EOS INC. |
(Exact name of registrant as specified in its charter) |
Nevada | 30-0873246 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☐ | Smaller reporting company | ☒ |
Emerging Growth Company | ☒ |
2 |
our growth strategies; | |||
| our anticipated future operation and profitability; |
| our future financing capabilities and anticipated need for working capital; |
| the anticipated trends in our industry; |
| acquisitions of other companies or assets that we might undertake in the future; |
| our operations in China and the regulatory, economic and political conditions in China; and |
| current and future competition. |
3 |
4 |
5 |
6 |
7 |
8 |
9 |
High | Low | |||||||
Year ended December 31, 2021 | ||||||||
1st Quarter | $ | 4.21 | $ | 3.75 | ||||
2nd Quarter | $ | 18.00 | $ | 2.25 | ||||
3rd Quarter | $ | 1.01 | $ | 1.01 | ||||
4th Quarter | $ | 25.00 | $ | 25.00 | ||||
Year ended December 31, 2020 | ||||||||
1st Quarter | $ | 1.00 | $ | 1.00 | ||||
2nd Quarter | $ | 1.50 | $ | 1.50 | ||||
3rd Quarter | $ | 1.50 | $ | 1.50 | ||||
4th Quarter | $ | 3.25 | $ | 3.25 |
10 |
11 |
1. | Our ability to attract and retain management and key employees; |
2. | Our ability to generate customer demand for our products; |
3. | The intensity of competition; and |
4. | General economic conditions. |
12 |
13 |
14 |
15 |
16 |
☐ | Equity method investments when the Company has the ability to exercise significant influence, but not control, over the investee. Its proportionate share of the income or loss is recognized monthly and is recorded in gain (loss) on equity investments. |
☐ | Non-marketable cost method investments when the equity method does not apply. |
☐ | Marketable equity securities include the consideration of general market conditions, the duration and extent to which the fair value is below cost, and our ability and intent to hold the investment for a sufficient period of time to allow for recovery of value in the foreseeable future. The Company also considers specific adverse conditions related to the financial health of, and the business outlook for, the investee, which may include industry and sector performance, changes in technology, operational and financing cash flow factors, and changes in the investee’s credit rating. The Company records other-than-temporary impairments on marketable equity securities and marketable equity method investments in gain (loss) on equity investments. |
☐ | Non-marketable equity investments based on the Company’s assessment of the severity and duration of the impairment, and qualitative and quantitative analysis of the operating performance of the investee; adverse changes in market conditions and the regulatory or economic environment; changes in operating structure or management of the investee; additional funding requirements; and the investee’s ability to remain in business. A series of operating losses of an investee or other factors may indicate that a decrease in value of the investment has occurred that is other than temporary and that shall be recognized even though the decrease in value is in excess of what would otherwise be recognized by application of the equity method. A loss in value of an investment that is other than a temporary decline shall be recognized. Evidence of a loss in value might include, but would not necessarily be limited to, absence of an ability to recover the carrying amount of the investment or inability of the investee to sustain an earnings capacity that would justify the carrying amount of the investment. The Company records other-than-temporary impairments for non-marketable cost method investments and equity method investments in gain (loss) on equity investments. |
