UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~March 1724, 2023

DESEO SWIMWEAR INC.

(Exact name of registrant as specified in its charter)

Nevada

333-210419

47-3812711

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1710 Rhode Island Avenue NW 2nd floor

Washington DC 20036

(Address of Principal Executive Offices)

(202) 999- 6598

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbols		Name of each exchange on which registered
Common Stock		DSWR		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

~~Effective~~On ~~February~~March 1424, 2023, ~~Michael~~The ~~Rosen,~~Company ~~the~~entered ~~previous~~into ~~majority~~an ~~shareholder~~IP ofAsset ~~Medicale~~Contribution ~~Corp.~~Agreement (~~the~~ “~~Company~~IP Contribution Agreement”), ~~entered~~with ~~into~~Blue aCircle ~~stock~~Enterprises ~~purchase agreement for the sale of 3~~B.V.,~~200,000~~ ~~shares~~a ofprivate ~~Common~~limited ~~Stock~~liability ofcompany ~~Jon Darmstadter~~ (the “~~Shares~~Contributor”)~~. Such~~, ~~transfer~~to ~~was~~effect ~~made~~the soacquisition ~~that~~of ~~Mr.~~certain ~~Darmstadter~~of ~~could~~the ~~effectuate~~Contributor’s aintellectual ~~transfer~~property ofassets, ~~the~~including ~~Shares~~patents topending, ~~John~~patents ~~Ioannis~~in ~~Neocleous. Effective~~preparation, ~~Febraury~~proprietary 17technology, ~~2023~~development plans, ~~Mr.~~and ~~Darmstadter~~contractual ~~entered~~rights ~~into~~(the a“Acquired ~~stock~~Technology”). ~~purchase~~The ~~agreement~~IP ~~for~~Asset ~~the~~Contribution ~~sale~~Agreement ofis ~~the~~filed ~~Shares~~as an exhibit to ~~Mr.~~this ~~Neocleous~~Form 8-K.

~~Item~~Pursuant ~~1.02~~to ~~Termination~~the terms of athe ~~Material~~IP ~~Definitive~~Contribution Agreement, the Company agreed to issue 240,000,000 shares of common stock, valued at $0.001, to the Contributor as consideration for the Contributor’s asset contribution to the Company. Pending the proposed increase in the authorized number of common stock shares of the Company, the Company has agreed to immediately issue approximately 135,737,500 shares of its Common Stock to Blue Circle Enterprises B.V., which is majority-owned by John Ioannis Neocleous, the Company’s sole officer and director.

InThe ~~July~~Contributor ~~2022,~~IP ~~Deseo~~Assets ~~and~~include ~~its affiliates entered into~~ a ~~series~~sublicense of ~~agreements~~Gaming ~~with~~License ~~Cody~~under ~~Development Corp,, a Louisiana corporation (“Cody”) and its sole shareholder Steven Ricks, pursuant to which Mr~~No.: ~~Ricks~~8048/JAZ2020-054 ~~contemplated~~issued ~~the~~by ~~contribution to Deseo 100% of~~ the ~~capital~~Government ~~stock~~ of ~~Cody~~Curaçao, towith ~~the~~two ~~Company~~URLs, WWW. ~~The~~BETEUROSPORT.COM ~~ageements between the Company~~ and ~~Cody and Mr~~WWW.BETSWISS.COM, ~~Ricks~~that ~~were~~are ~~terminated~~structed and ~~waived~~designed asfor ~~of February 17, 2023, and~~ the ~~parties~~processing ~~agreed to a mutual release~~ of ~~all~~gaming ~~claims related thereto~~activities.

~~Item~~The 5issuance of the Company’s common stock pursuant to the IP Contribution Agreement is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(2) thereof.01 ~~Changes~~The inshares ~~Control~~issued for the IP Assets will not be registered under the Securities Act and the shares may not be offered or sold absent registration or an applicable exemption from registration. Accordingly, following the immediate issuance of ~~Registrant~~approximately 135,737,500 shares to Blue Circle Enterprises B.V., the Contributor, which is controlled by John Ioannis Neocleous, the sole officer and director of the Company, and his affiliates who will together hold approximately 91.66% of the Company’s common stock on a fully-diluted basis and the Company’s other shareholders will hold approximately 7.34% of the Company’s common stock on a fully-diluted basis.

