EOS Inc.
EOS Inc.
12/12/2024 | Press release | Distributed by Public on 12/12/2024 07:22
Amendment to Annual Report (Form 10-K/A)
EOS INC.
68,497
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No.
3
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
December 31, 2023
or
¨
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 000-55661
EOS INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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30-0873246
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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2F., No. 157, Sec. 2, Nanjing E. Rd., Zhongshan Dist.,
Taipei City 104075 Taiwan (Republic of China)
(Address of principal executive offices, Zip Code)
+8862-2586-8300
(Registrant's telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act: Common Stock $.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
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No
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes
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No
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Indicate by check mark whether the registrant (1) has 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. Yes
x
No
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
x
No
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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x
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Smaller reporting company
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x
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Emerging Growth Company
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x
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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.
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Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
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If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
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Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
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No
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The aggregate market value of the voting and non-voting common equity held by non-affiliates was $24,580,140 computed by reference to the closing price of the registrant's common stock as quoted on the OTCQB maintained by OTC Markets, Inc. on June 30, 2022 (which was $6.50 per share). For purposes of the above statement only, all directors, executive officers and 10% shareholders are assumed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other purpose.
As of
December 10,
202
4
, there were 604,781,560 shares of common stock, par value $0.001 issued and outstanding.
Documents Incorporated by Reference: None
Explanatory Note
On April 16, 2024, May 30, 2024, and August 6, 2024 EOS Inc. (the "Company") filed its Annual Report on Form 10-K in the "Original Form 10-K" and in Amendment No. 1 and Amendment No. 2 respectively for the fiscal year ended December 31, 2023. The purpose of this Amendment No. 3 (the "Amendment") is to replace the pages in respect below:
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1.
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To disclose more clearly all of our subsidiaries, their places of incorporation, and their roles in our operations;
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2.
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to clarify the roles of Zongjiang He and He-Sing Yang in relation to their roles as CO and acting CFO
; and
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to clarify that our auditors are based in Singapore and inspected by PCAOB; and
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to clarify the ability of investors to effectuate service of process and enforceable judgments against the Company; and
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5
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to add additional risk factors regarding our subsidiary doing business with customers based in Hong Kong; and
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XBRL has been updated in this Amendment solely with respect to the cover page, and Exhibit 104 has been added to i
nclude the Cover Page Interactive Data File (formatted as inline XBRL and included as Exhibit 101)
In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the Company is including with this Amendment currently dated certifications from its principal executive and principal financial officer as Exhibits 31.1
/31.2
and 32.1/32.2
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No other items of the Original Form 10-K are being amended and this Amendment does not reflect any events occurring after the filing of the Original Form 10-K.
TABLE OF CONTENTS
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PART I
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Item 1.
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Business
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5
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Item1A.
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Risk Factors
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8
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Item1B.
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Unresolved Staff Comments
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10
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Item1C.
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Cybersecurity
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10
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Item 2.
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Properties
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10
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Item 3.
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Legal Proceedings
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10
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Item 4.
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Mine Safety Disclosures
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10
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PART II
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Item 5.
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Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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11
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Item 6.
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[Reserved]
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13
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Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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13
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Item7A.
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Quantitative and Qualitative Disclosures about Market Risk
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20
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Item 8.
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Financial Statements and Supplementary Data
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20
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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21
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Item9A.
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Controls and Procedures
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21
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Item9B.
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Other Information
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22
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Item9C
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Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
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22
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PART III
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Item10.
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Directors, Executive Officers and Corporate Governance
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22
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Item11.
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Executive Compensation
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26
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Item12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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27
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Item13.
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Certain Relationships and Related Transactions and Director Independence
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27
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Item14.
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Principal Accountant Fees and Services
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28
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PART IV
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Item15.
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Exhibits, Financial Statement Schedules
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29
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Item 16.
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Form 10-K Summary
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29
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SIGNATURES
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30
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FORWARD LOOKING STATEMENTS
Forward-Looking Statements
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are "forward-looking statements" for purposes of federal and state securities laws, including: any projections of earnings, revenues or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words "may," "might," "will," "will likely result," "would," "should," "estimate," "intend," "continue," "believe," "expect," "plan," "project," "forecast," "anticipate," "seek," "continue," "target" or the negative of such terms or other similar expressions. The ultimate correctness of these forward-looking statements is dependent upon a number of known and unknown risks and events and is subject to various uncertainties and other factors that may cause our actual results, performance or achievements to be different from any future results, performance or achievements expressed or implied by these statements.
The following important factors, among others, could affect our future results and events, causing those results and events to differ materially from those views expressed or implied in our forward-looking statements: our ability to continue as a going concern absent new debt or equity financings; our ability to successfully remediate material weaknesses in our internal controls; our ability to reach research and development milestones as planned and within proposed budgets; our ability to control costs; our ability to successfully implement our expansion strategies; our current reliance on substantial debt financing that we currently are unable to repay in cash; our ability to obtain adequate new financing; our ability to successfully develop PRP, our lead product candidate; our ability to successfully develop and market our technologies; our ability to obtain and maintain patent protection; our ability to recruit employees and directors with accounting and finance expertise; our dependence on third parties for services; our dependence on key executives; the impact of government regulations, including U.S. Food and Drug Administration regulations; the impact of any future litigation; the availability of capital; changes in economic, business and competitive conditions; and other risks. Any one or more of such risks and uncertainties could have a material adverse effect on us or the value of our common stock.
All forward-looking statements included in this Form-10-K are made only as of the date of this Annual Report or as of the date indicated. We do not undertake any obligation to, and may not, publicly update or correct any forward-looking statements to reflect events or circumstances that subsequently occur or which we hereafter become aware of, except as required by law. New risks and uncertainties arise from time to time and we cannot predict these events or how they may affect us. When considering these risks, uncertainties and assumptions, you should keep in mind the cautionary statements contained in this Annual Report and any documents incorporated herein by reference. You should read this Annual Report and the documents that we incorporate by reference into this Annual Report completely and with the understanding that our actual future results may be materially different from what we expect. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.
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PA
RT I
I
tem 1. Business.
Description of Business
General Information
EOS Inc. ("we," "us," "our," or the "Company") was incorporated in the State of Nevada on April 3, 2015. The Company has 3 wholly owned subsidiaries. These subsidiaries are Emperor Star International Trade Co., LTD, a Taiwan company; EOS International Inc., a British Virgin Islands company, and EOS Inc., Taiwan Branch, a Taiwan Company. Additionally, EOS International inc. owns 83.33% of its subsidiary, Shanghai Maosong Co., Ltd, a Shanghai incorporated company. Our business is performed, and our revenue generated, from these subsidiaries.
This is a graphical representation of our corporate structure:
We set up the Shanghai subsidiary in 2019 under the laws of China. The BVI intermediate holds it. It hasn't commenced business since its incorporation. It will not hit the restriction of "Chinese law prohibits direct foreign investment in the operating companies".
Two Taiwan subsidiaries contributed the revenue during the past few years. They sold products to local customers and customers in Hong Kong, China, Singapo, and other Southeast Asian countries.
During the 1st two quarters, the major revenues were from the customers in Hong Kong. Although Hong Kong is part of China, the legal system is different from China and is well recognized and accepted by most of the countries in the world. The management didn't consider there a restriction for the Hong Kong Government to prohibit the Hong Kong locals from purchasing products from the Company.
Emperor Star International Trade Co., LTD is the only operating subsidiary, and the other subsidiaries do not have any operations. Therefore, any references to our operations throughout this document shall be to those operations undertaken by our only operating subsidiary.
On or about November 18, 2016, the Company formed EOS INC. TAIWAN BRANCH, a Taiwanese corporation ("EITB") and the Company owns 100% of EITB.
On May 3, 2017, the Company entered into and closed a Share Purchase and Sale Agreement (the "Purchase Agreement") with Emperor Star International Trade Co., Ltd., ("Emperor Star"), to acquire all of the issued and outstanding shares of Emperor Star in consideration of $30,562 in cash. As a result of the transaction, Emperor Star became the Company's wholly owned subsidiary. Upon consummation of the transaction, the Company has assumed the business of Emperor Star and ceased to be a shell company. Yu-Hsiang Chia currently serves as the officer and director of Emperor Star. Emperor Star was incorporated on November 16, 2015 under the laws of Taiwan and is in the business of marketing and distributing various consumer products, including nutrition supplements and skin care products.
Yu-Hsiang Chia currently serves as the officer and director of Emperor Star. On May 26, 2020, EOS Inc. increased its investment in Emperor Star by $134,004 (NTD$4,000,000). The Company also received contributions to Emperor Star from non-controlling interests in the amount of $33,398 (NTD$1,000,000). As a result, the Company owns 83% equity interest of Emperor Star as of June 30, 2020, which is no longer a wholly-owned subsidiary.
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.
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.
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Corporate Actions
On August 18, 2018 the Company filed a Certificate of Amendment to its Articles of Incorporation in which the Company elected not to be governed by 78.411 to 78.444, inclusive, of the Nevada Revised Statutes.
On March 16, 2021, the Company filed a Certificate of Change to the Company's Articles of Incorporation to increase its authorized common stock from 75,000,000 to 575,000,000.
On March 31, 2021, the Company's board of directors and stockholders authorized a reverse stock split of its outstanding common stock at a ratio of 1-for-1000 without any change in the par value per share which became effective on April 7, 2021 upon approval by FINRA.
On August 19, 2021, the Company filed a Certificate of Designation to establish a Series A preferred stock. The number of shares designated for the class of stock is 5,000,000 shares. The holders of these shares are entitled to 1,000 votes per each share of Series A stock owned.
On
December 1
,
2023
the Company filed a Certificate of Change to the Company's Articles of Incorporation to increase its authorized common stock from
5
75,000,000 to
1,000
,000,000.
Business Overview
Nutritional supplements
We market and sell nutritional supplements mainly focus on ginsenoside supplements named "Bodywafer", which are customized and manufactured exclusively for EOS Inc. We market, promote and sell ginsenoside supplements manufactured by Wellhead Biological Technology Corp. ("Wellhead"), a company headquartered in Taiwan that specializes in the research, development and manufacture of ginsenosides. Ginsenosides are the active ingredients in ginseng. Wellhead has patented enzymatic technology to produce and extract pure and rare ginsenosides, which are highly valued in Chinese medicine and therapeutic areas. Ginsenosides are used to improve health and stamina.
We source our products from Wellhead and sell them directly to our channel partners, whose primary channels are in various parts of Asia, including Taiwan, Malaysia, Hong Kong, Singapore and the People's Republic of China ("PRC"). We also provide comprehensive sales training to our channel partners through on-site seminars and online webinars to effectively market our products.
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Sales and Marketing
Wholesale sales to ginsenoside supplements
Our principal supplier is Wellhead Biological Technology Corp. ("Wellhead"), which is headquartered in Taiwan and specializes in the research and development and production of ginsenosides. ("Wellhead"), which is headquartered in Taiwan and specializes in the research and development and production of ginsenosides. They have a patented enzymatic technology for the production and extraction of pure and rare ginseng saponins and hold a number of international patents.
Our principal distributors are Fortune King (HK) Trading Limited and Nine Trillion Science and Technology media Co. Pursuant to a distributor supply agreement, we sell the majority of our products to Fortune King, a company organized under the laws of Hong Kong, which distributes the products it purchases from us to representative offices and retail stores located primarily in Mainland China and Hong Kong, and Nine Trillion, which operates the Taiwan market and distributes the products through both brick-and-mortar stores and online stores. In addition, Nine Trillion operates the Taiwan market and distributes products through physical stores and online stores. In addition, we also sell our products to small retailers and individuals in Southeast Asia.
The major countries where these products are currently available in the market and their future prospects
Our major markets are in different parts of Asia such as Taiwan, Malaysia, Hong Kong, Singapore and the People's Republic of China ("PRC"). Products using ginseng as an ingredient are familiar and readily accepted in the Chinese market and the Southeast Asian market. We promote and sell ginsenoside supplements with patented enzymatic technology to produce and extract pure and rare ginsenosides, which are highly valuable in the field of traditional Chinese medicine and therapeutics.
In terms of the global market, according to the Markets and Markets platform, the global nutritional food market reached US$136.2 billion in 2020 and is expected to reach US$204.7 billion by 2026, with a CAGR of 7% over the forecast period. In the aftermath of the epidemic, rising consumer health awareness, growing geriatric population and prevalence of healthy diets are increasingly driving the nutritional food market.
