UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED: September 30, 2023

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

FOR THE TRANSITION PERIOD FROM __________ TO __________

COMMISSION FILE NUMBER 000-55661

EOS Inc.

(Exact name of registrant as specified in its charter)

Nevada	30-0873246
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

4F-1, No.5, Qingdao E. Rd., Zhongzheng Dist.,

Taipei City 100008 Taiwan (Republic of China)

(Address of principal executive offices, Zip Code)

+8862-2586-8300

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common	EOSS	OTC Pink

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒     No☐

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☒     No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer		Smaller reporting company	
		Emerging growth company	

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes¨     No 

As of November 17, 2023, the number of shares of registrant’s common stock outstanding is 204,781,560.

EOS, Inc.

Table of Contents

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6
Item 4.	Controls and Procedures	6
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	7
Item 1A.	Risk Factors	7
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7
Item 3.	Defaults Upon Senior Securities	7
Item 4.	Mine Safety Disclosures	7
Item 5.	Other Information	7
Item 6.	Exhibits	8
SIGNATURES		9

2

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

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

INDEX TO FINANCIAL STATEMENT

Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022 (unaudited)	F-2
Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2023 and 2022 (unaudited)	F-3
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 (unaudited)	F-4
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the nine months ended September 30, 2023 and 2022 (unaudited)	F-5
Notes to Condensed Consolidated Financial Statements for the nine months ended September 30, 2023 and 2022 (unaudited)	F-6

F-1

EOS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2023 AND DECEMBER 31, 2022 (UNAUDITED)

(In U.S. Dollars, except share data or otherwise stated)

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

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

F-2

EOS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

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

(In U.S. Dollars, except share data or otherwise stated)

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

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

F-3

EOS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

(In U.S. Dollars, except share data or otherwise stated)

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

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

F-4

EOS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

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

(In U.S. Dollars, except share data or otherwise stated)

																	Accumulated			Equity
	Common Stock				Preferred Stock				Deferred			Additional					other			attributable			Non-
	Number of				Number of				Stock			Paid-in		Retained			Comprehensive			to			Controlling			Total
	Shares		Amount		Shares		Amount		Compensation			Capital		Earnings			Income (Loss)			EOS, Inc.			interest			Equity
Balance at December 31, 2022		183,781,560	$	183,781		1,500,000	$	1,500	$	(40,674	)	$	67,249	$	(1,165,665	)	$	42,964		$	(910,845	)	$	(5,447	)		(916,292	)
Foreign currency translation adjustment		-		-		-		-		-			-		-			(727	)		(727	)		(67	)		(794	)
Net loss		-		-		-		-		-			-		(128,237	)		-			(128,237	)		(1,900	)		(130,137	)
Balance at March 31, 2023		183,781,560	$	183,781		1,500,000	$	1,500	$	(40,674	)	$	67,249	$	(1,293,902	)	$	42,237		$	(1,039,809	)	$	(7,414	)	$	(1,047,223	)
Foreign currency translation adjustment		-		-		-		-		-			-		-			8,112			8,112			420			8,532
Net loss		-		-		-		-		-			-		(162,226	)		-			(162,226	)		(2,882	)		(165,108	)
Balance at June 30, 2023		183,781,560	$	183,781		1,500,000	$	1,500	$	(40,674	)	$	67,249	$	(1,456,128	)	$	50,349		$	(1,193,923	)	$	(9,876	)	$	(1,203,799	)
Shares issued from S-8 issuance		21,000,000		21,000		-		-		-			20,019		-			-			41,019			-			41,019
Foreign currency translation adjustment		-		-		-		-		-			-		-			(26,999	)		(26,999	)		-			(26,999	)
Net loss		-		-		-		-		-			-		(196,667	)		-			(196,667	)		-			(196,667	)
Equity transaction within owners		-		-		-		-		-			-		(9,876	)		-			(9,876	)		9,876			-
Balance at September 30, 2023		204,781,560	$	204,781		1,500,000	$	1,500	$	(40,674	)	$	87,268	$	(1,662,671	)	$	23,350		$	(1,386,446	)	$	0		$	(1,386,446	)

