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 to the year end February 17, 2023, Deseo 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 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 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 compared to Year Ended December 31, 2021

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

Expenses for the year ended December 31, 2022 consisting primarily of office and general expense of $48,450 for a net loss of $48,450. The 2022 expenses were comprised of professional fees of $46,235 and filing fees of $2,215. Compared to expenses for the year ended December 31, 2021, consisting primarily of office and general expenses total $36,444 and less other income of $9,250 from forgiveness of accounts payable resulting in a net loss of $27,194. The 2021 expenses were comprised of $30,106 in professional fees; filing fees of $2,398; and transfer agent expenses of $3,940; less other income of $9,250 from forgiveness of accounts payable. The increase in expenses from fiscal 2022 to fiscal 2021 was primarily due to an increase in professional fees due to the potential acquisition.

Capital Resources and Liquidity

Since our director may be unwilling or unable to loan or advance us additional capital, we believe that if we do not raise additional capital over the next 12 months following the filing of this annual report, we may be required to suspend or cease the implementation of our business plans.

As of December 31, 2022, we had $nil of cash compared to $nil of cash as of December 31, 2021. We anticipate that our current cash and cash equivalents and cash generated from financing activities will be insufficient to satisfy our liquidity requirements for the next 12 months. To date, the Company has incurred operating losses since inception of $230,981. As at December 31, 2022, the Company has working capital deficit of $212,626.

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.

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