Difficulty in entering the market
We do not own or operate the manufacturing facilities that produce the products we sell, and we lack the ability to control our production costs, but we have no intention of doing so. We are currently dependent on, and expect to be supplied with, our products by new third-party manufacturers and/or suppliers for the foreseeable future. Reliance on third-party manufacturers and suppliers presents risks that we would not face if we manufactured our products ourselves, including:
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Reliance on third parties for manufacturing processes, development, regulatory compliance in the sales territory and quality assurance.
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Supply availability is limited due to capacity and scheduling constraints of such third parties.
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Third parties may violate manufacturing or supply agreements due to factors beyond our control.
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A third party may terminate or not renew a manufacturing or supply agreement, which would be costly or inconvenient for us.
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If we do not maintain our key manufacturing and/or supplier relationships, we may not be able to immediately find alternative manufacturers or suppliers, and we do not intend to develop our own manufacturing capabilities. If we do find alternative manufacturers or suppliers, we may not be able to reach agreements with them on the terms and conditions that are most favorable to us, and there may be significant delays in the pace of market development until we find alternative sources or other products to sell our products.
Competition
We are a small distribution company compared to our competitors. Many of our current and potential competitors have greater financial, technical and human resources and are more experienced in product marketing, discovery and development than we are, which could place us at a significant competitive disadvantage or deprive us of marketing franchises.
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There are several possibilities that could create potential competitors, including:
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The supplier establishes its own sales channels based on its own technological holdings or manufacturing strengths.
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Distributors in the sales area may be able to rely on their experience and strengths in the local channel to find similar goods for other brand packaging and transfer customer resources after the termination of the contract.
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Other local businesses with lower quality and price or similar products.
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Companies that sell a wide range of nutritional food products, or have their own technological or manufacturing strengths, financial strength and scale.
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the layout of the main sales staff and distributors
We have the skills and knowledge to plan and execute relevant training for our sales staff, and have regularly designed training courses, including: product expertise, sales skills, and customer service and computer courses, for sales staff in different countries, will be performance competitions, training courses, incentives, seminars as the theme, according to the size of the meeting, in local and overseas gatherings, the company also has specialized staff to the company also has specialized personnel to inspect and supervise the distributors in each region and provide feedback to the headquarters on the demand and actual situation.
In order to address competitive risks and weaknesses, we are creating a more advantageous marketing plan, planning to establish soft brand management, incorporating more types of cooperative suppliers, and strengthening the training and promotion of existing distributors and distribution bases. Starting from the second quarter of 2024, we will focus on the first-tier cities in the central and southern regions of China, increasing the preferential conditions for distributors, recruiting partners, and at the same time, launching the online shopping malls in the region. At the same time, we will develop a network of online shopping centers, with Singapore and Malaysia, where the proportion of Chinese is the highest, as the main development areas, in order to create more diversified choices for distributors in the Southeast Asian region.
EMPLOYEES
As of March 27, 2024, we employ 9 full-time and no part-time employees. In addition to our employees, we engage key consultants and utilize the services of independent contractors to perform various services on our behalf. Some of our executive officers and directors are engaged in outside business activities that we do not believe conflict with our business. Over time, we may be required to hire additional employees or engage independent contractors to execute various projects that are necessary to grow and develop our business. These decisions will be made by our officers and directors, if and when appropriate.
CORPORATE INFORMATION
Our principal executive office is presently
located at
2F., No. 157, Sec. 2, Nanjing E. Rd. Zhongshan District Taipei City 104075 Taiwan (Republic of China).
O
ur telephone number is +8862-2586-8300. Our website is eosinc999.us. Our website's information is not, and will not be deemed, a part of this Annual Report or incorporated into any other filings we make with the SEC.
AVAILABLE INFORMATION
Copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents that we will file with or furnish to the SEC will be available free of charge by sending a written request to our Corporate Secretary at our corporate headquarters. Additionally, the documents we file with the SEC are or will be available free of charge at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Other information on the operation of the Public Reference Room may be obtained by calling the SEC at (800) SEC-0330. The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The SEC's website is www.sec.gov.
I
tem 1A. Risk Factors.
ENFORCEABILITY OF CIVIL LIABILITIES
Our CFO, Mr. Zongjiang He is located in China, and our Director Lai Chen Kwok is located in Hong Kong. The recognition and enforcement of foreign judgments are subject to compliance with the PRC Civil Procedures Law and relevant civil procedure requirements in PRC. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on reciprocity between jurisdictions. China does not have any treaties or other form of reciprocity with the United States that provide for the reciprocal recognition and enforcement of foreign judgments, including judgments based on United Stated Federal securities laws, whether against the Company or its directors or officers,. In addition, according to the PRC Civil Procedures Law, courts in China will not enforce a foreign judgment against the Company or its directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States. Service of process may be made on the Company in Nevada, where the Company is incorporated, by following Nevada state law regarding service of process on Nevada based companies.
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RISKS RELATED TO DOING BUSINESS IN HONG KONG
It may be difficult for overseas shareholders and/or regulators to conduct investigations or collect evidence within the territory of China, including Hong Kong.
Our principal business operations are conducted in Hong Kong. Shareholder claims or regulatory investigations that are common in the United States generally are difficult to pursue as a practical matter in China. In China, there are significant legal and other obstacles to providing information needed for regulatory investigations or litigation initiated outside China. Although the authorities in China may establish a regulatory cooperation agreements, such cooperation with the securities regulatory authorities in the Unities States are likely to be inefficient in the absence of mutual and practical cooperation mechanism. In the event that U.S. regulators carry out an investigation regarding the Company, or collect evidence within, the territory of the PRC, the U.S. regulators may not be able to carry out such investigation or evidence collection directly in the PRC under the PRC laws. Additionally, while the Securities and Futures Commission of Hong Kong ("SFC") is a signatory to the International Organization of Securities Commissions Multilateral Memorandum of Understanding ("MMOU"), which provides for mutual investigatory and other assistance and exchange of information between securities regulators around the world, including the SEC. This is also reflected in section 186 of the Securities and Futures Ordinance ("SFO") which empowers the SFC to exercise its investigatory powers to obtain information and documents requested by non-Hong Kong regulators, and section 378 of the SFO which allows the SFC to share confidential information and documents in its possession with such regulators. However, there is no assurance that such cooperation will materialize, or if it does, whether it will adequately address any efforts to investigate or collect evidence to the extent that may be sought by U.S. regulators.
You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or our management named in this prospectus based on Hong Kong laws.
Currently, all of our operations are conducted outside the United States, and all of our assets are located outside the United States. All of our directors and officers are Chinese or Hong Kong nationals or residents and a substantial portion of their assets are located in China, Hong Kong or otherwise outside of the United States. Foreign judgments of United States courts will not be directly enforced in Hong Kong, as there are currently no treaties or other arrangements providing for reciprocal enforcement of foreign judgments between Hong Kong and the United States. You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or our management named in the prospectus, as judgments entered in the United States can be enforced in Hong Kong only at common law. If you want to enforce a judgment of the United States in Hong Kong, it must be a final judgment conclusive upon the merits of the claim, for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges, the proceedings in which the judgment was obtained were not contrary to natural justice, and the enforcement of the judgment is not contrary to public policy of Hong Kong. Such a judgment must be for a fixed sum and must also come from a "competent" court as determined by the private international law rules applied by the Hong Kong courts.
The enforcement of laws and rules and regulations in China can change quickly with little advance notice. Additionally, the PRC laws and regulations and the enforcement of such that apply or are to be applied to Hong Kong can change quickly with little or no advance notice. As a result, the Hong Kong legal system embodies uncertainties which could limit the availability of legal protections, which could result in a material change in our operations and/or the value of the securities we are registering for sale.
As one of the conditions for the handover of the sovereignty of Hong Kong to China, China accepted conditions such as Hong Kong's Basic Law. The Basic Law ensured Hong Kong will retain its own currency (the Hong Kong Dollar), legal system, parliamentary system and people's rights and freedom for fifty years from 1997. This agreement has given Hong Kong the freedom to function with a high degree of autonomy. The Special Administrative Region of Hong Kong is responsible for its own domestic affairs including, but not limited to, the judiciary and courts of last resort, immigration and customs, public finance, currencies and extradition. Hong Kong continues using the English common law system. However, if the PRC attempts to alter its agreement to allow Hong Kong to function autonomously, this could potentially impact Hong Kong's common law legal system and may in turn bring about uncertainty in, for example, the enforcement of the contractual rights of our Operating Subsidiaries. This could, in turn, materially and adversely affect business and operations of our Operating Subsidiaries. Additionally, intellectual property rights and confidentiality protections in Hong Kong may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect of future developments in the Hong Kong legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. These uncertainties could limit the legal protections available to us, including the ability to enforce agreements with the customers.
The Hong Kong legal system embodies uncertainties which could limit the availability of legal protections.
Hong Kong continues using the English common law system. However, if the PRC attempts to alter its agreement to allow Hong Kong to function autonomously, this could potentially impact Hong Kong's common law legal system and may in turn bring about uncertainty in, for example, the enforcement of our contractual rights. This could, in turn, materially and adversely affect the business and operations of our company. Additionally, intellectual property rights and confidentiality protections in Hong Kong may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect of future developments in the Hong Kong legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. These uncertainties could limit the legal protections available to our Operating Subsidiaries, including their ability to enforce agreements with our customers.
There are some political risks associated with conducting business in Hong Kong.
Our operations are principally based in Hong Kong. Accordingly, the business operations and financial conditions will be affected by the political and legal developments in Hong Kong. During the period covered by the financial information incorporated by reference into and included in this filing, we derive nearly all of our revenue from operations in Hong Kong. Any adverse economic, social and/or political conditions, material social unrest, strike, riot, civil disturbance or disobedience, as well as significant natural disasters, may affect the market and may adversely affect our business operations. Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, namely, Hong Kong's constitutional document, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of "one country, two systems". However, there is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong in the future. Since all of our operations are based in Hong Kong, any change of such political arrangements may pose an immediate threat to the stability of the economy in Hong Kong, thereby directly and adversely affecting our results of operations and financial positions.
Our revenue is susceptible to any incidents or factors which affect the stability of the social, economic and political conditions in Hong Kong. Any drastic events may adversely affect our business operations. Such adverse events may include changes in economic conditions and regulatory environment, social and/or political conditions, civil disturbance or disobedience, as well as significant natural disasters. Given the relatively small geographical size of Hong Kong, any such incidents may have a widespread effect on our business operations, which could in turn adversely and materially affect our business, our results of operations and financial condition.
The Chinese government exerts substantial influence over all business activities conducted in China and may intervene or influence our operations at any time with little advance notice, which could result in a material change in our operations and the value of our Securities. While we are not a China based Company, we do have significant business activities in China.
The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to securities regulation, data protection, cybersecurity and mergers and acquisitions and other matters. The central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations with little advance notice that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations.
Government actions in the future could significantly affect economic conditions in China or particular regions thereof, and could require us to materially change our operating activities or divest ourselves of any interests we hold in Chinese assets. Our business may be subject to various government and regulatory interference. We may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. Our operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to our business or industry.
Recently, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Severely Cracking Down on Illegal Securities Activities According to Law, or the Opinions, which was made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by Chinese companies. Effective measures, such as promoting the construction of relevant regulatory systems, will be taken to deal with the risks and incidents of China-concept overseas listed companies. As of the date of this prospectus, we have not received any inquiry, notice, warning, or sanctions from PRC government authorities in connection with the Opinions.
On June 10, 2021, the Standing Committee of the National People's Congress of China, or the SCNPC, promulgated the PRC Data Security Law, which took effect in September 2021. The PRC Data Security Law imposes data security and privacy obligations on entities and individuals carrying out data activities, and introduces a data classification and hierarchical protection system based on the importance of data in economic and social development, and the degree of harm it will cause to national security, public interests, or legitimate rights and interests of individuals or organizations when such data is tampered with, destroyed, leaked, illegally acquired or used. The PRC Data Security Law also provides for a national security review procedure for data activities that may affect national security and imposes export restrictions on certain data an information.