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

F-5

EOS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1. NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial reporting and in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the unaudited consolidated financial statements contained in this report reflect all adjustments that are normal and recurring in nature and considered necessary for a fair presentation of the financial position and the results of operations for the interim periods presented. The year-end balance sheet data were derived from audited consolidated financial statements, but does not include all disclosures required by GAAP. The results of operations for the interim period are not necessarily indicative of the results expected for the full year. These unaudited consolidated financial statements, footnote disclosures, and other information should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Organization

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

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

Emperor Star International Trade Co., Ltd., (“Emperor Star”), was incorporated on November 16, 2015 under the laws of Taiwan. 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.

F-6

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.

Accounts Receivable

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

F-7

Inventory

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

Property and Equipment

Property and equipment 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 is $617 and $898 for the nine months ended September 30, 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 unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve breakeven operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell. Impairment loss on property and equipment was $nil and $nil for the nine months ended September 30, 2023 and 2022, respectively.

Revenue Recognition

Pursuant to ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines is within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration the Company is entitled to in exchange for the goods or services the Company transfers to the customers. At inception of the contract, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract, determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

Merchandise sales: The Company recognizes sales revenues from merchandise sales when customers obtain control of the Company’s products, which typically occurs upon delivery to customer. Merchandise sales revenues are recorded at the sales price, or “transaction price”.

Software sales: The Company does not develop the software products on its own. When the Company receives a purchase order from the customer, the Company would engage with the third-party software company to customize and develop the software products. The Company recognizes software revenues upon completion of the installation and testing, and transfer the control of the software products to the customer. Software revenues are recorded at the fixed sales price, or “transaction price”, pursuant to the sales contracts. The Company may also charge the customer maintenance service fees on a straight-line basis over the service period pursuant to the sales contract. The Company concluded that the performance obligation for the maintenance service is distinct. Therefore, such maintenance service revenue can be separated from other elements in the arrangement.

Trade discount and allowances: The Company generally does not provide invoice discounts on product sales to its customers for prompt payment.

Product returns: The Company generally does not provide customers with the right to return a product for a full or partial refund, a credit, or an exchange for another product.

To date, product allowance and returns have been minimal and, based on its experience, the Company believes that returns of its products will continue to be minimal.

F-8

Since COVID-19 pandemic hit globally in 2020 and throughout first three quarters of financial year ended December 31, 2021, management assessed that the market conditions that it operated in was worsening.  Credit risk on customers was determined to have deteriorated significantly as the majority of its customers were located in the PRC.  Accordingly, management took the position that revenue would only be recognized when the consideration is received as to satisfy revenue recognition criteria related to reasonable certainty of collections.

During the fourth quarter of financial year ended December 31, 2021, the Covid pandemic was effectively controlled in the PRC.  Management re-assessed the market conditions and determined that the overall market conditions were improving, and the Company’s collection history in the prior three quarters was positive, and in fourth quarter of 2021 reached sustainable recovery rate comparable to pre-COVID-19 environment. Accordingly, management decided that due to the improved conditions collection is now reasonably certain, and revenue is now recognized when risk and rewards are transferred to its customers.

The following tables provide details of revenue by major products and by geography.

Revenue by Major Products

For the nine months ended September 30, 2023:
Nutrition supplement	$	282,997
Software		5,875
Other		465
Total	$	289,337

For the nine months ended September 30, 2022:
Water purifier machine	$	11,873
Automobile carbon reduction machine		21,665
Nutrition supplement		110,355
Software		285,920
Other materials		2,377
Total	$	432,190

Revenue by Geography

For the nine months ended September 30, 2023:
Asia Pacific	$	289,337
Total	$	289,337

For the nine months ended September 30, 2022:
Asia Pacific	$	432,190
Total	$	432,190

Leases

The Company adopted FASB Accounting Standards Codification, Topic 842, Leases (“ASC 842”) using the modified retrospective approach, electing the practical expedient that allows the Company not to restate its comparative periods prior to the adoption of the standard on January 1, 2019. As such, the disclosures required under ASC 842 are not presented for periods before the date of adoption. For the comparative periods prior to adoption, the Company presented the disclosures which were required under ASC 842. 

