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Universal Gaming Corp. – ‘10-Q’ for 9/30/23

On:  Tuesday, 11/14/23, at 10:53am ET   ·   For:  9/30/23   ·   Accession #:  1477932-23-8365   ·   File #:  333-210419

Previous ‘10-Q’:  ‘10-Q’ on 10/2/23 for 6/30/23   ·   Latest ‘10-Q’:  This Filing   ·   2 References:   To:  Universal Gaming Corp. – ‘8-K’ on 4/6/23 for 3/28/23 To:  Universal Gaming Corp. – ‘8-K’ on 3/28/23 for 3/24/23 

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/14/23  Universal Gaming Corp.            10-Q        9/30/23   28:1.2M                                   Discount Edgar/FA

Document/Exhibit                   Description                      Pages   Size 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM  i 10-Q

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

For the quarterly period ended  i September 30, 2023

Commission File Number  i 333-210419

 i 1710 Rhode Island Avenue NW,  i 2nd floor,  i Washington  i DC  i 20036

(Address of principal executive offices) (Zip Code)

( i 202)  i 999-6598

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Deseo Swimwear Inc.

(Former Name or Former Address, if Changed Since Last Report)

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 ☒  i 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 ☒  i 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.

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).  i ☐ Yes ☒ No

As of November 14. 2023, there were  i 304,242,500 shares of common stock issued and outstanding.

TABLE of CONTENTS

PART I—FINANCIAL INFORMATION

Universal Gaming Corporation

FINANCIAL STATEMENTS

CONTENTS

UNIVERSAL GAMING CORPORATION

BALANCE SHEETS

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

UNIVERSAL GAMING CORPORATION

STATEMENTS OF OPERATIONS

For the three and nine months ended September 30, 2023 and 2022

(unaudited)

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

UNIVERSAL GAMING CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

For the three and nine months ended September 30, 2023 and 2022

(unaudited)

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

UNIVERSAL GAMING CORPORATION

 STATEMENTS OF CASH FLOWS

For the nine months ended September 30, 2023 and 2022

(unaudited)

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

UNIVERSAL GAMING CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

September 30, 2023

(unaudited)

Risks and Uncertainties

Use of Estimates and Assumptions

Cash and Cash Equivalents

Earnings (Loss) per Common Share

Income Taxes

Recent Accounting Standards

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 reliance 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.

As discussed in note 3 of the financial statements included in this Form 10-Q, the Company acquired the Acquired Technology pursuant to the IP Contribution Agreement.  As a result, the Company has ceased operating as a designer and manufacturer of swimwear; and, instead, the Company’s business operations and focus going forward are expected to change to providing gaming operations outside the United States. The timing for developing and providing any such gaming operations has not yet been determined and no specific business plan with respect thereto has been implemented or developed as of the date of this Form 10-Q. 

Results of Operations

For the three-month periods ended September 30, 2023 and 2022, we had no revenue. Expenses for the three-month period ended September 30, 2023 totaled $84,373 resulting in a net loss of $84,373. The net loss for the three-month period ended September 30, 2023 is a result of general and administrative expense of $84,373, comprised primarily of accounting and legal fees.  Expenses for the comparative 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. The increase in expenses between the September 30, 2023 and 2022 periods was primarily due to an increase in professional fees, between the two comparative periods.

For the nine-month periods ended September 30, 2023 and 2022, we had no revenue. Expenses for the nine-month period ended September 30, 2023 totaled $111,059 resulting in a net loss of $111,059. The net loss for the nine-month period ended September 30, 2023 is a result of general and administrative expense of $111,059, comprised of filing fees of $500; and professional fees of $110,559 comprised primarily of accounting and consulting fees.  Expenses for the comparative 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 and consulting fees.  The increase in expenses between September 30, 2023 and 2022 was primarily due to an increase in professional fees, between the two comparative periods.

Capital Resources and Liquidity

No substantial revenues are anticipated until we have implemented our new plan of operations. With the exception of cash advances from Mr. John Ioannis Neocleous, our sole Officer and Director, and controlling shareholder, or his affiliated entities, 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, 2023 and December 31, 2022, we had $nil in cash. 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, 2023, the Company’s former CEO and director, Mr. Michael Rosen, had loaned the Company $12,560 and a former shareholder of the Company had loaned the Company $164,942.  See note 3 to the financial statements included in this Form 10-Q.  Neither party is expected to make additional financial commitments to the Company if required to maintain the operating status of the Company. Any such new financial commitments, including for purposes of developing and launching our expected new gaming operations outside the United States, will need to be obtained from third parties, of which there can be no assurance, or from Mr. Neocleous, our sole officer and director and principal shareholder, or from our other Company shareholders that are controlled by Mr. Neocleous (see note 3 to the financial statements included in this Form 10-Q).  Such officer and director  and principal shareholder has indicated a willingness, either directly or through such controlled entities, to make additional financial commitments to the Company if required to maintain the operating status of the Company and to implement its new gaming operations business plan, 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 or such controlled entities are willing to invest has not yet been determined and there is no contract or written agreement in place regarding the provision of such financial commitments.

Since our inception on April 20, 2015, and prior to our acquisition of the Acquired Technology pursuant to the IP Contribution Agreement discussed in Note 3 to the financial statements included in this Form 10-Q, we had started pre-launch operations, beginning with the design of our first line of swimwear under the brand name DS-Series. As a result of our acquisition of the Acquired Technology, the Company has ceased its swimwear design and manufacturing operations and website design operations, and expects that, over the next 12-24 months, it will be begin providing gaming operations outside the United States and developing its business plan and new website with respect thereto. 

Off-balance sheet arrangements

Except as described in the Section titled Capital Resources 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, as amended (the “Exchange Act”), 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 and Financial Officer (the “Certifying Officers”) 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 27, 2023, as amended by the Form 10K-A filed with the SEC on May 11, 2023.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 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.

The information contained in note 3 to the financial statements included in this Form 10-Q relating to the 240,000,000 shares of common stock of the Company issued in connection with the IP Contribution Agreement is incorporated by reference herein.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

On March 28, 2023, the Company filed a Certificate of Amendment to its Amended Articles of Incorporation with the Secretary of State of the State of Nevada effecting an increase in the authorized shares of common stock from 200,000,000 to 500,000,000.

Item 6. Exhibits.

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.

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing		Date		Other Filings
		12/31/23
Filed on:		11/14/23
		10/11/23		8-K
For Period end:		9/30/23
		6/30/23		10-Q
		5/11/23		10-K/A
		4/27/23		10-K
		4/6/23		8-K
		3/31/23		10-Q,  NT 10-K
		3/28/23		8-K
		3/24/23		8-K
		2/17/23		8-K
		2/14/23
		12/31/22		10-K,  10-K/A,  NT 10-K
		9/30/22		10-Q
		7/15/22		8-K
		6/30/22		10-Q
		6/23/22
		3/31/22		10-Q,  NT 10-K
		12/31/21		10-K,  NT 10-K
		4/20/15
				List all Filings

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2 Previous Filings that this Filing References

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/06/23 Deseo Swimwear Inc. 8-K:5,7,9 3/28/23 13:667K Discount Edgar/FA 3/28/23 Deseo Swimwear Inc. 8-K:1,2,5,9 3/24/23 13:270K Discount Edgar/FA

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Filing Submission 0001477932-23-008365   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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