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**UNITED STATES******

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**



**FORM 10-K/A**

**Amendment No. 1**









|☒  | ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|-- | ----------------------------------------------------------------------------------------
|   |                                                                                         
|   | for the fiscal year ended **December 31, 2022******                                     
|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 SWIMWEAR INC.**                               
|------------------------------------------------------
|(Exact name of registrant as specified in its charter)



















|**Nevada**                                                     |  | **47-3812711**                      
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)













**1700 Rhode Island 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:









|Title of each class | Trading  Symbol(s) | Name of each exchange on which registered
|------------------- | ------------------ | -----------------------------------------
|Common              | DSWR               | N/A                                      













Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☐ Yes ☒ No



Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☐ Yes ☒ No



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company in Rule 12b-2 of the Exchange Act.









|Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☒ | Smaller reporting company ☒ | Emerging growth company ☐
|------------------------- | ------------------- | ----------------------- | --------------------------- | -------------------------













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



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No



As of April 17, 2023 the Company has 64,242,500 shares of common stock issued and outstanding.









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EXPLANATORY NOTE



Deseo Swimwear Inc. is filing this Amendment No. 1 on Form 10-K/A (“Form 10-K/A”) to its Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on April 27, 2023 (the “Original Filing”) to correct the disclosure on the cover page as to whether the company is a shell company.  The “Yes” box was mistakenly checked instead of the “No” box.  The company is not a shell and has filed a Current Report on Form 8-K including such emergence from shell status disclosure, filed with the Securities and Exchange Commission on March 28, 2023.   No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, as amended, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K, as amended. In accordance with applicable SEC rules, this Amendment includes new certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as amended, dated as of the filing date of this Amendment.









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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.** |                                                                                                                                   
|------------------ | ----------------------- | ----------------------------------------------------------------------------------------------------------------------------------
|                   |                         |                                                                                                                                   
|Dated: May 8, 2023 | By:                     | */s/ John Ioannis Neocleous*                                                                                                      
|                   |                         | John Ioannis Neocleous President and Director Principal Executive Officer Principal Financial Officer Principal 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*                                                                                                       |  | May 8, 2023
|John Ioannis Neocleous President and Director Principal Executive Officer Principal Financial Officer Principal Accounting Officer |  |            



















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**EXHIBIT INDEX**









|3.1  |  | Articles of Incorporation [1]                                                                                                                  
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                                                
|3.2  |  | By-Laws Inc. [2]                                                                                                                               
|     |  |                                                                                                                                                
|31.1 |  | Certification of Chief Executive Officer pursuant to Rule 13(a)-14(a)/15(d)-14(a) of the Securities Act of 1934                                
|     |  |                                                                                                                                                
|31.2 |  | Certification of Chief Financial Officer pursuant to Rule 13(a)-14(a)/15(d)-14(a) of the Securities Act of 1934 *                              
|     |  |                                                                                                                                                
|32.1 |  | Certification of Chief Executive Officer Executive Officer under Section 1350 as Adopted pursuant Section 906 of the Sarbanes-Oxley Act of 2002
|     |  |                                                                                                                                                
|32.2 |  | Certification of Chief Financial Officer under Section 1350 as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **           



















|[1] | Incorporated by reference from the Company’s S-1 filed with the Commission on October 5, 2020.
|--- | ----------------------------------------------------------------------------------------------
|    |                                                                                               
|[2] | Incorporated by reference from the Company’s S-1 filed with the Commission on October 5, 2020 













* Included in Exhibit 31.1



** Included in Exhibit 32.1









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