The new leasing standard requires recognition of leases on the consolidated balance sheets as right-of-use (“ROU”) assets 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-9

In addition, the adoption of the standard did not have a material impact on the Company’s results of operations or cash flows. Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in Selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur. 

Advertising Costs

Advertising costs are expensed at the time such advertising commences. Advertising expenses were $112 and $2,002 for the nine months ended September 30, 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 $3,465 and $4,105 for the nine months ended September 30, 2023 and 2022, respectively. Other than the above, the Company does not provide any other post-retirement or post-employment benefits.

F-10

Fair Value Measurements

FASB ASC 820, “Fair Value Measurements” defines fair value for certain financial and non-financial assets and liabilities that are recorded at fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. It requires that an entity measure its financial instruments to base fair value on exit price, maximize the use of observable units and minimize the use of unobservable inputs to determine the exit price. It establishes a hierarchy which prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy increases the consistency and comparability of fair value measurements and related disclosures by maximizing the use of observable inputs and minimizing the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the assets or liabilities based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy prioritizes the inputs into three broad levels based on the reliability of the inputs as follows:

Level 1 – Inputs are quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Valuation of these instruments does not require a high degree of judgment as the valuations are based on quoted prices in active markets that are readily and regularly available.

Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable as of the measurement date, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Valuations based on inputs that are unobservable and not corroborated by market data. The fair value for such assets and liabilities is generally determined using pricing models, discounted cash flow methodologies, or similar techniques that incorporate the assumptions a market participant would use in pricing the asset or liability.

The carrying values of certain assets and liabilities of the Company, such as cash and cash equivalents, accounts receivable, inventory, advance to suppliers, prepaid expenses, accounts payable, accrued expenses, and due to shareholders, approximate fair value because of to their relatively short maturities.

Earnings (Loss) Per Share

Basic income (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents, and potentially dilutive securities outstanding during each period. 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 nine months ended September 30, 2023 and 2022, warrants were excluded as dilutive shares as the Company incurred a net loss.

Income Taxes

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

The Taiwan subsidiaries of EOS Inc. are subject to the tax jurisdiction of Taiwan solely. EOS Inc. and EOS International Inc. have not incurred any operations except for investment holding and thus are not subject to any income taxes.

For the nine months ended September 30, 2023 and 2022, the Taiwan subsidiaries of the Company have incurred a net loss of $491,912 and $464,021 respectively and, therefore, have not recorded any income tax expense. The Management believe that given the situation and circumstances surrounding the Taiwan subsidiaries of the Company, they will not return to positive taxable income in the foreseeable future. Therefore, the Management decided that a valuation allowance is recognized given that the realization of deferred tax assets is not probable in the foreseeable future.

F-11

Foreign-currency Transactions

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

Translation Adjustment

The accounts of the Company’s subsidiaries were maintained, and their financial statements were expressed in New Taiwan Dollar (“NTD”) and Chinese Yuan, or Renminbi (“RMB”). Such financial statements were translated into U.S. Dollars (“$” or “USD”) in accordance ASC 830, “Foreign Currency Matters”, with the NTD and RMB as the functional currency. According to the Statement, all assets and liabilities are translated at the current exchange rate, 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 September 30, 2023, the Company had approximately $nil in excess of TCDIC insured limits. The Company has not experienced any losses in such accounts.

Customers: The Company performs ongoing credit evaluations of its customers’ financial condition and generally requires no collateral.

