UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	for the fiscal year ended December 31, 2022
	for the fiscal year ended December 31, 2023
or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transaction period from ___________ to __________

Commission File No. 333-210419

~~DESEO~~Universal ~~SWIMWEAR~~Gaming ~~INC.~~Corporation (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.)

~~1700~~1710 Rhode Island Avenue NW, 2nd Floor, Washington, DC 20036

(Address of principal executive offices, Zip Code)

(202) 999-6598

(Registrant’s telephone number, including area code)

1001 Yamato Road, Suite 100A, Boca Raton, Florida 33496

(Former name, former address and former fiscal year, if changed since last report)

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

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~~UGCC 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 April 1716, ~~2023~~2024, the Company has 64304,242,500 shares of common stock issued and outstanding.

~~DESEO~~UNIVERSAL ~~SWIMWEAR~~GAMING ~~INC~~CORPORATION.

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		Page

PART I

ITEM 1.	BUSINESS	4
ITEM 1A.	RISK FACTORS	6
ITEM 1B.	UNRESOLVED STAFF COMMENTS	6
ITEM 2.	PROPERTIES	6
ITEM 3.	LEGAL PROCEEDINGS	6
ITEM 4.	MINE SAFETY DISCLOSURES	6

PART II

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	7
ITEM 6.	SELECTED FINANCIAL DATA	7
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	7
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	9
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	10
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	11
ITEM 9A.	CONTROLS AND PROCEDURES	11
ITEM 9B.	OTHER INFORMATION	12

PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	13
ITEM 11.	EXECUTIVE COMPENSATION	13
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	15
ITEM 13.	CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.	15
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES.	16

PART IV

ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	17
	SIGNATURES	18

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Use of Certain Defined Terms

Except as otherwise indicated by the context, references in this report to “~~Deseo~~Universal ~~Swimwear~~Gaming ~~Inc.~~Corporation”, “we,” “us,” “our,” “our Company,”

Forward-Looking Statements

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved, and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Annual Report on Form 10-K and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Annual Report on Form 10-K. All subsequent written and oral forward-looking statements concerning other matters addressed in this Annual Report on Form 10-K and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Annual Report on Form 10-K.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

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PART I

ITEM 1. BUSINESS

Business Overview

Universal Gaming Corporation, formerly known as Deseo Swimwear Inc. (~~“Deseo” or~~ the “Company”) was incorporated in the State of Nevada on April 20, 2015. Weand ~~are~~established a ~~designer,~~fiscal ~~manufacturer~~year ~~and~~end ~~marketer~~ of ~~Dominican~~December ~~Republic inspired swimwear~~31. The ~~Our~~Company ~~swimwear~~was ~~will~~originally beorganized ~~used~~to ~~on the beach~~design, asmanufacture ~~well~~and assell inDominican ~~general~~Republic ~~recreational~~inspired ~~settings~~swimwear. WeHowever, ~~must~~as ~~raise~~a ~~cash~~result toof ~~implement~~the ~~our~~consummation ~~strategy~~of ~~and~~the ~~stay~~transactions incontemplated ~~business.~~by In the ~~event~~IP weAsset doContribution ~~not raise any proceeds~~Agreement, the Company’s ~~existing~~business ~~cash~~operations ~~will~~are ~~not~~expected ~~be sufficient~~ to ~~fund~~change ~~the~~over ~~expenses~~time ~~related~~ to ~~maintaining~~providing agaming ~~reporting~~operations ~~status~~outside ~~and to implement its planned business. Accordingly,~~ the ~~Company~~United ~~intends to implement a different business plan~~States.

We have not earned any revenues to date. Our independent registered public accountant has issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern.

~~Subsequent~~On toJuly ~~the year end on March 24~~15, ~~2023~~2022, the Company entered into ana IPcontribution ~~Asset~~agreement (the “Contribution Agreement”) with Cody Development Corp, a Louisiana corporation (“IPCody”) and its sole shareholder Steven Ricks. Under the terms of the Contribution Agreement”), ~~with~~Mr. ~~Blue~~Ricks ~~Circle~~agreed ~~Enterprises~~to Bcontribute to the Company 100% of the capital stock of Cody.~~V.,~~ The aCompany ~~private~~was ~~limited~~then ~~liability~~indebted ~~company~~to (Jon Darmstadter a significant shareholder of the Company (“~~Contributor~~Darmstadter”) for loans made in the amount of $127,304. toOn June ~~effect~~23, 2022, Ricks Investments paid $75,000 on behalf of the ~~acquisition~~Company in partial payment of ~~certain~~the debt and agreed to pay the $52,304 balance on the closing of the ~~Contributor’s~~transactions ~~intellectual~~with ~~property~~Cody ~~assets~~and its affiliate. The transactions proposed by the Contribution Agreement, ~~including~~and ~~patents~~all ~~pending~~related agreements, ~~patents~~were innot ~~preparation~~consummated. The Contribution Agreement, ~~proprietary~~and ~~technology~~all related agreements, ~~development~~between ~~plans~~the Company, Cody and ~~contractual~~Mr. ~~rights~~Ricks (were terminated and waived as of February 17, 2023, and the ~~“Acquired~~parties ~~Technology”)~~agreed to a mutual waiver and release of all claims related thereto. As part of the waiver and release, Mr Ricks was paid the $75,000 he previously paid to Mr. Darmstadter on behalf of the Company.

~~Termination~~On February 14, 2023, Michael Rosen, then the Company’s sole officer and director, sold his shares of ~~Material~~common ~~Contract~~stock of the Company to Mr. Darmstadter pursuant to a stock purchase agreement. On February 17, 2023, Mr. Darmstadter sold such shares to John Ioannis Neocleous pursuant to a stock purchase agreement. As a result of the acquisition of the shares, Mr. Neocleous held approximately 54% of the issued and outstanding shares of common stock of the Company, and as such is able to unilaterally control the election of the members of our Board of Directors (the “Board”), and all matters upon which shareholder approval is required and, ultimately, the direction of our Company.

~~Subsequent~~On ~~to the year end~~ February 17, 2023, ~~Deseo~~the ~~and~~previous ~~its~~sole ~~affiliates~~officer ~~entered~~and ~~into~~director ~~a series~~ of ~~agreements~~the ~~with Cody Development Corp~~Company,, aMichael ~~Louisiana corporation (“Cody”) and its sole shareholder Steven Ricks~~Rosen, ~~pursuant~~resigned tohis ~~which~~positions ~~Mr.~~with ~~Ricks contemplated~~ the ~~contribution to Deseo 100% of the capital stock of Cody to the~~ Company. ~~The~~Upon ~~agreements~~such ~~between~~resignations, ~~the Company and Cody and~~ Mr. ~~Ricks~~Neocleous ~~were~~was ~~terminated~~appointed ~~and waived~~ as ofChief ~~February~~Executive 17Officer, ~~2023,~~Chairman ~~and~~of the ~~parties~~Board, ~~agreed~~Treasurer toand aSecretary, ~~mutual~~and ~~release~~Director of ~~all~~the ~~claims related thereto~~Company.

~~Corporate~~Effective ~~History~~as of 12:01 AM on October 11, 2023, Deseo Swimwear Inc. changed its corporate name (the “Name Change”) to “Universal Gaming Corporation” (the “Company”). The Name Change was approved by the Board and shareholders and was effected through the filing of a Certificate of Amendment to the Articles of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada. In addition, in connection with the Name Change, the Company’s ticker symbol was changed from DSWR to UGCC.