In early July 2021, regulatory authorities in China launched cybersecurity investigations with regard to several China-based companies that are listed in the United States. The Chinese cybersecurity regulator announced on July 2 that it had begun an investigation of Didi Global Inc. (NYSE: DIDI) and two days later ordered that the company's app be removed from smartphone app stores. On July 5, 2021, the Chinese cybersecurity regulator launched the same investigation on two other Internet platforms, China's Full Truck Alliance of Full Truck Alliance Co. Ltd. (NYSE: YMM) and Boss of KANZHUN LIMITED (Nasdaq: BZ). On July 24, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly released the Guidelines for Further Easing the Burden of Excessive Homework and Off-campus Tutoring for Students at the Stage of Compulsory Education, pursuant to which foreign investment in such firms via mergers and acquisitions, franchise development, and variable interest entities are banned from this sector.
On August 17, 2021, the State Council promulgated the Regulations on the Protection of the Security of Critical Information Infrastructure, or the Regulations, which took effect on September 1, 2021. The Regulations supplement and specify the provisions on the security of critical information infrastructure as stated in the Cybersecurity Review Measures. The Regulations provide, among others, that protection department of certain industry or sector shall notify the operator of the critical information infrastructure in time after the identification of certain critical information infrastructure.
On August 20, 2021, the SCNPC promulgated the Personal Information Protection Law of the PRC, or the Personal Information Protection Law, which will take effect in November 2021. As the first systematic and comprehensive law specifically for the protection of personal information in the PRC, the Personal Information Protection Law provides, among others, that (i) an individual's consent shall be obtained to use sensitive personal information, such as biometric characteristics and individual location tracking, (ii) personal information operators using sensitive personal information shall notify individuals of the necessity of such use and impact on the individual's rights, and (iii) where personal information operators reject an individual's request to exercise his or her rights, the individual may file a lawsuit with a People's Court.
| 9 |
I
tem 1B. Unresolved Staff Comments.
None.
Item 1C. Cybersecurity
Cybersecurity Risk Management and Strategy
The cybersecurity risk management program, processes and strategy described in this section are limited to the personal and business information belonging to or maintained by the Company (collectively, "Confidential Information"), our own third-party critical systems and services supporting or used by the Company (collectively, "Critical Systems"), and service providers. We expect to develop and implement a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our Confidential Information and Critical Systems. Our cybersecurity risk management program will be integrated into our overall enterprise risk management program and is expected to include a cybersecurity incident response plan.
Our cybersecurity risk management program is expected to include:
|
·
|
risk assessments designed to help identify material cybersecurity risks to our Confidential Information,
Critical Systems and the broader enterprise IT environment;
|
|
·
|
a security team principally responsible for managing (i) our cybersecurity risk assessment processes, (ii)our security controls, and (iii) our response to cybersecurity incidents;
|
|
·
|
cybersecurity awareness and spear-phishing resistance training of our employees, and senior management;
|
|
·
|
a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents;
and
|
|
·
|
a vendor management policy for service providers.
|
We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. We face risks from cybersecurity threats that, if realized, could have a material adverse effect on us including an adverse effect on our business, financial condition and results of operations.
Cybersecurity Governance
Our executive management team, along with our managed information technology service provider, is responsible for assessing and managing risks from cybersecurity threats to the Company, including our Confidential Information and Critical Systems.
Our Board considers cybersecurity risk as part of its risk oversight function and oversight of cybersecurity and other information technology risks. Our Board oversees management's implementation of our planned cybersecurity risk management program. Our executive management team is responsible for updating the Board, as necessary, regarding significant cybersecurity incidents. Our Board shall also receive periodic reports from management on our cybersecurity risks and cybersecurity risk management program.
I
tem 2. Properties.
We do not own any real property. Our principal executive office is presently located at
2F., No. 157, Sec. 2, Nanjing E. Rd., Zhongshan Dist.,
Taipei City 104075
Taiwan (Republic of China). EITB and Emperor Star operate from this Taipei location. Emperor Star and EITB entered into the office leases which commenced on
December
1
, 2023 and will end on
May
31, 202
4
. The average amount of office rent (including the maintenance fees) is approximately $2,
293
per month.
I
tem 3. 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
tem 4. Mine Safety Disclosures
Not applicable
| 10 |
P
ART II
I
tem 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Our common stock is currently quoted on the OTCQB under the symbol "EOSS." There has not been any significant trading to date in the Company's common stock. The table below presents the high and low bid for our common stock for each quarter for the years ended December 31, 2023 and 2022. These prices reflect inter-dealer prices, without retail markup, markdown, or commission, and may not represent actual transactions.
|
High
|
Low
|
|||||||
|
Year ended December 31, 2023
|
||||||||
|
1st Quarter
|
$
|
9
.
0
0
|
$
|
9
.
0
0
|
||||
|
2nd Quarter
|
$
|
3.87
|
$
|
3.87
|
||||
|
3rd Quarter
|
$
|
3.65
|
$
|
3.65
|
||||
|
4th Quarter
|
$
|
0.3
0
|
$
|
0.3
0
|
||||
|
Year ended December 31, 2022
|
||||||||
|
1st Quarter
|
$
|
6.50
|
$
|
6.50
|
||||
|
2nd Quarter
|
$
|
6.50
|
$
|
6.50
|
||||
|
3rd Quarter
|
$
|
7.01
|
$
|
6.50
|
||||
|
4th Quarter
|
$
|
10.01
|
$
|
7.01
|
Security Holders
There were approximately
551
holders of record of our common stock as of
March 31, 2024
.
Common Stock
Each share of our common stock entitles the shareholder one vote on any and all matters such shareholder is entitled to vote at a shareholders' annual or special meeting. There are no cumulative voting rights, which mean that the shareholder or shareholders owning 50% of the issued and outstanding shares in our capital stock can elect the entire board of directors. Therefore, any shareholder or shareholders, cumulatively with less than 50% of the voting power, cannot elect any director to the board of directors on their won. Pursuant to the provisions of Section 78.320 of the Nevada Revised Statues (the "NRS"), at least a majority of the outstanding shares of capital stock entitled to vote must be present, in person or by proxy, at any meeting in favor of the action exceeds the number of votes cast in opposition to the action, provided, however, that directors may be elected by a plurality of the votes of the shares present at the meeting and entitled to vote. Certain fundamental corporate changes, such as the liquidation and business combination, require the approval of holders of a majority of the outstanding shares entitled to vote.
Holders of our common stock have no pre-emptive rights nor conversion rights. There are no redemption or sinking fund provisions applicable to our common stock.
Preferred Stock
As of March
19
, 202
4
, the outstanding number of shares of our Series A preferred stock was
1
,
5
00,000. Each share
is entitled to 1,000 votes of common stock without dividend rights.
Dividends
The holders of our common stock are entitled to receive dividends on a pro rata based on the number of shares held, when and if declared by our Board of Directors, from funds legally available for that purpose. NRS Section 78.288 prohibits us from declaring dividends where, after giving effect to the distribution of the dividend we would not be able to pay our debts as they become due in the normal course of business; or except as may be allowed by our Articles of Incorporation, our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders who may have preferential rights and whose preferential rights are superior to those receiving the distribution. We do not, however, intend to pay any dividends in the foreseeable future and currently intend to retain all future earnings to finance our business.
| 11 |
Our shareholders are not entitled to preference as to dividends or interest; pre-emptive rights to purchase new issues of shares; preference upon liquidation; or any other special rights or preferences.
There are no restrictions on dividends under any loan or other financing arrangements.
We paid no dividends on our common stock in the fiscal year of 202
3
. We do not have a policy of paying regular dividends and do not expect to pay any dividends on our common stock in the foreseeable future. We currently intend to retain any future earnings for our business. The payment of any future dividends on our common stock will be determined by our Board of Directors and will depend on business conditions, our financial earnings and other factors.
Outstanding Stock Options, Warrants and Convertible Securities
We have no outstanding stock options, warrants or convertible securities as of December 31, 2023.
Recent Sales of Unregistered
and free
Securities
Common Stock
On April 12, 2021, A-Best, and Mr. Ing-Ming Lai entered into a termination agreement (the "Termination Agreement") to terminate the agreement of Strategic Alliance Agreement dated March 2, 2020. In the agreement, Ing-Ming Lai has proceeded to return a total of 10,000 shares in EOS Inc, back to the Company.
On July 8, 2021, the Company issued 75,000,000 shares of Common Stock at $0.001 per share to convert outstanding debt owed to Co-Innovation Group Limited in the amount of $75,000.
On July 8, 2021, the Company issued 15,000,000 shares of Common Stock at $0.001 per share to convert outstanding debt owed to World Capital Holding Ltd in the amount of $15,000.
On August 18, 2021, the Company completed and closed a series of transactions to reorganize the Company's structure and to develop its business by acquiring certain minority control interest of its subsidiary and intellectual properties. Pursuant to the Intellectual Property Transfer Agreement, the Company to issue 75,000,000 shares of Common Stock to the transferors for the intellectual properties in consideration of the transfer. Pursuant to the Shareholders' Agreement of Shanghai Maosong Trading Co., Ltd and Equity Pledge Agreements, the Company to issue 15,000,000 shares of Common Stock to the transferors for the minority controlling interests of its subsidiary. Upon completion of the transactions above, EOS International Inc became a wholly controlled subsidiary of the Company.
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.
On September 7, 2023, the Company issued 21,000,000 of freely tradable common stock to non-employees as compensation in the amount of $41,019.
On December 5, 2023, the Company issued 345,000,000 shares of Common Stock at fair value $0.00122 per share to Co-Innovation Group Limited to convert outstanding debt owed to Mr. Yu-Cheng YANG in the amount of $420,900.
On December 18, 2023, the Company issued 55,000,000 shares of Common Stock at fair value $0.00122 per share to non-employees to convert outstanding debt owed to Mr. Yu-Cheng YANG in the amount of $67,100.
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.
| 12 |
I
tem 6. [Reserved]
I
tem 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Forward Looking Statements
Some of the statements contained in this Form 10-K that are not historical facts are "forward-looking statements" which can be identified by the use of terminology such as "estimates," "projects," "plans," "believes," "expects," "anticipates," "intends," or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Form 10-K, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties, and other factors affecting our operations, market growth, services, products, and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation:
|
1.
|
Our ability to attract and retain management and key employees;
|
|
2.
|
Our ability to generate customer demand for our products;
|
|
3.
|
The intensity of competition; and
|
|
4.
|
General economic conditions.
|
All written and oral forward-looking statements made in connection with this Form 10-K that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.
Business Overview
We are a distributor of various consumer products. Our goal is to source and bring to our channel partners the most innovative products which aims to improve quality of life, achieve optimal health, and promote green energy.
During the year
, we co
ntinued
to market, promote and sell the ginsenosides supplements manufactured by Wellhead Biological Technology Corp. ("Wellhead")
.
The ginsenosides supplements that we promote and sell are being named "Bodywafer" and the products are customized and manufactured specifically for EOS Inc.
We acquire the products from Wellhead and sell directly to our channel partners who will recognize the needs of their target customers in various regions in Asia, such as People's Republic of China ("PRC"), Singapore and Malaysia. We also provide comprehensive sales training to our channel partners through onsite seminars and online webinars to effectively market our products.
Results of Operation
The following presents the consolidated result of the Company for the year ended December 31, 2023 compared to the year ended December 31, 2022.
Net sales
Net sales were $296,852 for year ended December 31, 2023, representing a decrease of $355,695, or 55%, as compared to $652,547 for the year ended December 31, 2022. The decrease was primarily due to the consumer demand for the products falling and the company phased out some old products such as automobile carbon reduction machines.
| 13 |
Cost of sales
Cost of sales was $
102
,
975
for the year ended December 31, 2023, representing a
de
crease
of $
262
,3
07
or
72
%, as compared to $365,282 for the year ended December 31, 2022.
The decrease was primarily due to the
decrease in sales
.
Gross profit
Gross profit was $193,877 for the year ended December 31, 2023, compared to $287,265 for the same period in 202
2
. Gross profit as a percentage of net sales was
65
% for the year ended December 31, 2023, compared to 4
4
% in the same period in 202
2
. The increase was primarily due to
the
sales of nutrition supplement with higher margin.
Selling, general and administrative expenses
Selling, general and administrative expenses consist primarily of office rent, salary and related costs for personnel and facilities, and professional service fees. Selling, general and administrative expenses were $966,486 for the year ended December 31, 2023, representing a
de
crease of $1,242,390 or
5
6
%, as compared to $2,208,876 for the year ended December 31, 2022. The
de
crease was primarily due to
no significant
impairment
s in assets be recorded
for year ended December 31, 2023.