~~The~~Except ~~disclosures~~for ~~set~~the ~~forth~~IP inContribution ~~Item~~Agreement ~~1.01~~and ~~above~~the ~~are~~transactions ~~incorporated~~contemplated bythereby, ~~reference~~neither ~~into~~the ~~this~~Contributor, ~~Item~~nor 5any of its officers or directors serving before the IP Contribution Agreement had any material relationship with the Company or the Company’s affiliates prior to this transaction.~~01.~~

The ~~stock~~IP ~~purchase~~Contribution ~~agreements~~Agreement ~~between~~contains ~~Mr.~~standard ~~Rosen~~ and ~~Mr.~~customary ~~Darmstadter~~representations, warranties and ~~between Mr~~covenants. ~~Darmstadter~~The foregoing description does not purport to be complete and ~~Mr.~~is ~~Neocleous~~qualified ~~were~~in ~~consummated~~its onentirety ~~February~~by 14reference to the IP Contribution Agreement, ~~2023~~a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and ~~February~~incorporated ~~17,~~herein ~~2023,~~by ~~respectively~~reference.

AsItem ~~a result of the acquisition of the Shares, Mr~~2.01 ~~Neocleous.~~Completion ~~holds approximately 54%~~ of ~~the~~Acquisition ~~issued~~or ~~and~~Disposition ~~outstanding shares~~ of Common Stock of the Company, and as such it is able to unilaterally control the election of our board of directors, all matters upon which shareholder approval is required and, ultimately, the direction of our Company.Assets

~~Also~~The ~~effective~~information onset ~~February~~forth ~~17,~~in ~~2023,~~Item ~~the previous sole officer and director of the Company, Michael Rosen, resigned his positions with the Company~~1. ~~Upon~~01 ~~such resignations, John Ioannis Neocleous was appointed as Chief Executive Officer, Chairman~~ of ~~the~~this ~~Board,~~Current ~~Treasurer~~Report ~~and~~on ~~Secretary,~~Form ~~and~~8-K ~~Director~~is ofincorporated ~~the~~herein ~~Company~~by reference.

As described in Item 51.0201 ~~Departure~~above, ofeffective ~~Directors~~March or22, ~~Principal~~2023, ~~Officers;~~the ~~Election~~Company entered into an IP Contribution Agreement which resulted in the acquisition of ~~Directors;~~material ~~Appointment~~assets as of ~~Principal~~such ~~Officers~~date.

~~The disclosures set forth in~~ Item 5.0106 ~~above~~Change ~~are~~in ~~incorporated~~Shell byCompany ~~reference into this Item 5.02(a).~~ Status

The ~~business~~information ~~background~~set ~~description~~forth in Item 1.01 of ~~the~~this ~~newly~~Current ~~appointed~~Report ~~officer~~on ~~and~~Form ~~director~~8-K is asincorporated ~~follows:~~herein by reference.

~~John Ioannis Neocleous~~2

AAs ~~dual Canadian-Cyprus citizen, John left Cyprus after he completed his army service as~~ a ~~junior~~result ~~officer in 1991. In 1994 he graduated with honors with a Bachelor~~ of ~~Law (LLB) from~~ the ~~University~~acquisition of ~~East Anglia in~~ the ~~UK.~~Acquired HeAssets ~~followed~~pursuant ~~that~~to ~~with a graduate Diploma in Human Rights and International Criminal Law at~~ the ~~European~~IP ~~University~~Contribution ~~Institute in Florence~~Agreement, ~~Italy.~~the ~~Upon~~Company ~~his~~is ~~return~~no tolonger ~~the~~a ~~UK,~~“shell hecompany” ~~was~~as ~~offered~~that ~~multiple~~term ~~scholarships,~~is ~~and~~defined atin ~~the~~Rule ~~age~~12b-2 of 24the ~~became~~Securities ~~one~~Exchange ofAct. ~~the~~based ~~youngest~~upon ~~lecturers at~~ the ~~University~~fact ofthat ~~Sussex teaching Human Rights and International Criminal Law at~~ the ~~LLM~~Company ~~program.~~now Hehas ~~received~~more ~~his~~than ~~MPhil~~nominal ~~(Master~~assets, ofother ~~Philosophy)~~than incash ~~International~~and ~~Criminal~~more ~~Law~~than innominal ~~1999~~operations.