17 |
For the year ended December 31, 2021: | ||||
Nutrition supplement | $ | 68,840 | ||
Water purifier machine | 107,826 | |||
Automobile carbon reduction machine | 305,868 | |||
Software | 35,953 | |||
Total | $ | 518,487 |
For the year ended December 31, 2020: | ||||
Nutrition supplement | $ | 73,317 | ||
Water purifier machine | 1,376,795 | |||
Automobile carbon reduction machine | 400,061 | |||
Software | 87,613 | |||
Total | $ | 1,937,786 |
For the year ended December 31, 2021: | ||||
Asia Pacific | $ | 518,487 | ||
Total | $ | 518,487 |
For the year ended December 31, 2020: | ||||
Asia Pacific | $ | 1,937,786 | ||
Total | $ | 1,937,786 |
18 |
19 |
| Level 1 – Inputs are quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Valuation of these instruments does not require a high degree of judgment as the valuations are based on quoted prices in active markets that are readily and regularly available. | |
| Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable as of the measurement date, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |
| Level 3 – Valuations based on inputs that are unobservable and not corroborated by market data. The fair value for such assets and liabilities is generally determined using pricing models, discounted cash flow methodologies, or similar techniques that incorporate the assumptions a market participant would use in pricing the asset or liability. |
20 |
Customer | Net sales for the year ended December 31, 2021 | Accounts receivable balance as of December 31, 2021 | ||||||
A | $ | 290,749 | $ | 382,189 | ||||
B | $ | 204,018 | $ | 134,655 |
Customer | Net sales for the year ended December 31, 2020 | Accounts receivable balance as of December, 2020 | ||||||
A | $ | 1,714,737 | $ | 1,054,412 |
Supplier | Net purchase for the year ended December 31, 2021 | Accounts payable balance as of December 31, 2021 | ||||||
A | $ | - | $ | - | ||||
B | $ | 32,876 | $ | - | ||||
C | $ | - | $ | - | ||||
D | $ | - | $ | - | ||||
E | $ | 71,505 | $ | - | ||||
F | $ | 12,893 | $ | - |
Supplier | Net purchase for the year ended December 31, 2020 | Accounts payable balance as of December 31, 2020 | ||||||
A | $ | 182,634 | $ | - | ||||
B | $ | 108,404 | $ | 18,079 | ||||
C | $ | 50,927 | $ | - | ||||
D | $ | 49,230 | $ | - |
21 |
22 |
23 |
24 |
Financial Statements: | |||
F-1 |
/s/ Onestop Assurance PAC |
F-2 |
December 31, 2021 | December 31, 2020 | |||||||
Assets | ||||||||
Current Assets | ||||||||
Cash and cash equivalents | $ | 24,141 | $ | 122,482 | ||||
Accounts receivable | 548,201 | 1,116,310 | ||||||
Inventory, net | 29,573 | 214,539 | ||||||
Advance to suppliers | 280,224 | 191,633 | ||||||
Security deposits | 1,127,989 | 1,113,010 | ||||||
Prepaid expenses and other current assets | 27,773 | 26,459 | ||||||
Total current assets | 2,037,901 | 2,784,433 | ||||||
Non-current Assets | ||||||||
Property and equipment, net | 6,739 | 8,175 | ||||||
Operating lease right of use asset, net | 85,419 | 1,914 | ||||||
Total non-current assets | 92,158 | 10,089 | ||||||
Total assets | $ | 2,130,059 | $ | 2,794,522 | ||||
Liabilities and Shareholders' Equity | ||||||||
Current Liabilities | ||||||||
Accounts payable | $ | 0 | $ | 18,415 | ||||
Other payable and accrued expenses | 88,040 | 81,360 | ||||||
Due to shareholders | 30,858 | 107,791 | ||||||
Income tax payable | 55,394 | 26,169 | ||||||
Other current liabilities | 500,000 | 250,000 | ||||||
Operating lease liabilities - current | 37,779 | 838 | ||||||
Short-term loan | 80,047 | 44,457 | ||||||
Total current liabilities | 792,118 | 529,030 | ||||||
Non-current liabilities | ||||||||
Long-term loan | 204,133 | 122,528 | ||||||
Operating lease liabilities – noncurrent | 47,640 | 1,076 | ||||||