For the nine months ended September 30, 2023 one customer accounted for more than 10% of the Company’s total revenues, representing approximately 93% of its total revenues, and 0% of accounts receivable in aggregate at September 30, 2023

Customer	Net sales for the nine months ended September 30, 2023		Accounts receivable balance as of September 30, 2023
B	$	269,563	$	-

For the nine months ended September 30, 2022, three customers accounted for more than 10% of the Company’s total revenues, representing approximately 95% of its total revenues, and 97% of accounts receivable in aggregate at September 30, 2022.

Customer	Net sales for the nine months ended September 30, 2022		Accounts receivable balance as of September 30, 2022
A	$	69,268	$	295,699
B	$	271,332	$	36,373
C	$	71,867	$	54,403

F-12

Suppliers: The Company’s inventory is purchased from various suppliers.

For the nine months ended September 30, 2023 one supplier accounted for more than 10% of the Company’s total net purchase, representing approximately 100% of total net purchase, and nil of accounts payable in aggregate at September 30, 2023 respectively:

Supplier	Net purchase for the nine months ended September 30, 2023		Accounts payable balance as of September 30, 2023
A	$	124,803	$	-

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

Supplier	Net purchase for the nine months ended September 30, 2022		Accounts payable balance as of September 30, 2022
A	$	-	$	-
B	$	106,185	$	-
C	$	-	$	-
D	$	162,845	$	1,636

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments.” This pronouncement, along with subsequent ASUs issued to clarify provisions of ASU 2016-13, changes the impairment model for most financial assets and will require the use of an “expected loss” model for instruments measured at amortized cost. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. In developing the estimate for lifetime expected credit loss, entities must incorporate historical experience, current conditions, and reasonable and supportable forecasts. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. On November 19, 2019, the FASB issued ASU No. 2019-10, Financial Instruments—Credit Losses (Topic 326), finalized various effective date delays for private companies, not-for-profit organizations, and certain smaller reporting companies applying the credit losses (CECL), the revised effective date is January 2023. The Company have adopted this accounting standard in the financial year 2023, this new accounting standard has no impact on the Company.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

Note 2. LEASE

As of September 30, 2023, the Company has operating lease agreement for its car with remaining lease terms of 30 months, photocopier with remaining lease terms of 36 months, and office lease with remaining lease terms of 15 months, respectively. The Company does not have any other leases. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company accounts for the lease and non-lease components of its leases as a single lease component. Lease expense is recognized on a straight-line basis over the lease term.

Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The discount rate used to calculate present value is incremental borrowing rate or, if available, the rate implicit in the lease. The Company determines the incremental borrowing rate for each lease based primarily on its lease term in Taiwan which is approximately 2.44%.

Operating lease expenses were $43,908 and $20,126 for the nine months ended September 30, 2023 and 2022, respectively.

F-13

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

Lease Cost	Nine Months Ended September 30, 2023			Nine Months Ended September 30, 2022
Operating lease cost (included in general and administrative expenses in the Company’s statement of operations)	$	28,100		$	28,242
Other Information
Right-of-use assets obtained in exchange for new operating leases liabilities		-			82,678
Cash paid for amounts included in the measurement of lease liabilities for the year ended		-			-
Weighted average remaining lease term – operating leases (in years)		2.25			1.5
Average discount rate – operating lease		2.44	%		2.44	%

The supplemental balance sheet information related to leases for the period is as follows:

	September 30, 2023		December 31, 2022
Operating leases
Right-of-use assets	$	84,998	$	115,884
Operating lease liabilities	$	84,998	$	115,884

The future minimum lease payment schedule as follows:

For the periods ending September 30,
2023	8,991
2024	35,963
2025	33,907
2026	8,958
Total lease payments	87,819
Less: Interest	(2,821	)
Total	84,998

NOTE 3 – GOING CONCERN

The financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the financial statements, the Company had net losses for the nine months ended September 30, 2023, and had negative working capital and accumulated deficit as of September 30, 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-14

Note 4. SECURITY DEPOSITS

On November 21, 2019, the Company and Shuang Hua International Culture Media Co, Ltd. (“Shuang Hua”), a corporation formed under laws of Taiwan, entered into an exclusive copyright and distribution agreement (the “Agreement”), pursuant to which, subject to the terms and condition therein, Shuang Hua granted the Company an exclusive right to produce, market, distribute and sell the bilingual films and electronic books of which the copyrights are owned by Shuang Hua. In accordance to the agreement, the Company shall pay Shuang Hua a refundable deposit of in the aggregate amount of $2,894,000, before December 31, 2021. The full deposit amounts have been provided for doubtful debt.