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.

Subsequent to the year end on February 17, 2023, the previous sole officer of the Company, Michael Rosen, resigned his positions with the Company. Upon his resignations, John Ioannis Neocleous was appointed as Chief Executive Officer, Chairman of the Board and Treasurer and Secretary and Director of the Company.

Subsequent to the year end on March 24, 2023, The Company entered into an IP Asset Contribution Agreement (“IP Contribution Agreement”) with Blue Circle Enterprises B.V., a private limited liability company (the “Contributor”), to effect the acquisition of certain of the Contributor’s intellectual property assets, including patents pending, patents in preparation, proprietary technology, development plans, and contractual rights (the “Acquired Technology”).

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Recent Developments

Capital Stock

The Company has 1,000,000 preferred shares authorized with a par value of $0.001. The Company has ~~200~~500,000,000 common shares authorized with a par value of $0.001 per share.

On ~~October~~March 2328, ~~2021~~2023, ~~a Special Meeting of~~ the ~~Shareholders of the~~ Company ~~and~~filed ~~the~~a ~~Board~~Certificate of ~~Directors approved an~~ Amendment to its Amended Articles of Incorporation towith ~~authorize~~the ~~1,000,000~~Secretary ~~shares~~of State of ~~preferred~~the ~~stock,~~State ~~par~~of ~~value~~Nevada ~~$0.001~~effecting ~~per~~an ~~share.~~increase Noin the authorized shares ~~have~~of ~~been~~common ~~issued~~stock from 200,000,000 to ~~date~~500,000,000 shares.

The Company issued 240,000,000 shares of common stock in March 2023 to a related party for the Acquired Technology, see note 3 to the financial statements, Related Party Transactions.

Preferred Shares

Designation. The ~~designation~~Company ofhas ~~said~~authorized a series of preferred stock ~~shall~~designated beas the 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~~Company’s ~~Certificate~~Articles of Incorporation, as amended. Any and all such future terms concerning dividends shall be reflected in an amendment to ~~this~~the ~~Certificate~~Articles of Incorporation, which the Board shall promptly file or cause to be filed with the Secretary of State of the State of Nevada.

OnNo ~~March~~shares ~~13, 2021, the Company filed a Certificate~~ of ~~Amendment~~Series toA ~~its~~Super ~~Articles~~Voting ofPreferred ~~Incorporation~~Stock ~~(the~~were ~~“Certificate~~outstanding ofas ~~Amendment”) with the Secretary~~ of ~~State~~December of31, ~~the~~2023 ~~State~~or ofDecember ~~Nevada increasing the authorized shares of common stock~~31, ~~par value $0~~2022.~~001, to 200,000,000.~~

Subsequent to the year end, on March 23, 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.

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Patent and Trademarks

We do not currently own any domestic or foreign patents relating to our proposed products.

Employees

As of December 31, ~~2022~~2023, other than its ~~President~~Chief Executive Officer, ~~Mr.~~John ~~Michael~~Ioannis ~~Rosen~~Neocleous, the Company has no other employees. Subsequent to the yearend on February 17, 2023, Mr. Michael Rosen resigned all his positions and with the Company. Upon his resignations, John Ioannis Neocleous was appointed as Chief Executive Officer, Chairman of the Board, Treasurer and Secretary, and Director of the Company.

ITEM 1A. RISK FACTORS

As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable to a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

ITEM 2. PROPERTIES

The Company does not own any real estate or other properties and has not entered into any long-term lease or rental agreements for property.

ITEM 3. LEGAL PROCEEDINGS

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or stockholder is a party adverse to the Company or has a material interest adverse to the Company. Our address for service of process is 1710 Rhode Island Avenue NW, 2^nd floor, Washington DC, 20036.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

Market Information

Our common stock was not quoted on any exchange or trading platform and therefore no data is available for the periods ended December 31, ~~2022~~2023 and December 31, ~~2021~~2022.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable to a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and the accompanying notes thereto included in “Item 8. Financial Statements and Supplementary Data.” In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See “Forward-Looking Statements.” Our results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors.

Plan of Operations

Termination of Material Contract

~~Subsequent~~On ~~to the year end~~ February 17, 2023, ~~Deseo~~UGCC and its affiliates entered into a series of agreements with Cody Development Corp,, a Louisiana corporation (“Cody”) and its sole shareholder Steven Ricks, pursuant to which Mr. Ricks contemplated the contribution to Deseo 100% of the capital stock of Cody to the Company. The agreements between the Company and Cody and Mr. Ricks were terminated and waived as of February 17, 2023, and the parties agreed to a mutual release of all claims related thereto.

Change of Control

~~Subsequent~~On ~~to the year end on~~ February 17, 2023, the previous sole officer of the Company, Michael Rosen, resigned his positions with the Company. Upon his resignations, John Ioannis Neocleous was appointed as Chief Executive Officer, Chairman of the Board and Treasurer and Secretary and Director of the Company.

Entry into a Material Definitive Agreement

~~Subsequent~~On ~~to the year end on~~ March 24, 2023, The Company entered into an IP Asset Contribution Agreement (“IP Contribution Agreement”) with Blue Circle Enterprises B.V., a private limited liability company (the “Contributor”), to effect the acquisition of certain of the Contributor’s intellectual property assets, including patents pending, patents in preparation, proprietary technology, development plans, and contractual rights (the “Acquired Technology”).

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Going Concern

Conditions exist that raise substantial doubt about our ability to continue as a going concern due to our recurring losses from operations, deficit in equity, and the need to raise additional capital to fund operations. The “going concern” opinion could impair our ability to finance our operations through the sale of debt or equity securities.

Results of Operations

Fiscal Year Ended December 31, ~~2022~~2023 compared to Year Ended December 31, ~~2021~~2022

We did not earn any revenues for the ~~year~~years ended December 31, ~~2022~~2023 and December 31, ~~2021~~2022.

Expenses for the year ended December 31, ~~2022~~2023 ~~consisting~~totaled ~~primarily of office and general expense of~~ $48220,~~450~~683 ~~for~~resulting in a net loss of $48220,~~450~~683. The ~~2022~~net ~~expenses~~loss ~~were~~for ~~comprised~~the ofyear ~~professional~~ended ~~fees~~December 31, 2023 is a result of ~~$46,235~~general and ~~filing~~administrative ~~fees~~expense of $2220,~~215.~~683, ~~Compared~~comprised toprimarily ~~expenses~~of accounting and legal fees. Expenses for the year ended December 31, ~~2021,~~2022 consisting primarily of ~~office and~~ general ~~expenses total $36,444~~ and ~~less~~administrative ~~other income~~ expense of $948,~~250~~450 ~~from~~for ~~forgiveness of accounts payable resulting in~~ a net loss of $2748,~~194~~450. The ~~2021~~2022 expenses were comprised of ~~$30,106 in~~ professional fees; ~~filing fees~~ of $246,~~398;~~235 and ~~transfer~~filing ~~agent~~fees ~~expenses~~ of $32,~~940; less other income of $9,250 from forgiveness of accounts payable~~215. The increase in expenses from fiscal 2022 to fiscal ~~2021~~2023 was primarily due to an increase in professional fees due to the ~~potential~~ acquisition.