Total non-current liabilities | 251,773 | 123,604 | ||||||
Total liabilities | 1,043,891 | 652,634 | ||||||
Commitments and Contingencies | 0- | 0- | ||||||
Shareholders’ Equity | ||||||||
Preferred stock ($0.001 par value, 5,000,000 shares authorized, 1,500,000 and 0 shares issued and outstanding as at December 31, 2021 and 2020, respectively) | 1,500 | 0- | ||||||
Common stock ($0.001 par value, 575,000,000 shares authorized, 180,065,254 and 74,123 shares issued and outstanding as at December 31, 2021 and 2020, respectively) | 180,065 | 74 | ||||||
Additional paid in capital | 29,060 | 186,474 | ||||||
Accumulated income | 722,925 | 1,803,259 | ||||||
Other comprehensive income | 133,056 | 111,776 | ||||||
Total shareholders’ equity | 1,066,606 | 2,101,583 | ||||||
Non-controlling interest | 19,562 | 40,305 | ||||||
Total Equity | 1,086,168 | 2,141,888 | ||||||
Total liabilities and shareholders’ equity | $ | 2,130,059 | $ | 2,794,522 |
F-3 |
For the Years ended | ||||||||
December 31, | ||||||||
2021 | 2020 | |||||||
Net sales | $ | 518,487 | $ | 1,937,786 | ||||
Cost of sales | 312,951 | 308,308 | ||||||
Gross profit | 205,536 | 1,629,478 | ||||||
Selling, general and administrative expenses | 1,274,616 | 2,371,674 | ||||||
Loss from operations | (1,069,080 | ) | (742,196 | ) | ||||
Other income (expense) | ||||||||
Interest income (expense) | (1,797 | ) | (339 | ) | ||||
Other income (expense) | (49,238 | ) | 8,395 | |||||
Gain (loss) on investment in equity securities | 35,142 | (20,750 | ) | |||||
Total other income (expense) | (15,893 | ) | (12,694 | ) | ||||
Loss before income tax provision | (1,084,973 | ) | (754,890 | ) | ||||
Income tax expenses | 16,592 | 16,257 | ||||||
Net Loss | $ | (1,101,565 | ) | $ | (771,147 | ) | ||
Other Comprehensive Income (Loss): | ||||||||
Net income (loss) attributable to non-controlling interests | $ | (21,231 | ) | $ | 3,323 | |||
Net loss attributable to EOS and subsidiaries | (1,080,334 | ) | (774,470 | ) | ||||
Foreign currency translation adjustment, net of tax | 21,768 | 101,341 | ||||||
Comprehensive Loss | $ | (1,079,797 | ) | $ | (669,806 | ) | ||
Net loss per share: | ||||||||
Basic and diluted | $ | (0.01 | ) | $ | (9.04 | ) | ||
Weighted average number of common shares: | ||||||||
Basic and diluted | 77,243,336 | 74,123 | ||||||
F-4 |
Accumulated | ||||||||||||||||||||||||||||||||||||
Common Stock | Preferred Stock | Additional | other | Non- | ||||||||||||||||||||||||||||||||
Number of | Number of | Paid-in | Retained | Comprehensive | controlling | |||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Earnings | Income (Loss) | Interest | Total | ||||||||||||||||||||||||||||
Balance at December 31, 2019 | 74,123 | $ | 74 | 0 | $ | 0- | $ | 165,226 | $ | 2,577,729 | $ | 13,465 | $ | 0- | $ | 2,756,494 | ||||||||||||||||||||
Contributions from non-controlling interest | - | - | - | 0- | 21,248 | 0- | 0- | 33,952 | 55,200 | |||||||||||||||||||||||||||
Foreign Currency Translation Adjustment | - | - | - | 0- | 0- | 0- | 98,311 | 3,030 | 101,341 | |||||||||||||||||||||||||||
Net income (loss) | - | - | - | - | 0- | (774,470 | ) | 0- | 3,323 | (771,147 | ) | |||||||||||||||||||||||||
Balance at December 31, 2020 | 74,123 | $ | 74 | 0 | $ | 0- | $ | 186,474 | $ | 1,803,259 | $ | 111,776 | $ | 40,305 | $ | 2,141,888 | ||||||||||||||||||||
Cancellation of Common Stock | (10,000 | ) | (10 | ) | - | 0- | (35,132 | ) | 0- | 0- | 0- | (35,142 | ) | |||||||||||||||||||||||
Reverse Stock Split Adjustment | 1,131 | 1 | - | 0- | (1 | ) | 0- | 0- | 0- | 0- | ||||||||||||||||||||||||||
Shares Issued for Liability Converted | 90,000,000 | 90,000 | - | 0- | (30,781 | ) | 0- | 0- | 0- | 59,219 | ||||||||||||||||||||||||||
