UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


(Mark One)

(Mark One)

x

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED: September 30, 2023

FOR THE QUARTERLY PERIOD ENDED September 30, 2017

¨

¨

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

FOR THE TRANSITION PERIOD FROM __________ TO __________

COMMISSION FILE NUMBER 000-55661

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.)

Room 519, 5F.

4F-1, No.5, Qingdao E. Rd., No. 372, Linsen N. Road,

Zhongshan District,

Zhongzheng Dist.,

Taipei City 104,100008 Taiwan (R.O.C.)

(Republic of China)

(Address of principal executive offices, Zip Code)

+8862-2568-3278

8862-2586-8300

(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common
EOSS
OTC Pink
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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. Yesx
☒
No¨

☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yesx
☒
No¨

☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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

x

(Do not check if 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
¨
Nox

The

As of
N
ovem
ber 1
7
, 2023, the number of shares of registrant’s common stock outstanding asis 204,781,560.




EOS, Inc.
Table of November 10, 2017, is 64,122,997.

Contents

TABLE OF CONTENTS

Page

PART I - FINANCIAL INFORMATION


Item 1.

Financial Statements (Unaudited)

3

F-1

Item 2.

Management’sManagement���s Discussion and Analysis of Financial Condition and Results of Operation

14

3

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

16

6

Item 4.

Controls and Procedures

16

6

PART II - OTHER INFORMATION


Item 1.

Legal Proceedings

17

7

Item 1A.

Risk Factors

17

Item 1A.
Risk Factors
7
Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

17

7

Item 3.

Defaults Upon Senior Securities

17

7

Item 4.

Mine Safety Disclosures

17

7

Item 5.

Other Information

17

Item 6.5.

ExhibitsOther Information

18

7

Item 6.
Exhibits
8
SIGNATURES

9


19

2



PA
RT I — FINANCIAL INFORMATION

Item 1. Financial Statements.
The following unaudited interim condensed consolidated financial statements of EOS Inc. are included in this Quarterly Report on Form 10-Q:


INDEX TO FINANCIAL STATEMENT
Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022 (unaudited)
F-2
2
Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

FINANCIAL STATEMENT SCHEDULES

Financial Statements:

Consolidated Balance Sheets

4

ConsolidatedCondensed Consolidated Statements of Operations and Other Comprehensive Income (Loss)Loss for the three and nine months ended September 30, 2023 and 2022 (unaudited)

5

F-3

ConsolidatedCondensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 (unaudited)

6

F-4

Notes toCondensed Consolidated Financial Statements of Changes in Stockholders’ Equity for the nine months ended September 30, 2023 and 2022 (unaudited) 

7 - 13

 F-5

 
Notes to Condensed Consolidated Financial Statements for the nine months ended September 30, 2023 and 2022 (unaudited)
Table of ContentsF-6

EOS,



F-1


EO
S, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATEDBALANCE SHEETS

 

 

September 30,

 

 

December 31,

 

 

 

2017

 

 

2016

 

 

 

(Unaudited)

 

 

 

 

Assets

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$8,740

 

 

$42,086

 

Account receivable

 

 

83,481

 

 

 

-

 

Accounts receivable – related parties

 

 

130,528

 

 

 

-

 

Inventory

 

 

3,492

 

 

 

1,919

 

Advance to suppliers

 

 

40,989

 

 

 

-

 

Prepaid expenses

 

 

4,995

 

 

 

6,311

 

Total current assets

 

 

272,225

 

 

 

50,316

 

 

 

 

 

 

 

 

 

 

Property and Equipment, net

 

 

7,737

 

 

 

3,180

 

Security deposit

 

 

7,663

 

 

 

2,544

 

Total Assets

 

$287,625

 

 

$56,040

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

 

10,023

 

 

 

2,778

 

Accrued expenses

 

 

16,070

 

 

 

24,089

 

Due to shareholders

 

 

304,392

 

 

 

263,879

 

Advance from customers

 

 

-

 

 

 

34,797

 

Total current liabilities

 

 

330,485

 

 

 

325,543

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

330,485

 

 

 

325,543

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

 

 

 

Common stock, $0.001 par value; 75,000,000 shares authorized, 64,122,997 shares issued and outstanding

 

 

64,123

 

 

 

64,123

 

Additional paid-in capital

 

 

90,000

 

 

 

90,000

 

Accumulated deficit

 

 

(191,551)

 

 

(424,166)

Accumulated other comprehensive income (loss)

 

 

(5,432)

 

 

540

 

Total stockholders’ equity(deficit)

 

 

(42,860)

 

 

(269,503)

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders’ Equity

 

$287,625

 

 

$56,040

 

AS OF SEPTEMBER 30, 2023 AND DECEMBER 31, 2022 (UNAUDITED)

(In U.S. Dollars, except share data or otherwise stated)
 
 
 
September 30,
 
 
December 31,
 
 
 
2023
 
 
2022
 
Assets
 
 
 
      
Current Assets
 
 
 
      
Cash and cash equivalents
 
 
 
17,652
 
 
 
18,169
 
Accounts receivable
 
 
 
76,384
 
 
 
160,253
 
Inventory, net
 
 
 
68,855
 
 
 
46,196
 
Advance to suppliers
 
 
 
153,643
 
 
 
166,594
 
Security deposits
 
 
 
3,611
 
 
 
6,608
 
Prepaid expenses and other current assets
 
 
 
8,010
 
 
 
28,096
 
Total Current Assets
 
 
 
328,155
 
 
 
425,916
 
Non-Current Assets
 
 
 
      
Property and equipment, net
 
 
 
5,157
 
 
 
4,692
 
Operating lease right of use asset, net
 
 
 
84,998
 
 
 
115,884
 
Total Non-Current Assets
 
 
 
90,155
 
 
 
120,576
 
Total Assets
 
 
$
418,310
 
 
$
546,492
 
         
Liabilities and Stockholders’ Equity
 
 
 
      
Current Liabilities
 
 
 
      
Other payable and accrued expenses
 
 
 
39,041
 
 
 
86,239
 
Due to shareholders
 
 
 
571,126
 
 
 
277,078
 
Income tax payable
 
 
 
45,600
 
 
 
49,074
 
Other current liabilities
 
 
 
937,500
 
 
 
750,000
 
Operating lease liabilities - current
 
 
 
34,233
 
 
 
35,346
 
Current portion of long-term loan payables
 
 
 
51,317
 
 
 
68,497
 
Total Current Liabilities
 
 
 
1,678,817
 
 
 
1,266,234
 
Non-Current Liabilities
 
 
 
      
Long-term loan payables
 
 
 
75,174
 
 
 
116,012
 
Operating lease liabilities - non-current
 
 
 
50,765
 
 
 
80,538
 
Total Non-Current Liabilities
 
 
 
125,939
 
 
 
196,550
 
Total liabilities
 
 
 
1,804,756
 
 
 
1,462,784
 
 
 
 
 
      
Stockholders’ Equity
 
 
 
      
Preferred stock ($0.001 par value, 5,000,000 shares authorized, 1,500,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively)
 
 
 
1,500
 
 
 
1,500
 
Common stock ($0.001 par value; 575,000,000 shares authorized, 204,781,560 and 183,781,560 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively)
 
 
 
204,781
 
 
 
183,781
 
Additional paid-in capital
 
 
 
87,268
 
 
 
67,249
 
Deferred Stock Compensation
 
 
 
(40,674
)
 
 
(40,674
)
Retained earnings
 
 
 
(1,662,671
)
 
 
(1,165,665
)
Accumulated other comprehensive income
 
 
 
23,350
 
 
 
42,964
 
Total stockholders’ equity
 
 
 
(1,386,446
)
 
 
(910,845
)
Non-controlling interest
 
 
 
-
 
 
 
(5,447
)
Total Equity
 
 
 
(1,386,446
)
 
 
(916,292
)
Total Liabilities and Stockholders’ Equity
 
 
$
418,310
 
 
$
546,492
 
The accompanying notes are an integral part of these consolidated financial statements.


4F-2
Table of Contents

EOS,



EO
S, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (LOSS)

LOSS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED)

 

 

FOR THE NINE MONTHS ENDED SEPTEMBER 30,

 

 

FOR THE THREE MONTHS ENDED SEPTEMBER 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales:

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$109,590

 

 

$-

 

 

$93,822

 

 

$-

 

Net sales to related parties

 

 

446,778

 

 

 

273,407

 

 

 

178,640

 

 

 

107,812

 

Total

 

 

556,368

 

 

 

273,407

 

 

 

272,462

 

 

 

107,812

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

127,571

 

 

 

126,974

 

 

 

61,674

 

 

 

59,337

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

428,797

 

 

 

146,433

 

 

 

210,788

 

 

 

48,475

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

256,401

 

 

 

331,686

 

 

 

84,582

 

 

 

82,543

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

 

172,396

 

 

 

(185,253)

 

 

126,206

 

 

 

(34,068)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expenses)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

14

 

 

 

47

 

 

 

-

 

 

 

-

 

Other income – related party

 

 

59,460

 

 

 

-

 

 

 

1,338

 

 

 

-

 

Gain (loss) on foreign currency exchange

 

 

744

 

 

 

(4,279)

 

 

(273)

 

 

(1,950)

Total other income

 

 

60,218

 

 

 

(4,232)

 

 

1,065

 

 

 

(1,950)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before provision for income taxes

 

 

232,614

 

 

 

(189,485)

 

 

127,271

 

 

 

(36,018)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (loss)

 

$232,614

 

 

$(189,485)

 

$127,271

 

 

$(36,018)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

64,122,997

 

 

 

62,152,194

 