Note 5. RELATED PARTY TRANSACTIONS

Related parties of the Company during the nine months ended September 30, 2023 and 2022 consist of the following:

Name of Related Party	Nature of Relationship
Yu Cheng Yang	Majority Shareholder, Director and Officer of the Company
Co-Innovation Group Limited	Company under control of Yu Cheng Yang
World Capital Holding Limited	Company under control by Shanghai Qifan Qiye Management Co., Ltd.’s shareholders, former non-controlling interest of the Company

Due to shareholders

The Company has advanced funds from its directors and shareholders Yu Cheng Yang for working capital purposes. As of September 30, 2023 and December 31, 2022, there were $571,126 and $277,078 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.

Mr. Yang advanced $347,995 and $344,897 to the Company as working capital, and the Company repaid $67,416 and $160,327 to Mr. Yang for the nine months ended September 30, 2023 and 2022, respectively.

Note 6. TERM LOAN

Loan from First Commercial Bank

On September 30, 2020, TWD 3,000,000 (approximately $107,750) term loan was granted to the Company for working capital with repayment period of 60 months. The term loan is subject to an interest charge at 1% per annum for the first 9 months of the term loan; interest charges on the term loan from 10thto 60this 3.5% per annum.

On September 30, 2020, TWD 2,000,000 (approximately $71,833) term loan was granted to the Company for employee salary with repayment period of 36 months. The term loan is subject to an interest charge at 1.5% per annum for the first 9 months of the term loan; interest charges on the term loan from 10th to 36th 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 9thto 60this 1.9% per annum.

On May 7, 2021, TWD 1,000,000 (approximately $35,917) term loan was granted to the Company for employee salary with repayment period of 60 months. The term loan is subject to an interest charge at 1.5% per annum for the first 8 months of the term loan; interest charges on the term loan from 9thto 60this 2% per annum.

As of September 30, 2023 and December 31, 2022, the outstanding balance of the term loan is $126,491 and $184,509, of which $51,317 and $68,497 is due within one year and classified as short term, and $75,174 and $116,012 is due after one year, and has classified as long term, respectively.

Interest expenses were $3,610 and $3,134 for the nine months ended September 30, 2023 and 2022, respectively.

F-15

Note 7. STOCKHOLDERS’ EQUITY

Preferred Stock

On July 8, 2021, the board of directors of the Company 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 September 30, 2023, the Company has 1,500,000 shares of Series A Preferred Stock issued and outstanding.

Common Stock

On August 11, 2023, the Company issued 21,000,000 shares of restricted common stock to various non-employee Consultants in consideration of the services to be rendered to the Company. The services have all been rendered as of Semtember 30, 2023, and therefore do not need to be deferred. The Management have decided to not elect the definition of fair value as per ASC 718, Compensation - Stock Compensation as it believes it is not a fair representation of the value of the Company's stocks. Therefore, the fair value of the stock is determined based on the fundamental value of the Company and is recorded as stock based compensation. The amount recorded as stock based compensation is $41,019.

On May 19, 2022, the Company issued 3,601,306 shares of restricted common stock to non-employees, the amount is recorded as deferred (unearned) compensation of $38,534, due to the service has not been started.

On May 19, 2022, the Company issued 115,000 shares of restricted common stock to non-employees as compensation in the amount of $1,231.

As of September 30, 2023, the Company has 204,781,560 shares of Common Stock issued and outstanding.