Capital Resources and Liquidity

~~Since~~No substantial revenues are anticipated until we have implemented our ~~director~~new ~~may~~plan beof ~~unwilling~~operations. orWith ~~unable~~the toexception ~~loan~~of orcash ~~advance~~advances usfrom ~~additional~~Mr. ~~capital~~John Ioannis Neocleous, weour ~~believe~~sole ~~that~~Officer ifand weDirector, doand ~~not~~controlling ~~raise~~shareholder, ~~additional~~or ~~capital~~his ~~over~~affiliated ~~the~~entities, ~~next~~we 12have ~~months~~no ~~following~~other source for funding the ~~filing~~Company ofat this ~~annual~~time. ~~report,~~We wemust ~~may~~raise becash ~~required~~to implement our strategy and stay in business. If we are unable to ~~suspend~~raise oradditional ~~cease~~funds, ~~the~~there ~~implementation~~is ofsubstantial doubt as to our ~~business~~ability ~~plans~~to continue as a going concern.

As of December 31, 2023 and December 31, 2022, we had no bank accounts and $nil ofin cash. ~~compared~~The funds available to ~~$nil~~the Company will not be sufficient to fund the planned operations of ~~cash~~the asCompany and maintain operations. As of December 31, ~~2021~~2023, the Company’s former CEO and director, Mr. WeMichael ~~anticipate~~Rosen, ~~that~~had ~~our~~loaned ~~current~~the ~~cash~~Company $12,560 and ~~cash~~a ~~equivalents~~former shareholder of the Company had loaned the Company $164,942. See note 3 to the financial statements included in this Form 10-K. 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 ~~cash~~launching ~~generated~~our ~~from~~expected ~~financing~~new ~~activities~~gaming operations outside the United States, will need to be ~~insufficient~~obtained tofrom ~~satisfy~~third parties, of which there can be no assurance, or from Mr. Neocleous, our ~~liquidity~~sole ~~requirements~~officer ~~for~~and director and principal shareholder, or from our other Company shareholders that are controlled by Mr. Neocleous (see note 3 to the ~~next~~financial 12statements ~~months~~included in this Form 10-K). Such Toofficer ~~date~~and director and principal shareholder has indicated a willingness, either directly or through such controlled entities, to make additional financial commitments to the Company ~~has~~if ~~incurred~~required ~~operating~~to ~~losses~~maintain ~~since~~the ~~inception~~operating status of ~~$230,981.~~the AsCompany atand ~~December~~to ~~31,~~implement ~~2022~~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 ~~working~~not ~~capital~~yet ~~deficit~~been determined and there is no contract or written agreement in place regarding the provision of ~~$212,626.~~such financial commitments.

The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses. Management has expressed substantial doubt about our ability to continue as a going concern. 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. 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.

We expect to incur marketing, professional, and administrative expenses as well expenses associated with maintaining our filings with the Commission. We will require additional funds during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results. Additional funding may not be available on favorable terms, if at all. The Company intends to continue to fund its business by way of equity or debt financing and advances from related parties. Any inability to raise capital as needed would have a material adverse effect on our business, financial condition and results of operations.

If we cannot raise additional funds, we will have to cease business operations. As a result, investors in the Company’s common stock would lose all of their investment.

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Off Balance Sheet Arrangements

There are no off-balance sheet arrangements currently contemplated by management or in place that are reasonably likely to have a current or future effect on the business, financial condition, changes in financial condition, revenue or expenses, result of operations, liquidity, capital expenditures and/or capital resources.

Recent Accounting Standards

The Company has implemented all new accounting standards that are in effect and that may impact its financial statements and does not believe that there are any other new accounting standards that have been issued that might have a material impact on its financial position or results of operations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The full text of the Company’s audited financial statements for the fiscal year ended December 31, ~~2022~~2023 and December 31, ~~2021~~2022, begins on page F-1 of this Annual Report on Form 10-K.

~~DESEO~~UNIVERSAL ~~SWIMWEAR~~GAMING ~~INC~~CORPORATION.

FINANCIAL STATEMENTS

CONTENTS

Report of Independent Registered Public Accounting Firm (firm ID 5036)		F-1
Balance Sheets – As of December 31, 2022 and 2021		F-2
Balance Sheets – As of December 31, 2023 and 2022		F-2
Statements of Operations – Years ended December 31, 2022 and 2021		F-3
Statements of Operations – Years ended December 31, 2023 and 2022		F-3
Statements of Changes in Stockholders’ Deficit – Years ended December 31, 2022 and 2021		F-4
Statements of Changes in Stockholders’ Deficit – Years ended December 31, 2023 and 2022		F-4
Statements of Cash Flows – Years ended December 31, 2022 and 2021		F-5
Statements of Cash Flows – Years ended December 31, 2023 and 2022		F-5
Notes to Financial Statements		F-6

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of ~~Deseo~~Universal ~~Swimwear~~Gaming, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of ~~Deseo~~Universal ~~Swimwear~~Gaming, Inc. (the Company) as of December 31, ~~2022~~2023 and ~~2021~~2022, and the related statements of operations, stockholders’ deficit, and cash flows for each of the years in the ~~two-year~~ period ended December 31, ~~2022~~2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2022~~2023 and 2022, and the results of its operations and its cash flows for each of the years in the ~~two-year~~ period ended December 31, ~~2022~~2023, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has a working capital deficit of $~~212~~433,~~626~~309 and has reported an accumulated deficit of $~~230~~451,~~981~~664. The Company had a net loss of $48220,~~450~~683 and had net cash used in operating activities of $~~37.638~~151,628, for the year ended December 31, ~~2022~~2023. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters ~~communicated below~~ are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

We did not identify any critical audit matters that need to be communicated.

We have served as the Company’s auditor since ~~2022~~2023. Margate, FloridaApril 2616, ~~2023~~2024

ASSURANCE DIMENSIONS CERTIFIED PUBLIC ACCOUNTANTS & ASSOCIATES

also d/b/a McNAMARA and ASSOCIATES, PLLC

TAMPA BAY: 4920 W Cypress Street, Suite 102 | Tampa, FL 33607 | Office: 813.443.5048 | Fax: 813.443.5053

JACKSONVILLE: 4720 Salisbury Road, Suite 223 | Jacksonville, FL 32256 | Office: 888.410.2323 | Fax: 813.443.5053

ORLANDO: 1800 Pembrook Drive, Suite 300 | Orlando, FL 32810 | Office: 888.410.2323 | Fax: 813.443.5053

SOUTH FLORIDA: 2000 Banks Road, Suite 218 | Margate, FL 33063 | Office: 754.800.3400 | Fax: 813.443.5053

www.assurancedimensions.com

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Table of Contents

~~DESEO~~UNIVERSAL ~~SWIMWEAR~~GAMING ~~INC.~~CORPORATION

BALANCE SHEETS

As of December 31, ~~2022~~2023 and ~~2021~~2022

	December 31, 2022			December 31,2021
	December 31, 2023			December 31, 2022
ASSETS
CURRENT ASSETS
Cash	$	-		$	-
TOTAL ASSETS	$	-		$	-
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable	$	35104,~~124~~179		$	2435,~~312~~124
Due to related party		177,502			139,864
Advances from related parties		329,130			177,502
TOTAL LIABILITIES		~~212~~433,~~626~~309			~~164~~212,~~176~~626
Commitments and Contingencies (Note 2)
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.001 par value, 1,000,000 shares authorized
Preferred stock, $0.001 par value, 1,000,000 shares authorized, none issued and outstanding		-			-
None issued and outstanding		-			-
Common stock, $0.001 par value, 500,000,000 shares authorized, 304,242,500 and 64,242,500 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively		304,242			64,242
Common stock, $0.001 par value, 500,000,000 shares authorized,
Additional paid-in capital		(285,887	)		(45,887	)
64,242,500 shares issued and outstanding		64,242			64,242
Accumulated deficit		(451,664	)		(230,981	)
Additional paid-in capital (deficiency)		(45,887	)		(45,887	)
TOTAL STOCKHOLDERS’ DEFICIT		(433,309	)		(212,626	)
Accumulated deficit		(230,981	)		(182,531	)
TOTAL STOCKHOLDERS’ DEFICIT		(212,626	)		(164,176	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	-		$	-