Shares Issued for minority controlling interests of its subsidiary | 90,000,000 | 90,000 | - | 0- | (90,000 | ) | 0- | 0- | 0- | 0- | ||||||||||||||||||||||||||
Issuance of Preferred Stock to related party | - | - | 1,500,000 | 1,500 | (1,500 | ) | 0- | 0- | 0- | 0- | ||||||||||||||||||||||||||
Foreign currency translation adjustment | - | - | - | 0- | 0- | 0- | 21,280 | 488 | 21,768 | |||||||||||||||||||||||||||
Net loss | - | - | - | - | 0- | (1,080,334 | ) | 0- | (21,231 | ) | (1,101,565 | ) | ||||||||||||||||||||||||
Balance at December 31, 2021 | 180,065,254 | $ | 180,065 | 1,500,000 | $ | 1,500 | $ | 29,060 | $ | 722,925 | $ | 133,056 | $ | 19,562 | $ | 1,086,168 |
F-5 |
For the Year ended | ||||||||
December 31, | ||||||||
2021 | 2020 | |||||||
Cash Flows from Operating activities | ||||||||
Net loss | $ | (1,101,565 | ) | $ | (771,147 | ) | ||
Adjustments to reconcile net income to net cash provided by operating activities | ||||||||
Bad debt expenses | 233,907 | 1,339,175 | ||||||
Depreciation | 1,887 | 2,269 | ||||||
Amortization of right-of-use asset | 27,963 | 780 | ||||||
Realized (gain) loss from investment | (35,142 | ) | 20,750 | |||||
Changes in operating assets and liabilities: | ||||||||
Decrease (increase) in accounts receivable | 341,157 | (228,242 | ) | |||||
Decrease (increase) in inventory | 186,455 | (193,876 | ) | |||||
Decrease (increase) in advance to suppliers | (85,318 | ) | 139,772 | |||||
Decrease (increase) in security deposits and other assets | (950 | ) | (937,531 | ) | ||||
Increase (decrease) in accounts payable | (18,524 | ) | 15,483 | |||||
Increase (decrease) in accrued expenses | 255,542 | 252,208 | ||||||
Increase (decrease) in income tax payable | 28,297 | (1,308 | ) | |||||
Increase (decrease) in operating lease liabilities | (27,963 | ) | (780 | ) | ||||
Net cash used in operating activities | (194,254 | ) | (362,447 | ) | ||||
Cash Flows from Investing activities | ||||||||
Purchase of equipment | (352 | ) | (2,218 | ) | ||||
Net cash used in Investing activities | (352 | ) | (2,218 | ) | ||||
Cash Flows from Financing activities | ||||||||
Repayment to a related party | (235,289 | ) | (137,416 | ) | ||||
Proceeds from a related party | 216,467 | 144,188 | ||||||
Proceeds from borrowings | 179,064 | 169,757 | ||||||
Repayment to borrowings | (64,971 | ) | (10,515 | ) | ||||
Proceeds from investments by non-controlling interests in subsidiary | 0- | 33,952 | ||||||
Net cash provided by financing activities | 95,271 | 199,966 | ||||||
Effect of exchange rate changes on cash and cash equivalents | 994 | (8,413 | ) | |||||
Net decrease in cash and cash equivalents | (98,341 | ) | (173,112 | ) | ||||
Cash and Cash Equivalents | ||||||||
Beginning | 122,482 | 295,594 | ||||||
Ending | $ | 24,141 | $ | 122,482 | ||||
Supplemental Disclosure of Cash Flows | ||||||||
Cash paid during the periods for: | ||||||||
Interest | $ | 3,142 | $ | 494 | ||||
Income taxes | $ | 16,592 | $ | 16,257 | ||||
Non-cash investing and financing activities: | ||||||||
Related party debt converted to Common stock | 59,219 | 0- | ||||||
Issuance of Common Stock for minority controlling interests of its subsidiary | 90,000 | 0- | ||||||
Issuance of Preferred Stock to related party | 1,500 | 0- | ||||||
F-6 |
F-7 |
F-8 |
| Equity method investments when the Company has the ability to exercise significant influence, but not control, over the investee. Its proportionate share of the income or loss is recognized monthly and is recorded in gain (loss) on equity investments. |
| Non-marketable cost method investments when the equity method does not apply. |