F-16

Warrants

On February 3, 2022, the Company 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 September 30, 2023		200,000	$	2.00		4.23
Warrants exercisable at September 30, 2023		200,000	$	2.00		4.23

Note 8. STOCK BASED COMPENSATION

On August 11, 2023, the Company issued 21,000,000 shares of restricted common stock to various non-employee consultants as compensation for services rendered. As these services were fully provided by September 30, 2023, deferral of share based compensation is not necessary. In accordance with ASC 718, Compensation - Stock Compensation, the fair value of the issued stock was determined using Level 3 Inputs.

The decision to use Level 3 Inputs was driven by management's assessment that Level 1 Inputs, namely the Company’s stock price on the OTC Pink market, do not accurately represent the realizable value for consultants upon liquidation of their shares in this market. Additionally, Level 2 Inputs, which include prices of similarly situated companies on the OTC Pink market, were also deemed unsuitable. This decision was based on the unique circumstances surrounding the Company.

Consequently, management elected to use Level 3 Inputs, employing a discounted cash flow model, to more accurately estimate the fair value of the Company's stock granted to the consultants. This resulted in recording the stock-based compensation at an amount of $41,019. This approach reflects a comprehensive assessment of the stock’s fair value, considering the specific context and market conditions relevant to the Company.

Restricted Stock

On May 19, 2022, the Company issued 3,601,306 shares of restricted common stock to non-employees, the amount is recorded as deferred (unearned) compensation of $38,534, due to the service has not been started. The fair value of the shares was determined based on a contemporaneous valuation 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.

In accordance to ASC 815-40, an equity-linked financial instrument can be classified in equity only if it (1) is indexed to the reporting entity’s own stock and (2) meets all other conditions for equity classification. The warrants are classified as equity instruments because a fixed amount of cash is exchanged for a fixed amount of equity.

The fair value of the warrants was determined using the Black-Scholes option pricing model which requires the input of subjective assumptions, the expected life of the warrants, and the expected stock price volatility. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards.

The assumptions used to determine the fair value of the Warrants as follows:

	Years Ended December 31,
	2022			2021
Expected life (years)		5.89			N/A
Risk-free interest rate		0.76	%		N/A
Expected volatility		329.86	%		N/A
Dividend yield		0	%		N/A

F-17

The expected life of the warrants was estimated using the “simplified method,” as the Company has 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 $40,019 and $1,231 for the nine months ended September 30, 2023 and 2022, respectively.

Note 9. COMMITMENTS AND CONTINGENCIES

Sales Collaboration Agreement

On June 1, 2020, the Company and Fortune King entered into a sales collaboration agreement (the “Sales Collaboration Agreement”), pursuant to which, subject to the terms and condition therein, Fortune King agreed to provide promotional and marketing service of the Company’s products within six years from January 2020 to December 2025. Fortune King is obligated to perform such service regardless of whether the Company sells products to Fortune King during the designated period. In accordance with the Sales Collaboration Agreement and in consideration for the service provided by Fortune King, the Company shall issue 3,000,000 shares of common stock to Fortune King for the promotional and marketing service of $1,500,000. The 3,000,000 shares were issued on December 29, 2020.

The Company recognized the stock-based compensation of marketing expenses based on quarterly basis, with a quarterly marketing expense of $62,500. There are 24 quarters in total.

Copyright and Distribution Agreement

On November 21, 2019, the Company and Shuang Hua International Culture Media Co, Ltd. (“Shuang Hua”), a corporation formed under 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 owned by Shuang Hua. In accordance to the agreement, the Company shall pay Shuang Hua a refundable deposit of in the aggregate amount of $2,894,000, before December 31, 2021.