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

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~~DESEO~~UNIVERSAL ~~SWIMWEAR~~GAMING ~~INC.~~CORPORATION

STATEMENTS OF OPERATIONS

For the Years ended December 31, ~~2022~~2023 and ~~2021~~2022

	Year endedDecember 31,2022			Year ended,December 31,2021
	Year endedDecember 31,2023			Year ended,December 31,2022
OPERATING EXPENSES
General and administrative	$	48220,~~450~~683		$	3648,~~444~~450
TOTAL OPERATING EXPENSES		(48220,~~450~~683	)		(3648,~~444~~450	)
Forgiveness of accounts payable		-			9,250
NET LOSS	$	(220,683	)	$	(48,450	)
NET LOSS	$	(48,450	)	$	(27,194	)
LOSS PER COMMON SHARE - BASIC AND DILUTED	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED		64248,~~242~~524,~~500~~555			64,242,500

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

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~~DESEO~~UNIVERSAL ~~SWIMWEAR~~GAMING ~~INC.~~CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

Years Ended December 31, ~~2022~~2023 and ~~2021~~2022

	Common Stock				AdditionalPaid-in
	Number ofshares		Amount		Capital(deficiency)			AccumulatedDeficit			Total
Balance, December 31, 2020		64,242,500		64,242		(45,887	)		(155,337	)		(136,982	)
Net loss		-		-		-			(27,194	)		(27,194	)
Balance, December 31, 2021		64,242,500		64,242		(45,887	)		(182,531	)		(164,176	)
Net loss		-		-		-			(48,450	)		(48,450	)
Balance, December 31, 2022		64,242,500	$	64,242	$	(45,887	)	$	(230,981	)	$	(212,626	)
Issuance of common shares for IP acquisition (Note 4)		240,000,000		240,000		(240,000	)		-			-
Net loss				-		-			(220,683	)		(220,683	)
Balance, December 31, 2023		304,242,500	$	304,242	$	(285,887	)	$	(451,664	)	$	(433,309	)

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

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~~DESEO~~UNIVERSAL ~~SWIMWEAR~~GAMING ~~INC.~~CORPORATION

STATEMENTS OF CASH FLOWS

For Years ended December 31, ~~2022~~2023 and ~~2021~~2022

	Year endedDecember 31,2022			Year endedDecember 31,2021
	Year endedDecember 31,2023			Year endedDecember 31,2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(48220,~~450~~683	)	$	(2748,~~194~~450	)
Adjustments to reconcile net loss to net cash used in operating activities:
Forgiveness of accounts payable		-			(9,250	)
Changes in operating assets and liabilities:
Accounts payable		1069,~~812~~055			(310,~~990~~812	)
NET CASH USED IN OPERATING ACTIVITIES		(37151,~~638~~628	)		(4037,~~434~~638	)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related party		37151,~~638~~628			3837,~~823~~638
NET CASH PROVIDED BY FINANCING ACTIVITIES		37151,~~638~~628			3837,~~823~~638
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 financial statements.

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~~DESEO~~UNIVERSAL ~~SWIMWEAR~~GAMING ~~INC~~CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, ~~2022~~2023 AND ~~2021~~2022

NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company

Universal Gaming Corporation, formerly known as 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 iswas originally organized to design, manufacture and sell Dominican Republic inspired swimwear. However, as a result of the consummation of the transactions contemplated by the IP Asset Contribution Agreement discussed in note 3 below, the Company’s business operations are expected to change over time to providing gaming operations outside the United States.

AsOn ofJuly ~~September~~15, 162022, ~~2021~~the Company entered into a contribution agreement (the “Contribution Agreement”) with Cody Development Corp, ~~Suzanne~~a ~~Cope~~Louisiana ~~resigned~~corporation as(“Cody”) and its sole shareholder Steven Ricks. Under the ~~Corporations~~terms ~~director~~of the Contribution Agreement, ~~President;~~Mr. ~~concurrent~~Ricks ~~with~~agreed ~~Suzanne~~to ~~Cope’s~~contribute ~~resignation~~to asthe ~~director~~Company 100% of the capital stock of Cody. The Company was then indebted to Jon Darmstadter a significant shareholder of the Company (“Darmstadter”) for loans made in the amount of $127,304. ~~President~~On June 23, ~~Secretary~~2022, Ricks Investments paid $75,000 on behalf of the Company in partial payment of the debt and ~~Treasurer.~~agreed ~~Concurrent~~to pay the $52,304 balance on the closing of the transactions with MsCody and its affiliate. The ~~Cope’s~~transactions ~~resignation,~~proposed by the ~~Corporation~~Contribution ~~appointed~~Agreement, ~~Michael~~and ~~Rosen~~all related agreements, aswere ~~President~~not consummated. The Contribution Agreement, ~~Secretary~~and all related agreements, between the Company, Cody and ~~Treasurer~~Mr. Ricks were terminated and waived as of February 17, 2023, and the parties agreed to a ~~member~~mutual waiver and release of ~~the~~all ~~Board~~claims related thereto. As part of ~~Directors~~the waiver and release, Mr Ricks was paid the $75,000 he previously paid to Mr. Darmstadter on behalf of the ~~Corporation~~Company.

~~Subsequent~~On ~~to the year end on~~ February 1714, 2023, Michael Rosen, then the ~~previous~~Company’s sole officer and director, sold his shares of common stock of the Company, ~~Michael~~to ~~Rosen,~~Mr. ~~resigned~~Darmstadter ~~his~~pursuant ~~positions~~to ~~with~~a ~~the~~stock ~~Company~~purchase agreement. ~~Upon~~On ~~his~~February ~~resignations~~17, 2023, Mr. Darmstadter sold such shares to John Ioannis Neocleous ~~was~~pursuant ~~appointed~~to asa ~~Chief~~stock ~~Executive~~purchase ~~Officer~~agreement. As a result of the acquisition of the shares, ~~Chairman~~Mr. Neocleous held approximately 54% of the ~~Board~~issued and ~~Treasurer~~outstanding ~~and~~shares ~~Secretary~~of common stock of the Company, and ~~Director~~as such is able to unilaterally control the election of the members of our Board of Directors (the “Board”), and all matters upon which shareholder approval is required and, ultimately, the direction of our Company.

On February 17, 2023, the previous sole officer and director of the Company, Michael Rosen, resigned his positions with the Company. Upon such resignations, Mr. Neocleous was appointed as Chief Executive Officer, Chairman of the Board, Treasurer and Secretary, and Director of the Company.

Effective as of 12:01 AM on October 11, 2023, Deseo Swimwear Inc. changed its corporate name (the “Name Change”) to “Universal Gaming Corporation” (the “Company”). The Name Change was approved by the Board and shareholders and was effected through the filing of a Certificate of Amendment to the Articles of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada. In addition, in connection with the Name Change, the Company’s ticker symbol was changed from DSWR to UGCC.