| Marketable equity securities include the consideration of general market conditions, the duration and extent to which the fair value is below cost, and the Company’s ability and intent to hold the investment for a sufficient period of time to allow for recovery of value in the foreseeable future. The Company also considers specific adverse conditions related to the financial health of, and the business outlook for, the investee, which may include industry and sector performance, changes in technology, operational and financing cash flow factors, and changes in the investee’s credit rating. The Company records other-than-temporary impairments on marketable equity securities and marketable equity method investments in gain (loss) on equity investments. |
| Non-marketable equity investments based on the Company’s assessment of the severity and duration of the impairment, and qualitative and quantitative analysis of the operating performance of the investee; adverse changes in market conditions and the regulatory or economic environment; changes in operating structure or management of the investee; additional funding requirements; and the investee’s ability to remain in business. A series of operating losses of an investee or other factors may indicate that a decrease in value of the investment has occurred that is other than temporary and that shall be recognized even though the decrease in value is in excess of what would otherwise be recognized by application of the equity method. A loss in value of an investment that is other than a temporary decline shall be recognized. Evidence of a loss in value might include, but would not necessarily be limited to, absence of an ability to recover the carrying amount of the investment or inability of the investee to sustain an earnings capacity that would justify the carrying amount of the investment. The Company records other-than-temporary impairments for non-marketable cost method investments and equity method investments in gain (loss) on equity investments. |
F-9 |
For the year ended December 31, 2021: | ||||
Nutrition supplement | $ | 68,840 | ||
Water purifier machine | 107,826 | |||
Automobile carbon reduction machine | 305,868 | |||
Software | 35,953 | |||
Total | $ | 518,487 |
For the year ended December 31, 2020: | ||||
Nutrition supplement | $ | 73,317 | ||
Water purifier machine | 1,376,795 | |||
Automobile carbon reduction machine | 400,061 | |||
Software | 87,613 | |||
Total | $ | 1,937,786 |
For the year ended December 31, 2021: | ||||
Asia Pacific | $ | 518,487 | ||
Total | $ | 518,487 | ||
For the year ended December 31, 2020: | ||||
Asia Pacific | $ | 1,937,786 | ||
Total | $ | 1,937,786 |
F-10 |
F-11 |
| Level 1 – Inputs are quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Valuation of these instruments does not require a high degree of judgment as the valuations are based on quoted prices in active markets that are readily and regularly available. | |
| Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable as of the measurement date, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |
| Level 3 – Valuations based on inputs that are unobservable and not corroborated by market data. The fair value for such assets and liabilities is generally determined using pricing models, discounted cash flow methodologies, or similar techniques that incorporate the assumptions a market participant would use in pricing the asset or liability. |
F-12 |
Customer | Net sales for the year ended December 31, 2021 | Accounts receivable balance as of December 31, 2021 | ||||||
A | $ | 290,749 | $ | 382,189 | ||||
B | $ | 204,018 | $ | 134,655 |
Customer | Net sales for the year ended December 31, 2020 | Accounts receivable balance as of December, 2020 | ||||||
