UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

For the quarterly period ended June 30, 20222023

Commission File Number333-210419

1653 Chatsworth Blvd., San Diego, California 921071710 Rhode Island Avenue NW, 2nd floor, Washington DC 20036

(Address of principal executive offices)(Zip (Zip Code)

1-800-390-3013(202) 999-6598

(Registrant’s telephone number, including area code)

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

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.

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 August 9, 2022,October 2, 2023, there were 64,242,500304,242,500 shares of common stock issued and outstanding.

TABLE OFof CONTENTS

PART I—FINANCIAL INFORMATION

Deseo Swimwear Inc.

FINANCIAL STATEMENTS

CONTENTS

DESEO SWIMWEAR INC.

BALANCE SHEETS

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

DESEO SWIMWEAR INC.

STATEMENTS OF OPERATIONS

BALANCE SHEETSFor the three and six months ended June 30, 2023 and 2022

(unaudited)

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

DESEO SWIMWEAR INC.

STATEMENTS OF OPERATIONSCHANGES IN STOCKHOLDERS’ DEFICIT

For the Threethree and six months ended June 30, 20222023 and 20212022

(unaudited)

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

DESEO SWIMWEAR INC.

 STATEMENTS OF CASH FLOWS

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

Three andFor the six months Endedended June 30, 20222023 and 20212022

(unaudited)

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

DESEO SWIMWEAR INC.

 STATEMENTS OF CASH FLOWS

For Three and six months ended June 30, 2022 and 2021

(unaudited)

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

DESEO SWIMWEAR INC.

NOTES TO THE FINANCIAL STATEMENTS

June 30, 20222023

(unaudited)

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

The Company

Deseo Swimwear Inc. (the “Company”) was incorporated in the State of Nevada on April 20, 2015 and established a fiscal year end of December 31.  The Company 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.

On July 15, 2022, Deseo entered into a contribution agreement (the “Contribution Agreement”) with Cody Development Corp, a Louisiana corporation (“Cody”) and its sole shareholder Steven Ricks.  Under the terms of the Contribution Agreement, Mr. Ricks agreed to contribute to Deseo 100% of the capital stock of Cody to Deseo.  The Company was then indebted to Jon Darmstadter a significant shareholder of the Company(“Darmstadter”) for loans made in the amount of $127,304. On June 23, 2022, Ricks Investments paid $75,000 on behalf of Deseo in partial payment of the debt and agreed to pay the $52,304 balance on the closing of the transactions with Cody and its affiliate.  The transactions proposed by the Contribution Agreement, and all related agreements, were not consummated.  The Contribution Agreement, and all related agreements, between the Company, Cody and Mr. Ricks were terminated and waived as of February 17, 2023, and the parties agreed to a mutual waiver and release of all claims related thereto.  As part of September 16, 2021, Suzanne Cope resigned as the Corporations director, President; concurrent with Suzanne Cope’s resignation as director, President, Secretarywavier and Treasurer. Concurrent with Ms. Cope’s resignation,released, Mr Ricks was paid the Corporation appointed$75,000 he previously paid to Mr. Darmstadter on behalf of the Company.

On February 14, 2023, Michael Rosen, as President, Secretarythen the Company’s sole officer and Treasurerdirector, sold his shares of common 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 a membersuch 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, of DirectorsTreasurer and Secretary, and Director of the Corporation.Company.

Basis of Presentation – Unaudited Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q.  They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, thereThere has been no material changes in the information disclosed in the notes to the financial statements for the fiscal year ended December 31, 20212022 included in the Company’s Form 10-K, as amended by its Form 10-K/A, filed with the Securities and Exchange Commission.  The unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the six months ended June 30, 20222023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.2023.

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 somea 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, customers, industry, and workforce.

Use of Estimates and Assumptions

Preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period.  Accordingly, actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

Earnings (Loss) per Common Share

The basic earnings (loss) per common share is calculated by dividing the Company’s net income (loss) available to common shareholders by the weighted average number of common shares during the period. The diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company. As of June 30, 2022,2023, there were no common stock equivalents outstanding.

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 carryforwards.  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. 