Basis of Presentation

These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.

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~~a 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. As of December 31, 2023 and 2022, the Company has no active bank accounts.

Earnings (Loss) per Common Share

The basic 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 (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 (loss) per share are the same as basic (loss) per share due to the lack of dilutive items in the Company. As of December 31, 2023 and 2022, there were no common stock equivalents outstanding.

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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.

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 pronouncements to have a material impact on its financial statements.

NOTE 2 – ~~COMMITMENTS~~GOING CONCERN

OnTo ~~July~~date ~~15, 2022, Deseo entered into a contribution agreement (~~the ~~“Contribution~~Company ~~Agreement”)~~has ~~with~~generated ~~Cody~~no ~~Development~~revenues ~~Corp,~~from aits ~~Louisiana~~business ~~corporation~~operations ~~(“Cody”)~~ and ~~its~~has ~~sole~~incurred ~~shareholder~~operating ~~Steven~~losses ~~Ricks~~since inception. ~~Under~~As ~~the~~at ~~terms~~December of31, 2023, the ~~Contribution~~Company ~~Agreement,~~has ~~Mr.~~a ~~Ricks~~working ~~agreed~~capital todeficit ~~contribute~~of to$433,309 ~~Deseo~~and ~~100%~~has ofreported ~~the~~an ~~capital~~accumulated ~~stock~~deficit of ~~Cody to Deseo~~$451,664. ~~The~~Our ~~Company~~net ~~was~~cash ~~then~~used ~~indebted~~in tooperating ~~Jon~~activities ~~Darmstadter~~was a$151,628 ~~significant~~and ~~shareholder~~$37,638 offor the ~~Company(“Darmstadter”)~~year ~~for~~ended ~~loans~~December ~~made~~31, in2023 ~~the~~and ~~amount of $127~~2022,~~304~~ respectively. OnThe ~~June~~Company ~~23,~~requires ~~2022,~~additional ~~Ricks~~funding ~~Investments~~to ~~paid~~meet ~~$75,000~~its onongoing ~~behalf~~obligations ofand ~~Deseo~~to infund ~~partial~~anticipated ~~payment~~operating losses. The ability of the ~~debt~~Company ~~and~~to ~~agreed~~continue toas ~~pay~~a ~~the~~going ~~$52,304~~concern ~~balance~~is dependent on ~~the~~raising ~~closing~~capital ofto ~~the~~fund ~~transactions~~its ~~with~~initial ~~Cody~~business plan and ~~its~~ultimately ~~affiliate. The~~to ~~transactions~~attain ~~proposed~~profitable byoperations. Accordingly, ~~the~~these ~~Contribution~~factors ~~Agreement,~~raise ~~and~~substantial ~~all~~doubt ~~related~~as ~~agreements,~~to ~~were~~the ~~not~~Company’s ~~consummated. Subsequent~~ability to ~~the~~continue ~~year~~as ~~end,~~a ~~the~~going ~~Contribution~~concern ~~Agreement,~~for ~~and~~a ~~all~~period ~~related~~of ~~agreements,~~12 ~~between~~months from the ~~Company~~issue ~~and~~date ~~Cody~~of ~~and~~these Mrfinancial statements. The ~~Ricks~~Company ~~were~~intends ~~terminated~~to ~~and~~continue ~~waived~~to asfund ofits ~~February~~business ~~17,~~by ~~2023,~~way of private placements and ~~the~~advances from related parties ~~agreed~~as tomay abe ~~mutual~~required. ~~waiver~~These ~~and~~financial ~~release~~statements ofdo ~~all~~not ~~claims~~include ~~related~~any ~~thereto. As~~adjustments ~~part~~relating ofto the ~~wavier~~recoverability and ~~released,~~classification Mrof ~~Ricks~~recorded ~~was~~asset ~~paid~~amounts ~~the~~or ~~$75,000~~amounts heand ~~previously~~classification ~~paid~~of toliabilities ~~Mr.~~that ~~Darmstadter~~might onresult ~~behalf~~from ofthis ~~the Company~~uncertainty.

NOTE 3 – ~~GOING~~RELATED ~~CONCERN~~ PARTY TRANSACTIONS

ToDuring ~~date~~ the ~~Company~~year ~~has~~ended ~~generated~~December no31, ~~revenues~~2023, ~~from~~Blue ~~its~~Circle ~~business~~Enterprises ~~operations~~B.V, ~~and~~which ~~has~~is ~~incurred~~controlled ~~operating~~by ~~losses since inception~~Mr. As ~~at December 31~~Neocleous, ~~2022,~~ the Company’s ~~has~~sole aofficer ~~working~~and ~~capital~~director ~~deficit~~and ofprincipal ~~$212~~shareholder,~~626~~ ~~and~~paid ~~has~~$151,628 ~~reported~~of anexpenses ~~accumulated~~on ~~deficit~~behalf of ~~$230,981. The~~the Company. At ~~requires~~December ~~additional~~31, ~~funding~~2022, tothe ~~meet~~Company ~~its~~also ~~ongoing~~owed ~~obligations~~two former CEOs and toa ~~fund~~former ~~anticipated~~shareholder ~~operating~~an ~~losses. The~~aggregate ~~ability~~amount of ~~the~~$177,502 ~~Company~~for toexpenses ~~continue~~paid ason abehalf ~~going~~of ~~concern~~the isCompany, ~~dependent~~which onis ~~raising~~included ~~capital~~in tothe ~~fund~~“Advances ~~its~~from ~~initial~~related ~~business~~parties” ~~plan~~account ~~and~~in ~~ultimately~~the tobalance ~~attain profitable operations~~sheet. ~~Accordingly,~~ During ~~these factors raise substantial doubt as to~~ the ~~Company’s~~year ~~ability~~ended toDecember ~~continue~~31, as2023, athese ~~going~~were ~~concern. The~~then ~~Company~~sold/assigned ~~intends~~ to ~~continue~~Mr toNeocleous ~~fund~~as ~~its~~part ~~business~~of bythe ~~way~~change ofin ~~private~~ownership ~~placements~~(Note ~~and~~1). Total advances ~~from~~to related parties as ~~may~~of beDecember ~~required.~~31, ~~These~~2023 ~~financial~~amounted ~~statements~~to do$329,230. The ~~not~~balances ~~include~~due ~~any~~are ~~adjustments~~unsecured ~~relating to the recoverability~~ and ~~classification~~non-interest-bearing ofwith ~~recorded~~no ~~asset~~set ~~amounts~~terms ~~or amounts and classification~~ of ~~liabilities that might result from this uncertainty~~repayment.

~~NOTE~~On 4March –24, ~~RELATED~~2023, ~~PARTY~~the ~~TRANSACTIONS~~Company entered into an IP Asset Contribution Agreement (“IP Contribution Agreement”) with Blue Circle Enterprises B.V., a private limited liability company (the “Contributor”) which is majority-owned by Mr. Neocleous, the Company’s sole officer and director and principal shareholder, to effect the acquisition of certain of the Contributor’s intellectual property assets, including patents pending, patents in preparation, proprietary technology, development plans, and contractual rights (the “Acquired Technology”). The Acquired Technology included a sublicense of Gaming License under No.: 8048/JAZ2020-054 issued by the Government of Curaçao, with two URLs, WWW.BETEUROSPORT.COM and WWW.BETSWISS.COM, that are structured and designed for the processing of gaming activities.