Note 10. SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date which the financial statements are available to be issued. All subsequent events requiring recognition as of September 30, 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-18

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

The following discussion and analysis of the results of operations and financial condition of EOS Inc. and its subsidiary(“EOS” or the “Company”) as of September 30, 2023 for the three and nine months ended September 30, 2023 and 2022 should be read in conjunction with our unaudited financial statements and the notes to those unaudited financial statements that are included elsewhere in this Quarterly Report on Form 10-Q. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us”, “we”, “our” and similar terms refer to EOS. This Quarterly Report contains forward-looking statements as that term is defined in the federal securities laws. The events described in forward-looking statements contained in this Quarterly Report may not occur. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies, projected or anticipated benefits from acquisitions to be made by us, or projections involving anticipated revenues, earnings or other aspects of our operating results. The words “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “plan,” “intend,” “estimate,” and “continue,” and their opposites and similar expressions, are intended to identify forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based.

Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. Except as required by federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.

U.S. Dollars are denoted herein by “USD,” “$” and “dollars”.

Overview

EOS Inc. was incorporated in the State of Nevada on April 3, 2015.

On or about November 18, 2016, the Company formed EOS INC. TAIWAN BRANCH, a Taiwanese corporation (“EITB”) and the Company owns 100% of EITB. Yu-Cheng Yang, a shareholder and director of the Company, is the sole director of EITB. Yu-Hsiang Chia is the branch manager of EITB.

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

Since the appointment, He has been actively doing research on possible Take-Overs of profitable operations with positive assets, with careful consideration not to exert the dilution of existing shareholders. He targets to have the Company back in the black with a range of USD 5 million to 10 million of positive assets.

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

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

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

3

Results of Operation

The following presents the consolidated result of the Company for the three months ended September 30, 2023 compared to the three months ended September 30, 2022.

Net sales

Net sales were $35,832 for three months ended September 30, 2023, representing a decrease of $264,173 or 88%, as compared to $300,005 for the three months ended September 30, 2022. The decrease was primarily due to the impact of the epidemic, no sales revenue of water purifier machine compared with the prior period.

Cost of sales

Cost of sales was $12,414 for the three months ended September 30, 2023, representing a decrease of $203,112 or 94%, as compared to $215,526 for the three months ended September 30, 2022.

Gross profit

Gross profit was $23,418 for the three months ended September 30, 2023, compared to $84,479 for the same period in 2022. Gross profit as a percentage of net sales was 65% for the three months ended September 30, 2023, compared to 28% in the same period in 2022. The increase was mainly due to there was high markup on Nutrition supplement products.

Selling, general and administrative expenses

Selling, general and administrative expenses consist primarily of office rent, salary and related costs for personnel and facilities, and professional service fees. Selling, general and administrative expenses were $218,109 for the three months ended September 30, 2023, representing an increase of $15,121 or 7%, as compared to $202,988 for the three months ended September 30, 2022.

Loss from operations

Loss from operations was $194,691 for the three months ended September 30, 2023 compared to loss from operations of $118,509 for the three months ended September 30, 2022, representing an increase of $76,182 or 64%. Such increase was primarily due to the decrease in sales and cost of sales.

Other income/ (expense)

Other expense was $1,976 for the three months ended September 30, 2023, reflecting an increase of $362 or 22%, compared to other expense of $1,614 for the three months ended September 30, 2022. The increase was mainly attributable to the no investment disposal income in the current period.

Net loss

As a result of the above factors, our net loss was $196,667 for the three months ended September 30, 2023, as compared to net loss of $120,324 for the three months ended September 30, 2022, representing an increase in loss of $76,343 or 63%.

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Results of Operation

The following presents the consolidated result of the Company for the nine months ended September 30, 2023 compared to the nine months ended September30, 2022.

Net sales

Net sales were $289,337 for nine months ended September 30, 2023, representing a decrease of $142,853, or 33%, as compared to $432,190 for the nine months ended September 30, 2022. The decrease was primarily due to the impact of the epidemic, no sales revenue of water purifier machine compared with the prior period.

Cost of sales

Cost of sales was $99,117 for the nine months ended September 30, 2023, representing a decrease of $165,308 or 63%, as compared to $264,425 for the nine months ended September 30, 2022.