 

 

64,122,997

 

 

 

64,122,997

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$0.00

 

 

$(0.00)

 

$0.00

 

 

$(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Comprehensive Income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$232,614

 

 

$(189,485)

 

$127,271

 

 

$(36,018)

Foreign currency translation adjustment, net of tax

 

 

(5,972)

 

 

(898)

 

 

221

 

 

 

(827)

Comprehensive (Loss) Income

 

$226,642

 

 

$(190,383)

 

$127,492

 

 

$(36,845)

(In U.S. Dollars, except share data or otherwise stated)
 
 
For the Three Months
 
 
For the Nine Months
 
 
 
Ended September 30,
 
 
Ended September 30,
 
 
 
2023
 
 
2022
 
 
2023
 
 
2022
 
Net sales
 
$
35,832
 
 
 
300,005
 
 
$
289,337
 
 
 
432,190
 
Cost of sales
 
 
(12,414
)
 
 
(215,526
)
 
 
(99,117
)
 
 
(264,425
)
Gross profit
 
 
23,418
 
 
 
84,479
 
 
 
190,220
 
 
 
167,765
 
Selling, general and administrative expenses
 
 
(218,109
)
 
 
(202,988
)
 
 
(678,972
)
 
 
(643,642
)
Loss from operations
 
 
(194,691
)
 
 
(118,509
)
 
 
(488,752
)
 
 
(475,877
)
Other income (expense)
 
 
     
 
 
 
     
 
Interest expense
 
 
(2,891
)
 
 
(1,453
)
 
 
(5,500
)
 
 
(3,122
)
Other income (expense)
 
 
915
 
 
 
(161
)
 
 
2,340
 
 
 
4,704
 
                 
Total other income (expense)
 
 
(1,976
)
 
 
(1,614
)
 
 
(3,160
)
 
 
1,582
 
 
 
 
     
 
 
 
     
 
Loss before income tax provision
 
 
(196,667
)
 
 
(120,123
)
 
 
(491,912
)
 
 
(474,295
)
 
 
 
     
 
 
 
     
 
Income tax provision (benefits)
 
 
-
 
 
 
201
 
 
-
 
 
 
(10,274
)
 
 
 
     
 
 
 
     
 
Net Loss
 
$
(196,667
)
 
 
(120,324
)
 
$
(491,912
)
 
 
(464,021
)
 
 
 
     
 
 
 
     
 
Other Comprehensive
 
Loss:
 
 
     
 
 
 
     
 
Net loss attributable to non-controlling interests
 
$
-
 
 
 
(1,575
)
 
$
(4,782
)
 
 
(7,738
)
Net loss attributable to
E
OS and subsidiaries
 
 
(196,667
)
 
 
(118,749
)
 
 
(487,130
)
 
 
(456,283
)
Foreign currency translation adjustment, net of tax
 
 
(26,999
)
 
 
(69,103
)
 
 
(19,262
)
 
 
(155,723
)
Comprehensive loss
 
$
(223,666
)
 
 
(189,427
)
 
$
(511,174
)
 
 
(619,744
)
 
 
 
     
 
 
 
     
 
Net loss per share:
 
 
     
 
 
 
     
 
Basic and diluted
 
$
(0.00
)
 
 
(0.00
)
 
$
(0.00
)
 
 
(0.00
)
 
 
 
     
 
 
 
     
 
Weighted average number of common shares:
 
 
     
 
 
 
     
 
Basic and diluted
 
 
189,259,821
 
 
 
185,518,529
 
 
 
185,627,714
 
 
 
181,902,988
 
The accompanying notes are an integral part of these consolidated financial statements.



5F-3
Table of Contents

EOS,



EO
S, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED)

 

 

Nine Months
ended
September 30,

 

 

 

2017

 

 

2016

 

Cash Flows from Operating Activities

 

 

 

 

 

 

Net income (loss)

 

$232,614

 

 

$(189,485)

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities

 

 

 

 

 

 

 

 

Depreciation

 

 

769

 

 

 

259

 

Foreign currency exchange (gain) loss

 

 

(744)

 

 

-

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Decrease (Increase) in accounts receivable

 

 

(212,074)

 

 

(3,038)

Decrease (Increase) in inventory

 

 

(1,434)

 

 

46,127

 

Decrease (Increase) in advance to suppliers

 

 

(40,761)

 

 

(449)

Decrease (Increase) in prepaid expense and other assets

 

 

1,735

 

 

 

(3,153)

Decrease (Increase) in security deposits

 

 

(4,918)

 

 

(2,636)

Increase (decrease) in accounts payable

 

 

(6,447)

 

 

(32,020)

Increase (decrease) in accrued expenses

 

 

4,750

 

 

 

22,221

 

Increase (decrease) in advance from customers

 

 

(36,966)

 

 

-

 

Increase (decrease) in due to shareholders

 

 

66,982

 

 

 

82,636

 

Net cash provided by (used in) operating activities

 

 

3,506

 

 

 

(79,538)

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

Purchase of equipment

 

 

(5,086)

 

 

(3,717)

Acquisition of subsidiary equity interest

 

 

(30,562)

 

 

-

 

Net cash used in investing activities

 

 

(35,648)

 

 

(3,717)

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

 

 

Proceeds from issuance of common stock

 

 

-

 

 

 

100,000

 

Net cash provided by financing activities

 

 

-

 

 

 

100,000

 

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

 

(1,204)

 

 

(889)

Net increase (decrease) in cash and cash equivalents

 

 

(33,346)

 

 

15,856

 

 

 

 

 

 

 

 

 

 

Cash and Cash Equivalents

 

 

 

 

 

 

 

 

Beginning

 

 

42,086

 

 

 

58,424

 

Ending

 

$8,740

 

 

$74,280

 

Supplemental Disclosure of Cash Flows

 

 

 

 

 

 

 

 

Cash paid during the year for:

 

 

 

 

 

 

 

 

Interest

 

$-

 

 

$-

 

Income taxes

 

$-

 

 

$-

 

(In U.S. Dollars, except share data or otherwise stated)
 
 
For the Nine Months
 
 
 
Ended September 30,
 
 
 
2023
 
 
2022
 
Cash Flows from Operating Activities
 
 
 
 
 
 
 
 
Net loss
 
$
(491,912
)
 
$
(464,021
)
Adjustments to reconcile net income to net cash provided by operating activities
 
 
     
 
Bad debt recovery
 
 
-
 
 
 
(17,557
)
Depreciation
 
 
617
 
 
 
898
 
Amortization of right-of-use asset
 
 
30,886
 
 
 
26,767
 
Stock based compensation
 
 
41,019
 
 
 
1,231
 
Changes in assets and liabilities:
 
 
     
 
Decrease in accounts receivable
 
 
83,869
 
 
 
136,127
 
Increase in inventory
 
 
(22,659
)
 
 
(34,915
)
Decrease in advance to suppliers
 
 
12,951
 
 
 
90,587
 
Decrease in security deposits and other assets
 
 
13,627
 
 
 
21,803
 
Increase in accounts payable
 
 
-
 
 
 
1,778
 
Increase in accrued expenses
 
 
153,189
 
 
 
160,111
 
Dec
re
ase in advances from customers
 
 
(3,430
)
 
 
-
 
Decrease in tax payable
 
 
(3,474
)
 
 
(7,664
)
Decrease in operating lease liabilities
 
 
(30,886
)
 
 
(26,767
)
Net cash used in operating activities
 
 
(216,203
)
 
 
(111,622
)
 
 
 
     
 
Cash flows from Investing activities
 
 
     
 
Purchase of equipment
 
 
(1,088
)
 
 
(19,537
)
Net cash used in investing activities
 
 
(1,088
)
 
 
(19,537
)
 
 
 
     
 
Cash flows from Financing activities
 
 
     
 
Proceeds from related party payable
 
 
361,464
 
 
 
362,308
 
Repayment to related party
 
 
(67,416
)
 
 
(177,738
)
Repayment to borrowings
 
 
(58,018
)
 
 
(57,102
)
Net cash provided by financing activities
 
 
236,030
 
 
 
127,468
 
 
 
 
     
 
Effect of exchange rate changes on cash and cash equivalents
 
 
(19,256
)
 
 
(2,875
)
Net decrease in cash and cash equivalents
 
 
(517
)
 
 
(6,566
)
Cash and Cash Equivalents
 
 
     
 
Beginning
 
 
18,169
 
 
 
24,141
 
Ending
 
$
17,652
 
 
$
17,575
 
Supplemental Disclosure of Cash Flows
 
 
     
 
Cash paid during the periods for:
 
 
     
 
Interest
 
$
3,610
 
 
$
3,135
 
Income taxes
 
$
-
 
 
$
-
 
 
 
 
     
 
Non-cash investing and financing activities:
 
 
     
 
Deferred compensation expense relating to issuance of restricted common stock
 
$
-
 
 
 
$
38,534
 
Deferred compensation expense relating to issuance of warrant
 
$
-
 
 
 
$
2,140
 
The accompanying notes are an integral part of these consolidated financial statements.