Recent Accounting Standards

The Company does not expect the adoption of any recent accounting standards to have a material impact on its financial statements.

Subsequent Events

On July 15, 2022, Deseo entered into a contribution agreement (the “Contribution Agreement”) with Cody Development Corp,, a Louisiana corporation (“Cody”) and its sole shareholder Steven Ricks.  Under the terms of the Contribution Agreement, subject to the satisfaction of the conditions to closing set forth therein, Mr. Ricks agreed to contribute to Deseo 100% of the capital stock of Cody to Deseo.  Based in Louisiana, Cody is engaged in the construction business and is a subcontractor on a number of significant private and government construction projects.

In a related development, Ricks Investment entered into a stock purchase agreement, dated as of 15, 2022, with Michael Rosen, the principal stockholder and chief executive officer of Deseo (the “Rosen Purchase Agreement”).  Under the terms of the Rosen Purchase Agreement, and subject to the satisfaction of the conditions to closing set forth therein, Mr. Rosen agreed to sell to Rick Investment agreed, all 38,500,000 shares of Deseo common stock owned by Mr. Rosen for a total purchase price of $202,493 payable in the form of a twelve (12) month $202,493 installment note issued by Ricks Investment (the “Note”).  No payments will be required for the first 30 days after closing and then the Note is payable in installments of $20,000 per month, commencing September 30, 2022, for 10 months and $2,493 as a final payment at the end of the 12th month following the closing.  The Note is secured by a pledge of the 38,500,000 shares and as monthly installment payments are made on the Note, a pro-rata percentage of the shares are subject to release from the pledge.

Deseo is currently indebted to Jon Darmstadter (“Darmstadter”) for loans made in the amount of $127,304. On June 23, 2022, Ricks Investments paid $75,000 on behalf of Deseo in partial payment of the debt and agreed to pay the $52,304 balance on the closing of the transactions with Cody and its affiliate.

At closing of the above transactions, Deseo (to be renamed Cody Development Holdings, Inc.) will enter into a consulting agreement with Darmstadter, effective as of September 1, 2022, under which the consultant shall serve as a business development advisor and report to Mr. Ricks, as the new Chief Executive Officer. The agreement expires August 31, 2025; provided, that if (a) the consolidated net revenues of Deseo over the three-year term of the agreement equals or exceeds $15,000,000, and (b) the consolidated net revenues in the third anniversary year of the term ending August 31, 2025 equal or exceed consolidated net revenues in the second anniversary year of the Term ending August 31, 2024, the term of the agreement shall be extended to August 31, 2026; and provided further if consolidated net revenues in the anniversary year ending August 31, 2026 equal or exceed $15,000,000, then and in such event the term of this Agreement shall be extended to as late as August 31, 2027. In consideration for his services, Mr. Darmstadter shall receive an annual consulting fee equal to 2% of the consolidated net revenues of Deseo and its Cody subsidiary. Payable in cash on a monthly basis; provided that if mutually agreed upon such consulting fee may be paid in shares of Deseo common stock, valued at 100% of the closing price as traded on any national securities exchange or trading market at the time of issuance.

Closing of the transaction contemplated by the above agreements are subject to a number of conditions, including completion of the audited financial statements of Cody for the two years ended December 31, 2021 and unaudited interim financial statements for the two years six month periods ended June 30, 2022, as well as the preparation and filing with the SEC of a “jumbo” Form 8-K containing a full description of the business and management of Deseo and Cody and a description of the new board of directors of Deseo and its Cody subsidiary.

NOTE 2 – GOING CONCERN

To date the Company has generated no revenues from its business operations and has incurred operating losses since inception.  As at June 30, 2022,2023, the Company has a working capital deficit of $197,117$239,312 and has reported an accumulated deficit of $215,472.$257,667.  The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses.  The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations.  Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern for a period of 12 months from the issue date of these financials.  The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

NOTE 3 – RELATED PARTY TRANSACTIONS

During the six months ended June 30, 2022, a Company shareholder2023, Blue Circle Enterprises B.V which is controlled by Mr. Neocleous paid $25,219$24,186 of expenses on behalf of the Company..Company. At June 30, 2023 and December 31, 2022, the Company owed a former CEO $127,304 for expenses paid on behalf of the Company. The total amount owing toCompany also owed another former CEO $12,560 for expenses paid on behalf of the Company’s current CEO  and to a Company shareholder as of June 30, 2022 was $12,5602023.  In addition, the Company owed a former 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 $152,523 respectively.as a result, such former shareholder is owed an aggregate of $164,942 as of June 30, 2023).  The balances due are unsecured and non-interest-bearing with no set terms of repayment.