2The Acquired Technology are material assets, acquired and developed by the Contributor at material expense. Research and development expenditures on the acquired URLs exceeded $21,000,000. In addition, material time and expenditures were spent to obtain the Gaming Licenses and sublicenses thereto. The Acquired Technology is sufficient to support the Company’s proposed digital sports entertainment and gaming operations. As a result of the acquisition of assets, the Company has immediately begun to develop the infrastructure to utilize the acquired URLs to provide users with access to online sports betting (“Sportsbook”), online casino (“iGaming”) and daily fantasy sports (“DFS”) product offerings, as well as a retail sportsbook, media and other consumer product offerings. The Company will also design and develop sports betting and casino gaming software for online and retail sportsbooks and iGaming operators.

~~John~~The isinformation ~~the~~contained ~~owner~~in ~~and~~this ~~managing~~Report, ~~partner~~together ofwith ~~NCI~~the ~~LAW~~information ~~GROUP~~contained ~~since 1998. He has practiced law~~ in ~~over~~our 40Annual ~~countries~~Report ~~globally~~on ~~and~~Form is10-K ~~currently~~for ~~licensed~~the tofiscal ~~practice~~year ~~law~~ended inDecember ~~Switzerland~~31, ~~the United Kingdom~~2022, ~~the European Union~~ and ~~the~~our ~~United~~subsequent ~~States.~~Quarterly HeReports ison ~~licensed~~Form by10-Q ~~the Council of the Bars~~ and ~~Law~~Current ~~Societies~~Reports ofon ~~the~~Form ~~European~~8-K, ~~Union~~as ~~(ECCBE~~filed –with ~~EU),~~ the ~~Solicitors Regulation Authority (SRA - UK)~~SEC, constitute the ~~Washington~~current ~~State~~“Form ~~Bar~~10 ~~Association~~Information” ~~(WSBA~~necessary -to ~~USA),~~satisfy the ~~Ordre~~conditions ~~des~~contained ~~Advocates~~in ~~Vaudois~~Rule 144(~~OAV – Switzerland~~i) ~~the Cyprus Bar Association~~ (~~CYBAR – Cyprus~~2), ~~the~~under ~~IBA (International Bar Association, and~~ the ~~Association~~Securities ~~Romande des Intermediaires Financiers (ARIF – Switzerland)~~Act.

~~John~~Accordingly, ~~was also the owner~~ and ~~Chief~~as ~~Executive~~a ~~Officer~~matter of ~~NCI FINANCE LLC~~law, aupon ~~financial company engaged in~~ the ~~reception,~~closing ~~transmission and execution~~ of ~~clients' orders in relation to a series of financial instruments directly with~~ the ~~Chicago~~IP ~~Mercantile~~Asset ~~Exchange~~Contribution, ~~(CME). NCI FINANCE LLC was licensed by~~ the ~~Cyprus~~Company ~~Securities~~is ~~and~~no ~~Exchange~~longer ~~Commission~~considered ~~and~~a ~~was~~“shell ~~further~~company” ~~authorized~~as tothat ~~provide~~term ~~financial~~is ~~services~~defined in 29Rule ~~countries~~405 ~~throughout~~of the ~~European~~Securities ~~Union~~Act ~~and~~of ~~the~~1933, ~~United~~as ~~Kingdom~~amended.

Item 85.0107 ~~Other~~Submission ~~Events.~~of Matters to a Vote of Security Holders

~~Change~~On inMarch ~~Address~~24, 2023, the Company obtained written consent by the holder of the majority of the voting power of the Company's capital stock approving the filing of a Certificate of Amendment to its Amended Articles of Incorporation with the Secretary of State of the State of Nevada to increase the authorized shares of common stock from 200,000,000 to 500,000,000.

~~Effective~~Item ~~February~~9.01 ~~17,~~Financial ~~2023,~~Statements ~~the Company’s location~~ and ~~the location of the Company’s books and records has changed to 1710 Rhode Island Avenue NW, 2nd floor, Washington DC 20036.~~Exhibits

3(d) Exhibits.

SIGNATURES

Number	Description of Exhibit	Filing
10.01	IP Contribution Agreement	Filed herewith.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)	Filed herewith.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~3

Date: February 28, 2023	By:	/s/ John Neocleous
		Name: John Neocleous
		Title: President

SIGNATURES

4Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 27, 2023	By:	/s/ John Neocleous
	Name:	John Neocleous
	Title:	President

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