A | $ | 1,714,737 | $ | 1,054,412 |
Supplier | Net purchase for the year ended December 31, 2021 | Accounts payable balance as of December 31, 2021 | ||||||
A | $ | 0 | $ | 0 | ||||
B | $ | 32,876 | $ | 0 | ||||
C | $ | 0 | $ | 0 | ||||
D | $ | 0 | $ | 0 | ||||
E | $ | 71,505 | $ | 0 | ||||
F | $ | 12,893 | $ | 0 |
Supplier | Net purchase for the year ended December 31, 2020 | Accounts payable balance as of December 31, 2020 | ||||||
A | $ | 182,634 | $ | 0 | ||||
B | $ | 114,243 | $ | 18,079 | ||||
C | $ | 111,919 | $ | 0 | ||||
D | $ | 49,230 | $ | 0 |
F-13 |
F-14 |
Year Ended | Year Ended | |||||||
Lease Cost | December 31, 2021 | December 31, 2020 | ||||||
Operating lease cost (included in general and administrative expenses in the Company’s statement of operations) | $ | 29,582 | $ | 834 | ||||
Other Information | ||||||||
Right-of-use assets obtained in exchange for new operating leases liabilities | 113,592 | 2,731 | ||||||
Cash paid for amounts included in the measurement of lease liabilities for the year ended | $ | 29,582 | $ | 834 | ||||
Weighted average remaining lease term – operating leases (in years) | 3.08 | 2.25 | ||||||
Average discount rate – operating lease | 2.44 | % | 2.44 | % |
As of | As of | |||||||
December 31, 2021 | December 31, 2020 | |||||||
Operating leases | ||||||||
Right-of-use assets | $ | 85,419 | $ | 1,914 | ||||
Operating lease liabilities | $ | 85,419 | $ | 1,914 |
For the years ending December 31, | ||||
2022 | 39,442 | |||
2023 | 38,777 | |||
2024 | 9,639 | |||
Total lease payments | 87,858 | |||
Less: Interest | (2,439 | ) | ||
Total | 85,419 |
April 22, | ||||
2020 | ||||
Current assets | $ | 38,303 | ||
Noncurrent assets | 779 | |||
Current liabilities | 1,406,166 | |||
Shareholders’ deficit | (1,367,084 | ) |
F-15 |
For the period from January 1, 2020 to April 22, 2020. | ||||
Net sales | $ | 854 | ||
Gross profit | 498 | |||
Net loss | (14,240 | ) | ||
Share of loss from investment accounted for using equity method | (2,848 | ) |
Name of Related Party | Nature of Relationship | |
Yu Cheng Yang | Majority Shareholder, Director and Officer of the Company | |
Co-Innovation Group Limited | Company under control of Yu Cheng Yang | |
World Capital Holding Limited | Company under control by Shanghai Qifan Qiye Management Co., Ltd.’s shareholders, former non-controlling interest of the Company |
F-16 |
For the Years Ended December 31, | ||||||||
2021 | 2020 | |||||||
Current income tax | ||||||||
U.S. | $ | 0 | $ | 0 | ||||
Taiwan | 16,592 | 16,257 | ||||||
PRC | 0 | 0 | ||||||
Sub total | 16,592 | 16,257 | ||||||
Deferred income tax | ||||||||
Deferred tax assets for NOL carry forwards | 58,003 | 61,408 | ||||||
Valuation allowance | (58,003 | (61,408 | ||||||
Net changes in deferred income tax (benefit) | 0 | 0 | ||||||
Total income tax provision | $ | 16,592 | $ | 16,257 |
F-17 |
For the Years Ended | ||||||||
December 31,2021 | December 31,2020 | |||||||
Net loss before income tax | (1,084,973 | (754,890 | ||||||
Statutory tax rate | 20 | % | 20 | % | ||||
Income tax provision | (216,995 | ) | (150,978 | ) | ||||
Valuation allowance | 58,003 | 61,408 | ||||||
Non-taxable income | 180,283 | 109,061 | ||||||
Other, primarily the difference in tax rates | (4,699 | (3,234 | ||||||
Income tax provision, net | 16,592 | 16,257 |
December 31, | December 31, | |||||||
2021 | 2020 | |||||||
Deferred tax assets: | ||||||||
Net operating loss carryforwards | $ | 235,488 | $ | 177,485 | ||||
Less: Valuation allowance | (235,488 | ) | (177,485 | ) | ||||
Deferred tax assets, net | $ | 0 | $ | 0 |
F-18 |
25 |
Name | Age | Position | |||||