At December 31, 2022 and 2021, the Company owed a former CEO $127,304 for expenses paid on behalf of the Company. The Company also owed another former CEO $12,560 for expenses paid behalf of the Company as of December 31, 2022. In additional, the Company owed a shareholder $37,638 for expenses paid on behalf of the Company (which shareholder acquired the debt owed to the former CEO in the amount of $127,304 and as a result, such shareholder is owed an aggregate of $164,942 as of December 31, 2022). The balances due are 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 500,000,000 common shares authorized with a par value of $0.001 per share.

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.

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Pursuant to the terms of the IP Contribution Agreement, the Company agreed to issue 240,000,000 shares of common stock $0.001 par value, to the Contributor as consideration for the Contributor’s asset contribution to the Company. On March 24, 2023 the Company issued 135,737,500 shares of its common stock to the Contributor. On March 28, 2023, the Company increased its authorized shares to 500,000,000 and the remaining 104,262,500 shares of common stock were issued to Blue Circle Enterprises B.V.. As a result of the issuance of such shares to Blue Circle Enterprises B.V., Mr. Neocleous, together with Blue Circle Enterprises B.V. and another entity controlled by Mr. Neocleous, Blue Circle Investments Cyprus Ltd., which acquired outstanding shares of the Company’s common stock in March 2023 from former shareholders, holds approximately 93% of the Company’s issued and outstanding common stock.

The Contributor considered the Acquired Technology as finite-life intangible assets. Intangible assets, such as a gaming sublicense, that have a finite life are amortized on a straight-line basis over their estimated useful lives. Intangible assets are assessed for impairment in accordance with the provisions of FASB ASC 350. The Contributor reviewed the carrying amount of its amortized intangible assets for possible impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Measurement of Acquired Technology’s revenue generation capacity is conducted continuously to identify any need to recognize impairment.

The Acquired Technology has not produced any revenue to date and represents 100% of the assets of the Contributor. The Acquired Technology was valued at the Contributor’s historical cost and was impaired prior to the contribution to the Company with a current carrying value of $0.

NOTE 4 – EQUITY

The Company has 1,000,000 preferred shares authorized with a par value of $0.001. The Company has 500,000,000 common shares authorized with a par value of $0.001 per share.

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 shares.

The Company issued 240,000,000 shares of common stock in March 2023 to a related party for the Acquired Technology, see note 3, Related Party Transactions.

Preferred Shares

Subsequent to the year end, and on March 23, 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.

NOTE 6 – INCOME TAXES

The significant components of deferred income tax assets at December 31, 2022 and 2021 are as follows:

	December 31,2022			December 31,2021
Net operating loss carry-forward	$	48,614		$	38,439
Less: valuation allowance		(48,614	)		(38,439	)
Net deferred income tax asset	$	-		$	-

The amount taken into income as deferred income tax assets must reflect that portion of the income tax loss carry forwards that is more likely-than-not to be realized from future operations. The Company has chosen to provide a full valuation allowance against all available income tax loss carry forwards. The Company has recognized a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. The valuation allowance is reviewed annually. When circumstances change and which cause a change in management's judgment about the realizability of deferred income tax assets, the impact of the change on the valuation allowance is generally reflected in current income.

As of December 31, 2022, and 2021, the Company has no unrecognized income tax benefits. The Company’s policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items as tax expense. No interest or penalties have been recorded during the year ended December 31, 2022 and December 31, 2021 and no interest or penalties have been accrued as of December 31, 2022 and 2021. As of December 31, 2022, and 2021, the Company did not have any amounts recorded pertaining to uncertain tax positions.

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Table of Contents

ANOTE ~~reconciliation~~5 of– ~~the~~INCOME ~~provision for income taxes at the United States federal statutory rate for the years ended December 31, 2022 and 2021 is as follows:~~TAXES

	December 31,2022			December 31,2021
Net loss before income taxes per financial statements	$	(48,450	)		(27,194	)
Income tax rate		21	%		21	%
Income tax benefit at statutory rate		(10,175	)		(5,711	)
Valuation allowance		10,175			5,711
Provision for income taxes	$	-			-

The significant components of deferred income tax assets at December 31, 2023 and 2022 are as follows:

The Company has not filed its federal and state tax returns for the years ended December 31, 2022, The Net operating losses (“NOLs”) for these years will not be available to reduce future taxable income until the returns are filed. Assuming these returns are filed, as of December 31, 2022, the Company had approximately $190,000 of federal net operating losses that may be available to offset future taxable income. The net operating loss carry-forward arising in taxable years beginning before December 31, 2017 will begin to expire in the year 2035. For losses arising in taxable years beginning after December 31, 2017, the net operating loss carryforward has an indefinite life. However, the utilization of the net operating loss carryforward is limited to 80% of taxable income.

	December 31, 2023			December 31, 2022

Net operating loss carry-forward	$	94,957		$	48,614
Less: valuation allowance		(94,957	)		(48,614	)

Net deferred income tax asset	$	-		$	-

~~NOTE~~The 7amount –taken ~~SUBSEQUENT~~into ~~EVENTS~~income as deferred income tax assets must reflect that portion of the income tax loss carry forwards that is more likely-than-not to be realized from future operations. The Company has chosen to provide a full valuation allowance against all available income tax loss carry forwards. The Company has recognized a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. The valuation allowance is reviewed annually. When circumstances change and which cause a change in management's judgment about the realizability of deferred income tax assets, the impact of the change on the valuation allowance is generally reflected in current income.

~~Termination~~As of ~~Material~~December ~~Contract~~31, 2023, and 2022, the Company has no unrecognized income tax benefits. The Company’s policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items as tax expense. No interest or penalties have been recorded during the year ended December 31, 2023 and December 31, 2022 and no interest or penalties have been accrued as of December 31, 2023 and 2022. As of December 31, 2023, and 2022, the Company did not have any amounts recorded pertaining to uncertain tax positions.

Subsequent to the year end, the agreements between the Company and Cody and Mr. Ricks described herein were terminated and waived as of February 17, 2023, and the parties agreed to a mutual release of all claims related thereto.

Changes in Control

On February 14, 2023, Mr. Rosen sold his shares of common stock to Mr. Darmstadter pursuant to a stock purchase agreement. On February 17, 2023, Mr. Darmstadter sold such shares to Mr. Neocleous pursuant to a stock purchase agreement. As a result of the acquisition of the Shares, Mr. Neocleous. holds approximately 54% of the issued and 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.

F-9

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~~NOTE~~A 7reconciliation –of ~~SUBSEQUENT~~the ~~EVENTS~~provision ~~(continued)~~for income taxes at the United States federal statutory rate for the years ended December 31, 2023 and 2022 is as follows:

Equity

	December 31, 2023			December 31, 2022

Net loss before income taxes per financial statements	$	(220,683	)		(48,450	)
Income tax rate		21	%		21	%
Income tax benefit at statutory rate		(46,343	)		(10,175	)
Change in valuation allowance		46,343			10,175

Provision for income taxes	$	-			-

~~Subsequent~~The toCompany has not filed its federal and state tax returns for the year ~~end,~~ended onDecember ~~March 24~~31, 2023, ~~the~~The ~~Company~~Net ~~obtained~~operating ~~written~~losses ~~consent~~(“NOLs”) byfor ~~the~~these ~~holder~~years ofwill ~~the~~not ~~majority~~be ofavailable to reduce future taxable income until the ~~voting~~returns ~~power~~are filed. Assuming these returns are filed, as of December 31, 2023, the Company's ~~capital~~had ~~stock~~approximately ~~approving~~$190,000 ~~the~~of ~~filing~~federal ofnet aoperating ~~Certificate~~losses ofthat ~~Amendment~~may be available to ~~its~~offset ~~Amended~~future ~~Articles~~taxable ofincome. ~~Incorporation~~The ~~with~~net ~~the~~operating ~~Secretary~~loss ofcarry-forward ~~State~~arising ofin ~~the~~taxable ~~State~~years ofbeginning ~~Nevada~~before December 31, 2017 will begin to ~~increase~~expire in the ~~authorized~~year ~~shares~~2035. ofFor ~~common~~losses ~~stock~~arising ~~from~~in ~~200~~taxable years beginning after December 31,~~000~~ 2017,~~000~~ tothe ~~500~~net operating loss carryforward has an indefinite life. However,~~000,000~~ the utilization of the net operating loss carryforward is limited to 80% of taxable income.