6F-4
Table of Contents


EOS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED)
(In U.S. Dollars, except share data or otherwise stated)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated
 
 
Equity
 
 
 
 
 
 
 
 
 
Common Stock
 
 
Preferred Stock
 
 
Deferred
 
 
Additional
 
 
 
 
 
other
 
 
attributable
 
 
Non-
 
 
 
 
 
 
Number of
 
 
 
 
 
Number of
 
 
 
 
 
Stock
 
 
Paid-in
 
 
Retained
 
 
Comprehensive
 
 
to
 
 
Controlling
 
 
Total
 
 
 
Shares
 
 
Amount
 
 
Shares
 
 
Amount
 
 
Compensation
 
 
Capital
 
 
Earnings
 
 
Income (Loss)
 
 
EOS, Inc.
 
 
interest
 
 
Equity
 
Balance at December 31, 2022
 
 
183,781,560
 
 
$
183,781
 
 
 
1,500,000
 
 
$
1,500
 
 
$
(40,674
)
 
$
67,249
 
 
$
(1,165,665
)
 
$
42,964
 
 
$
(910,845
)
 
$
(5,447
)
 
 
(916,292
)
Foreign currency translation adjustment
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
(727
)
 
 
(727
)
 
 
(67
)
 
 
(794
)
                                             
Net loss
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
(128,237
)
 
 
-
 
 
 
(128,237
)
 
 
(1,900
)
 
 
(130,137
)
 
                                            
Balance at March 31, 2023
 
 
183,781,560
 
 
$
183,781
 
 
 
1,500,000
 
 
$
1,500
 
 
$
(40,674
)
 
$
67,249
 
 
$
(1,293,902
)
 
$
42,237
 
 
$
(1,039,809
)
 
$
(7,414
)
 
$
(1,047,223
)
Foreign currency translation adjustment
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
8,112
 
 
 
8,112
 
 
 
420
 
 
 
8,532
 
                                             
Net loss
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
(162,226
)
 
 
-
 
 
 
(162,226
)
 
 
(2,882
)
 
 
(165,108
)
 
                                            
Balance at June 30, 2023
 
 
183,781,560
 
 
$
183,781
 
 
 
1,500,000
 
 
$
1,500
 
 
$
(40,674
)
 
$
67,249
 
 
$
(1,456,128
)
 
$
50,349
 
 
$
(1,193,923
)
 
$
(9,876
)
 
$
(1,203,799
)
Shares issued from S-8 issuance
 
 
21,000,000
 
 
 
21,000
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
20,019
 
 
 
-
 
 
 
-
 
 
 
41,019
 
 
 
-
 
 
 
41,019
 
Foreign currency translation adjustment
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
(26,999
)
 
 
(26,999
)
 
 
-
 
 
 
(26,999
)
                                             
Net loss
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
(196,667
)
 
 
-
 
 
 
(196,667
)
 
 
-
 
 
 
(196,667
)
                                             
Equity transaction within owners

 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
(9,876
)
 
 
-
 
 
 
(9,876
)
 
 
9,876
 
 
 
-
 
Balance at September 30, 2023
 
 
204,781,560
 
 
$
204,781
 
 
 
1,500,000
 
 
$
1,500
 
 
$
(40,674
)
 
$
87,268
 
 
$
(1,662,671
)
 
$
23,350
 
 
$
(1,386,446
)
 
$
0
 
 
$
(1,386,446
)

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

F-5

EOS, INC. AND SUBSIDIARIES

NNOTESOTES TO CONSOLIDAED
CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS SEPTEMBER 30, 2017

(UNAUDITED)

Note 1. NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial reporting and in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the unaudited consolidated financial statements contained in this report reflect all adjustments that are normal and recurring in nature and considered necessary for a fair presentation of the financial position and the results of operations for the interim periods presented. The year-end balance sheet data were derived from audited consolidated financial statements, but does not include all disclosures required by GAAP. The results of operations for the interim period are not necessarily indicative of the results expected for the full year. These unaudited consolidated financial statements, footnote disclosures, and other information should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

2022.

Organization

EOS Inc. was incorporated on April 3, 2015 in the State of Nevada. The Company’s business plan is to market and distribute skin care products, including masks and serums.

On November 18, 2016, the Company has set up a wholly-owned subsidiary in Taiwan to assist the Company to promote the business in Taiwan.

Emperor Star International Trade Co., Ltd., (“Emperor Star”), was incorporated on November 16, 2015 under the laws of Taiwan. The CompanyEmperor Star is in the business of marketing and distribution of various products, including detergents, nutrition supplements, and skin care products.

products, and water purifiers.

On May 3, 2017, the Company entered into and closed a Share Purchase and Sale Agreement (the “Purchase Agreement”) with Emperor Star and the shareholder of Emperor Star to acquire all issued and outstanding shares of Emperor Star in consideration of $30,562 in cash. As a result of the Purchase Agreement, Emperor Star becomesbecame the Company’s wholly owned subsidiary. Upon consummation of the Purchase,transaction, the Company has assumed the business of Emperor Star and ceased to be a shell company.

On September 20, 2018, the Company set up another wholly-owned subsidiary, EOS International Inc. (“EOS(BVI)”), under the laws of British Virgin Islands. EOS(BVI) is in the business of marketing and distribution of various products, including nutrition supplements, skin care products, and water purifiers.
On March 1, 2019, EOS(BVI) set up a wholly-owned subsidiary, Shanghai Maosong Co., Ltd (“Maosong”), under the laws of People’s Republic of China. Maosong is in the business of marketing and distribution of various products, including nutrition supplements, skin care products, and water purifiers in China. As of the date of this report, Maosong has a registered capital of USD $100,000, but no capital has actually been paid into Maosong.
On June 2, 2020, EOS(BVI) 83.33% owner, and Shanghai Qifan Qiye Management Co., Ltd. (“Qifan”) 16.67% owner of Maosong resolute to change the registered capital of Maosong to RMB 1,200,000,000 (1.2 billion) and that EOS to contribute certain Intellectual Property as registered capital of Shanghai Maosong. Intellectual Property owned by EOS International Inc was valued at RMB 1,000,000,000 (1 billion) and Intellectual Property owned by Qifan was valued at RMB 200,000,000 (200 million).
On July 13, 2021, EOS(BVI), MaoSong, and Qifan entered into a Shareholder Agreement where Qifan (i) delegate its 16.67% equity voting rights, powers, or benefits in Maosong to EOS(BVI); (ii) grant EOS(BVI) an irrevocable, unconditional, exclusive option to purchase Maosong’s equity interest; (iii) the right to receive any proceeds from the Maosong’s Equity Interest; (iv) pledge its existing or any prospective Maosong equity interest to EOS Int’l; as a result EOS(BVI) retains 100% control of MaoSong and the 16.67% noncontrolling interest are consolidated.
On July 1, 2023, the Company assumes effective control of Emperor Star International Trade Co., Ltd (Emperor Star), a commerce and trade company, through execution of declaration of trust for Emperor Star’s 100% share capital. The primary reason the Company completed the equity transaction within owners is to invest resources, expand the operations and turn Emperor Star into a profitable business.


F-6

Principles of Consolidation

The accompanying unaudited consolidated financial statements, including the accounts of EOS Inc. and its wholly owned subsidiaries in Taiwan, British Virgin Islands, and People’s Republic of China, have been prepared in conformity with accounting principles generally accepted in the United States of America. Since the Company and Emperor Star are entities under Mr. Yu Cheng Yang’s common control prior to the acquisition of Emperor Star, the transaction is accounted for as a restructuring transaction. All assets and liabilities of Emperor Star were transferred to the Company at their respective carrying amounts on the date of transaction. The Company has recast prior period financial statements to reflect the conveyance of Emperor Star’s common shares as if the restructuring transaction had occurred as of the earliest date of the consolidated financial statements. All material intercompany accounts, transactions, and profits have been eliminated in consolidation.

7
Table of Contents

The nature of and effects on earnings per share (EPS) of non-recurring intra-entity transactions involving long-term assets and liabilities is not required to be eliminated and EPS amounts have been recast to include the earnings (or losses) of the transferred net assets.

The functional currency of the subsidiaries in Taiwan is the New Taiwan dollars and the subsidiary in People’s Republic of China is the Chinese Yuan, or Renminbi; however, the accompanying unaudited consolidated financial statements have been translated and presented in United States Dollars ($). In the accompanying unaudited consolidated financial statements and notes, “$”, “US$” and “U.S. dollars” mean United States dollars, and “NT$” and “NT dollars” mean New Taiwan dollars. 

Going Concern

These unaudited consolidated financial statements were prepared on the basis of accounting principles applicable to going concern, which assumes the realization of assetsdollars, and discharge of liabilities in the normal course of business. As shown in the accompanying unaudited consolidated financial statements, the Company had accumulated deficit of $191,551 and $424,166 as of September 30, 2017 and December 31, 2016, respectively.

The Company faces all the risks common to companies at development stage, including capitalization and uncertainty of funding sources, high initial expenditure levels, uncertain revenue streams, and difficulties in managing growth. The Company’s losses raise substantial doubt about its ability to continue as a going concern. The Company’s financial statements do not reflect any adjustments that might result from the outcome of this uncertainty.

The Company is currently addressing its liquidity issue by continually seeking investment capital through private placements of common stock and debt. The Company believes its current and future plans enable it to continue as a going concern. The Company’s ability to achieve these objectives cannot be determined at this time. These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts which may differ from those in the accompanying consolidated financial statements.

“RMB” means Chinese Yuan, or Renminbi.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America, requires management to make estimates and assumptions that affect the 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

Classification

Certain classifications have been made to the prior year financial statements to conform to the current year presentation. The reclassification had no impact on previously reported net loss nor accumulated deficit.

Cash and Cash Equivalents

Cash and cash equivalents include cash and all highly liquid instruments with original maturities of three months or less.

8
Table of Contents

Accounts Receivable

Accounts receivable are stated at carrying value less estimates made for doubtful receivables. An allowance for impairment of trade receivables is established if the collection of a receivable becomes doubtful. Such receivable becomes doubtful when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter into bankruptcy or financial reorganization, and default or delinquency in payments are considered indicators that the receivable is impaired. The amount of the allowance is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. An impairment loss is recognized in the statement of income, as are subsequent recoveries of previous impairments.