During

On March 24, 2023, the period ending December 31, 2021Company 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 former CEO sold/assigned theirCompany’s sole officer and director and principal shareholder, loanto effect the acquisition of $127,304 to a separate shareholdercertain of the Company.Contributor’s intellectual property assets, including patents pending, patents in preparation, proprietary technology, development plans, and contractual rights (the “Acquired Technology”). The balance due is unsecuredAcquired 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 non-interest bearing with no setWWW.BETSWISS.COM, that are structured and designed for the processing of gaming activities. 

Pursuant to the terms of repayment.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 200,000,000500,000,000 common shares authorized with a par value of $0.001 per share. 

On October 23, 2021, a Special Meeting of the Shareholders ofMarch 28, 2023, the Company and the Boardfiled a Certificate of Directors approved an Amendment to its Amended Articles of Incorporation to authorize 1,000,000with the Secretary of State of the State of Nevada effecting an increase in the authorized shares of preferredcommon stock par value $0.001 per share. Nofrom 200,000,000 to 500,000,000 shares.

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

Preferred Shares

Designation. The designationCompany has authorized a series of preferred stock shall bedesignated as 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’s CertificateCompany’s Articles of Incorporation.Incorporation, as amended. Any and all such future terms concerning dividends shall be reflected in an amendment to this Certificate,the Articles of Incorporation, which the Board shall promptly file or cause to be   filed.

On March 13, 2021, the Company filed a Certificate of Amendment to its Articles of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada increasing the authorizedNevada.

No shares of common stock, par value $0.001, to 200,000,000.Series A Super Voting Preferred Stock were outstanding as of June 30, 2023 or December 31, 2022.

NOTE 5 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date the financial statements were issued for disclosure purposes.  Based on this evaluation, no additional material events were identified which require adjustment or disclosure in these financial statements.

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This section of this Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certaintyreliance on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

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

Results of Operations

For the three-month periods ended June 30, 20222023 and 2021,2022, we had no revenue. Expenses for the three-month period ended June 30, 2023 totaled $24,603 resulting in a net loss of $24,603. The net loss for the three-month period ended June 30, 2023 is a result of general and administrative expense of $24,603, comprised of filing fees of $99; and professional fees of $24,504 comprised primarily of accounting and legal fees.  Expenses for the comparative three-month period ended June 30, 2022 totaled $11,585 resulting in a net loss of $11,585. The net loss for the three-month period ended June 30, 2022 is a result of general and administrative expense of $11,585, comprised of filing fees of $1,000; and professional fees of $10,585 comprised primarily of accounting and consulting fees. Expenses for the comparative three-month period ended June 30, 2021 is a result of general and administrative expenses totaling $5,494 resulting in a net loss of $5,494 comprised of  $1,600 transfer agent expenses; filing fees of $1,000 and professional fees of $2,894 comprised primarily of accounting fees. The increase in expenses between the June 30, 2023 and 2022 and 2021periods was primarily due to an increase in professional fees, between the two comparative periods.

For the six-month periods ended June 30, 20222023 and 2021,2022, we had no revenue. Expenses for the six-month period ended June 30, 2022 totaled $26,686 resulting in a net loss of $26,686. The net loss for the six-month period ended June 30, 2023 is a result of general and administrative expense of $26,686, comprised of filing fees of $500; and professional fees of $26,186 comprised primarily of accounting and consulting fees.  Expenses for the comparative six-month period ended June 30, 2022 totaled $32,941 resulting in a net loss of $32,941. The net loss for the six-month period ended June 30, 2022 is a result of general and administrative expense of $32,941, comprised of filing fees of $1,146; and professional fees of $31,795 comprised primarily of accounting and consulting fees.  Expenses for the comparative six-month period ended June 30, 2021 is a result of general and administrative expenses totaling $15,545 resulting in a net loss of $15,545 comprised of  $1,700 transfer agent expenses; filing fees of $1,179 and professional fees of $12,666 comprised primarily of accounting fees and consulting fees. The increasedecrease in expenses between June 30, 20222023 and 2021 was primarily due to an increasea decrease in professional fees, between the two comparative periods.

