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Deseo Swimwear Inc. – ‘10-Q’ for 9/30/20

On:  Monday, 11/16/20, at 2:12pm ET   ·   For:  9/30/20   ·   Accession #:  1477932-20-6628   ·   File #:  333-210419

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

11/16/20  Deseo Swimwear Inc.               10-Q        9/30/20   26:695K                                   Discount Edgar/FA

Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    119K 
 2: EX-31.1     Certification -- §302 - SOA'02                      HTML     14K 
 3: EX-32.1     Certification -- §906 - SOA'02                      HTML     10K 
10: R1          Cover                                               HTML     42K 
11: R2          Balance Sheets                                      HTML     39K 
12: R3          Balance Sheets (Parenthetical)                      HTML     18K 
13: R4          Statements of Operations (Unaudited)                HTML     23K 
14: R5          Statements of Changes in Stockholders Deficit       HTML     31K 
                (Unaudited)                                                      
15: R6          Statements of Cash Flows (Unaudited)                HTML     32K 
16: R7          Nature of Operations and Summary of Significant     HTML     21K 
                Accounting Policies                                              
17: R8          Going Concern                                       HTML     13K 
18: R9          Related Party Transactions                          HTML     12K 
19: R10         Equity                                              HTML     12K 
20: R11         Nature of Operations and Summary of Significant     HTML     46K 
                Accounting Policies (Policies)                                   
21: R12         Going Concern (Details Narrative)                   HTML     14K 
22: R13         Related Party Transactions (Details Narrative)      HTML     16K 
23: R14         Equity (Details Narrative)                          HTML     14K 
25: XML         IDEA XML File -- Filing Summary                      XML     37K 
24: EXCEL       IDEA Workbook of Financial Reports                  XLSX     21K 
 4: EX-101.INS  XBRL Instance -- deseo-20200930                      XML    184K 
 7: EX-101.CAL  XBRL Calculations -- deseo-20200930_cal              XML     39K 
 9: EX-101.DEF  XBRL Definitions -- deseo-20200930_def               XML     42K 
 6: EX-101.LAB  XBRL Labels -- deseo-20200930_lab                    XML    168K 
 8: EX-101.PRE  XBRL Presentations -- deseo-20200930_pre             XML    126K 
 5: EX-101.SCH  XBRL Schema -- deseo-20200930                        XSD     36K 
26: ZIP         XBRL Zipped Folder -- 0001477932-20-006628-xbrl      Zip     22K 


‘10-Q’   —   Quarterly Report
Document Table of Contents

Page (sequential)   (alphabetic) Top
 
11st Page  –  Filing Submission
"Table of Contents
"Part I-Financial Information
"Item 1
"Financial Statements
"Balance Sheets -- As of September 30, 2020 and December 31, 2019 (unaudited)
"Statements of Operations -- Three and nine months ended September 30, 2020 and 2019 (unaudited)
"Statement of Changes in Stockholders' Deficit -- Three and nine months ended September 30, 2020 and 2019 (unaudited)
"Statements of Cash Flows -- Nine months ended September 30, 2020 and 2019 (unaudited)
"Notes to Financial Statements (unaudited)
"Item 2
"Management's Discussion and Analysis of Financial Condition and Results of Operations
"Item 3
"Quantitative and Qualitative Disclosures About Market Risk
"Item 4
"Controls and Procedures
"Part Ii-Other Information
"Legal Proceedings
"Item 1A
"Risk Factors
"Unregistered Sales of Securities and Use of Proceeds
"Defaults Upon Senior Securities
"Mine Safety Disclosures
"Item 5
"Other Information
"Item 6
"Exhibits

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 C: 

 

 

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, 2020

 

Commission File Number 333-210419

 

DESEO SWIMWEAR INC.

(Exact name of registrant as specified in it’s charter)

 

Nevada

 

47-3812711

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

                                                               

1653 Chatsworth Blvd., San Diego, California 92107

(Address of principal executive offices)(Zip Code)

 

1-800-390-3013

(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, 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     ☒ 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 16, 2020, there were 64,242,500 shares of common stock issued and outstanding.