F-7

Inventory

Inventory is stated at the lower of cost and net realizable value. Net realizable value (NRV) is defined as estimated selling prices less costs of completion, disposal, and transportation. Inventory consists mainly of finished goods held for resale. Cost is determined on a weighted average cost method. The Company periodically reviews the age and turnover of its inventory to determine whether any inventory has become obsolete or has declined in value, and incurs a charge to operations for known and anticipated inventory obsolescence.

Property and Equipment

Property and equipment isare carried at cost net of accumulated depreciation. Repairs and maintenance are expensed as incurred. Expenditures that improve the functionality of the related asset or extend the useful life are capitalized. When property and equipment is retired or otherwise disposed of, the related gain or loss is included in operating income. Leasehold improvements are depreciated on the straight-line method over the shorter of the remaining lease term or estimated useful life of the asset. Depreciation is calculated on the straight-line method, including property and equipment under capital leases, generally isover five years. Depreciation expense is $769$617 and $259$898 for the nine months ended September 30, 20172023 and 2016,2022, respectively.

Impairment of Long-Lived Assets

The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long livedlong-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve breakeven operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell. Impairment loss on property and equipment was $nil and $nil for the nine months ended September 30, 2023 and 2022, respectively.
Revenue Recognition
Pursuant to ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines is within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration the Company is entitled to in exchange for the goods or services the Company transfers to the customers. At inception of the contract, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract, determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.
Merchandise sales: The Company recognizes sales revenues from merchandise sales when customers obtain control of the Company’s products, which typically occurs upon delivery to customer. Merchandise sales revenues are recorded at the sales price, or “transaction price”.
Software sales: The Company does not develop the software products on its own. When the Company receives a purchase order from the customer, the Company would engage with the third-party software company to customize and develop the software products. The Company recognizes software revenues upon completion of the installation and testing, and transfer the control of the software products to the customer. Software revenues are recorded at the fixed sales price, or “transaction price”, pursuant to the sales contracts. The Company may also charge the customer maintenance service fees on a straight-line basis over the service period pursuant to the sales contract. The Company concluded that the performance obligation for the maintenance service is distinct. Therefore, such maintenance service revenue can be separated from other elements in the arrangement.
Trade discount and allowances: The Company generally does not provide invoice discounts on product sales to its customers for prompt payment.
Product returns: The Company generally does not provide customers with the right to return a product for a full or partial refund, a credit, or an exchange for another product.
To date, product allowance and returns have been minimal and, based on its experience, the Company believes that returns of its products will continue to be minimal.

F-8

Since COVID-19 pandemic hit globally in 2020 and throughout first three quarters of financial year ended December 31, 2021, management assessed that the market conditions that it operated in was worsening.  Credit risk on customers was determined to have deteriorated significantly as the majority of its customers were located in the PRC.  Accordingly, management took the position that revenue would only be recognized when the consideration is received as to satisfy revenue recognition criteria related to reasonable certainty of collections.
During the fourth quarter of financial year ended December 31, 2021, the Covid pandemic was effectively controlled in the PRC.  Management hasre-assessed the market conditions and determined that no impairmentsthe overall market conditions were improving, and the Company’s collection history in the prior three quarters was positive, and in fourth quarter of long lived2021 reached sustainable recovery rate comparable to pre-COVID-19 environment. Accordingly, management decided that due to the improved conditions collection is now reasonably certain, and revenue is now recognized when risk and rewards are transferred to its customers.
The following tables provide details of revenue by maj
or
products and by geography.
Revenue by Major Products
For the nine months ended September 30, 2023:
 
 
 
Nutrition supplement
 
$
282,997
 
Software
 
 
5,875
 
Other
 
 
465
 
Total
 
$
289,337
 
For the nine months ended September 30, 2022:
 
 
 
Water purifier machine
 
$
11,873
 
Automobile carbon reduction machine
 
 
21,665
 
Nutrition supplement
 
 
110,355
 
Software
 
 
285,920
 
Other materials
 
 
2,377
 
Total
 
$
432,190
 
Revenue by Geography
For the nine months ended September 30, 2023:
 
 
 
Asia Pacific
 
$
289,337
 
Total
 
$
289,337
 
For the nine months ended September 30, 2022:
 
 
 
 
Asia Pacific
 
$
432,190
 
Total
 
$
432,190
 
Leases
The Company adopted FASB Accounting Standards Codification, Topic 842, Leases (“ASC 842”) using the modified retrospective approach, electing the practical expedient that allows the Company not to restate its comparative periods prior to the adoption of the standard on January 1, 2019. As such, the disclosures required under ASC 842 are not presented for periods before the date of adoption. For the comparative periods prior to adoption, the Company presented the disclosures which were required under ASC 842. 
The new leasing standard requires recognition of leases on the consolidated balance sheets as right-of-use (“ROU”) assets currently exist.

9
Table of Contents

Revenue Recognition

Revenuesand lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized when products are shipped to customers, both titlebased on the present value and future minimum lease payments over the risks of ownership are transferred, and the collectability of accounts receivable can be reasonably assured.lease term at commencement date. The Company’s standard shipping term is Free on Board (FOB) destination. Usually no sales returns, discounts or other allowances are providedfuture minimum based payments used to customers. Shipping and handling charges to customers are included in net sales. Shipping and handling charges incurred bydetermine the Company’s lease liabilities mainly include minimum based rent payments. As most of Company’s leases do not provide an implicit rate, the Company are includeduses its estimated incremental borrowing rate based on the information available at commencement date in selling,determining the present value of lease payments.


F-9

In addition, the adoption of the standard did not have a material impact on the Company’s results of operations or cash flows. Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in Selling, general and administrative expenses.

Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur. 

Advertising Costs

Advertising costs are expensed at the time such advertising commences. Advertising expenses were $50$112 and $23,953$2,002 for the nine months ended September 30, 20172023 and 2016,2022, respectively.

Stock-Based Compensation
The Company accounts for stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation (“ASC 718”). Under the fair value recognition provisions, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as compensation expense on a straight-line basis over the requisite service period, based on the terms of the awards. The Company calculates the fair value of option grants utilizing the Black-Scholes pricing model and estimates the fair value of the stock based upon the estimated fair value of the common stock.
In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). ASU 2018-07 expands the guidance in ASC 718 to include share-based payments for goods and services to non-employees and generally aligns it with the guidance for share-based payments to employees. In accordance with ASU 2018-07, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the underlying equity instrument. The fair value of the equity instrument is charged directly to compensation expense and additional-paid-in capital over the period during which services are rendered.
Post-retirement and post-employment benefits

Post-employment Benefits

The Company’s subsidiaries in Taiwan adopted the government mandated defined contribution plan pursuant to the Taiwan Labor Pension Act (the “Act”) in Taiwan.. Such labor regulations require that the rate of contribution made by an employer to the Labor Pension Fund per month shall not be less than 6% of the worker’s monthly salaries. Pursuant to the Act, the Company makes monthly contribution equal to 6% of employees’ salaries to the employees’ pension fund. The Company has no legal obligation for the benefits beyond the contributions made. The total amounts for such employee benefits, which were expensed as incurred, were $4,173$3,465 and $1,993$4,105 for the nine months ended September 30, 20172023 and 2016,2022, respectively. Other than the above, the Company does not provide any other post-retirement or post-employment benefits.

Net Income (loss) per

F-10
Fair Value Measurements
FASB ASC 820, “Fair Value Measurements” defines fair value for certain financial and non-financial assets and liabilities that are recorded at fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. It requires that an entity measure its financial instruments to base fair value on exit price, maximize the use of observable units and minimize the use of unobservable inputs to determine the exit price. It establishes a hierarchy which prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy increases the consistency and comparability of fair value measurements and related disclosures by maximizing the use of observable inputs and minimizing the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the assets or liabilities based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy prioritizes the inputs into three broad levels based on the reliability of the inputs as follows:
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.
The carrying values of certain assets and liabilities of the Company, such as cash and cash equivalents, accounts receivable, inventory, advance to suppliers, prepaid expenses, accounts payable, accrued expenses, and due to shareholders, approximate fair value because of to their relatively short maturities.
Earnings (Loss) Per Share

Basic income (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted income (loss) per share is computed by dividing net lossincome (loss) by the weighted average number of shares of common stock, common stock equivalents, and potentially dilutive securities outstanding during each period. AtDilutive shares are excluded the exercise price is greater than the average market price and when the Company incurred a net loss as the inclusion of such shares would have an anti-dilutive effect.
For the nine months ended September 30, 20172023 and December 31, 2016,2022, warrants were excluded as dilutive shares as the Company does not have any outstanding common stock equivalents; therefore,incurred a separate computation of diluted loss per share is not presented.

net loss.

Income Taxes

The Company accounts for income

Income taxes are determined in accordance with the provisions of ASC Topic 740, Income Taxes, which requires that the Company recognize“Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities and assets based onare recognized for the future tax consequences attributable to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates in effectexpected to apply to taxable income in the years thein which those temporary differences are expected to reverse. Deferred income tax benefit (expense) results from the change in netbe recovered or settled. Any effect on deferred tax assets or deferredand liabilities of a change in tax liabilities. A valuation allowancerates is recorded when,recognized in income in the opinion of management,period that includes the enactment date.
ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that some or allhas a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
The Taiwan subsidiaries of EOS Inc. are subject to the tax jurisdiction of Taiwan solely. EOS Inc. and EOS International Inc. have not incurred any operations except for investment holding and thus are not subject to any income taxes.
For the nine months ended September 30, 2023 and 2022, the Taiwan subsidiaries of the Company have incurred a net loss of $491,912 and $464,021 respectively and, therefore, have not recorded any income tax expense. The Management believe that given the situation and circumstances surrounding the Taiwan subsidiaries of the Company, they will not return to positive taxable income in the foreseeable future. Therefore, the Management decided that a valuation allowance is
recognized
given that the realization of deferred tax assets willis not be realized.

probable in the foreseeable future.