Gross profit

Gross profit was $190,220 for the nine months ended September 30, 2023, compared to $167,765 for the same period in 2022. Gross profit as a percentage of net sales was 66% for the nine months ended September 30, 2023, compared to 39% in the same period in 2022. The increase was mainly due to there was high markup on Nutrition supplement products.

Selling, general and administrative expenses

Selling, general and administrative expenses consist primarily of office rent, salary and related costs for personnel and facilities, and professional service fees. Selling, general and administrative expenses were $678,972 for the nine months ended September 30, 2023, representing an increase of $35,330 or 5%, as compared to $643,642 for the nine months ended September 30, 2022.

Loss from operations

Loss from operations was $488,752 for the nine months ended September 30, 2023 compared to loss from operations of $475,877 for the nine months ended September 30, 2022, representing an increase of $12,875 or 3%. Such increase was primarily due to the decrease in sales.

Other income (expense)

Other expense was $3,160 for the nine months ended September 30, 2023, compared to other income of $1,582 for the nine months September 30, 2022.

Net loss

As a result of the above factors, our net loss was $491,912 for the nine months ended September 30, 2023, as compared to net loss of $464,021 for the nine months ended September 30, 2022, representing an increase of $27,891 or 6%. 

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Liquidity and Capital Resources

Cash and cash equivalents were $17,652 at September 30, 2023 and $18,169 at December 31, 2022. Our total current assets were $328,155 at September 30, 2023, as compared to $425,916 at December 31, 2022. Our total current liabilities were $1,678,817 at September 30, 2023, as compared to $1,266,234 at December 31, 2022.

We had a working deficit of $1,350,662 on September 30, 2023, compared to the working capital deficit of $840,318 on December 31, 2022. There is an increase in working deficit for the period.

Net cash used in operating activities was $216,203 during the nine months ended September 30, 2023, as compared to $111,622 for the nine months ended September 30, 2022. The increase in net cash used in operating activities in the amount of $104,581 was primary attributable to the decrease in account receivable, increase in net loss and inventory.

Net cash used in investing activities was $1,088 during the nine months ended September 30, 2023, as compared to $19,537 for the nine months ended September 30, 2022. The decrease in net cash used in investing activities was due to the decrease in the acquisition of equipment.

Net cash provided by financing activities was $236,030 during the nine months ended September 30, 2023, as compared to $127,468 for the nine months ended September 30, 2022. The increase in net cash provided by financing activities was due to the decrease of repayment to related party.

As a result of the above factors, net decrease in cash and cash equivalents were $517 for the nine months ended September 30, 2023, as compared to net decrease of $6,566 for the nine months ended September 30, 2022.

Critical Accounting Policies

Please refer to Note 1 in the notes to our consolidated financial statements included in this report for the Company’s complete critical accounting policies.

Cash and Cash Equivalents

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

Accounts Receivable

Accounts receivable are stated at carrying value less estimates made for doubtful receivables. An allowance for impairment of trade receivables is established if the collection of a receivable becomes doubtful. Such receivable becomes doubtful when there is objective evidence that 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.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

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

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance that material information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that the information is accumulated and communicated to our management, including our Chief Executive Officer and interim Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. We performed an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. During our assessment of the effectiveness of internal control over financial reporting as of September 30, 2023, management identified material weaknesses related to (i) our internal audit functions (ii) inadequate levels of review of the financial statements, (iii) a lack of segregation of duties within accounting functions and (iv) the absence of any independent directors. Therefore, our internal controls over financial reporting were not effective as of September 30, 2023.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures is also based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Material Weaknesses and Corrective Actions

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during our last fiscal quarter to which this Quarterly Report on Form 10-Q relates that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

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

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ITEM 6. EXHIBITS

The following exhibits are filed herewith:

Exhibit No.	Description
31.1	Certification of Chief Executive and Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
32.1	Certification of Chief Executive and Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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 - the cover page from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, is formatted in Inline XBRL.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	EOS Inc.
Date: November 17, 2023	By:	/s/ He-Siang Yang
		He-Siang Yang
		CEO, President, Secretary and Chairman of the Board

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