Entry into a Material Definitive Agreement

On March 24, 2023, the Company entered into an IP Asset Contribution Agreement (“IP Contribution Agreement”) with Blue Circle Enterprises B.V., a private limited liability company, which is controlled by Mr. Neocleous (the “Contributor”), pursuant to which the Company acquired certain of the Contributor’s intellectual property assets, including patents pending, patents in preparation, proprietary technology, development plans, and contractual rights, in exchange for the issuance of 240,000,000 shares of Company common stock. The IP Asset Contribution Agreement is filed as an exhibit the Form 8-K.filed on March 28, 2023 with the SEC.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL ~~DISLCOSURES~~DISCLOSURES

There have been no changes in or disagreements with accountants regarding our accounting, financial disclosures or any other matter.

ITEM 9A. 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.

In connection with this annual report, as required by Rule 13a -15d and 15d-15e under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company’s management, including our company’s principal executive officer and principal financial officer. Based upon that evaluation, our company’s principal executive officer and principal financial officer concluded that as of December 31, ~~2022~~2023 our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

Management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in SEC guidance on conducting such assessments as of the end of the period covered by this report. Management conducted the assessment based on certain criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. As of December 31, ~~2022~~2023, our controls over our financial reporting were not effective due to the existence of material weaknesses in our internal controls over financial reporting.

The matters involving internal controls and procedures that the Company’s management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company’s 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; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company’s Principal Executive Officer in connection with the audit of our financial statements as of December 31, ~~2022~~2023 and communicated the matters to our management.

Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an affect on the Company’s financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the Company’s determination to its financial statements for the future years.

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We are committed to improving our financial organization. As part of this commitment, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company’s Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the company may encounter in the future.

We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting

There were no changes that have affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the quarter ended December 31, ~~2022~~2023.

~~Subsequent~~On ~~to the year end, on~~ February 17, 2023, the previous sole officer and director of the Company, Michael Rosen, resigned his positions with the Company. Upon such resignations, John Ioannis Neocleous was appointed as Chief Executive Officer, Chairman of the Board, Treasurer and Secretary, and Director of the Company.

ITEM 9B. OTHER INFORMATION

None

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our executive officers and director are as follows:

Name	Age	Position
John Neocleous*	51	President, Chief Executive Officer, Treasurer, Secretary, Chief Financial Officer and Chairman of the Board of Directors
John Neocleous	51	President, Chief Executive Officer, Treasurer, Secretary, Chief Financial Officer and Chairman of the Board of Directors
Michael Rosen*	55	President, Chief Executive Officer, Treasurer, Secretary, Chief Financial Officer and Chairman of the Board of Directors

On February 17, 2023, the previous sole officer of the Company, Michael Rosen, resigned his positions with the Company. Upon his resignations, John Ioannis Neocleous was appointed as Chief Executive Officer, Chairman of the Board and Treasurer and Secretary and Director of the Company.

Director Independence

Our board of directors is currently composed of one member, Mr. Neocleous, who does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

Involvement in Legal Proceedings

To our knowledge, there have been no material legal proceedings during the last ten years that would require disclosure under the federal securities laws that are material to an evaluation of the ability or integrity of any of our directors or executive officers.

Potential Conflicts of Interest

We are not aware of any current or potential conflicts of interest with Mr. Neocleous or other business interests and his involvement with ~~Deseo~~Universal ~~Swimwear~~Gaming ~~Inc~~Corporation.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

~~Deseo~~Universal ~~Swimwear~~Gaming ~~Inc~~Corporation. has made no provisions for paying cash or non-cash compensation to its sole officer and director. No salaries are being paid at the present time, and none will be paid unless and until our operations generate sufficient cash flows.

The table below summarizes all compensation awarded to, earned by, or paid to our named executive officer for all services rendered in all capacities to us for the period from inception through December 31, ~~2022~~2023.

Summary Compensation of Named Executive Officers

Name and Principal Position	FiscalYear	Salary($)		Bonus($)		StockAwards ($)		OptionAwards ($)		All OtherCompensation($)		Total ($)
Michael Rosen, Present, Chief Executive Officer, Secretary, Treasurer	2022		-		-		-		-		-		0
John Ioannis Neocleous, President, Chief Executive Officer, Secretary, Treasurer	2023		-		-		-		-		-		0
Michael Rosen, President, Chief Executive Officer, Secretary, Treasurer	~~2021~~2022		-		-		-		-		-		0

The current sole officer and director, Mr. Neocleous, was not involved with the Company during fiscal 2021 or 2022 and therefore, received no compensation.

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Outstanding Equity Awards at Fiscal Year End

We did not pay any salaries in ~~2022~~2023 and ~~2021~~2022. None of our executive officer(s) received any equity awards, including, options, restricted stock, performance awards or other equity incentives during the years ended December 31, ~~2022~~2023 and ~~2021~~2022 for ~~Deseo~~Universal ~~Swimwear~~Gaming ~~Inc~~Corporation.

Employment Contracts

At this time, ~~Deseo~~Universal ~~Swimwear~~Gaming ~~Inc~~Corporation. has not entered into any employment agreements with its sole officer and director. If there is sufficient cash flow available from our future operations, the company may enter into employment agreements with our sole officer and director or future key staff members.

Stock Awards Plan

The company has not adopted a Stock Awards Plan but may do so in the future. The terms of any such plan have not been determined.

Director Compensation

The Board of Directors of the Company has not adopted a stock option plan. The company has no plans to adopt it but may choose to do so in the future. If such a plan is adopted, this may be administered by the board or a committee appointed by the board (the “Committee”). The committee would have the power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution therefore, provided that any such action may not impair any rights under any option previously granted. ~~Deseo~~Universal ~~Swimwear~~Gaming ~~Inc.~~Corporation may develop an incentive-based stock option plan for its officers and directors and may reserve up to 10% of its outstanding shares of common stock for that purpose.

The table below summarizes all compensation awarded to, earned by, or paid to our directors for all services rendered in all capacities to us for the period inception (April 20, 2015) through December 31, ~~2022~~2023.