F-11


Foreign-currency Transactions

Foreign-currency transactions are recorded in New Taiwan dollars (“NTD”) and Renminbi (“RMB”) at the rates of exchange in effect when the transactions occur. Gains or losses resulting from the application of different foreign exchange rates when cash in foreign currency is converted into New Taiwan dollars and Renminbi, or when foreign-currency receivables or payables are settled, are credited or charged to income in the year of conversion or settlement. On the balance sheet dates, the balances of foreign-currency assets and liabilities are restated at the prevailing exchange rates and the resulting differences are charged to current income except for those foreign currencies denominated investments in shares of stock where such differences are accounted for as translation adjustments under Equity.

10
Table of Contents

stockholders’ equity.

Translation Adjustment

The accounts of the Company’s subsidiaries were maintained, and their financial statements were expressed in New Taiwan Dollar (“NTD”) and Chinese Yuan, or Renminbi (“RMB”). Such financial statements were translated into U.S. Dollars (“$” or “USD”) in accordance ASC 830, “Foreign Currency Matters”, with the NTD and RMB as the functional currency. According to the Statement, all assets and liabilities are translated at the current exchange rate, Equity’s deficitcommon stock and additional paid-in capital are translated at the historical rates, and income statement items are translated at an average exchange rate for the period. The resulting translation adjustments are reported under accumulated other comprehensive income (loss) as a component of Equity’s deficit.

stockholders’ equity.

Comprehensive Income (loss)

Comprehensive income (loss) includes accumulated foreign currency translation gains and losses. The Company has reported the components of comprehensive income (loss) on its consolidated statements of operations and other comprehensive income (loss).

Recent Accounting Pronouncements

Concentration of Credit Risk
Cash and cash equivalents
: The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments in high quality credit institutions in Taiwan, but these investments may be in excess of the insurance limits of Taiwan Central Deposit Insurance Corporation (the “TCDIC”). The Company does not expectenter into financial instruments for hedging, trading or speculative purposes. Concentration of credit risk with respect to trade and notes receivables is limited due to the adoptionwide variety of customers and markets in which the Company transacts business, as well as their dispersion across many geographical areas. As of September 30, 2023, the Company had approximately $nil in excess of TCDIC insured limits. The Company has not experienced any losses in such accounts.
Customers
: The Company performs ongoing credit evaluations of its customers’ financial condition and generally requires no collateral.
For the nine months ended September 30, 2023 one customer accounted for more than
10%
of the Company’s total revenues, representing approximately
93% of its total revenues, and 0% 
of accounts receivable in aggregate at September 30, 2023
Customer
 
Net sales for

the nine

months ended

September 30,

2023
 



 
 



 
Accounts

receivable

balance as of

September 30,

2023
 



 
B
 
$
269,563
 
 
$
-
 
For the nine months en
de
d September 30, 2022, three customers accounted for more than 10% of the Company’s total revenues, representing approximately 95% of its total revenues, and 97% of accounts receivable in aggregate at September 30, 2022.
Customer
 
Net sales for

the nine

months ended

September 30,

2022
 



 
 



 
Accounts

receivable

balance as of

September 30,

2022
 



 
A
 
$
69,268
 
 
$
295,699
 
B
 
$
271,332
 
 
$
36,373
 
C
 
$
71,867
 
 
$
54,403
 
F-12


Suppliers
: The Company’s inventory is purchased from various suppliers.
For the nine months ended September 30, 2023 one supplier accounted for more than 10% of the Company’s total net purchase, representing approximately
100
% of total net purchase, and nil of accounts payable in aggregate at September 30, 2023 respectively:
Supplier
 
Net purchase

for the nine

months ended

September 30,

2023
 



 
 



 
Accounts

payable

balance

as of September 30,

2023
 



 
A
 
$
124,803
 
 
$
-
 
For the nine months ended September 30, 2022, two suppliers accounted for more than 10% of the Company’s total net purchase, representing approximately 98% of total net purchase, and 100% of accounts payable in aggregate at September 30, 2022, respectively:
Supplier
 
Net purchase

for the nine

months ended

September 30,

2022
 



 
 



 
Accounts

payable

balance

as of September 30,

2022
 



 
A
 
$
-
 
 
$
-
 
B
 
$
106,185
 
 
$
-
 
C
 
$
-
 
 
$
-
 
D
 
$
162,845
 
 
$
1,636
 
Recent Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments.” This pronouncement, along with subsequent ASUs issued to clarify provisions of ASU 2016-13, changes the impairment model for most financial assets and will require the use of an “expected loss” model for instruments measured at amortized cost. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. In developing the estimate for lifetime expected credit loss, entities must incorporate historical experience, current conditions, and reasonable and supportable forecasts. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. On November 19, 2019, the FASB issued ASU No. 2019-10, Financial Instruments—Credit Losses (Topic 326), finalized various effective date delays for private companies, not-for-profit organizations, and certain smaller reporting companies applying the credit losses (CECL), the revised effective date is January 2023. The Company have adopted this accounting standard in the financial year 2023, this new accounting standard has no impact on the Company.
Management does not believe that any other recently issued, but not yet effective, accounting pronouncements tostandards, if currently adopted, would have a significant impactmaterial effect on our condensed financial statements.
Note 2. LEASE
As of September 30, 2023, the Company has operating lease agreement for its car with remaining lease terms of 30 months, photocopier with remaining lease terms of 36 months, and office lease with remaining lease terms of 15 months, respectively. The Company does not have any other leases. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company accounts for the lease and non-lease components of its leases as a single lease component. Lease expense is recognized on a straight-line basis over the lease term.
Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The discount rate used to calculate present value is incremental borrowing rate or, if available, the rate implicit in the lease. The Company determines the incremental borrowing rate for each lease based primarily on its resultlease term in Taiwan which is approximately 2.44%.
Operating lease expenses were $43,908 and $20,126 for the nine months ended September 30, 2023 and 2022, respectively.

F-13


The components of lease expense and supplemental cash flow information related to leases for the nine months ended are as follows:
Lease Cost
 
Nine Months Ended

September 30,

2023
 

 
 

 
Nine Months Ended

September 30,

2022
 

 
Operating lease cost (included in general and administrative expenses in the Company’s statement of operations)  
 
$
28,100
 
 
 
$
28,242
 
 
 
 
 
 
 
 
 
 
 
 
Other Information
 
 
 
 
 
 
 
 
 
 
Right-of-use assets obtain
ed
in exchange for new operating leases liabilities  
 
 
-
 
 
 
 
 
82,678
 
Cash paid for amounts included in the measurement of lease liabilities for the year ended 
 
 
-
 
 
 
 
 
-
 
Weighted average remaining lease term – operating leases (in years)  
 
 
2.25
 
 
 
 
 
1.5
 
Average discount rate – operating lease  
 
 
2.44
%
 
 
2.44
%
The supplemental balance sheet information related to leases for the period is as follows:
 
 
September 30, 2023
 
 
December 31, 2022
 
Operating leases
 
 
 
 
 
 
 
 
Right-of-use assets
 
$
84,998
 
 
$
115,884
 
 
 
 
 
 
 
 
 
 
Operating lease liabilities
 
$
84,998
 
 
$
115,884
 
The future minimum lease payment schedule as follows:
For the periods ending September 30,
 
 
 
2023

  8,991 
202
4
 
 
35,963
 
2025
 
 
33,907
 
2
026
 
 
8,958
 
Total lease payments
 
 
87,819
 
Less: Interest
 
 
(2,821
)
Total
 
 
84,998
 
NOTE 3 – GOING CONCERN
The financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, financial position or cash flow.

Subsequent events

Management has evaluated subsequent events throughrealization of assets, and liquidation of liabilities in the date whichnormal course of business.

As reflected in the financial statements, are available to be issued. All subsequent events requiring recognitionthe Company had net losses for the nine months ended September 30, 2023, and had negative working capital and accumulated deficit as of September 30, 20172023. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
The Company’s cash position may not be sufficient to support the Company’s daily operations. Management has financed its operating costs with loans from director and officers. The Company intends to generate sufficient revenue and raise additional funds to support its operations, however there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further generate sufficient revenue and its ability to raise additional funds.
The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
 

F-14


Note 4. SECURITY DEPOSITS
On November 21, 2019, the Company and Shuang Hua International Culture Media Co, Ltd. (“Shuang Hua”), a corporation formed under laws of Taiwan, entered into an exclusive copyright and distribution agreement (the “Agreement”), pursuant to which, subject to the terms and condition therein, Shuang Hua granted the Company an exclusive right to produce, market, distribute and sell the bilingual films and electronic books of which the copyrights are owned by Shuang Hua. In accordance to the agreement, the Company shall pay Shuang Hua a refundable deposit of in the aggregate amount of $2,894,000, before December 31, 2021. The full deposit amounts have been incorporated into these consolidated financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”

provided for doubtful debt.

Note 2.5. RELATED PARTY TRANSACTIONS

Related party sales

(1)The Company had sales to EOS Trading Co., Ltd., (“EOS Trading”), a Hong Kong company owned by the officer, director, and shareholderparties of the Company in an aggregate amount of $369,849 and $273,407 for nine months ended September 30, 2017 and 2016, respectively. Accounts receivable due from EOS Trading was $73,233 and $0 as of September 30, 2017 and December 31, 2016, respectively.

