COSMOS HOLDINGS INC.
|
(Exact name of registrant as specified in its charter)
|
Nevada
|
27-0611758
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
141 West Jackson Blvd, Suite
4236, Chicago, Illinois
|
60604
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer
|
o
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
|
Smaller Reporting Company
|
x
|
PART I – FINANCIAL INFORMATION
|
|||||
Item 1.
|
Financial Statements.
|
F-1 | |||
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
3 | |||
Item 3.
|
Quantitative and Qualitative Disclosure about Market Risk.
|
7 | |||
Item 4.
|
Controls and Procedures.
|
7 | |||
PART II – OTHER INFORMATION
|
|||||
Item 1.
|
Legal Proceedings.
|
8 | |||
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
8 | |||
Item 3.
|
Defaults Upon Senior Securities.
|
8 | |||
Item 4.
|
Mine Safety Disclosures.
|
8 | |||
Item 5.
|
Other Information.
|
8 | |||
Item 6.
|
Exhibits.
|
9 | |||
SIGNATURES
|
10 |
June 30,
2014
|
December31,
2013
|
|||||||
ASSETS
|
||||||||
Cash and equivalents
|
$
|
841,028
|
$
|
864,489
|
||||
Accounts receivable
|
1,228,050
|
-
|
||||||
Prepaid expenses
|
32,698
|
435
|
||||||
Other assets
|
2,126
|
2,126
|
||||||
TOTAL ASSETS
|
$
|
2,103,902
|
$
|
867,050
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
CURRENT LIABILITIES
|
||||||||
Accounts payable and accrued expenses
|
$
|
69,628
|
$
|
530,185
|
||||
Unearned revenues
|
-
|
671
|
||||||
Salaries payable
|
179,092
|
186,592
|
||||||
Notes payable, related party
|
165,000
|
165,000
|
||||||
Taxes payable
|
264,271
|
38,286
|
||||||
TOTAL CURRENT LIABILITIES
|
$
|
677,991
|
$
|
920,734
|
||||
SHAREHOLDERS' EQUITY
|
||||||||
Preferred stock, par value $0.001, authorized 100 million shares, none issued and outstanding at June 30, 2014.
|
-
|
-
|
||||||
Common stock, par value $0.001, authorized 300 million, 125,585,532 and 125,585,532 issued and outstanding at June 30, 2014 and December 31, 2013, respectively.
|
125,586
|
125,586
|
||||||
Additional paid-in capital
|
(427,683
|
)
|
(432,593
|
)
|
||||
Accumulated other comprehensive (loss) income
|
(56,495
|
)
|
11,319
|
|||||
Retained earnings
|
1,784,503
|
242,004
|
||||||
TOTAL SHAREHOLDERS' EQUITY (DEFICIT)
|
1.425,911
|
(53,684
|
)
|
|||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
$
|
2,103,902
|
$
|
867,050
|
Six Months Ended June 30,
|
Three Months Ended June 30,
|
|||||||||||||||
2014
|
2013
|
2014
|
2013
|
|||||||||||||
Revenues
|
||||||||||||||||
Revenues
|
$ | 2,015,223 | $ | - | $ | 1,234,167 | $ | - | ||||||||
Expenses
|
||||||||||||||||
General and administrative expenses
|
241,434 | 493,718 | 168,261 | 493,718 | ||||||||||||
Net operating income (loss)
|
1,773,789 | 493,718 | 1,065,906 | 493,718 | ||||||||||||
Other income and (expense)
|
||||||||||||||||
Interest expense - related party
|
(4,910 | ) | - | (2,469 | ) | - | ||||||||||
Total other income and (expense)
|
(4,910 | ) | - | (2,469 | ) | - | ||||||||||
Income (loss) before income taxes
|
1,768,879 | (493,718 | ) | 1,063,437 | (493,718 | ) | ||||||||||
Income tax expense
|
226,380 | - | 135,154 | - | ||||||||||||
Net income (loss)
|
1,542,499 | (493,718 | ) | 928,283 | (493,718 | ) | ||||||||||
Other comprehensive income (loss)
|
||||||||||||||||
Unrealized foreign currency income (loss)
|
(67,814 | ) | 3,240 | (11,590 | ) | 3,240 | ||||||||||
NET COMPREHENSIVE INCOME (LOSS)
|
$ | 1,474,685 | $ | (490,478 | ) | $ | 916,693 | $ | (490,478 | ) | ||||||
Net income (loss) per share – basic
|
$ | 0.01 | $ | (0.00 | ) | $ | 0.01 | $ | (0.00 | ) | ||||||
Net income (loss) per share – dilutive
|
$ | 0.01 | $ | (0.00 | ) | $ | 0.01 | $ | (0.00 | ) | ||||||
Weighted average number of shares outstanding – basic
|
125,585,532 | 100,000,000 | 125,585,532 | 100,000,000 | ||||||||||||
Weighted average number of shares outstanding – dilutive
|
125, 804,894 | 100,000,000 | 125, 804,113 | 100,000,000 |
Common Stock, Par Value $0.001
|
Additional
Paid In
|
Other Comprehensive
|
Retained
|
Total
Shareholders'
|
||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Income (loss)
|
Earnings