 

 

 

 

 

TABLE of CONTENTS

 

PART I—FINANCIAL INFORMATION

 

3

 

 

 

 

 

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

 

5

 

 

 

 

 

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, 2020 and December 31, 2019 (unaudited)

 

F-2

 

Statements of Operations – Three and nine months ended September 30, 2020 and 2019 (unaudited)

 

F-3

 

Statement of Changes in Stockholders’ Deficit – Three and nine months ended September 30, 2020 and 2019 (unaudited)

 

F-4

 

Statements of Cash Flows – Nine months ended September 30, 2020 and 2019 (unaudited)

 

F-5

 

Notes to Financial Statements (unaudited)

 

F-6

 

 

 
F-1

Table of Contents

 

DESEO SWIMWEAR INC.

BALANCE SHEETS

As of September 30, 2020 and December 31, 2019

(unaudited)

 

 

 

September 30,

 2020

 

 

December 31,

2019

 

ASSETS

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

Cash

 

$ 1,611

 

 

$ 1,611

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$ 1,611

 

 

$ 1,611

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

Accounts payable

 

$ 23,910

 

 

$ 22,866

 

Due to related party

 

 

93,546

 

 

 

74,546

 

TOTAL LIABILITIES

 

 

117,456

 

 

 

97,412

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

Common stock, $0.001 par value, 75,000,000 shares authorized,

64,242,500 shares issued and outstanding

 

 

64,242

 

 

 

64,242

 

Additional paid-in capital (deficiency)

 

 

(45,887 )

 

 

(45,887 )

Accumulated deficit

 

 

(134,200 )

 

 

(114,156 )

 

 

 

 

 

 

 

 

 

TOTALSTOCKHOLDERS’ DEFICIT

 

 

(115,845 )

 

 

(95,801 )

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

$ 1,611

 

 

$ 1,611

 

  

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

 

 
F-2

Table of Contents

  

DESEO SWIMWEAR INC.

STATEMENTS OF OPERATIONS

For the Three and Nine Months ended September 30, 2020 and 2019

(unaudited)

 

 

 

Three months ended

September 30,

 2020

 

 

Three months ended,

September 30,

 2019

 

 

Nine months ended

 September 30,

 2020

 

 

Nine months ended

September 30,

 2019

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

$ 5,073

 

 

 

21,655

 

 

$ 20,044

 

 

$ 35,981

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL OPERATING EXPENSES

 

 

(5,073 )

 

 

(21,655 )

 

 

(20,044 )

 

 

(35,981 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

$ (5,073 )

 

 

(21,655 )

 

$ (20,044 )

 

$ (35,981 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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, 2020 and 2019

(unaudited)

  

 

 

Common Stock

 

 

Additional

 

 

 

 

 

 

 

 

 

Number of

shares

 

 

Amount

 

 

Paid-in Capital (Deficiency)

 

 

Accumulated

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 )

  

 

 

Common Stock

 

 

Additional

 

 

 

 

 

 

 

 

 

Number of

shares

 

 

Amount

 

 

Paid-in Capital (Deficiency)

 

 

Accumulated

Deficit

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance,  January 1, 2019

 

 

64,242,500

 

 

$ 64,242

 

 

$ (45,887 )

 

$ (73,037 )

 

$ (54,682 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(4,900 )

 

 

(4,900 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance,  March 31, 2019

 

 

64,242,500

 

 

$ 64,242

 

 

$ (45,887 )

 

$ (77,937 )

 

$ (59,582 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(9,426 )

 

 

(9,426 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2019

 

 

64,242,500

 

 

$ 64,242

 

 

$ (45,887 )

 

$ (87,363 )

 

$ (69,008 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(21,655 )

 

 

(21,655 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2019

 

 

64,242,500

 

 

$ 64,242

 

 

$ (45,887 )

 

$ (109,018 )

 

$ (90,663 )

  

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, 2020 and 2019

(unaudited)

 

 

 

Nine months ended

September 30,

2020

 

 

Nine months ended

September 30,

2019

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$ (20,044 )

 

$ (35,981 )

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

 

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

 

1,044

 

 

 

26,901

 

 

 

 

 

 

 

 

 

 

NET CASH USED IN OPERATING ACTIVITIES

 

 

(19,000 )

 

 

(9,080 )

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Advances from related party

 

 

19,000

 

 

 

8,310

 

 

 

 

 

 

 

 

 

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

 

19,000

 

 

 

8,310

 

 

 

 

 

 

 

 

 

 

NET CHANGE IN CASH

 

 

-

 

 

 

(770 )

 

 

 

 

 

 

 

 

 

CASH, BEGINNING OF PERIOD

 

 

1,611

 

 

 

2,481

 

 

 

 

 

 

 

 

 

 

CASH, END OF PERIOD

 

$ 1,611

 

 

$ 1,711

 

 

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.