(2)

The Company had sales to Able Vision Ltd., (“ABLE Vision”), a Seychelles company owned by one of shareholders of the Company in an aggregate amount of $76,929 and $0 for nine months ended September 30, 2017 and 2016, respectively. Accounts receivable due from ABLE Vision was $57,295 and $0 as of September 30, 2017 and December 31, 2016, respectively.

11
Table of Contents

Related party other income

On February 24, 2017, the Company entered an agreement with EOS Trading to assist EOS Trading to design and develop a customer management and sales integration system. As of September 30, 2017, the service has been fully rendered and the Company recognized other income of NT$1,780,000, equivalent $59,460, accounting for a one-time service fee, net of cost incurred forduring the nine months ended September 30, 2017.

2023 and 2022 consist of the following:

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
Due to shareholders

The Company has advanced funds from one of its directors and shareholdershareholders Yu Cheng Yang for working capital purposes. As of September 30, 20172023 and December 31, 2016,2022, there were $304,392$571,126 and $263,879 advances$277,078 advance outstanding, respectively. The Company has agreed that the outstanding balances bear 0% interest rate and are due upon demand after 30thirty days of written notice by the officerdirector and shareholder.

Note 3. INCOME TAXES

United States

EOS, Inc. is incorporated in the United States of America

Mr. Yang advanced $347,995 and is subject$344,897 to United States federal taxation. No provisions for income taxes have been made as the Company has no taxable income for the period. The applicable income tax rate foras working capital, and the Company was 34%repaid $67,416 and $160,327 to Mr. Yang for the nine months ended September 30, 20172023 and 2016,2022, respectively.
Note 6. TERM LOAN
Loan from First Commercial Bank
On September 30, 2020, TWD 3,000,000 (approximately $107,750) term loan was granted to the Company for working capital with repayment period of 60 months. The term loan is subject to an interest charge at 1% per annum for the first 9 months of the term loan; interest charges on the term loan from 10
th
to 60
th
is 3.5% per annum.
On September 30, 2020, TWD 2,000,000 (approximately $71,833) term loan was granted to the Company for employee salary with repayment period of 36 months. The term loan is subject to an interest charge at 1.5% per annum for the first 9 months of the term loan; interest charges on the term loan from 10
th
to 36
th
is 1.845% per annum.
Loan from Bank of Taiwan
On May 7, 2021, TWD 4,000,000 (approximately $143,666) term loan was granted to the Company for employee salary with repayment period of 60 months. The term loan is subject to an interest charge at 1% per annum for the first 8 months of the term loan; interest charges on the term loan from 9
th
to 60
th
is 1.9% per annum.
On May 7, 2021, TWD 1,000,000 (approximately $35,917) term loan was granted to the Company for employee salary with repayment period of 60 months. The term loan is subject to an interest charge at 1.5% per annum for the first 8 months of the term loan; interest charges on the term loan from 9
th
to 60
th
is 2% per annum.
As of September 30, 2017,2023 and December 31, 2022, the outstanding balance of the term loan is $126,491 and $184,509, of which $51,317 and $68,497 is due within one year and classified as short term, and $75,174 and $116,012 is due after one year, and has classified as long term, respectively.
Interest expenses were $3,610 and $3,134 for the nine months ended September 30, 2023 and 2022, respectively.

F-15


Note 7. STOCKHOLDERS’ EQUITY
Preferred Stock
On July 8, 2021, the board of directors of the Company had net operating loss carry forwardsamended its stock designation and the Company is authorized to issue 5,000,000 shares of approximately $382,343 that may be availableSeries A Preferred Stock with par value $0.001. Each stock is entitled to reduce future years’ taxable income through 2037. Future tax benefits which may arise1,000 votes of common stock without dividend rights.
On July 8, 2021, the Company issued 1,500,000 shares of Series A Preferred Stock to Co-Innovation Group Limited for proceeds of $1,500, the amount is recorded as a resultreduction to additional paid-in capital of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly,$1,500.
A
s of September 30, 2023, the Company has 1,500,000 shares of Series A Preferred Stock issued and outstanding.
Common Stock
On August 11, 2023, the Company issued 21,000,000 shares of restricted common stock to various non-employee Consultants in consideration of the services to be rendered to the Company. The services have all been rendered as of Semtember 30, 2023, and therefore do not need to be deferred. The Management have decided to not elect the definition of fair value as per ASC 718, Compensation - Stock Compensation as it believes it is not a fair representation of the value of the Company's stocks. Therefore, the fair value of the stock is determined based on the fundamental value of the Company and is recorded as stock based compensation. The amount recorded as stock based compensation is $41,019.
On May 19, 2022, the Company issued 3,601,306 shares of restricted common stock to non-employees, the amount is recorded as deferred (unearned) compensation of $38,534, due to the service has not been started.
On May 19, 2022, the Company issued 115,000 shares of restricted common stock to non-employees as compensation in the amount of $1,231.
As of September 30, 2023, the Company has 204,781,560 shares of Common Stock issued and outstanding.


F-16

Warrants
On February 3, 2022, the Company gra
nte
d the issuance of warrants to purchase 200,000 shares of the Company’s common stock at an exercise price of $2 per share with an expiration date of December 22, 2027 to a consultant or its designees as compensation. The warrants were fully vested upon issuance.
A summary of warrant activities as follows:
 
 
Number of

Shares
 
 
Weighted

Average

Exercise

Price
 


 
 


 
 
Weighted Average

Remaining
Contractual Term

(Years)
 
 
 
 
 
 
 
 
 
 
 
 
Warrants outstanding at December 31, 2022
 
 
200,000
 
 
$
2.00
 
 
 
4.98

 
Granted
 
 
-
 
 
 
-
 
 
 
-
 
Exercised
 
 
-
 
 
 
-
 
 
 
-
 
Expired
 
 
-
 
 
 
-
 
 
 
-
 
Warrants outstanding at September 30, 2023
 
 
200,000
 
 
$
2.00
 
 
 
4.23
 
Warrants exercisable at September 30, 2023
 
 
200,000
 
 
$
2.00
 
 
 
4.23
 
Note 8. STOCK BASED COMPENSATION

On August 11, 2023, the Company issued 21,000,000 shares of restricted common stock to various non-employee consultants as compensation for services rendered. As these services were fully provided by September 30, 2023, deferral of share based compensation is not necessary. In accordance with ASC 718, Compensation - Stock Compensation, the fair value of the issued stock was determined using Level 3 Inputs.
The decision to use Level 3 Inputs was driven by management's assessment that Level 1 Inputs, namely the Company’s stock price on the OTC Pink market, do not accurately represent the realizable value for consultants upon liquidation of their shares in this market. Additionally, Level 2 Inputs, which include prices of similarly situated companies on the OTC Pink market, were also deemed unsuitable. This decision was based on the unique circumstances surrounding the Company.
Consequently, management elected to use Level 3 Inputs, employing a discounted cash flow model, to more accurately estimate the fair value of the Company's stock granted to the consultants. This resulted in recording the stock-based compensation at an amount of $41,019. This approach reflects a comprehensive assessment of the stock’s fair value, considering the specific context and market conditions relevant to the Company.

Restricted Stock
On May 19, 2022, the Company issued 3,601,306 shares of restricted common stock to non-employees, the amount is recorded as deferred (unearned) compensation of $38,534, due to the service has not been started. The fair value of the shares was determined based on a contemporaneous valuation allowancereport.
On May 19, 2022, the Company issued 115,000 shares of restricted common stock to non-employees as compensation in the amount of $1,231. The shares were fully vested upon issuance as there were no other conditions required for the deferred tax asset relatingshares to these tax loss carry-forwards. No tax benefitvest. The fair value of the shares was determined based on a contemporaneous valuation report 
Warrants
On February 3, 2022, the Company granted the issuance of warrants to purchase 200,000 shares of the Company’s common stock at an exercise price of $2 per share with an expiration date of December 22, 2027 to a consultant or its designees as compensation. The warrants were fully vested upon issuance as there were no other conditions required for the warrants to vest.
In accordance to ASC 815-40, an equity-linked financial instrument can be classified in equity only if it (1) is indexed to the reporting entity’s own stock and (2) meets all other conditions for equity classification. The warrants are classified as equity instruments because a fixed amount of cash is exchanged for a fixed amount of equity.
The fair value of the warrants was determined using the Black-Scholes option pricing model which requires the input of subjective assumptions, the expected life of the warrants, and the expected stock price volatility. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards.
The assumptions used to determine the fair value of the Warrants as follows:
 
 
Years Ended
December 31,
 
 
 
 
2022
 
 
2021
 
Expected life (years)
 
 
5.89
 
 
 
 
 
N/A
 
Risk-free interest rate
 
 
0.76
%
 
 
N/A
 
Expected volatility
 
 
329.86
%
 
 
N/A
 
Dividend yield
 
 
0
%
 
 
N/A
 

F-17

The expected life of the warrants was estimated using the “simplified method,” as the Company has been realizedno historical information to develop reasonable expectations about future exercise patterns for its warrant grants. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. The expected life of awards that vest immediately use the contractual maturity since they are vested when issued.
For stock price volatility, the Company calculated its expected volatility based on historical closing price of its common stock, par value $0.001 per share. The risk-free interest rate is based on U.S. Treasury notes with a 100 % valuation allowance has offset deferred tax asset resultingterm approximating the expected life of the warrant at the grant-date.
Stock based compensation were $40,019 and $1,231 for the nine months ended September 30, 2023 and 2022, respectively.
Note 9. COMMITMENTS AND CONTINGENCIES
Sales Collaboration Agreement
On June 1, 2020, the Company and Fortune King entered into a sales collaboration agreement (the “Sales Collaboration Agreement”), pursuant to which, subject to the terms and condition therein, Fortune King agreed to provide promotional and marketing service of the Company’s products within six years from January 2020 to December 2025. Fortune King is obligated to perform such service regardless of whether the net operating losses.