L
oss from operations
Loss from operations was $772,609 for the year ended December 31, 2023 compared to loss from operations of $1,921,611 for the year ended December 31, 2022, representing
a
de
crease of $1,149,002
or
60
%. The
de
crease was primarily due to no significant impairments in assets be recorded for year ended December 31, 2023.
Other income (expense)
Other income was $140,673 for the year ended December 31, 2023, a turnaround from other expense of $641 for the year ended December 31, 2022. The turnaround was mainly attributable certain provision for doubtful debts were reversed during the year of 2023 and recorded as other income.
Net loss
As a result of the above factors, our net loss was $631,936 for the year ended December 31, 2023, as compared to net loss of $1,912,159 for the year ended December 31, 2022, representing an improvement
of $1,280,223 or
67
%.
Liquidity and Capital Resources
Cash and cash equivalents were $14,307 at December 31, 2023 and $18,169 at December 31, 2022. Our total current assets were $487,319 at December 31, 2023, as compared to $425,916 at December 31, 2022. Our total current liabilities were $1,494,230 at December 31, 2023, as compared to $1,266,234 at December 31, 2022.
We had a working deficit of $1,006,911 on December 31, 2023, compared to the working deficit of $840,318 on December 31, 2022. The widening in the working deficit was primarily attributable to the increase in certain other payables.
Net cash used in operating activities was $317,
317
during the year ended December 31, 2023, as compared to $
164,714
for the year ended December 31, 2022.
The widening in net cash used in operating activities in the amount of $152,603 was primary attributable to no significant impairments in assets be recorded, provision for doubtful debts were reversed offset to increase in accrued expenses for year ended December 31, 2023.
Net cash used in investing activities was $1,834 during the year ended December 31, 2023, as compared to $
19,193
for the year ended December 31, 2022
, a reduction
in net cash used in investing activities.
| 14 |
Net cash provided by financing activities was $361,735 during the year ended December 31, 2023, as compared to $
180,146
for the year ended December 31, 2022. The increase in net cash provided by financing activities was due to the proceeds from related party.
As a result of the above factors, net decrease in cash and cash equivalents was $3,862 for the year ended December 31, 2023, as compared to net
decrease of $5,972 for the year ended December 31, 2022
.
Going concern
Our auditors have issued a "going concern" opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital or generate sufficient revenues to fund for our operation.
The Company requires additional funding to meet its ongoing obligations and to fund its operations. Our auditor has expressed substantial doubt about our ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on generating revenues and raising capital to fund its business operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
Critical Accounting Policies
Principles of Consolidation
The accompanying 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 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. 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 consolidated financial statements have been translated and presented in United States Dollars ($). In the accompanying consolidated financial statements and notes, "$", "US$" and "U.S. dollars" mean United States dollars, "NT$" and "NT dollars" mean New Taiwan dollars, and "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.
Cash and Cash Equivalents
Cash and cash equivalents include cash and all highly liquid instruments with original maturities of three months or less.
| 15 |
Accounts Receivable
Accounts receivable is 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.
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 are carried at cost net of accumulated depreciation. 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 over five years. Depreciation expense was $
833
and $3,257 for the years ended December 31, 2023 and 2022, respectively. Impairment loss was $
27
and $17,381 for the years ended December 31, 2023 and 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-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavourable 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 $
27
and $17,381 for the years ended December 31, 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.
| 16 |
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.
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 and 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 based on the present value and future minimum lease payments over the lease term at commencement date. The Company's future minimum based payments used to determine 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 uses its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.
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.
| 17 |
Advertising Costs
Advertising costs are expensed at the time such advertising commences. Advertising expenses were $1
12
and $1,966 for the years ended December 31, 2023 and 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
The Company's subsidiaries in Taiwan adopted the government mandated defined contribution plan pursuant to the Taiwan Labor Pension Act (the "Act"). 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
,
676
and $5,233 for the years ended December 31, 2023 and 2022, respectively. Other than the above, the Company does not provide any other post-retirement or post-employment benefits.
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:
| 18 |
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 income (loss) by the weighted average number of shares of common stock, common stock equivalents, and potentially dilutive securities outstanding during each year. Dilutive 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 years ended December 31, 2023 and 2022, warrants were excluded as dilutive shares as the Company incurred a net loss.
Income Taxes
The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when, in the opinion of management, it is more likely than not that some or all of any deferred tax assets will not be realized.
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 stockholders' equity.
| 19 |
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, common 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 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).
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 enter 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 wide variety of customers and markets in which the Company transacts business, as well as their dispersion across many geographical areas. As of December 31, 2023 and 2022, the Company had approximately $nil and $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.
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 Company has adopted this accounting standard in the financial year 2023, this new accounting standard has no significant impact to the Company.
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.
Our Auditors who have made these pronouncements are located in Singapore, and the Holding Foreign Companies Accountable Act, as amended by the Appropriations Act , and related regulations will not affect our Auditors as these are Chinese Acts and Regulations.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of December 31, 2023.
I
tem 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable to smaller reporting companies.
I
tem 8. Financial Statements and Supplementary Data.
| 20 |
FINANCIAL STATEMENT SCHEDULES
|
Report of Independent Registered Public Accounting Firm (PCAOB ID: 6732)
|
F-2
|
|
Financial Statements:
|
|
|
Consolidated Balance Sheets
|
F-3
|
|
Consolidated Statements of Operations and Comprehensive Loss
|
F-4
|
|
Consolidated Statements of Changes in Shareholders' Deficit
|
F-5
|
|
Consolidated Statements of Cash Flows
|
F-6
|
|
Notes to Consolidated Financial Statements
|
F-7
|
| F-1 |
R
EPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of EOS Inc.:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of EOS Inc. together with its subsidiaries (the "Company") as of December 31, 2023 and 2022, and the related consolidated statements of operation and comprehensive loss, stockholders' deficit, and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States.
Going Concern Uncertainty
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has net loss, negative working capital and accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Management's plans regarding these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
|
/s/
Onestop Assurance PAC
|
We have served as the Company's auditor since 2021.
Singapore
April 16
, 2024
| F-2 |
EOS, INC. AND SUBSIDIARIES
C
onsolidated Balance Sheets
As of December 31, 2023 and 2022
|
December 31,
202
3
|
December 31,
202
2
|
|||||||
|
ASSETS
|
||||||||
|
Current Assets
|
||||||||
|
Cash and cash equivalents
|
$
|
14,307
|
$
|
18,169
|
||||
|
Accounts receivable
|
224,590
|
160,253
|
||||||
|
Inventory, net
|
79,482
|
46,196
|
||||||
|
Advances to suppliers
|
161,179
|
166,594
|
||||||
|
Security deposits
|
3,802
|
6,608
|
||||||
|
Prepaid expenses
a
nd other current assets
|
3,959
|
28,096
|
||||||
|
Total Current
A
ssets
|
$
|
487,319
|
|
|
$
|
425,916
|
||
|
Non-Current Assets
|
||||||||
|
Property, plant and equipment, net
|
$
|
5,660
|
$
|
4,692
|
||||
|
Operating lease right of use asset
|
4,192
|
115,884
|
||||||
|
Total Non-Current Assets
|
$
|
9,852
|
$
|
120,576
|
||||
|
Total
A
ssets
|
$
|
497,171
|
$
|
546,492
|
||||
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||||||
|
Current Liabilities
|
||||||||
|
Accounts payable
|
$
|
9,761
|
$
|
-
|
||||
|
Other payable and accrued expenses
|
309,103
|
73,352
|
||||||
|
Due to sh
a
reholders
|
74,065
|
277,080
|
||||||
|
Income taxes payable
|
45,318
|
49,074
|
||||||
|
Other current liabilities
|
1,000,000
|
750,000
|
||||||
|
Operating lease liabilities - current
|
2,818
|
48,231
|
||||||
|
Current portion of long-term loan payables
|
53,165
|
68,497
|
||||||
|
Total Current Liabilities
|
$
|
1,494,230
|
$
|
1,266,234
|
||||
|
Non-Current Liabilities
|
||||||||
|
Long-term loan payables
|
$
|
65,210
|
$
|
116,012
|
||||
|
Operating lease liabilities - non-current
|
1,374
|
80,538
|
||||||
|
Total Non-Current Liabilities
|
$
|
66,584
|
$
|
196,550
|
||||
|
Total Liabilities
|
$
|
1,560,814
|
$
|
1,462,784
|
||||
|
Commitments and Contingencies
|
$
|
-
|
$
|
-
|
||||
|
Shareholders'
Deficit
|
||||||||
|
Preferred stock ($0.001 par value, 5,000,000 shares authorized, 1,500,000 shares issued and outstanding as of December 31, 2023 and 2022, respectively)
|
$
|
1,500
|
$
|
1,500
|
||||
|
Common stock ($0.001 par value;
1,000,000,000
shares authorized,
604,781,560
and 183,781,560
shares issued and outstanding as of December 31, 2023 and 2022, respectively)
|
604,781
|
183,781
|
||||||
|
Additional paid in capital
|
175,268
|
67,249
|
||||||
|
Deferred stock compensation
|
|
|
(40,674
|
)
|
(40,674
|
)
|
||
|
Accumulated
l
oss
|
(1,802,695
|
)
|
(1,165,665
|
)
|
||||
|
Accumulated other comprehensive
income (
loss
)
|
$
|
(1,823
|
)
|
$
|
42,964
|
|||
|
Total
deficit
attributable to EOS, Inc.
|
$
|
(1,063,643
|
)
|
$
|
(910,845
|
)
|
||
|
Non-controlling interest
|
$
|
-
|
$
|
(5,447
|
)
|
|||
|
Total
Deficit
|
$
|
(1,063,643
|
)
|
$
|
(916,292
|
)
|
||
|
Total Liabilities and Shareholders'
Deficit
|
$
|
497,171
|
$
|
546,492
|
| F-3 |
EOS, INC. AND SUBSIDIARIES
C
onsolidated Statements of Operation and Comprehensive Loss
For the Years Ended December 31, 2023 and 2022
|
Year ended
December 31,
202
3
|
Year ended
December 31,
20
22
|
|||||||
|
Net sales
|
$
|
296,852
|
$
|
652,547
|
||||
|
Cost of sales
|
(102,975
|
)
|
(365,282
|
)
|
||||
|
Gross profit
|
193,877
|
287,265
|
||||||
|
Selling, general and administrative expenses
|
(966,486
|
)
|
(2,208,876
|
)
|
||||
|
Loss from operations
|
(772,609
|
)
|
(1,921,611
|
)
|
||||
|
Other income (expense)
|
||||||||
|
Interest expense
|
(6,859
|
)
|
(4,512
|
)
|
||||
|
Other income
|
147,532
|
3,871
|
|
|||||
|
Tot
a
l other income (expense)
|
140,673
|
(641
|
)
|
|||||
|
Loss before income tax provision
|
(631,936
|
)
|
(1,922,252
|
)
|
||||
|
Income tax benefits (expenses)
|
-
|
10,093
|
||||||
|
Net Loss
|
$
|
(631,936
|
)
|
$
|
(1,912,159
|
)
|
||
|
Other Comprehensive Loss:
|
||||||||
|
Net
l
oss attributable to non-controlling interests
|
(4,782
|
)
|
(41,294
|
)
|
||||
|
Net
l
oss attributable to EOS and subsidiaries
|
(627,154
|
)
|
(1,870,865
|
)
|
||||
|
Foreign currency translation adjustment, net of tax
|
(44,434
|
)
|
(91,532
|
)
|
||||
|
Comprehensive loss
|
$
|
(676,370
|
)
|
$
|
(2,003,691
|
)
|
||
|
Net loss per share:
|
||||||||
|
Basic and diluted
|
(0.00
|
)
|
(0.01
|
)
|
||||
|
Weighted average number of common shares:
|
||||||||
|
Basic and diluted
|
219,639,094
|
182,376,491
|
| F-4 |
EOS, INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Shareholders'
Deficit
For the Years Ended December 31, 2023 and 2022
|
Common Stock
|
Preferred Stock
|
Deferred
|
Additional
|
Accumulated
other
|
Deficit
attributable
|
Non-
|
||||||||||||||||||||||||||||||||||||||
|
|
|
Number of
Shares
|
|
Amount
|
|
|
Number of
Shares
|
|
Amount
|
|
|
Stock
Compensation
|
|
Paid-in
Capital
|
|
Accum
ulated
loss
|
Comprehensive
Income (Loss)
|
to
EOS, Inc.
