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EX-31 - EX 31 - EOS INC.ex-31.htm
EX-32 - EX 32 - EOS INC.ex-32.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q
 
(Mark One)
 
 
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE QUARTERLY PERIOD ENDED  March 31, 2016
 
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 
FOR THE TRANSITION PERIOD FROM __________ TO __________
 
COMMISSION FILE NUMBER 333-206853
 
EOS Inc.
(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of incorporation or organization)
30-0873246
(I.R.S. Employer Identification No.)
 
Room 519, 5F., No. 372, Linsen N. Road,
Zhongshan District,
Taipei City 104, Taiwan (R.O.C.)
 (Address of principal executive offices, Zip Code)

011-886-2-25683278
(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Copies to:
Thomas E. Stepp, Jr.
Stepp Law Corporation
15707 Rockfield Boulevard, Suite 101
Irvine, California 92618
Phone: (949) 660-9700 ext. 124
Fax: (949) 660-9010


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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes x No

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

Large accelerated filer  Accelerated filer o
Non-accelerated filer o Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   No 
 
The number of shares of registrant’s common stock outstanding, as of May 10, 2016, is 64,122,997.

TABLE OF CONTENTS
 
 
 
Page
 
 
 
 
 
 
Item 1.       Financial Statements
 
 
1
 
 
 
9
 
 
 
10
 
Item 4.       Controls and Procedures
   
10
 
 
 
 
   
 
 
 
 
 
Item 1.       Legal Proceedings
 
 
10
 
Item 1A.    Risk Factors     10  
 
 
10
 
 
 
10
 
Item 4.       Mine Safety Disclosures
 
 
10
 
Item 5.       Other Information
 
 
10
 
Item 6.       Exhibits
 
 
11
 
 
 
 
 
 
 
 
12
 
 
 
PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements
 
CONTENTS
    Page  
 
2
 
 
3
   
 
4
   
 
5 - 8
 
 

 
 
EOS INC
BALANCE SHEET
 
   
March 31,
2016
   
December 31,
2015
 
   
(Unaudited)
       
Assets
       
Current Assets
           
Cash and cash equivalents
 
$
90,024
   
$
54,132
 
Total current assets
   
90,024
     
54,132
 
                 
Total Assets
 
$
90,024
   
$
54,132
 
                 
Liabilities and Stockholders’ Deficit
         
                 
Current Liabilities
               
Accrued expenses
   
28,138
     
-
 
Due to related parties
   
185,912
     
150,000
 
Total current liabilities
   
214,050
     
150,000
 
                 
                 
Stockholders' Deficit
               
Common stock, $0.001 par value; 750,000,000 shares authorized, 64,122,997 and 54,122,997 shares issued and outstanding, respectively
   
64,123
     
54,123
 
Additional paid-in capital
   
90,000
     
-
 
Accumulated deficits
   
(278,149
)
   
(149,991
)
Total stockholders' deficit
   
(24,026
)
   
(95,868
)
                 
Total Liabilities and Stockholders' Deficit
 
$
90,024
   
$
54,132
 
 
 
The accompanying notes to financial statements are an integral part of these statements.
EOS INC.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2016
(UNAUDITED)
 
   
Three Months Ended March 31, 2016
 
Net revenue
 
$
-
 
         
General and administrative expenses
   
128,158
 
Loss from operations
   
(128,158
)
         
Loss before income taxes
   
(128,158
)
         
Provision for income taxes expense
   
-
 
Net loss
   
(128,158
)
         
Weighted average number of shares outstanding:
       
Basic and diluted
   
58,188,931
 
         
Net loss per share:
       
Basic and diluted
 
$
(0.00
)
 
 
The accompanying notes to financial statements are an integral part of these statements.
EOS INC.
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2016
(UNAUDITED)
 
     
Three Months Ended March 31, 2016
 
Cash Flows from Operating Activities
     
Net loss
 
$
(128,158
)
Changes in assets and liabilities:
       
Increase in accrued expenses
   
28,138
 
Net cash used in operating activities
   
(100,020
)
         
Cash Flows from Financing Activities
       
Proceeds from issuance of common stock
   
100,000
 
Advance from officers
   
100,000
 
Repayment of loan from officers
   
(64,088
)
Net cash provided by financing activities
   
135,912
 
         
Net increase in cash and cash equivalents
   
35,892
 
         
Cash and Cash Equivalents
       
Beginning
   
54,132
 
Ending
 
$
90,024
 
         
Supplemental Disclosure of Cash Flows
       
Cash paid during the year for:
       
Interest
 
$
-
 
         
Income taxes
 
$
-
 
 
 
The accompanying notes to financial statements are an integral part of these statements.
EOS INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2016
(UNAUDITED)
NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES
Basis of Presentation
 
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial reporting and in accordance with instructions for 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 condensed 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 condensed balance sheet data was derived from audited 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.

Basis of Presentation and Organization

EOS Inc., a company in the developmental stage (the “Company”), was incorporated on April 3, 2015 in the State of Nevada. The Company has conducted limited business operations and had no revenues from operations since its inception. The Company‘s business plan is to market and distribute skin care products, including masks and serums.

Going Concern
 
These financial statements were prepared on the basis of accounting principles applicable to going concern, which assumes the realization of assets and discharge of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company had accumulated deficits of $278,149 and $149,991 as of March 31, 2016 and December 31, 2015, respectively, and it had no revenue from operations.