DIRECTOR COMPENSATION
Name	Fees Earned orPaid inCash($)		Stock Awards($)		Option Awards($)		Non-EquityIncentivePlanCompensation($)		Non-QualifiedDeferredCompensationEarnings($)		AllOtherCompensation($)		Total($)
Michael Rosen		0		0		0		0		0		0		0
John Ioannis Neocleous		0		0		0		0		0		0		0
Michael Rosen (former director)		0		0		0		0		0		0		0
Suzanne Cope (former director)		0		0		0		0		0		0		0

Board Committees

We have not formed an Audit Committee, Compensation Committee or Nominating and Corporate Governance Committee as of the filing of this Annual Report. Our Board of Directors performs the principal functions of an Audit Committee. We currently do not have an audit committee financial expert on our Board of Directors. We believe that an audit committee financial expert is not required because the cost of hiring an audit committee financial expert to act as one of our directors and to be a member of an Audit Committee outweighs the benefits of having an audit committee financial expert at this time.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) each director and named executive officer, (ii) all executive officers and directors as a group; and (iii) each shareholder known to be the beneficial owner of 5% or more of the outstanding common stock of the Company as of December 31, ~~2022~~2023.

Beneficial ownership is determined in accordance with the rules of the SEC. Generally, a person is considered to beneficially own securities: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, and (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days (such as through exercise of stock options or warrants). For purposes of computing the percentage of outstanding shares held by each person or group of persons, any shares that such person or persons has the right to acquire within 60 days of December 31, 2022 are deemed to be outstanding but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.

Name and Address of Beneficial Owner	Amount and Nature ofBeneficial OwnershipCommon Stock (1)
Directors and Officers	No. ofShares		% ofClass
Michael Rosen (2)		38,500,000		59.93	%
John Ioannis Neocleous		39,500,000		12.98	%
President, Chief Executive Officer, Secretary, Treasure, Chief Financial Officer and Chairman of the Board of Directors;1001 Yamato Road, Suite 100A, Boca Raton, Florida, 33496
President, Chief Executive Officer, Secretary, Treasure, Chief Financial Officer and Chairman of the Board of Directors;1295 Mies Vaud, Switzerland
All officers and directors as a group		38,500,000		59.93	%
Blue Circle Enterprises B.V *		240,000,000		78.84	%
DR. M.J. Hugenholtzweg 25 Unit 11, Curacao, Netherlands
Blue Circle Investments CY LTD *		3,350,000		1.10	%
12-14 Kennedy Ave Kennedy Bus Ctr, Nicosia 1087, Cyprus
All officers and directors as a group		282,850,000		92.96	%

	(1)	Based on 64304,242,500 shares of common stock issued and outstanding as of December 31, ~~2022~~2023.
	(2)	On February 14, 2023, Mr. Rosen sold ~~these~~his shares to Mr. Darmstadter, who in turn sold such shares to Mr. Neocleous on February 17, 2023~~, As a result, Mr~~. Neocleous holds approximately 54% of the issued and 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.
	(3)	In March 2023, pursuant to the terms of the IP Contribution Agreement, the Company agreed to issue 240,000,000 shares of common stock $0.001 par value, to Blue Circle Enterprises B.V, a private limited liability company which is majority owned by Mr Neocleous, as consideration for the Blue Circle Enterprises B.V’s asset contribution to the Company. As a result of the issuance of such shares to Blue Circle Enterprises B.V., Mr. Neocleous, together with Blue Circle Enterprises B.V. and another entity controlled by Mr. Neocleous, Blue Circle Investments Cyprus Ltd., which acquired outstanding shares of the Company’s common stock in March 2023 from former shareholders, holds approximately 93% of the Company’s issued and outstanding common stock. As such, Mr Neocleous 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.

Transactions with Related Persons

Our president and sole director provides’ office space at no charge to the Company in Washington DC. Our registered agent’s business office in the United States is located at: ~~1700~~1710 Rhode Island Avenue NW, 2nd ~~floor~~Floor, ~~Washing~~Washington, DC 20036. Our telephone number is: (202) 999-6568.

During the year ended December 31, ~~2022~~2023, ~~and~~Blue ~~2021~~Circle Enterprises B.V, awhich ~~former~~is ~~CEO~~controlled ~~paid~~by ~~$26~~Mr. Neocleous,~~263~~ the Company’s sole officer and ~~$19~~director and principal shareholder,~~000,~~ ~~respectively~~paid $151,628 of expenses on behalf of the Company. At December 31, 2022, the Company also owed two former CEOs and a ~~second~~ former ~~CEO~~shareholder ~~paid~~an aggregate amount of $12177,~~560~~502 offor expenses paid on behalf of the Company. During the year ended December 31, 2023, these were then sold/assigned to Mr Neocleous. 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 same shareholder paid $37,638 in expenses on behalf of the Company. Total amount owed by the Company to the shareholder as of December 31, 2022 is $164,942. The balance due is unsecured and non-interest-bearing with no set terms of repayment.

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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Fees paid to Auditors

Audit Fees

For the year ended December 31, ~~2021~~2022, audit fees were $3019,~~500~~786. For the year ended December 31, ~~2022~~2023, audit fees were $1931,~~786~~000.

The SEC requires that before our independent registered public accounting firm is engaged by us to render any auditing or permitted non-audit related service, the engagement be either: (i) approved by our Audit Committee or (ii) entered into pursuant to pre-approval policies and procedures established by the Audit Committee, provided that the policies and procedures are detailed as to the particular service, the Audit Committee is informed of each service, and such policies and procedures do not include delegation of the Audit Committee’s responsibilities to management.

We do not have an Audit Committee. Our Board pre-approves all services provided by our independent registered public accounting firm. All of the above services and fees paid during ~~2022~~2023 and ~~2021~~2022 were pre-approved by our Board.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Please see the “Exhibit Index,” which is incorporated herein by reference, following the signature page for a list of our exhibits.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.
	Universal Gaming Corporation
Dated: April 26, 2023	By:	/s/ John Ioannis Neocleous
Dated: April 16, 2024	By:	/s/ John Ioannis Neocleous
		John Ioannis NeocleousPresident and DirectorPrincipal Executive Officer Principal Financial OfficerPrincipal Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature		Date
/s/ John Ioannis Neocleous		April 2616, ~~2023~~2024
John Ioannis NeocleousPresident and DirectorPrincipal Executive Officer Principal Financial OfficerPrincipal Accounting Officer

18 Table of Contents

EXHIBIT INDEX

3.1		Certificate of Amendment to Articles of Incorporation ~~[1]~~*
3.2		By-Laws Inc. [2]
10.1		IP Contribution Agreement**
31.1		~~Certification of Chief Executive Officer pursuant to~~ Rule 13(a)-14(a)/15(d)-14(a) Certification of ~~the~~Chief ~~Securities~~Executive ~~Act of 1934~~Officer
31.2		~~Certification of Chief Financial Officer pursuant to~~ Rule 13(a)-14(a)/15(d)-14(a) Certification of ~~the~~Chief ~~Securities~~Financial ~~Act~~Officer ~~of 1934~~ ***
32.1		~~Certification of Chief Executive Officer Executive Officer under~~ Section 1350 asCertification ~~Adopted pursuant Section 906~~ of ~~the~~Chief ~~Sarbanes-Oxley~~Executive ~~Act of 2002~~Officer
32.2		Section 1350 Certification of Chief Financial Officer ~~under Section 1350 as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~ ****
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

[1]	Incorporated by reference from the Company’s S-1 filed with the Commission on October 5, 2020.
*	Incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed April 6, 2023
[2]	Incorporated by reference from the Company’s S-1 filed with the Commission on October 5, 2020
**	Incorporated by reference to Exhibit 10.01 of the Company’s Form 8-K filed March 28, 2023
***	Included in Exhibit 31.1
****	Included in Exhibit 32.1

* Included in Exhibit 31.1

** Included in Exhibit 32.1

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