 

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, 2019 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, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020.

 

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, 2020, 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, 2020, the Company has a working capital deficit of $115,845 and has reported an accumulated deficit of $134,200.  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.  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, 2020 and 2019, the Company’s CEO paid $19,000 and $8,310, respectively, of expenses on behalf of the Company. The total amount owing to the Company’s CEO was $93,546 as of September 30, 2020. The balance due is unsecured and non-interest-bearing with no set terms of repayment.

 

NOTE 4 – EQUITY

 

The Company has 75,000,000 common shares authorized with a par value of $0.001 per share. 

 

 
F-7

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, 2020 and 2019, we had no revenue. Expenses for the three-month period ended September 30, 2020 totaled $5,073 resulting in a net loss of $5,073. The net loss for the three-month period ended September 30, 2020 is a result of general and administrative expense of $5,0733, comprised of transfer agent expenses of $200; filing fees of $873; and professional fees of $4,000 comprised primarily of accounting fees. Expenses for the comparative three-month period ended September 30, 2019 is a result of general and administrative expenses totaling $21,655 resulting in a net loss of $21,655 comprised of $300 transfer agent expenses; filing fees of $1,808; professional fees of $19,349 comprised primarily of accounting fees; and web-site expenses of $198.. The increase in expenses between the three months ended September 30, 2020 and 2019 was primarily due to an increase in accounting fees, as a result of the timing of audit.

 

For the nine-month periods ended September 30, 2020 and 2019, we had no revenue. Expenses for the nine-month period ended September 30, 2020 totaled $20,044 resulting in a net loss of $20,044. The net loss for the nine-month period ended September 30, 2020 is a result of general and administrative expense of $20,044, comprised of transfer agent expenses of $850; filing fees of $2,819; and professional fees of $16,375 comprised primarily of accounting fees. Expenses for the comparative nine-month period ended September 30, 2019 is a result of general and administrative expenses totaling $35,981 resulting in a net loss of $35,981 comprised of $900 transfer agent expenses; filing fees of $3,089; professional fees of $31,794 comprised primarily of accounting fees and web-site expenses of $198. The increase in expenses between the nine-months ended September 30, 2020 and 2019 was primarily due to an increase in filing 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. These factors raise substantial doubt as to our ability to continue as a going concern.

 

As of September 30, 2020, we had $1,611 in cash as compared to $1,611 in cash at December 31, 2019. 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, 2020, the Company’s sole officer and director, Ms. Suzanne Cope, has loaned the Company $93,546 and she has indicated she 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 she is willing to invest has not yet been determined and there is no contract or written agreement in place.

 

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.

 

 
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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

 

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

An evaluation was conducted under the supervision and with the participation of the Company’s Principal Executive Officer and Principal Financial Officer (the "Certifying Officers") of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2020. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

 

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer and Chief Financial Officer in connection with the review of our financial statements as of September 30, 2020.

 

Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our Board of Directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

 

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, 2020 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

 
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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.

 

None 

 

 
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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 **

_____ 

*  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 16, 2020 By: /s/ Suzanne Cope

 

 

Suzanne Cope  
    President and Director

Principal and Executive Officer

Principal Financial Officer

Principal Accounting Officer

 

 

 

7

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
12/31/2010-K,  NT 10-K
Filed on:11/16/20UPLOAD
For Period end:9/30/20
6/30/2010-Q
3/31/2010-Q,  NT 10-Q
12/31/1910-K,  10-K/A,  NT 10-K
9/30/1910-Q
6/30/1910-Q
3/31/1910-Q
1/1/19
4/20/15
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