|
Equity (Deficit)
|
|||||||||||||||||||
Balances, December 31, 2013
|
125,585,532
|
$ |
125,586
|
$ |
(432,593
|
)
|
$ |
11,319
|
$ |
242,004
|
$ |
(53,684
|
)
|
|||||||||||
Imputed interest
|
-
|
-
|
4,910
|
-
|
-
|
4,910
|
||||||||||||||||||
Foreign currency translation effect
|
-
|
-
|
-
|
|
(67,814
|
)
|
-
|
(67,814
|
)
|
|||||||||||||||
Net income
|
-
|
-
|
-
|
-
|
1,542,499
|
1,542,499
|
||||||||||||||||||
Balances, June 30, 2014
|
125,585,532
|
$
|
125,586
|
$
|
(427,683
|
)
|
$
|
(56,495
|
)
|
$
|
1,784,503
|
$
|
1,425,911
|
Six Months Ended June 30,
|
||||||||
2014
|
2013
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net income (loss)
|
$
|
1,542,499
|
$
|
(493,718
|
)
|
|||
Adjustments to reconcile net income (loss) with cash used in operations:
|
||||||||
Imputed interest
|
4,910
|
-
|
||||||
Change in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(1,228,050
|
)
|
-
|
|||||
Prepaid expenses
|
(32,263
|
)
|
-
|
|||||
Accounts payable and accrued liabilities
|
(468,057
|
)
|
489,075
|
|||||
Taxes payable
|
225,985
|
-
|
||||||
Deferred revenue
|
(671
|
)
|
-
|
|||||
Net cash provided by / (used in) operating activities
|
44,353
|
(4,643
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Expenses paid by shareholders
|
-
|
1,403
|
||||||
Net cash provided by / (used in) financing activities
|
-
|
1.403
|
||||||
Foreign currency translation effect
|
(67,814
|
)
|
3,240
|
|||||
NET DECREASE IN CASH
|
(23,461
|
)
|
-
|
|||||
Cash at beginning of period
|
864,489
|
-
|
||||||
Cash at end of period
|
$
|
841,028
|
$
|
-
|
||||
SUPPLEMENTAL DISCLOSURES
|
||||||||
Cash paid for interest
|
$
|
-
|
$
|
-
|
||||
Cash paid for income taxes
|
-
|
-
|
Six months ended
|
Three months ended
|
|||||||||||||||
June 30,
2014
|
June 30,
2013
|
June 30,
2014
|
June 30,
2013
|
|||||||||||||
Net income (loss)
|
$ | 1,542,499 | - | $ | 928,283 | $ | - | |||||||||
Weighted average common shares outstanding - basic
|
125,585,532 | 100,000,000 | 125,585,532 | 100,000,000 | ||||||||||||
Option awards
|
219,362 | - | 218,581 | - | ||||||||||||
Weighted average common shares outstanding - dilutive
|
125,804,894 | 100,000,000 | 125,804, 113 | 100,000,000 | ||||||||||||
Net income (loss) per share - basic and diluted
|
0.01 | (0.00 | ) | 0.01 | (0.00 | ) |
●
|
Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and
|
●
|
Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.
|
Exhibit No.
|
Document Description
|
|
31.1
|
Certification of CEO/CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification of CEO/CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
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
|
Cosmos Holdings Inc. | |||
Date: August 11, 2014
|
By:
|
/s/ Dimitrios Goulielmos
|
|
Dimitrios Goulielmos
|
|||
Principal Executive Officer, Acting Principal Financial Officer and Acting Principal Accounting Officer and Director
|
Exhibit No.
|
Document Description
|
|
31.1
|
Certification of CEO/CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification of CEO/CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
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
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Cosmos Holdings Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
Cosmos Holdings Inc.
|
|
|
|
|
|
|
August 11, 2014
|
By:
|
/s/ Dimitrios Goulielmos
|
|
|
|
Dimitrios Goulielmos
|
|
|
|
Principal Executive Officer, Acting Principal Financial Officer and Acting Principal Accounting Officer
|
|
(1)
|
The Company's Quarterly Report on Form 10-Q for the period ended June 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), fully complies with the requirements of Section 13(a) or 15 (d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
August 11, 2014
|
By:
|
/s/ Dimitrios Goulielmos | |
Dimitrios Goulielmos | |||
Chief Executive Officer and Acting Principal Financial Officer |
&UL[%E/;]LV%+\/V'<@=&]M)[8;!W6*V+&;K4T;Q&Z''FF9EEA3HD#227T;
MVN.``<.Z89UC1"
MSF67"72(6=L#/F-^-"0/E(<8E@HFVE[5_+S*UM4*WDP7,;5B;6%=W_S2=>F"
M\73-\!3!*&=:Z]=;5W9R^@;`U#*NU^MU>[6 `AUU$>RYLLT$@Z1T#M15R">K.<-I;@[!