Taiwan

Company sells products to Fortune King during the designated period. In accordance with the Sales Collaboration Agreement and in consideration for the service provided by Fortune King, the Company shall issue 3,000,000 shares of common stock to Fortune King for the promotional and marketing service of $1,500,000. The Taiwan Income Tax Act (ITA) generally imposes3,000,000 shares were issued on December 29, 2020.

The Company recognized the stock-based compensation of marketing expenses based on quarterly basis, with a unified enterprise income tax ratequarterly marketing expense of 17% on all enterprises with taxable income greater than approximately $3,900 (NT$120,000). The subsidiary of EOS Inc. is incorporated$62,500. There are 24 quarters in total.
Copyright and Distribution Agreement
On November 21, 2019, the Company and Shuang Hua International Culture Media Co, Ltd. (“Shuang Hua”), a corporation formed under the laws of Taiwan. No income tax liabilities existedTaiwan, entered into an exclusive copyright and distribution agreement (the “Agreement”), pursuant to which, subject to the terms and condition therein, Shuang Hua granted the Company an exclusive right to produce, market, distribute and sell the bilingual films and electronic books of which the copyrights owned by Shuang Hua. In accordance to the agreement, the Company shall pay Shuang Hua a refundable deposit of in the aggregate amount of $2,894,000, before December 31, 2021.
Note 10. SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date which the financial statements are available to be issued. All subsequent events requiring recognition as of September 30, 20172023 have been incorporated into these consolidated financial statements and December 31, 2016 due to the Company’s continuing operating losses.

Provision for income tax consists of the following:

 

 

For the Nine
Months Ended

 

 

For the Nine
Months Ended

 

 

 

September 30,
2017

 

 

September 30,
2016

 

Current

 

 

 

 

 

 

U.S.

 

$-

 

 

$-

 

Taiwan

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Deferred

 

 

 

 

 

 

 

 

U.S.

 

 

 

 

 

 

 

 

Deferred tax assets for NOL carryforwards

 

 

(26,030)

 

 

(49,225)

Valuation allowance

 

 

26,030

 

 

 

49,225

 

Net changes in deferred income tax under non-current portion

 

 

-

 

 

 

-

 

there are no other subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”


12F-18
Table of Contents

The following is a reconciliation of the statutory tax rate to the effective tax rate:

 

 

For the Nine
Months Ended September 30,

 

 

For the Nine
Months Ended September 30,

 

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

U.S. statutory income tax rate

 

 

34

 

 

 

34

 

Foreign statutory income tax rate difference

 

 

(17)

 

 

(17)

Changes in valuation allowance

 

 

(17)

 

 

(17)

Effective income tax rate

 

 

0

 

 

 

0

 

Significant components of the Company’s deferred taxes as of September 30, 2017 and December 31 2016 were as follows:

 

 

September 30,

 

 

December 31,

 

 

 

2017

 

 

2016

 

Deferred tax assets:

 

 

 

 

 

 

Net operating loss carryforwards

 

$129,997

 

 

$103,967

 

Less: Valuation allowance

 

 

(129,997)

 

 

(103,967)

Deferred tax assets, net

 

$-

 

 

$-

 

Note 4. COMMITMENT

Operating lease commitments consist of leases for office space and copy machines under various operating lease agreements which expire in December 2019. Operating lease agreements generally contain renewal options that may be exercised at the Company’s discretion after the completion of the terms.

Future minimum lease payments under the operating leases are summarized as follows:

As of September 30,

 

Amount

 

2018

 

$10,642

 

2019

 

 

806

 

2020

 

 

201

 

Total

 

 

11,649

 

13
Table of Contents



IItemt
em 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, including this discussion and analysis by management, contains or incorporates forward-looking statements. All statements other than statements of historical fact made in report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations.

The following discussion and analysis of the results of operations and financial condition of EOS Inc. and its subsidiary(“EOS” or the “Company”) as of September 30, 2023 for the three and nine months ended September 30, 2023 and 2022 should be read in conjunction with our unaudited financial statements and the notes to those unaudited financial statements that are included herewith.elsewhere in this Quarterly Report on Form 10-Q. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us”, “we”, “our” and similar terms refer to EOS. This discussion should not be construed to implyQuarterly Report contains forward-looking statements as that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating resultsterm is defined in the future. Such discussion represents only the best present assessmentfederal securities laws. The events described in forward-looking statements contained in this Quarterly Report may not occur. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of our management.

Threeplans or strategies, projected or anticipated benefits from acquisitions to be made by us, or projections involving anticipated revenues, earnings or other aspects of our operating results. The words “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “plan,” “intend,” “estimate,” and “continue,” and their opposites and similar expressions, are intended to identify forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based.

Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. Except as required by federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.
U.S. Dollars are denoted herein by “USD,” “$” and “dollars”.
Overview
EOS Inc. was incorporated in the State of Nevada on April 3, 2015.
On or about November 18, 2016, the Company formed EOS INC. TAIWAN BRANCH, a Taiwanese corporation (“EITB”) and the Company owns 100% of EITB. Yu-Cheng Yang, a shareholder and director of the Company, is the sole director of EITB. Yu-Hsiang Chia is the branch manager of EITB.
Emperor Star International Trade Co., Ltd., (“Emperor Star”), was incorporated on November 16, 2015 under the laws of Taiwan. Emperor Star is in the business of marketing and distributing various consumer products, including detergents, nutrition supplements, and skin care products.
Since the appointment, He has been actively doing research on possible Take-Overs of profitable operations with positive assets, with careful consideration not to exert the dilution of existing shareholders. He targets to have the Company back in the black with a range of USD 5 million to 10 million of positive assets.

The Company is currently in the midst of a discussion with a Hong Kong main board-listed professional investment company, and we are actively seeking placing of our shares to this professionally licensed institutional
investor. This Hong Kong main board-listed company has extensive knowledge in selecting high-tech listed vehicles. We believe that we have a very high possibility to collaborate with this institutional investor in the near future with the assistance of Mr He.


As part of restructuring process, the Management has engaged a group of consultants to provide consulting services in relation to the restructuring process. Details of the agreement between the Company and the group of consultants can be found in the S-8 SEC Filing of the Company dated September 7, 2023


The Company is also finalizing the existing domain and will announce the new site once it is ready, together with other upcoming public announcements to reach the investment public aware of the Company’s latest development.


3
Results of Operation
The following presents the consolidated result of the Company for the three months ended September 30, 20172023 compared to the three months ended September 30, 2016

2022.

Net revenue was $272,462sales
Net sales were $35,832 for three months ended September 30, 2023, representing a decrease of $264,173 or 88%, as compared to $300,005 for the three months ended September 30, 2017, representing an increase2022. The decrease was primarily due to the impact of $164,650, or 152.72%, asthe epidemic, no sales revenue of water purifier machine compared to $107,812with the prior period.
Cost of sales
Cost of sales was $12,414 for the three months ended September 30, 2016. The increase was primarily due2023, representing a decrease of $203,112 or 94%, as compared to the increase in sales of nutrition supplements and skin care products.

Cost of sales was $61,674$215,526 for the three months ended September 30, 2017, representing an increase of $2,337, or 3.94%, as compared to $59,3372022.

Gross profit
Gross profit was $23,418 for the three months ended September 30, 2016. The increase was mainly attributable to the increase in sales.

Gross profit was $210,788 for the three months ended September 30, 2017,2023, compared to $48,475$84,479 for the same period in 2016.2022. Gross profit as a percentage of net sales was approximately 77% in the third quarter of 2017, compared to approximately 45% in the same period in 2016. The change in gross profit margin is due to more skin care products with higher yield margin sold during65% for the three months ended September 30, 2017.

2023, compared to 28% in the same period in 2022.

The increase was mainly due to there was high markup on Nutrition supplement products.

Selling, general and administrative expenses
Selling, general and administrative expenses consist primarily of export expense, compensationoffice rent, salary and related costs for personnel and facilities, and professional service fees. Selling, general and administrative expenses were $84,582$218,109 for the three months ended September 30, 2017,2023, representing an increase of $2,039,$15,121 or 2.47%7%, as compared to $82,543$202,988 for the three months ended September 30, 2016, which2022.
Loss from operations
Loss from operations was not considered a substantial change.

Other income (expense) was $1,065$194,691 for the three months ended September 30, 2017, an increase2023 compared to loss from operations of $3,015, or 154.62%, from $(1,950)$118,509 for the three months ended September 30, 2016.2022, representing an increase of $76,182 or 64%. Such increase was primarily due to the decrease in sales and cost of sales.

Other income/ (expense)
Other expense was $1,976 for the three months ended September 30, 2023, reflecting an increase of $362 or 22%, compared to other expense of $1,614 for the three months ended September 30, 2022. The increase was mainly attributable to service fees of $1,338 charged to our related party during the three months ended September 30, 2017.

no investment disposal income in the current period.

Net loss
As a result of the above factors, our net incomeloss was $127,271$196,667 for the three months ended September 30, 2017,2023, as compared to a net loss of $36,018$120,324 for the three months ended September 30, 2016,2022, representing an increase in loss of $163,289,$76,343 or 453.35%63%.



