). Under the terms of the Rosen Purchase Agreement, and subject to the satisfaction of the conditions to closing set forth therein, Mr. Rosen agreed to sell to Rick Investment a total of 38,500,000 shares of Deseo common stock owned by Mr. Rosen for a total purchase price of $202,493 payable in the form of a twelve (12) month $202,493 installment note issued by Ricks Investment (the “Note”). No payments will be required for the first 30 days after closing and then the Note is payable in installments of $20,000 per month, commencing September 30, 2022, for 10 months and $2,493 as a final payment at the end of the 12th month following the closing. The Note is secured by a pledge of the 38,500,000 shares and as monthly installment payments are made on the Note, a pro-rata percentage of the shares are subject to release from the pledge.

Deseo is currently indebted to Jon Darmstadter a significant shareholder of the Company(“Darmstadter”) for loans made in the amount 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. As of the filing of this quarterly filing the proposed transaction has not closed

At closing of the above transactions, Deseo (to be renamed Cody Development Holdings, Inc.) will enter into a consulting agreement with Darmstadter, effective as of September 1, 2022, under which the consultant shall serve as a business development advisor and report to Mr. Ricks, as the new Chief Executive Officer. The agreement expires August 31, 2025; provided, that if (a) the consolidated net revenues of Deseo over the three-year term of the agreement equals or exceeds $15,000,000, and (b) the consolidated net revenues in the third anniversary year of the term ending August 31, 2025 equal or exceed consolidated net revenues in the second anniversary year of the Term ending August 31, 2024, the term of the agreement shall be extended to August 31, 2026; and provided further if consolidated net revenues in the anniversary year ending August 31, 2026 equal or exceed $15,000,000, then and in such event the term of this Agreement shall be extended to as late as August 31, 2027. In consideration for his services, Mr. Darmstadter shall receive an annual consulting fee equal to 2% of the consolidated net revenues of Deseo and its Cody subsidiary. Payable in cash on a monthly basis; provided that if mutually agreed upon such consulting fee may be paid in shares of Deseo common stock, valued at 100% of the closing price as traded on any national securities exchange or trading market at the time of issuance.

Closing of the transaction contemplated by the above agreements are subject to a number of conditions, including completion of the audited financial statements of Cody for the two years ended December 31, 2021 and unaudited interim financial statements for the two years six month periods ended June 30, 2022, as well as the preparation and filing with the SEC of a “jumbo” Form 8-K containing a full description of the business and management of Deseo and Cody and a description of the new board of directors of Deseo and its Cody subsidiary.

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GOING CONCERN

9 Months Ended

Sep. 30, 2022

GOING CONCERN

Going Concern

NOTE 3 – 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, 2022, the Company has a working capital deficit of $200,816 and has reported an accumulated deficit of $219,171. 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. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern for a period of 12 months from the issue date of these financials. 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.

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RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2022

RELATED PARTY TRANSACTIONS

Related Party Transactions

NOTE 4 – RELATED PARTY TRANSACTIONS

During the nine months ended September 30, 2022, a Company shareholder paid $28,719 of expenses on behalf of the Company. The total amount owing to the Company’s current CEO and to a Company shareholder as of September 30, 2022 was $12,560 and $156,023 respectively. The balances due are unsecured and non-interest-bearing with no set terms of repayment.

During the 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.

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EQUITY

9 Months Ended

Sep. 30, 2022

EQUITY

Equity

NOTE 5 – 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.

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.

Preferred Shares

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.

Designation. The designation 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.

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NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2022

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, 2021 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, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.

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, 2022, 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 carryforwards. 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.

Recent Accounting Standards

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

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COMMITMENTS (Details Narrative) - USD ($)			9 Months Ended	12 Months Ended
	Sep. 01, 2022	Jul. 15, 2022	Sep. 30, 2022	Dec. 31, 2021	Jun. 23, 2022
Partial Investment Payment					$ 75,000
Contribution to capital stock		100.00%
Agreement Expiry Date	Aug. 31, 2025
Amount owed to shareholder			$ 156,023	$ 127,304
Annual Consulting Fee	2.00%
Deseo Common Stock Shares valuation	100.00%
Notes Pledge		38,500,000
Description of agreemrnt with Darmstadter	the consolidated net revenues of Deseo over the three-year term of the agreement equals or exceeds $15,000,000, and (b) the consolidated net revenues in the third anniversary year of the term ending August 31, 2025 equal or exceed consolidated net revenues in the second anniversary year of the Term ending August 31, 2024, the term of the agreement shall be extended to August 31, 2026; and provided further if consolidated net revenues in the anniversary year ending August 31, 2026 equal or exceed $15,000,000
Common Stock Sold		38,500,000
Total Purchase Price		$ 202,493
Installment Note Issued		$ 202,493
Description of Rosen Purchase Agreement		No payments will be required for the first 30 days after closing and then the Note is payable in installments of $20,000 per month, commencing September 30, 2022, for 10 months and $2,493 as a final payment at the end of the 12th month following the closing
Cody And Affiliate [Member]
Partial investment payment due to related party					$ 52,304

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GOING CONCERN (Details Narrative) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
GOING CONCERN
Accumulated Deficit	$ (219,171)	$ (182,531)
Working Capital Deficit	$ (200,816)

XML

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Advances From Related Party	$ 28,719	$ 36,427
Amount owed to CEO	12,560
Amount owed to shareholder	$ 156,023		$ 127,304
Former Chief Executive Officer [Member]
Amount owed to shareholder			$ 127,304

XML

EQUITY (Details Narrative) - $ / shares	Sep. 30, 2022	Dec. 31, 2021	Oct. 23, 2021	Mar. 13, 2021
Preferred Stock, Shares Authorized	1,000,000	1,000,000	1,000,000
Preferred Stock, Par Value	$ 0.001	$ 0.001	$ 0.001
Common Stock, Shares Authorized	200,000,000	200,000,000
Common Stock, Par Value	$ 0.001	$ 0.001
State of Nevada [Member]
Common Stock, Shares Authorized				200,000,000
Common Stock, Par Value				$ 0.001
Series A Super Voting Preferred Stock [Member]
Preferred Stock, Shares Authorized	10,000
Preferred Stock, Par Value	$ 0.001
Designation Series A Super Voting Preferred Stock [Member]
Preferred Stock, Par Value	$ 0.001