MYPH3+(?)IT4V^W43)^[JI5W^.+S/'I`P<)G7SAPU6V[MP1ILVY@'*ARK;Z\5
MZCR;UIP;_?R6N-#TP#;D!2*.I$SJIP93[4_-<0-.!K2'?I7\'`U;?7>#)C
MYPA<7N.&JMBII_=&8Z>>]/[0%HT=+N]@>5T\>&99C?_P1%3EK09R[=TE3/DU
M,2?4]8]DXB[Y P;OV;[(_6-5VN[U4%M[`[K&"#RZ'Q0\#`!=*V>/!
M?2OZ3WCV%P``__\#`%!+`P04``8`"````"$`YV4=%Q0(```\(@``&0```'AL
M+W=O2!=(.SB"QLD.VF#2I*QIT]9)6RW;K"^XT\WYGC"VENPL_CZGL?/FS&7G
MY.)%&CNUL&-K.[;2U.#9DRD*0Y/L(&,<8[Z4%3]F\=%]0.?#:8,25-,,&G
M*H&AAQZ8/(#DMQS-TJV_````__\#`%!+`P04``8`"````"$`=36V^9`*```1
M6```#0```'AL+W-T>6QE
0Z)`*J-*+)FJ)]7+F$&:)I%//,P=#M]
MZ#Z3^DMK1G%\];IR^=4Y&9$4OI6/23S1@%MMZ!;)L5EW/=E8V>S94S]1+P[2
M0,21@1AYOW5G(GB&2G,FR@RF'12G/.T`<(?X4@7)!I8I'T'&^`J?E@F;;-P#
M&NHD+0;(9$894,7W"Q.,$K?WIN$BYA\)$AU,Z[AK.[.Z\KMC9U87[]D.'.IHOG/;@:,=Y0O;@2-Y#1\[<+`#WI4&P+O[
M6_@6;<+T+;YFK7/T"IVU5ZQS*7_[SW_DXO;B)`J>W.N@I:K1%#?"`B_G-3L8L&'`;UYAN?W0#(1E5=UWJPKEE#&/
M,J@)!9I#)[XL`WMNO4#W)$=D=0-QNLCZ!N)VD>@&XG61S0W$[R+Q#61Z1BPP
MXNP&])7NA@,[Y7:/G]R000L3/B]N!&?YQK"50H+&*NAW+]"6N&X#(]>QO5!S
M*VH3"#DH[$ZQ:?]NNW`V:E[&;6#D.7YP`3H>P*[XN`
,NJ?U%$9"@,XLD@/M#+^W!I?+"#(-V\GK,VVVX:
M=K5@L<"C^#D32X^L(>!M0OCX?HJ?S1"F)H(\B2BQO;0M@.>0EK=MM-@X;^!D
M+B7)4$)T17I3B`0`78\(DU,1?^SUC42(!8GP7J`E>`%B]VB>\=RA(@QZB48"
M!JDDPBP?UM`XD1@$.@4@"OOPR(B20)$8[J5C"@T1@JB(XVA"'-LP_]Z;Y7WF
MB(:259=3L@B\((IT^%15S(+(7Y)5K]#08(6K:-/<$X,,]Y9]>$1$"6#TLS#=
M&U-HB*&...Z>$.ON1:Z!AI*P[[[[[[#L?NMFL*Z"X*QI=C]S&[N_CB.DI37M!*Y>^_]F#C09>
M0'%1'PC=EG'4Z/\E+41N]:FG;%L;P0$*Z[IB.=7FEL$#RZ50HM1.M,FA0EXW
MB(PZ#/FK9'H;^,CK'A'.:0430QR4M%*`O*,#S8#:1TLHDRI`C1XUD&LA'<7>
MS+-=NLXS56#EC-V&2D:Y-K(LK#WL[*I66@;?A'Q1*P"MD&<`K7-G=K%=FUT%
MP^L=PEBG2,O0*C&!4XT9TQ6H19E0J7LD#Z^[FG
RELATED PARTY TRANSACTIONS
|
6 Months Ended |
---|---|
Jun. 30, 2014
|
|
Notes to Financial Statements | |
Note 3 - RELATED PARTY TRANSACTIONS | At June 30, 2014, we owed $165,000 to GreenEra, Ltd., a company in which our former Chief Executive Officer and Director, Mr. Panagiotis Drakopoulos is a shareholder.
At June 30, 2014, our former Chairman and Principal Executive Officer, Mr. Panagiotis Drakopoulos, is owed $102,500 in unpaid salary.
Additionally, we owe $76,592 to Mr. Mavrogiannis, our former Chief Financial Officer in unpaid salary.
We believe that all related party transactions were on terms at least as favorable as we would have secured in arms-length transactions with third parties. Except as set forth above, we have not entered into any material transactions with any director, executive officer, and promoter, beneficial owner of five percent or more of our common stock, or family members of such persons. |