He-Siang Yang | 70 | Chief Executive Officer (“CEO”), President, Secretary, Treasurer and (1) |
42 | Director and General Manager (2) | |||
Lai-Chen Kwok | 78 | Director (3) |
26 |
| A petition under the federal bankruptcy |
| Convicted in a criminal proceeding or |
| The subject | ||
(i) | Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; | ||
(ii) | Engaging in any type of business practice; or | ||
(iii) | Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; |
27 |
| The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting |
| Found by a court of competent jurisdiction | |
| Found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; | |
| The subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: |
(i) | Any federal or state securities or commodities law | ||
(ii) | Any law or regulation respecting financial institutions or insurance companies including, but not | ||
(iii) | Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| The subject of, or a party to, any sanction or order, not subsequently reversed, suspended or |
28 |
29 |
Name and principal position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan ($) | Non-qualified Deferred Compensation Earnings ($) | All other compensation ($) | Total ($) | ||||||||||
Yu Cheng Yang President, Secretary, Treasurer and director | 2015 | 0 | $ | 0 |
Name and Principal Position | Year | Salary FY ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||||||
He Siang Yang, | 2021 | 59,091 | - | - | - | - | - | - | 59,091 | |||||||||||||||||||||||||||
CEO, President, Secretary, | 2020 | 61,112 | - | - | - | - | - | - | 61,112 | |||||||||||||||||||||||||||
Treasurer, and Director (1) | ||||||||||||||||||||||||||||||||||||
Yu Cheng Yang, | 2021 | 173,692 | 7,163 | - | - | - | - | - | 180,855 | |||||||||||||||||||||||||||
Director and General Manager (1) | 2020 | 167,042 | - | - | - | - | - | - | 167,042 | |||||||||||||||||||||||||||
Lai Chen Kwok, | 2021 | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
Director (1) | 2020 | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
Yu-Hsiang Chia, | 2021 | 25,785 | 1,074 | - | - | - | - | - | 26,859 | |||||||||||||||||||||||||||
Branch Manager (1) | 2020 | 29,538 | - | - | - | - | - | - | 29,538 |
Name of Beneficial Owner | Common Stock Beneficially Owned | Percentage of Common Stock Beneficially Owned (1) | ||||||
Officers and directors as a group | ||||||||
Yu Cheng Yang | 30,000,000 | 47 | % | |||||
All officers and directors as a group (1 person) | 30,000,000 | 47 | % | |||||
5% or more shareholders | ||||||||
He Hsian Yang | 10,000,000 | 16 | % | |||||
All 5% or more Shareholders as a group (1 person) | 10,000,000 | 16 | % | |||||
Total | 40,000,000 | 63 | % |
Name of Beneficial Owner | Common Stock Beneficially Owned | Percentage of Common Stock Beneficially owned (1) | ||||||
Officers and directors as a group | ||||||||
Yu Cheng Yang | 30,000 | 0.02 | % | |||||
He Siang Yang | 10,000 | 0.01 | % | |||||
Lai Chen Kwok | 901 | 0.00 | % | |||||
All officers and directors as a group (3 person) | 40,901 | 0.03 | % | |||||
5% or more shareholders | ||||||||
Co-Innovation Group Limited | 150,000,000 | 83.30 | % | |||||
World Capital Holding Ltd. | 30,000,000 | 16.66 | % | |||||
Total | 180,040,901 | 99.99 | % |
30 |
Year Ended December 31, 2015 | Year Ended December 31, 2021 | Year Ended December 31, 2020 | ||||||||||
Audit Fees | $ | 12,000 | $ | 53,000 | 20,000 | |||||||
Audit-Related Fees | ||||||||||||
Tax Fees | 1,000 | 1,000 | 1,000 | |||||||||
All Other Fees | 0 | - | ||||||||||
$ | 13,000 | |||||||||||
Total | $ | 54000 | 21,000 |
31 |
Exhibit Number | Description | |
101.INS* | XBRL Instance Document | |
101.SCH* | XBRL Taxonomy Extension Schema Document | |