|
Controlling
interest
|
Total
Deficit |
||||||||||||||||||||||||
|
Balance at December 31, 202
1
|
180,065,254
|
$
|
180,065
|
1,500,000
|
$
|
1,500
|
$
|
-
|
$
|
29,060
|
$
|
722,925
|
$
|
133,056
|
$
|
1,066,606
|
$
|
19,562
|
$
|
1,086,168
|
||||||||||||||||||||||||
|
Share issued for compensation
|
115,000
|
115
|
-
|
-
|
-
|
1,116
|
-
|
-
|
1,231
|
-
|
1,231
|
|||||||||||||||||||||||||||||||||
|
Deferred compensation expense relating to issuance of restricted common stock
|
3,601,306
|
3,601
|
-
|
-
|
(38,534
|
)
|
34,933
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||||||
|
Deferred compensation expense relating to issuance of warrant
|
-
|
-
|
-
|
-
|
(2,140
|
)
|
2,140
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||||||
|
Foreign currency translation adjustment
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(90,092
|
)
|
(90,092
|
)
|
(1,440
|
)
|
(91,532
|
)
|
|||||||||||||||||||||||||||||
|
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,888,590
|
)
|
-
|
(1,888,590
|
)
|
(23,569
|
)
|
(1,912,159
|
)
|
|||||||||||||||||||||||||||||
|
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
|
)
|
||||||||||||||||||||||||||||
|
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
|
)
|
||||||||||||||||||||||||||||
|
Share issued for compensation
|
21,000,000
|
21,000
|
-
|
-
|
-
|
20,019
|
-
|
-
|
41,019
|
-
|
41,019
|
|||||||||||||||||||||||||||||||||
|
Shares issued at Debt Conversion
|
345,000,000
|
345,000
|
-
|
-
|
-
|
75,900
|
-
|
-
|
420,900
|
-
|
420,900
|
|||||||||||||||||||||||||||||||||
|
Shares issued at Debt Conversion
|
55,000,000
|
55,000
|
-
|
-
|
-
|
12,100
|
-
|
-
|
67,100
|
-
|
67,100
|
|||||||||||||||||||||||||||||||||
|
Foreign currency translation adjustment
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(44,787
|
)
|
(44,787
|
)
|
353
|
(44,434
|
)
|
||||||||||||||||||||||||||||||
|
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
(627,154
|
)
|
-
|
(627,154
|
)
|
(4,782
|
)
|
(631,936
|
)
|
|||||||||||||||||||||||||||||
|
Equity transaction within owners
|
-
|
-
|
-
|
-
|
-
|
-
|
(9,876
|
)
|
-
|
(9,876
|
)
|
9,876
|
-
|
|||||||||||||||||||||||||||||||
|
Balance at December 31, 2023
|
604,781,560
|
604,781
|
1,500,000
|
1,500
|
(40,674
|
)
|
175,268
|
(1,802,695
|
)
|
(1,823
|
)
|
(1,063,643
|
)
|
-
|
(1,063,643
|
)
|
| F-5 |
EOS, INC. AND SUBSIDIARIES
C
onsolidated Statements of Cash Flows
For the Years Ended December 31, 2023 and 2022
|
Year ended
December 31,
202
3
|
Year ended
December 31,
202
2
|
|||||||
|
Cash flows from operating activities
|
||||||||
|
Net loss
|
(631,936
|
)
|
(1,912,159
|
)
|
||||
|
Adjustments to reconcile net income to net cash provided by operating activities
|
||||||||
|
Provision for doubtful debts
|
-
|
272,843
|
||||||
|
Reversal of provision for doubtful debts
|
(148,452
|
)
|
-
|
|||||
|
Depreciation
|
833
|
3,257
|
||||||
|
Amortization of right-of-use asset
|
32,042
|
26,296
|
||||||
|
Impairments of assets
|
27
|
1,060,300
|
||||||
|
Inventories written off
|
4,392
|
-
|
||||||
|
Stock b
a
sed compensation
|
41,019
|
1,231
|
||||||
|
Changes in assets and liabilities
|
||||||||
|
Decrease in accounts receivable
|
86,463
|
88,021
|
||||||
|
I
ncrease in inventory
|
(37,754
|
)
|
(20,006
|
)
|
||||
|
Decrease in
a
dvance to suppliers
|
5,415
|
89,547
|
||||||
|
Decrease (increase) in security deposits and other assets
|
18,140
|
(2,721
|
)
|
|||||
|
Increase in accounts payable
|
9,761
|
-
|
||||||
|
Increase in accrued expenses
|
343,189
|
243,517
|
||||||
|
Increase (decrease) in advances from customers
|
(4,083
|
)
|
13,261
|
|||||
|
D
ecrease in income tax payable
|
(3,756
|
)
|
(1,805
|
)
|
||||
|
D
ecrease in operating lease liabilities
|
(32,617
|
)
|
(26,296
|
)
|
||||
|
Net cash used in operating activities
|
(317,317
|
)
|
(164,714
|
)
|
||||
|
Cash flows from investing activit
y
|
||||||||
|
Purchase of
equipment
s
|
(1,834
|
)
|
(19,193
|
)
|
||||
|
Net cash used in investing activit
y
|
(1,834
|
)
|
(19,193
|
)
|
||||
|
Cash flows from financing activities
|
||||||||
|
Repayment to related party
|
(70,311
|
)
|
-
|
|||||
|
Proceeds from related party
|
498,180
|
254,835
|
||||||
|
Repayment to borrowings
|
(66,134
|
)
|
(74,689
|
)
|
||||
|
Net cash provided by financing activities
|
361,735
|
180,146
|
||||||
|
Effect of foreign currency translation on cash and cash equivalents
|
(46,446
|
)
|
(2,211
|
)
|
||||
|
Net decrease of cash and cash equivalents
|
(3,862
|
)
|
(5,972
|
)
|
||||
|
Cash and cash equivalent
s
|
||||||||
|
Beg
inning
|
18,169
|
24,141
|
||||||
|
Ending
|
$
|
14,307
|
$
|
18,169
|
||||
|
Supplemental Disclosure of Cash
Flows
|
||||||||
|
Cash paid du
ri
ng the periods for:
|
||||||||
|
Interest
|
$
|
4,660
|
$
|
-
|
||||
|
Income taxes
|
$
|
-
|
$
|
-
|
||||
|
Non-cash financing and investing activities:
|
||||||||
|
Related party debt converted to Common stock
|
$
|
345,000
|
$
|
-
|
||||
|
Related party debt converted to C
ommo
n stock
|
$
|
55,000
|
$
|
-
|
||||
|
C
ompensation expense relating to issuance of restricted common stock
|
$
|
41,019
|
$
|
-
|
||||
|
Deferred compensation expense relating to issuance of restricted common stock
|
$
|
-
|
$
|
38,534
|
||||
|
Deferred compensation expense relating to issuance of warrant
|
$
|
-
|
$
|
2,140
|
| F-6 |
EOS, INC. AND SUBSIDIARIES
N
OTES TO CONSOLIDAED FINANCIAL STATEMENTS
Note 1. NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES
Organization
EOS Inc. was incorporated on April 3, 2015 in the State of Nevada. EOS Inc. was incorporated on April 3, 2015 in the State of Nevada. The Company is a distributor of various consumer products, such as skin care products, dietary supplements, and water purifying machines.
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 distribution of various products, including nutrition supplements, skin care 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 became the Company's wholly owned subsidiary. Upon consummation of the 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.
Principles of Consolidation
The accompanying 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 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. 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.
| F-7 |
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 consolidated financial statements have been translated and presented in United States Dollars ($). In the accompanying consolidated financial statements and notes, "$", "US$" and "U.S. dollars" mean United States dollars, "NT$" and "NT dollars" mean New Taiwan dollars, and "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.
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. Accounts receivable are stated at the historical carrying amount net of allowance for expected credit losses. The Company adopted ASU No. 2016-13, "Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments" on January 1, 2023 using a modified retrospective approach. To estimate expected credit losses, the Company has identified the relevant risk characteristics of its customers and the related receivables. The Company considers the past collection experience, current economic conditions, future economic conditions (external data and macroeconomic factors) and changes in the Company's customer collection trends. The allowance for credit losses and corresponding receivables were written off when they are determined to be uncollectible.
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 are carried at cost net of accumulated depreciation. 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 over five years. Depreciation expense was $
833
and $
3,257
for the years ended December 31, 2023 and 2022, respectively. Impairment loss was $
27
and $
17,381
for the years ended December 31, 2023 and 2022, respectively.
| F-8 |
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-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
$
2
7
and $17,381 for the years ended December 31, 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-9 |
The following tables provide details of revenue by major products and by geography.
Revenue by Major Products
For the year ended December 31, 2023:
|
Water purifier machine
|
$
|
1,445
|
||
|
Automobile carbon reduction machine
|
-
|
|||
|
Nutrition supplement
|
288,468
|
|||
|
Software
|
5,834
|
|||
|
Other materials
|
1,105
|
|||
|
Total
|
$
|
296,852
|
|
For the year ended December 31, 2022:
|
||||
|
Water purifier machine
|
$
|
11,664
|
||
|
Automobile carbon reduction machine
|
21,283
|
|||
|
Nutrition supplement
|
581,307
|
|||
|
Software
|
35,958
|
|||
|
Other materials
|
2,335
|
|||
|
Total
|
$
|
652,547
|
Revenue by Geography
Revenue from external customers
|
For the year ended December 31, 2023:
|
||||
|
Taiwan
|
$
|
291,018 | ||
|
Hong Kong
|
5,834
|
|||
|
Total
|
$
|
296,852 |
|
For the year ended December 31, 2022:
|
||||
|
Taiwan
|
$
|
452,837
|
||
|
Hong Kong
|
184,845
|
|||
|
Singapore
|
14,865
|
|||
|
T
otal
|
$
|
652,547
|
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 and 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 based on the present value and future minimum lease payments over the lease term at commencement date. The Company's future minimum based payments used to determine 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 uses its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.
| F-10 |
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 $
112
and $1,966 for the years ended December 31, 2023 and 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
The Company's subsidiaries in Taiwan adopted the government mandated defined contribution plan pursuant to the Taiwan Labor Pension Act (the "Act"). 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
$
4,676
and $5,233 for
the years ended December 31, 2023 and 2022, respectively. Other than the above, the Company does not provide any other post-retirement or post-employment benefits.
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:
| F-11 |
Level 1 - Inputs are quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Valuation of these instruments does not require a high degree of judgment as the valuations are based on quoted prices in active markets that are readily and regularly available.
Level 2 - Inputs other than quoted prices in active markets that are either directly or indirectly observable as of the measurement date, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 - Valuations based on inputs that are unobservable and not corroborated by market data. The fair value for such assets and liabilities is generally determined using pricing models, discounted cash flow methodologies, or similar techniques that incorporate the assumptions a market participant would use in pricing the asset or liability.
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 income (loss) by the weighted average number of shares of common stock, common stock equivalents, and potentially dilutive securities outstanding during each year. Dilutive 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 years ended December 31, 2023 and 2022, warrants were excluded as dilutive shares as the Company incurred a net loss.
Income Taxes
The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when, in the opinion of management, it is more likely than not that some or all of any deferred tax assets will not be realized.
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 stockholders' equity.
| F-12 |
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, common 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 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).