Capital Resources and Liquidity

No substantial revenues are anticipated until we have implemented our new plan of operations. With the exception of cash advances from Mr. John Ioannis Neocleous, our sole Officer and Director, and controlling shareholder, or his affiliated entities, we have no other source for funding the Company at this time. We must raise cash to implement our strategy and stay in business.  If we are unable to raise additional funds, there is substantial doubt as to our ability to continue as a going concern.

As of June 30, 2023 and December 31, 2022, we had $nil in cash as compared to $nil in cash at December 31, 2021.cash. The funds available to the Company will not be sufficient to fund the planned operations of the Company and maintain operations. As of June 30, 2022,2023, the Company’s sole officerformer CEO and director, Mr. Michael Rosen, hashad loaned the Company $12,560 and a former shareholder of the Company hashad loaned the Company $152,523.  Both parties have indicated they are willing$164,942.  See note 3 to the financial statements included in this Form 10-Q.  Neither party is expected to make additional financial commitments to the Company if required to maintain the operating status of the Company. Any such new financial commitments, including for purposes of developing and launching our expected new gaming operations outside the United States, will need to be obtained from third parties, of which there can be no assurance, or from Mr. Neocleous, our sole officer and director and principal shareholder, or from our other Company shareholders that are controlled by Mr. Neocleous (see note 3 to the financial statements included in this Form 10-Q).  Such officer and director  and principal shareholder has indicated a willingness, either directly or through such controlled entities, to make additional financial commitments to the Company if required to maintain the operating status of the Company and to implement its new gaming operations business plan, in the form of a non-secured loan for the next twelve months if no other funds are obtained by the Company, but the total amount that theyhe or such controlled entities are willing to invest has not yet been determined and there is no contract or written agreement in place.place regarding the provision of such financial commitments

Since our inception ofon April 20, 2015, and prior to our acquisition of the Acquired Technology pursuant to the IP Contribution Agreement discussed in Note 3 to the financial statements included in this Form 10-Q, we havehad started pre-launch operations, beginning with the design of our first line of swimwear under the brand name DS-Series. We have also initiated the designAs a result of our web-siteacquisition of the Acquired Technology, the Company has ceased its swimwear design and have launchedmanufacturing operations and website design operations, and expects that, over the preliminarynext 12-24 months, it will be begin providing gaming operations outside the United States and developing its business plan and new website during the period.  We are still in the process of sourcing third-party manufacturers to produce our swimwear line.with respect thereto. 

Off-balance sheet arrangements

Other than the situationExcept as described in the sectionSection titled Capital RecoursesResources and Liquidity, the company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the Company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 4.  Controls and Procedures.

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report (the “Evaluation Date”), the Company carried out an evaluation, under the supervision and with the participation of the Company's Principal Executive Officer and Principal Financial Officer (the “Certifying Officers”) of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as(as defined in rules 13a-15(e) and 15d-15(e)) under the Exchange Act. Based on that evaluation, the Certifying Officers have concluded that, as of the Evaluation Date, the disclosure controls and procedures in place were not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act,, is recorded, processed, summarized and reported on a timely basis in accordance with applicable rules and regulations as a result of material weaknesses disclosed in our annual report on Form 10-K filed with the SEC on April 27, 2023, as amended by the Form 10K-A filed with the SEC on May 11, 2022.2023.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended June 30, 20222023 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

Currently we are not involved in any pending litigation or legal proceeding.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 2. Unregistered Sales of Securities and Use of Proceeds.

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

Item 3. Defaults Upon Senior Securities.

NoneNone.

Item 4. Mine Safety Disclosures.

N/ANot applicable.

Item 5. Other Information.

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

Item 6. Exhibits.

SIGNATURES*SIGNATURES

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