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Nine months ended September 30, 2017 compared to



Results of Operation

The following presents the nine months ended September 30, 2016

Net revenue was $556,368consolidated result of the Company for the nine months ended September 30, 2017,2023 compared to the nine months ended September30, 2022.

Net sales
Net sales were $289,337 for nine months ended September 30, 2023, representing an increasea decrease of $282,961,$142,853, or 103.49%33%, as compared to $273,407$432,190 for the nine months ended September 30, 2016.2022. The increasedecrease was primarily due to the increase inimpact of the epidemic, no sales revenue of nutrition supplements and skin care products.

water purifier machine compared with the prior period.

Cost of sales
Cost of sales was $127,571$99,117 for the nine months ended September 30, 2017,2023, representing an increasea decrease of $597,$165,308 or 0.47%63%, as compared to $126,974$264,425 for the nine months ended September 30, 2016, which was not considered a substantial change.

2022.

Gross profit
Gross profit was $428,797$190,220 for the nine months ended September 30, 2017,2023, compared to $146,433$167,765 for the nine months ended September 30, 2016.same period in 2022. Gross profit as a percentage of net sales was approximately 77%66% for the nine months ended September 30, 2017,2023, compared to approximately 54%39% in the same period in 2016.2022. The change in gross profit marginincrease was mainly due to more skin care products with higher yield margin sold during the nine months ended September 30, 2017.

there was high markup on Nutrition supplement products.

Selling, general and administrative expenses
Selling, general and administrative expenses consist primarily of export expense, compensationoffice rent, salary and related costs for personnel and facilities, and professional service fees. Selling, general and administrative expenses were $256,401$678,972 for the nine months ended September 30, 2017, a decrease2023, representing an increase of $75,285,$35,330 or 22.70%5%, as compared to $331,686$643,642 for the nine months ended September 30, 2016. The decrease in selling, general and administrative expenses2022.
Loss from operations
Loss from operations was mainly due to the decrease in payroll expenses by $35,223 and the decrease in advertising expenses by $25,370 during the nine months ended September 30, 2017.

Other income (expense) was $60,218$488,752 for the nine months ended September 30, 2017, an increase2023 compared to loss from operations of $64,450, or 1522.92%, from $(4,232)$475,877 for the nine months ended September 30, 2016. The2022, representing an increase of $12,875 or 3%. Such increase was mainly attributableprimarily due to service fee of $59,460 charged to our related party and an increased gain on foreign currency exchange duringthe decrease in sales.

Other income (expense)
Other expense was $3,160 for the nine months ended September 30, 2017.

2023, compared to other income of $1,582 for the nine months September 30, 2022.

Net loss
As a result of the above factors, our net incomeloss was $232,614$491,912 for the nine months ended September 30, 2017,2023, as compared to a net loss of $189,485$464,021 for the nine months ended September 30, 2016,2022, representing an increase of $422,099,$27,891 or 222.76%6%.


5

Liquidity and Capital Resources

Cash and cash equivalents were $8,740$17,652 at September 30, 2017,2023 and $42,086$18,169 at December 31, 2016.2022. Our total current assets were $272,225$328,155 at September 30, 2017,2023, as compared to $50,316$425,916 at December 31, 2016.2022. Our total current liabilities were $330,485$1,678,817 at September 30, 2017,2023, as compared to $325,543$1,266,234 at December 31, 2016.

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2022.

We had negativea working
deficit
of $1,350,662 on September 30, 2023, compared to the working capital deficit of $58,260 at September 30, 2017, compared to negative working capital of $275,227 at$840,318 on December 31, 2016. The decrease2022. There is an increase in negative working capital was primarily due todeficit for the increases in account receivable and advance to suppliers.

period.

Net cash provided byused in operating activities was $3,506$216,203 during the nine months ended September 30, 2017,2023, as compared to net cash used in operating activities $79,538$111,622 for the nine months ended September 30, 2016.2022. The increase in net cash provided byused in operating activities in the amount of $104,581 was primary attributable to the decrease in account receivable, increase in net income.

loss and inventory.

Net cash used in investing activities was $35,648$1,088 during the nine months ended September 30, 2017,2023, as compared to $3,717$19,537 for the nine months ended September 30, 2016.2022. The increasedecrease in net cash used in investing activities primarily because we acquired all issued and outstanding shareswas due to the decrease in the acquisition of one of our subsidiaries in Taiwan in consideration of $30,562 inequipment.
Net cash provided by financing activities was $236,030 during the nine months ended September 30, 2017.

Net cash provided by financing activities was $02023, as compared to $127,468 for the nine months ended September 30, 2017, as compared to $100,000 for nine months ended September 30, 2016.2022. The decreaseincrease in net cash provided by financing activities was because we did not issue any new common stock shares duringdue to the nine months ended September 30, 2017.

Net changedecrease of repayment to related party.

As a result of the above factors, net decrease in cash and cash equivalents was a decrease of $33,346were $517 for the nine months ended September 30, 2017. Net change in cash and cash equivalents was an increase2023, as compared to net decrease of $15,856$6,566 for the nine months ended September 30, 2016.

Inflation

Our opinion2022.

Critical Accounting Policies
Please refer to Note 1 in the notes to our consolidated financial statements included in this report for the Company’s complete critical accounting policies.
Cash and Cash Equivalents
Cash and cash equivalents include cash and all highly liquid instruments with original maturities of three months or less.
Accounts Receivable
Accounts receivable are stated at carrying value less estimates made for doubtful receivables. An allowance for impairment of trade receivables is established if the collection of a receivable becomes doubtful. Such receivable becomes doubtful when there is objective evidence that inflationthe Company will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter into bankruptcy or financial reorganization, and default or delinquency in payments are considered indicators that the receivable is impaired. The amount of the allowance is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. An impairment loss is recognized in the statement of income, as are subsequent recoveries of previous impairments.
Inventory
Inventory is stated at the lower of cost and net realizable value. Net realizable value (NRV) is defined as estimated selling prices less costs of completion, disposal, and transportation. Inventory consists mainly of finished goods held for resale. Cost is determined on a weighted average cost method. The Company periodically reviews the age and turnover of its inventory to determine whether any inventory has not hadbecome obsolete or has declined in value, and incurs a material effect on ourcharge to operations for known and is not expected to have any material effect on our operations.

Climate Change

Our opinion is that neither climate change, nor governmental regulations related to climate change, have had, or are expected to have, any material effect on our operations.

anticipated inventory obsolescence.


6


IItemt
em 3. Quantitative and Qualitative Disclosures about Market Risk.

As a smaller reporting company, we are not required to provide this information.


IItemt
em 4. Controls and Procedures.

As

Evaluation of the end of the period covered by this report, we conducted an evaluation, under the supervisionDisclosure Controls and with the participation of our Chief Executive Officer and Chief Financial Officer, of ourProcedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concludeddesigned to provide reasonable assurance that our disclosure controls and procedures were effective as of end of the period covered by this report to ensure thatmaterial information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is (1)recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that the information is accumulated and communicated to our management, including our Chief Executive Officer and interim Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure;disclosure. We performed an evaluation, under the supervision and (2) recorded, processed, summarizedwith the participation of our management, including our Chief Executive Officer and reported, within the time periods specified in the rules and formsChief Financial Officer, of the Securitieseffectiveness of the design and Exchange Commission.

There was no changeoperation of our disclosure controls and procedures as of the end of the period covered by this report. During our assessment of the effectiveness of internal control over financial reporting as of September 30, 2023, management identified material weaknesses related to (i) our internal audit functions (ii) inadequate levels of review of the financial statements, (iii) a lack of segregation of duties within accounting functions and (iv) the absence of any independent directors. Therefore, our internal controls orover financial reporting were not effective as of September 30, 2023.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in other factorsall disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that could affect thesewe have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures is also based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Material Weaknesses and Corrective Actions
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during our last fiscal quarter to which this Quarterly Report on Form 10-Q relates that hashave materially affected, or isare reasonably likely to materially affect our internal controlcontrols over financial reporting.


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PPARTA
RT II –- OTHER INFORMATION

I

Itemt

em 1. Legal Proceedings.
We are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, or proceeding by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or our subsidiary, threatened against or affecting our Company, our common stock, our subsidiary or of our companies or our subsidiary’s officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

I

None.

Itemt

em 1A. Risk Factors.

As a smaller reporting company, we are not required to provide this information.


IItemt
em 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.

I

None.

Itemt

em 3. Defaults Upon Senior Securities.
None.

I

None.

Itemt

em 4. Mine Safety Disclosures.

Not applicable.


IItemt
em 5. Other Information.

None.

There is no other information required to be disclosed under this item which has not been previously disclosed.

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Table of Contents



IITEMT
EM 6.EXHIBITS

The following exhibits are filed herewith:


Exhibit

No.

Description

31.1


CertificationsCertification of Chief Executive and Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.1934.

31.232.1


Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange ActCertification of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

CertificationsChief Executive and Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.2002

32.2

101.INS

Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

XBRL Instance Document

101.SCH

101.SCH
XBRL Taxonomy Extension Schema Document

101.CAL

101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

101.DEF
XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

101.LAB
XBRL Taxonomy Extension Label Linkbase Document

101.PRE

101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document

18
104 
Table of Contents
Cover Page Interactive Data File - the cover page from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, is formatted in Inline XBRL. 

9


SSIGNATURES

In accordance withI

GNATURES
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.

EOS Inc.

Date: November 13, 2017

17, 2023

By:

/s/ He-Siang Yang

He-Siang Yang

Principal Executive Officer, Principal Financial Officer,

CEO, President, Secretary and Chairman of the Board

10

19