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 enter 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 wide variety of customers and markets in which the Company transacts business, as well as their dispersion across many geographical areas. As of December 31, 2023 and 2022, the Company had approximately $nil and $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 year ended December 31, 2023,
one
customer accounted for more than 10% of the Company's total revenues.
|
Customer
|
Net sales
for year ended
December 31, 202
3
|
% of Total
|
Accounts
receivable
balance as of
December 31, 202
3
|
|
|
% of
Total
|
||||||||||
|
A
|
$
|
-
|
-
|
%
|
|
$
|
-
|
-
|
%
|
|||||||
|
B
|
$
|
-
|
-
|
%
|
|
$
|
-
|
-
|
%
|
|||||||
|
C
|
$
|
275,802
|
93
|
%
|
|
$
|
2,231
|
1
|
%
|
For the year ended December 31, 2022,
three
customers accounted for more than 10% of the Company's total revenues.
|
Customer
|
Net sales
for year ended
December 31, 2022
|
% of Total
|
Accounts
receivable
balance as of
December 31, 2022
|
|
|
% of
Total
|
||||||||||
|
A
|
$
|
78,993
|
12
|
%
|
$
|
27,102
|
17
|
%
|
||||||||
|
B
|
$
|
124,556
|
19
|
%
|
|
$
|
95,878
|
60
|
%
|
|||||||
|
C
|
$
|
443,528
|
68
|
%
|
|
$
|
37,273
|
23
|
%
|
Suppliers
: The Company's inventory is purchased from various suppliers.
| F-13 |
For the year ended December 31,
2023,
two
supplier
s
accounted for more than
10% of the Company's total net purchase:
|
Supplier
|
Net purchase
for the year ended
December 31, 2023
|
% of
Total¤
|
Accounts
payable
balance as of
December 31, 2023
|
|
|
% of
Total
|
||||||||||
|
A
|
$
|
123,939
|
88
|
%
|
$
|
-
|
-
|
%
|
||||||||
|
B
|
$
|
-
|
-
|
%
|
$
|
-
|
-
|
%
|
||||||||
|
C
|
$
|
15,802
|
11
|
%
|
$
|
9,761
|
100
|
%
|
For the year ended December 31, 2022,
two
suppliers accounted for more than 10% of the Company's total net purchase:
|
Supplier
|
Net purchase
for year ended
December 31, 2022
|
|
|
% of
Total
|
Accounts
payable
balance as of
December 31, 2022
|
|
|
% of
Total
|
||||||||
|
A
|
$
|
256,664
|
29
|
%
|
$
|
-
|
-
|
%
|
||||||||
|
B
|
$
|
110,194
|
69
|
%
|
$
|
-
|
-
|
%
|
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 was January 2023. The Company ha
s
adopted this accounting standard in the financial year 2023, this new accounting standard has no significant impact to the Company's financial statements.
In December 2023, the FASB issued ASU No 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09"). ASU 2023-09 expands disclosures in the rate reconciliation and requires disclosure of income taxes paid by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted.
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.
Note 2. LEASE
As of December 31, 2023, the Company has operating lease agreement for its photocopier with remaining lease terms of
33
months, and office lease with remaining lease terms of
12
months, respectively.
The Company terminated the operating lease agreement for its car in November 30,
2023. The termination did not have gains nor losses.
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 lease term in Taiwan which is approximately 2.44%.
| F-14 |
Operating lease expenses were $
56,519
and $64,972 for the years ended December 31, 2023 and 2022, respectively.
The components of lease expense and supplemental cash flow information related to leases for the year ended are as follows:
|
Lease Cost
|
Year ended
December 31, 2023
|
Year ended
December 31, 2022
|
||||||
|
Operating lease cost
(i
n the Company's statement of operations)
|
$
|
3
4
,
3
4
9
|
|
$
|
38,947
|
|||
|
|
|
|||||||
|
Other Information
|
|
|
||||||
|
Right-of-use assets obtained in exchange for new operating leases liabilities
|
-
|
|
|
72,495
|
||||
|
Cash paid for amounts included in the measurement of lease liabilities for the year ended
|
-
|
|
|
38,947
|
||||
|
Weighted average remaining lease term - operating leases (in years)
|
1
.
88
|
|
|
3.00
|
||||
|
Average discount rate - operating lease
|
2.44
|
%
|
2.44
|
%
|
The supplemental balance sheet information related to leases for the period is as follows:
|
December 31, 2023
|
December 31, 2022
|
|||||||
|
Operating leases
|
||||||||
|
Right-of-use assets, net
|
$
|
4,192
|
$
|
115,884
|
||||
|
Operating lease liabilities
|
$
|
4,192
|
$
|
115,884
|
The future minimum lease payment schedule as follows:
|
For the years ending December 31,
|
||||
|
202
4
|
2,818
|
|||
|
202
5
|
778
|
|||
|
202
6
|
596
|
|||
|
Total lease payments
|
4,192
|
|||
|
Less: Interest
|
(211
|
)
|
||
|
Total
|
3,981
|
NOTE 3 - GOING CONCER
N
The financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
As reflected in the financial statements, the Company had net loss for the year ended December 31, 2023, and had negative working capital and accumulated deficit as of December 31, 2023. 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-15 |
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
re
fundable deposit of in the aggregate amount of $2,894,000, before December 31, 2021. The full deposit amounts have been provided for
doubtful debt.
Note 5. ACCOUNTS RECEIVABLE
|
December
31,
202
3
|
December 31,
202
2
|
|||||||
|
Accounts Receivable
|
$
|
1,018,005 |
$
|
1,104,468 | ||||
|
Less:
Provision for doubtful debts
|
(793,415
|
)
|
(944,215
|
)
|
||||
|
$
|
224,590 |
$
|
160,253 |
|
The credit terms granted by the Company to its customers 90 days from the date of billing.
The movement on the provision for doubtful debts of accounts receivable as follow
：
|
Provision for
doubtful debts |
||||
|
Balance at December 31, 202
1
|
$
|
717,786 | ||
|
Provision for the year
|
272,843
|
|||
|
Adjusting
e
xchange differences
|
(46,414
|
)
|
||
|
Balance at December 31, 202
2
|
$
|
944,215 | ||
|
Reversal of provision for doubtful debts recognised as other income
|
(148,452
|
)
|
||
|
Adjusting
e
xchange differences
|
(2,348
|
)
|
||
|
Balance at
December
31, 20
2
3
|
$
|
793,415 |
We recognized significant provision for doubtful debts due to the economic impact of the COVID-19 pandemic. The provision for doubtful debts as of December 31, 2022, was
$944,215, reflecting our estimate of potential losses based on historical experience, current economic conditions, and an assessment of specific customer credit risk. In the financial year 2023 and the first quarter of 2024, with the relaxation of COVID-19 restrictions, management undertook significant efforts to recover previously recognised credit losses, as a result, the management recovered $216,642 of provision for doubtful debts subsequently to the year ended December 31, 2023 to the date of this report. additionally, the management collected $162,559 of the net accounts receivable subsequent to the year ended December 31, 2023 to the date of this report.
Note
6
. RELATED PARTY TRANSACTIONS
Related parties of the Company during the years ended December 31, 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
|
Due to shareholders
The Company has advanced funds from its directors and shareholders Yu Cheng Yang for working capital purposes. As of December 31, 2023 and 2022, there were $
74,065
and $277,080 advance outstanding, respectively. The Company has agreed that the outstanding balances bear 0% interest rate and are due upon demand after thirty days of written notice by the director and shareholder.
On
December
5
, 202
3
, the Company issued
345,000,000
shares of Common Stock at
fair value
$0.00122per share
to
Co-Innovation Group Limited to convert outstanding debt owed to
Mr.
Yu-Cheng YANG in the amount of $
420,900.
On
December
18
, 202
3
, the Company issued
55,000,000
shares of Common Stock at fair value $0.00122
per share
to
non-employees
to convert outstanding debt owed to Mr. Yu-Cheng YANG in the amount of
$67,100.
During the year
,
Mr. Yang advanced
$
498,180
to the Company as working capital, the Company repaid $
70,311
to Mr. Yang by cash, $420,900 through debt conversion to himself, and $209,662 by assignment of debts to certain non-employees
.
Mr. Yang advanced $433,300 to the Company as working capital, and the Company repaid $
185,644
to Mr. Yang for the years ended December 31, 2022.
Note
7
. 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 3
6
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
3
6
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.
| F-16 |
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 December 31, 2023, the outstanding balance of the term loan is $118,375, of which $
53,165
is due within one year and classified as short term, and $
65,210
is due after one year, and has classified as long term, respectively.
As
of December 31, 2022, the outstanding balance of the term loan is $184,509, of which $
is due within one year and classified as short term, and
$116,012 is due after one year, and has classified as long term, respectively.
Interest expenses were $
4,660
and $4,558 for the years ended December 31, 2023 and 2022, respectively.
Note
8
. OTHER PAYABLE AND ACCRUED EXPENSES
The supplemental balance sheet information related to Other Payable
a
nd Accrued Expenses
f
or the
years are
as follows:
|
December
31, 2023
|
December
31, 2022
|
|||||||
|
Accrued
s
elling, general and administrative expenses
|
$
|
166,541
|
|
|
$
|
73,352
|
|
|
|
Payable to a third party from debt conversation
|
142,562
|
-
|
||||||
|
$
|
309,103
|
$
|
73,352
|
Note
9
. STOCKHOLDERS' EQUITY
Preferred Stock
On July 8, 2021, the board of directors of the Company amended its stock designation and the Company is authorized to issue 5,000,000 shares of Series A Preferred Stock with par value $0.001. Each stock is entitled to 1,000 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 reduction to additional paid-in capital of $1,500.
As of December 31, 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 freely tradable common stock to
various non-employee Consultants
inconsideration of the services to be rendered to the Company. The services have all been rendered as of September 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
December
5
, 202
3
, the Company issued
345,000,000
shares of Common Stock at
fair value
$0.00122per share
to
Co-Innovation Group Limited to convert outstanding debt owed to
Mr.
Yu-Cheng YANG in the amount of $
420,900.
On
December
18
, 202
3
, the Company issued
55,000,000 shares of Common Stock at fair value $0.00122
per share
to
non-employees
to convert outstanding debt owed to Mr. Yu-Cheng YANG in the amount of
$67,100.
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 December 31, 2023, the Company has604,781,560 shares of Common Stock issued and outstanding.
| F-17 |
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.
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 December 31, 2023
|
200,000
|
$
|
2.00
|
3.98
|
||||||||
|
Warrants exercisable at December 31, 2023
|
200,000
|
$
|
2.00
|
3
.98
|
Note
10
. STOCK BASED COMPENSATION
F
reely
T
radable
C
ommon
S
tock
On August 11, 2023, the Company issued 21,000,000 shares 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 isnot 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 report
.
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 shares to vest. 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.
| F-18 |
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,
|
||||||||
|
202
3
|
202
2
|
|||||||
|
Expected life (years)
|
3
.89
|
|
|
4.89
|
||||
|
Risk-free interest rate
|
0.76
|
%
|
0.76
|
%
|
||||
|
Expected volatility
|
329.86
|
%
|
329.86
|
%
|
||||
|
Dividend yield
|
0
|
%
|
0
|
%
|
The expected life of the warrants was estimated using the "simplified method," as the Company has no 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 term approximating the expected life of the warrant at the grant-date.
Stock based compensation were $
41,019
and $1,231 for the years ended December
31
, 202
3
and 202
2
, respectively.
Note
1
. INCOME TAXES
1
The Company has operations in various countries and is subject to tax in the jurisdictions in which they operate, as follows:
United States
EOS, Inc. is incorporated in the United States of America and is subject to United States federal taxation at tax rate of 21%. No provisions for income taxes have been made as the Company has no taxable income for the period. As of December 31, 2023, the Company had net operating loss carry forwards of $1,314,134
that may be available to reduce future years' taxable income. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements as their realization is determined not likely to occur and, accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. No tax benefit has been realized since a 100% valuation allowance has offset deferred tax asset resulting from the net operating losses.
British Virgin Islands
EOS International Inc. is incorporated in British Virgin Islands and are not required to pay income tax.
Taiwan
The subsidiary of EOS Inc. and Emperor Star is incorporated in Taiwan. According to the amendments to the "Taiwan Income Tax Act" enacted by the office of the President of Taiwan on February 7, 2018, statutory income tax rate increased from 17% to 20% and undistributed earning tax decreased from 10% to 5%, effective from January 1, 2018.
| F-19 |
People's Republic of China ("PRC")
Under the Enterprise Income Tax ("EIT") Law of the PRC, the standard EIT rate is 25%. The PRC subsidiary of the Company is subject to PRC income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which they operate. No provision for income taxes have been made as Maosong had no taxable income as of and for the year ended December 31, 2023.
Provision for income tax consists of the following:
|
Years Ended
December 31,
|
||||||||
|
202
3
|
202
2
|
|||||||
|
Current income tax (benefit)
|
||||||||
|
U.S.
|
$
|
-
|
$
|
-
|
||||
|
Taiwan
|
-
|
(10,093
|
)
|
|||||
|
PRC
|
-
|
-
|
||||||
|
Sub total
|
-
|
(10,093
|
)
|
|||||
|
Deferred income tax
|
||||||||
|
Deferred tax assets for NOL carry-forwards
|
129,243
|
284,605
|
||||||
|
Valuation allowance
|
(129,243
|
)
|
(284,605
|
)
|
||||
|
Other adjustments
|
-
|
(10,093
|
)
|
|||||
|
Net changes in deferred income tax (benefit)
|
-
|
-
|
||||||
|
Total income tax provision
|
$
|
-
|
$
|
(10,093
|
)
|
The Company has an income tax benefit of $10,093 for the years ended December 31, 2022
which was an adjustment of over estimated tax expense from prior year.