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | XBRL Taxonomy Extension Label | |
101.PRE* | ||
XBRL Taxonomy Extension Presentation |
+ | Filed herewith |
*** | XBRL (Extensible Business Reporting Language) information is furnished and not filed herewith, is not a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |
[1] | Incorporated by reference to Exhibits 3.1 and 3.2 to the Company’s Form S-1 filed on September 10, 2015 and Exhibit 3.4 to the Company’s Form S-1 Amendment No. 1 filed on October 21, 2015. |
[2) | Incorporated by reference to Exhibit 3.3 to the Company’s Form S-1 filed on September 10, 2015. |
[3] | Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on August 13, 2019. |
[4] | Incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed on August 13, 2019 |
[5] | Incorporated by reference to Exhibit 10.3 to the Company’s current report on Form 8-K filed on August 13, 2019 |
[6] | Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on November 26, 2019. |
[7] | Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on March 5, 2020. |
[8] | Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on April 1, 2020. |
[9] | Incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed on April 16, 2020 |
32 |
EOS Inc. | |||
Dated: April 15, 2021 | By: | /s/ He-Siang Yang | |
He-Siang Yang | |||
Principal Executive Officer Principal Financial Officer President and Chairman of the Board |
EOS Inc. | ||||
Signature | Title | Date | ||
/s/ He-Siang Yang | Principal Executive Officer, | April 15, 2021 | ||
He-Siang Yang | President and Chairman of the Board | |||
/s/ Yu Cheng Yang | Director | April 15, 2021 | ||
Yu Cheng Yang |
Director | April 15, 2021 | ||
33 |
December 31, 2015 | ||||
ASSETS | ||||
Current Assets | ||||
Cash and cash equivalents | $ | 54,132 | ||
Total Current Assets | 54,132 | |||
Total Assets | $ | 54,132 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Current Liabilities | ||||
Due to related parties | $ | 150,000 | ||
Total Current Liabilities | 150,000 | |||
Total liabilities | 150,000 | |||
Stockholders' Equity | ||||
Common stock, par value $0.001 per share, 75,000,000 share authorized, 54,122,997 shares issued and outstanding | 54,123 | |||
Deficit accumulated during development stage | (149,991 | ) | ||
Total Stockholders' Equity | (95,868 | ) | ||
Total Liabilities and Equity | $ | 54,132 |
Revenue | $ | - | ||
General and administrative expenses | 150,000 | |||
Loss from operations | (150,000 | ) | ||
Loss before income taxes | (150,000 | ) | ||
Other income (expenses) | ||||
Interest income | 9 | |||
Total other income(expenses) | 9 | |||
Provision for income taxes expense | - | |||
Net loss | $ | (149,991 | ) | |
Weighted average number of common shares: | ||||
Basic and diluted | 54,122,997 | |||
Net loss per share: | ||||
Basic and diluted | $ | (0.00 | ) |
Cash flows from operating activities | ||||
Net loss | $ | (149,991 | ) | |
Cash flows from financing activities | ||||
Proceeds from issuance of common stock | 54,123 | |||
Loan from officers | 150,000 | |||
Net cash provided by financing activities | 204,123 | |||
Net increase in cash and cash equivalents | 54,132 | |||
Cash and cash equivalents | ||||
Beginning | - | |||
Ending | $ | 54,132 |
Deficits | ||||||||||||||||
Common Stock | Accumulated during | |||||||||||||||
Shares | Amount | the development stage | Total | |||||||||||||
Inception, April 3, 2015 | - | $ | - | $ | - | $ | - | |||||||||
Common stock issuance | 54,122,997 | 54,123 | - | 54,123 | ||||||||||||
Net loss for the period ended December 31, 2015 | - | - | (149,991 | ) | (149,991 | ) | ||||||||||
Balance, December 31, 2015 | 54,122,997 | $ | 54,123 | $ | (149,991 | ) | $ | (95,868 | ) |