The reconciliation of income tax rate to the effective income tax rate based on income before income taxes for the years ended December 31, 202
3
and 202
2
are as follows:
|
`
|
Years Ended
December 31,
|
|||||||
|
202
3
|
202
2
|
|||||||
|
Net loss before income tax
|
(631,936
|
)
|
(1,922,252
|
)
|
||||
|
Statutory tax rate
|
20
|
%
|
15
|
%
|
||||
|
Income tax provision
|
(129,243
|
)
|
(284,605
|
)
|
||||
|
Valuation allowance
|
129,243
|
|
|
284,605
|
||||
|
Other adjustments
|
-
|
(10,093
|
)
|
|||||
|
Income tax expenses, net
|
-
|
(10,093
|
)
|
Significant components of the Company's deferred taxes assets as follows:
|
Years Ended
December 31,
|
||||||||
|
Deferred tax assets:
|
202
3
|
202
2
|
||||||
|
Net operating loss carry-forwards
|
129,243
|
284,605
|
||||||
|
Less: Valuation allowance
|
(129,243
|
)
|
(284,605
|
)
|
||||
|
Deferred tax assets, net
|
-
|
-
|
| F-20 |
Note 1
2
. COMMITMENTS AND CONTINGENCIES
Sales Collaboration Agreement
On June 1, 2020 ("the contract date"), the Company and Fortune King entered into a sales collaboration agreement (the "Sales Collaboration Agreement"), pursuant to which, Fortune King agreed to a fee of $
1,500,000
to provide promotion and marketing services for the Company's products for a period of six years from January 2020 to December 2025 ("Service Period"). Fortune King is obligated to perform such service regardless of whether the Company sells products to Fortune King during the designated period. Both parties agreed that the fee would be paid in
3,000,000
of the company's common stocks ("consideration stock"), and the contract day would be the grant date of the consideration stocks.
According to the Supplementary Agreement signed on August 12, 2020 , Fortune King entrusted the Company to assist in the transfer of the 3,000,000 EOS's stocks ("old shareholders stocks") to 167 business promoters. The old shareholders stocks were from 11 independent shareholders.
The Company further signed the Agreement for Share Transfer and Repayment with the 11 shareholders individually. The Company recognized the marketing expenses quarterly with $
62,500
per quarter till the end of the Service Period and agreed to repay them in cash or other methods agreed upon by both the Company and the old shareholders for the equivalent value at $0.5 per share. The repayments will be made upon demand from each Shareholder throughout the Service Period.
As such the Company recognized these marketing expenses quarterly and other current liabilities to the 11 shareholders. As of December 31, 2023, a
nd 2
022, the other current liabilities were $
1,000,000
and $
750,000
respectively.
As of December 31, 2023 and 2022 the outstanding servi
ce commi
tment of Fortune King to the Company is $
500,000
and $
750,000
respectively.
Note 1
3
. 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 December 31, 2023 have been incorporated into these consolidated financial statements and there are no other subsequent events that require disclosure in accordance with FASB ASC Topic 855, "Subsequent Events."
| F-21 |
I
tem 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
No
ne.
I
tem 9A. Controls and Procedures
.
Evaluation of Disclosure Controls and Procedures
We conducted an evaluation of the effectiveness of our "disclosure controls and procedures" ("Disclosure Controls"), as defined by Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of December 31, 202
3
, the end of the year covered by this annual report on Form 10-K. The Disclosure Controls evaluation was done under the supervision and with the participation of management, including our chief executive officer and chief financial officer, who is the same person. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon this evaluation, our chief executive officer and chief financial officer concluded that, due to our limited internal audit function and our very limited staff, our disclosure controls were not effective as of December 31,
2023
, such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to the chief executive officer/chief financial officer, as appropriate to allow timely decisions regarding disclosure. This Annual Report does not include an attestation report of the Company's registered accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the SEC.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act. Our management is also required to assess and report on the effectiveness of our internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 ("Section 404"). Management assessed the effectiveness of our internal control over financial reporting as of
August 6
, 20
24
. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. During our assessment of the effectiveness of internal control over financial reporting as of December 31, 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 over financial reporting were not effective as of December 31, 2023
.
Management has determined that our internal controls contain material weaknesses due to the absence of segregation of duties, as well as lack of qualified accounting personnel and excessive reliance on third party consultants for accounting, financial reporting and related activities. The lack of any separation of duties, with the same person, who is our only employee who serves as both chief executive officer and chief financial officer, and who does not have an accounting background and serves on a part-time basis, makes it unlikely that we will be able to implement effective internal controls over financial reporting in the near future.
Due to our size and nature, segregation of all conflicting duties is not possible. However, to the extent possible, we plan to implement procedures to assure that the initiation of transactions, the custody of assets and the recording of transactions will be performed by separate individuals if and when we have sufficient income to enable us to hire such individuals, and we cannot give any assurance that we will be able to hire such personnel. Our financial condition makes it difficult for us to implement a system of internal controls over financial reporting.
Until we generate significantly greater revenues and employ accounting personnel, it is doubtful that we will be able implement any system which provides us with any degree of internal controls over financial reporting. Due to the nature of this material weakness in our internal control over financial reporting, there is more than a remote likelihood that misstatements which could be material to our annual or interim financial statements could not be prevented or detected.
| 21 |
A material weakness (within the meaning of PCAOB Auditing Standard No. 5) is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Attestation Report of the Independent Registered Public Accounting Firm
This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Our management's report was not subject to attestation by our independent registered public accounting firm pursuant to the Dodd-Frank Act that permanently exempted smaller reporting companies from the auditor attestation requirement.
I
tem 9B. Other Information.
None.
I
tem 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
P
ART III
I
tem 10. Directors, Executive Officers and Corporate Governance.
Director and Executive Officer of the Company
The following table sets forth certain information regarding our current executive officers and directors as of March 31, 2024:
|
Name
|
Age
|
Position
|
||
|
He-Siang Yang
|
7
2
|
Chief Executive Officer (CEO), Chief Financial Officer, President, Secretary, Treasurer and Chairman of the Board
|
||
|
Yu-Cheng Yang
|
4
4
|
Director and General Manager
|
||
|
Lai-Chen Kwok
|
80
|
Director
|
||
|
Zongjiang He
|
44
|
Acting CFO and Treasury
|
The term of office of each director of the Company ends at the next annual meeting of the Company's stockholders or when such director's successor is elected and qualifies. No date for the next annual meeting of stockholders is specified in the Company's Bylaws or has been fixed by the Board of Directors. The term of office of each officer of the Company ends at the next annual meeting of stockholders, or when such officer's successor is elected and qualifies.
The following information sets forth the background and business experience of our directors and executive officers.
| 22 |
He-Siang Yang, CEO, Chief Financial Officer, President, Secretary, Treasurer and Director
On April 3, 2017, Mr. Yang was appointed as the Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director of the Company. From 2009 through 2015, Mr. Yang served as the president of U-Power in Taipei, Taiwan. Mr. Yang performed those duties normally associated with a president, including, but not limited to business development, management and business oversight. From 2015 to the present, Mr. Yang has been the president of EOS Trading Company Limited, a Hong Kong company. From April 2021 to present, Mr. Yang has been the director of Co-Innovation Limited Inc., a British Virgin Island company. Both of these companies
are
in the business of trading of consumer products, including supplements, and green technology-related products.
Mr. Yang obtained a Bachelor of Science degree in mathematics from the National Taiwan Ocean University in Taiwan
in
2017
.
Yu Cheng Yang, Director and General Manager
From 2009 through 2015, Mr. Yang was on the board of directors of and employed as a General Manager of U-Power Co., located in Taipei, Taiwan, which was in the business of developing e-commerce platforms and related server maintenance. Mr. Yang's duties with U-Power Co. were the development, implementation and management of various business policies. Currently, Mr Yang also serves as sole director of EITB.
In April, 2015, Mr. Yang became the President and sole director of the Company. On April 3, 2017, Mr. Yang resigned as President, Secretary and Treasurer of the Company. Mr. Yang is also the sole director of EITB.
From 2018 through present, serves as the General Manager of Emperor Star International Trade Co., Ltd.
Mr. Yang graduated from Jin Wen University of Science and Technology in 2003 with a bachelor's degree in Hotel Management.
Lai Chen Kwok, Director
On April 3, 2017, Ms. Kwok was appointed as a Director of the Company. From 2008 through 2015, Mr. Kwok served as a financial planner at Prudential Hong Kong Limited, a Hong Kong insurance company.
Ms. Kwok obtained a Bachelor of the Arts degree in English from the Overseas Chinese University, a private university in Taiwan.
Zongjiang He, Acting CFO and Treasury
On August 1, 2023, Mr. He was appointed the acting CFO and Treasury of the Company. Mr. He holds a Bachelor's degree in electrical engineering from the Naval University of Engineering in Wuhan, Hubei, China. Mr. He has led certain entrepreneurship located in Shenzhen and Beijing, with a focus on power and energy trading. Since 2014, Mr. He has served as CEO and founder of Shenzhen Haisi En Technology Co., leading the development of the largest company in the ultraviolet LED industry with 100+ patents and partnering with semiconductor companies in Europe and the US. Mr. He has been serving as the CEO of Sante Technology Holdings Inc. (OTC: SNTE) for 4 years, starting in 2020.
Mr. He was temporarily appointed as the Acting Chief Financial Officer due to the illness of Mr. He-Saing Yang. Mr. He has submitted his resignationletter on November 19, 2024, to be effective as of December 18, 2024.
Employment Agreements
The Company does not have any employment agreements with any of its employees.
Term of Office
The term of office of each director of the Company ends at the next annual meeting of the Company's stockholders or when such director's successor is elected and qualifies. No date for the next annual meeting of stockholders is specified in the Company's Bylaws or has been fixed by the Board of Directors. The term of office of each officer of the Company ends at the next annual meeting of stockholders, or when such officer's successor is elected and qualifies.
Family Relationships
There are no family relationships between or among any of our directors or executive officers or persons nominated or chosen by us to become directors or executive officers.
Director Independence
Our board of directors has reviewed the independence of our directors and has determined that we have no independent directors pursuant to Rule 5605(a)(2) of Nasdaq and applicable SEC rules and regulations. In making this determination, our board of directors considered the relationships that each of our directors has with us and all other facts and circumstances our board of directors deemed relevant in determining their independence.
| 23 |
Board Committees
Our board of directors has no separately designated committees and our board members carry out the functions of both an audit committee and a compensation committee. We do not have an audit committee financial expert serving on our board of directors. Due to our limited financial resources, we are not in a position to retain an independent director with the qualifications to serve as an audit committee financial expert at this time.
Risk Oversight
Our board of directors will oversee a company-wide approach to risk management. Our board of directors will determine the appropriate risk level for us generally, assess the specific risks faced by us and review the steps taken by management to manage those risks. While our board of directors will have ultimate oversight responsibility for the risk management process, its committees will oversee risk in certain specified areas.
Until we have established our compensation committee of our board of directors, our board of directors will be responsible for overseeing the management of risks relating to our executive compensation plans and arrangements, and the incentives created by the compensation awards it administers. Until we have established our audit committee, our board of directors will oversee management of enterprise risks and financial risks, as well as potential conflicts of interests. Our board of directors will be responsible for overseeing the management of risks associated with the independence of our board of directors.
Code of Ethics
The Company has not adopted a Code of Ethics.
Compensation Committee Interlocks and Insider Participation
None of our executive officers currently serves, or in the past three years has served, as a member of the board of directors or compensation committee of another entity that has one or more executive officers serving on our board of directors or the compensation committee. No member of our compensation committee has any other business relationship or affiliation with us other than his or her service as a director.
Nominations to the Board of Directors
General
- Our directors take a critical role in guiding our strategic direction and oversee the management of the Company. Our board of directors' candidates are considered based upon various criteria, such as their broad-based business and professional skills and experiences, a global business and social perspective, concern for the long-term interests of the shareholders, diversity, and personal integrity and judgment. In addition, directors must have time available to devote to our board of directors' activities and to enhance their knowledge of our business. Accordingly, we seek to attract and retain highly qualified directors who have sufficient time to attend to their substantial duties and responsibilities to our Company.
No Compensation to Directors.
No director has received any cash or other compensation for serving as a director, and we do not plan to pay any cash or other compensation to any person for serving as a director. Our directors are entitled to reimbursement for reasonable out-of-pocket expenses incurred in connection with our business. Our Board of Directors may award special remuneration to any director undertaking any special services on our behalf, other than services ordinarily required of a director.
Code of Ethics; Financial Expert
We do not have a Code of Ethics. We do not have a financial expert on our Board of Directors.
Committees of the Board of Directors
Concurrent with having sufficient members and resources, our Board of Directors will establish an audit committee and a compensation committee. The audit committee will review the results and scope of the audit and other services provided by the independent auditors and review and evaluate our system of internal controls. The compensation committee will manage any stock option plan we may establish and review and recommend compensation arrangements for our officers. No final determination has yet been made as to the memberships of these committees or when we will have sufficient members and resources to establish those committees.
| 24 |
Potential Conflicts of Interest
As we do not have an audit committee or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. Thus, there is a potential conflict of interest, in that our directors and officers have the authority to determine issues concerning management compensation and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executive officers or directors.
We plan to adopt a code of ethics that obligates our directors, officers and employees to disclose potential conflicts of interest and prohibits those persons from engaging in such transactions without our consent.
Term of Office
Each of our directors is appointed to hold office until the next annual meeting of our stockholders or until his or her respective successor is elected and qualified, or until he or she resigns or is removed in accordance with the applicable provisions of Nevada law. Our officers are appointed by our Board of Directors and hold office until removed by our Board of Directors or until their resignation.
Audit Committee Financial Expert
Our current directors act as our audit committee. The current directors are not independent. An informal search is under way to identify a suitable candidate for service on the Board of Directors as an independent director who would be qualified as an audit committee financial expert.
Audit Committee
We have not yet formed an audit committee, and all of our directors currently act as our audit committee. At the present time, we believe that our directors are capable of analyzing and evaluating our consolidated financial statements and understanding internal controls and procedures for financial reporting. The Company, however, recognizes the importance of good corporate governance and intends to add additional directors to the Board of Directors and appoint an audit committee comprised entirely of independent directors, including at least one financial expert.
Section 16(a) Beneficial Ownership Reporting Compliance
Under Section 16(a) of the Exchange Act, our directors and certain of our officers, and persons holding more than 10 percent of our common stock are required to file forms reporting their beneficial ownership of our common stock and subsequent changes in that ownership with the United States Securities and Exchange Commission.
Based solely upon a review of copies of such forms filed on Forms 3, 4, and 5 furnished to us, we believe that during the year ended December 31, 2023, our executive officers and directors were not in compliance with all Section 16(a) filing requirements.
Limitation on Liability and Indemnification of Directors and Officers
Our articles of incorporation provide that no director or officer shall have any liability to the Company if that person acted in good faith and with the same degree of care and skill as a prudent person in similar circumstances.
Our articles of incorporation and bylaws provide that we will indemnify our directors and officers and may indemnify our employees or agents to the fullest extent permitted by law against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices or positions with us. However, nothing in our articles of incorporation or bylaws protects or indemnifies a director, officer, employee or agent against any liability to which that person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of that person's office or position. To the extent that a director has been successfwaul in defense of any proceeding, the Nevada Revised Statutes provide that the director shall be indemnified against reasonable expenses incurred in connection with the proceeding.
| 25 |
I
tem 11. Executive Compensation.
EXECUTIVE SUMMARY COMPENSATION TABLE BY THE COMPANY
The following table sets forth the compensation paid or accrued by us to our Executive Officers for the fiscal years ended December 31, 2023 and 2022.
|
Name and Principal Position
|
Year
|
Salary
FY
($)
|
Bonus
($)
|
Stock
Awards
($)
|
|
|
Option
Awards
($)
|
|
|
Non-Equity
Incentive
Plan
Compensation
($)
|
|
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
|
|
|
All
Other
Compensation
($)
|
|
|
Total
($)
|
|||||||||||||||||
|
He Siang Yang,
|
202
3
|
38,520
|
-
|
-
|
-
|
-
|
-
|
38,520
|
||||||||||||||||||||||||||||
|
CEO, CFO, President, Secretary,
|
202
2
|
60,459
|
-
|
-
|
-
|
-
|
-
|
-
|
60,459
|
|||||||||||||||||||||||||||
|
Treasurer, and Director
|
||||||||||||||||||||||||||||||||||||
|
Yu Cheng Yang,
|
202
3
|
154,081
|
-
|
-
|
-
|
-
|
-
|
-
|
154,081
|
|||||||||||||||||||||||||||
|
Director and General Manager
|
202
2
|
1
61
,
225
|
6
,
718
|
-
|
-
|
-
|
-
|
-
|
1
67
,
943
|
Equity Compensation Plans, Bonus Plans
As of December 31, 2023, we had no equity incentive plans outstanding. We have no Compensation Committee.
Pension Benefits
As of December 31, 2023, we did not have any defined benefit pension plans.
Nonqualified Deferred Compensation
We do not maintain any nonqualified deferred compensation plans.
Debt Securities
We have no debt securities outstanding.
Repurchase Programs
There is currently no share repurchase program pending.
Director Compensation
The directors do not receive any compensation. Directors are reimbursed for reasonable expenses incurred in attending meetings and carrying out duties as board members.
| 26 |
I
tem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following sets forth information as of
March 31, 2024
regarding the number of shares of our Common Stock beneficially owned by (i) each person that we know beneficially owns more than 5% of our outstanding Common Stock, (ii) each of our directors and named executive officer and (iii) all of our directors and named executive officers as a group.
The amounts and percentages of our Common Stock beneficially owned are reported on the basis of SEC rules governing the determination of beneficial ownership of securities. Under the SEC rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares "voting power," which includes the power to vote or to direct the voting of such security, or "investment power," which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has the right to acquire beneficial ownership within 60 days through the exercise of any stock option, warrant or other right, and the conversion of preferred stock. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Unless otherwise indicated, each of the shareholders named in the table below, or his or her family members, has sole voting and investment power with respect to such shares of our Common Stock. Except as otherwise indicated, the address of each of the shareholders listed below is: c/o EOS Inc,
2F., No. 157, Sec. 2, Nanjing E. Rd., Zhongshan Dist.,
Taipei City 104075
Taiwan (Republic of China).
|
Name and Address of Beneficial Owner
|
Common
Stock
Beneficially
Owned
|
|
|
Percentage
of
Common
Stock
Beneficially
owned (1)
|
|
|||
|
Officers and directors as a group
|
||||||||
|
Yu Cheng Yang
|
30,000
|
0.0
0
|
%
|
|||||
|
He Siang Yang
|
10,000
|
0.0
0
|
%
|
|||||
|
Lai Chen Kwok
|
901
|
0.00
|
%
|
|||||
|
All officers and directors as a group (3 person)
|
40,901
|
0.0
1
|
%
|
|||||
|
5% or more shareholders
|
||||||||
|
Co-Innovation Group Limited
|
391,584
,
357
|
64.75
|
%
|
|||||
|
%
|
||||||||
|
Total
|
391
,
625
,
258
|
64
.
76
.
|
%
|
Beneficial ownership percentages are calculated based on shares of common stock issued and outstanding and is based on a total of
604
,781,560 shares of common stock that were issued and outstanding as
of
March 31, 2024
. Beneficial ownership is determined in accordance with Rule 13d-3 of the Exchange Act. The number of shares beneficially owned by a person includes shares of common stock underlying options or warrants held by that person that are currently exercisable or exercisable within 60 days of
March 31, 2024
.
The shares issuable pursuant to the exercise of those options or warrants are deemed outstanding for computing the percentage ownership of the person holding those options and warrants but are not deemed outstanding for the purposes of computing the percentage ownership of any other person. The persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite that person's name, subject to community property laws, where applicable, unless otherwise noted in the applicable footnote.
I
tem 13. Certain Relationships and Related Transactions, and Director Independence.
Related Party Transactions
Related parties of the Company during the years ended December 31, 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
|
|
| 27 |
The Company has advanced funds from its directors and shareholders Yu Cheng Yang for working capital purposes. As of December 31, 2023 and 2022, there were $74,065
and $277,080 advance outstanding, respectively. The Company has agreed that the outstanding balances bear 0% interest rate and are due upon demand after thirty days of written notice by the director and shareholder.
On
December
5
, 202
3
, the Company issued
34
5,000,000 shares of Common Stock at
fair value
$0.00
122
per share
to
Co-Innovation Group Limited to convert outstanding debt owed to
Mr.
Yu-Cheng YANG in the amount of $
420,900
.
On
December
18
, 202
3
, the Company issued
55,000,000 shares of Common Stock at fair value $0.00
122
per share
to
non-employees
to convert outstanding debt owed to Mr. Yu-Cheng YANG in the amount of
$
67
,
100
.
Mr. Yang advanced $498,180 to the Company as working capital, and the Company repaid $70,311 to Mr. Yang for the year ended December 31, 2023.
Mr. Yang advanced $353,000 to the Company as working capital, and the Company repaid $106,778 to Mr. Yang for the years ended December 31, 2022.
Directors Independence
Our Board of Directors is composed of three members, who do not qualify as independent directors in accordance with the published listing requirements of the NASDAQ rules. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the directors, not any of his or her family members has engaged in various types of business dealings with us. In addition, our Board of Directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. If our Board of Directors made these determinations, our Board of Directors would have reviewed and discussed information provided by the directors and us with regard to each director's business and personal activities and relationships as they may relate to us and our management.
I
tem 14. Principal Accounting Fees and Services.
Summary of Principal Accounting Fees for Professional Services Rendered
The Company's Board of Directors reviews and approves audit and permissible non-audit services performed by its independent registered public accounting firm, as well as the fees charged for such services. In its review of non-audit service and its appointment of Onestop Assurance PAC as our independent registered public accounting firm, the Board considered whether the provision of such services is compatible with maintaining independence. The following table shows the fees for the fiscal years ended December 31, 2023 and 2022:
|
Year
Ended
December
31,
202
3
|
|
|
Year
Ended
December
31,
202
2
|
|
||||
|
Audit Fees
|
$
|
45,000
|
45,000
|
|||||
|
Audit Related Fees
|
-
|
-
|
||||||
|
Tax Fees
|
-
|
-
|
||||||
|
All Other Fees
|
-
|
-
|
||||||
|
Total
|
$
|
45,000
|
45,000
|
The SEC requires that before our independent registered public accounting firm is engaged by us to render any auditing or permitted non-audit related service, the engagement be either: (i) approved by our audit committee or (ii) entered into pursuant to pre-approval policies and procedures established by the audit committee, provided that the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.
Pre-Approval Policies and Procedures
We do not have an audit committee. Our Board pre-approves all services provided by our independent registered public accounting firm. All of the above services and fees during the fiscal years ended December 31, 2023 and 2022 were reviewed and approved by our Board before the respective services were rendered.
| 28 |
P
ART IV
I
tem 15. Exhibits and Financial Statement Schedules.
|
(a)
|
Exhibits
|
The following exhibits are included herewith:
|
Exhibit
Number
|
Description
|
|
|
31.1/31.2
|
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(+)
|
|
32.1/32.2
|
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act(+)
|
|
101.INS*
|
XBRL Instance Document
|
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
101.LAB*
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
104
|
Cover Page Interactive Data File (formatted as inline XBRL and included as Exhibit 101)
|
|
+
|
Filed herewith
|
|
(1)
|
Incorporated by reference to Exhibit 3.3 to the Company's Form S-1 filed on September 10, 2015.
|
|
|
*
|
XBRL (Extensible Business Reporting Language) information is furnished and not filed herewith, is not a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
|
I
tem 16. 10-K Summary.
Not applicable.
| 29 |
S
IGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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EOS Inc.
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Date: December 12, 2024
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By:
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/s/ He-Siang Yang
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He-Siang Yang
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Chief Executive Officer, Chief Financial Officer
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In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacities and on the dates indicated.
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EOS Inc.
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Signature
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Title
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Date
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/s/
He-Siang Yang
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Principal Executive Officer, Principal Financial Officer, Chairman of the Board
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Date: December 12, 2024
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He-Siang Yang
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/s/ Yu Cheng Yang
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Director
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Date: December 12, 2024
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Yu Cheng Yang
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/s/ Lai Chen Kwok
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Director
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Date: December 12, 2024
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Lai Chen Kwok
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