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

The Company is currently addressing its liquidity issue by continually seeking additional funds through private placements of its securities and/or capital contributions and loans by Yu-Cheng Yang, its president and sole director. The Company believes its current and future plans enable it to continue as a going concern. The Company's ability to achieve these objectives cannot be determined at this time.

These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets. 
 
NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
and discharge its liabilities in other than the normal course of business and at amounts which may differ from those in the accompanying consolidated financial statements.
 
Use of Estimates
 
The preparation of the financial statements in conformity with accounting principles generally accepted 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 amount of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those results.
 
Cash and Cash Equivalents
 
Cash and cash equivalents include cash and all highly liquid instruments with original maturities of three months or less.
 
Net Income (loss) per Share
 
Basic income (loss) per share is computed by dividing net income by weighted average number of shares of common stock outstanding during each period. Diluted income per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. At March 31, 2016, the Company does not have any outstanding common stock equivalents; therefore, a separate computation of diluted loss per share is not presented.

Income Taxes

Income taxes are accounted for under the asset and liability 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 bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The 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. A valuation allowance is recognized if it is more likely than not that some portion, or all, of a deferred tax asset will not be realized. The deferred income tax assets were $0 as of both March 31, 2016 and December 31, 2015.
 
The Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. At March 31, 2016, management considered that the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.
 
NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
Reclassifications
 
Certain classifications have been made to the prior year financial statements to conform to the current year presentation. The reclassification had no impact on previously reported net loss or accumulated deficit.
 
Recent Accounting Pronouncements
 
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its result of operations, financial position or cash flow.

Subsequent events

Management has evaluated subsequent events through April 28, 2016, the date which the financial statements were available to be issued. All subsequent events requiring recognition as of March 31, 2016 have been incorporated into these consolidated financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”

NOTE 2. ACCRUED EXPENSES

Accrued expenses consist of the following:
   
March 31,
2016
   
December 31,
2015
 
Accrued professional fees
 
$
28,138
   
$
-
 
   
$
28,138
   
$
-
 

NOTE 3. DUE TO RELATED PARTIES
 
The Company has advanced funds from its officer and shareholder for working capital purposes. As of March 31, 2016 and December 31, 2015, there were $185,912 and $150,000 advances outstanding, respectively. The Company has agreed that the outstanding balances bear 0% interest rate and are due upon demand after 30 days written notice by the officer and shareholder.

NOTE 4. INCOME TAXES
 
As of March 31, 2016, the Company had net operating loss carry forwards of approximately $278,149 that may be available to reduce future years’ taxable income through 2035. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

The provision for Federal income tax consists of the following for the three months ended March 31, 2016
 
   
For the three-months ended March 31, 2016
 
Federal income tax benefit attributable to:
     
Current Operations
 
$
43,574
 
Less: valuation allowance
   
(43,574
)
Net provision for Federal income taxes
 
$
-
 

The tax effects of temporary differences and carryforwards that give rise to significant portions of deferred tax assets and liabilities consist of the following as of March 31, 2016 and December 31, 2015:

   
March 31,
2016
   
December 31,
2015
 
Deferred tax asset attributable to:
           
Net operating loss carryover
 
$
94,571
   
$
50,997
 
Less: valuation allowance
   
(94,571
)
   
(50,997
)
Net deferred tax asset
 
$
-
   
$
-
 

The difference between the effective rate reflected in the provision for income taxes on loss before taxes and the amounts determined by applying the applicable statutory U.S. tax rate are analyzed below:

   
For the three-month ended March 31, 2016
 
       
Statutory tax benefit
   
(34
)%
Nondeductible/nontaxable items
   
-
%
Change in deferred tax asset valuation allowance
   
34
%
Provision for income taxes
   
-
%
         
For the three months ended March 31, 2016, the Company had no unrecognized tax benefits and related interest and penalties expenses. Currently, the Company is not subject to examination by major tax jurisdictions.
 
NOTE 5. STOCKHOLDERS’ DEFICIT
 
From April 3, 2015 to December 31, 2015, the Company has issued 54,122,997 common stock shares at par value in a total amount of $54,123 from its shareholders.

On February 24, 2016, the Company has issued 10,000,000 shares of its $0.001 par value common stock shares at a purchase price of $0.01 per share in a total amount of $100,000 from fifteen shareholders.
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operation.

Cautionary Note Regarding Forward-Looking Statements

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

The following discussion and analysis should be read in conjunction with our financial statements, included herewith.  This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future.  Such discussion represents only the best present assessment of our management.

Three Months Ended March 31, 2016

Net revenue for the three months ended March 31, 2016, was $0.

General and administrative expenses for the three months ended March 31, 2016, were $128,158.

Our net loss was $(128,158) for the three months ended March 31, 2016.

Liquidity and Capital Resources

Cash and cash equivalents were $90,024 at March 31, 2016. Our total current assets were $90,024 at March 31, 2016. Our total current liabilities were $214,050 at March 31, 2016.

We had a negative working capital at March 31, 2016, of $(124,026), compared to negative working capital of $(95,868) at December 31, 2015.
Net cash used in operating activities during the three months ended March 31, 2016, was ($100,020).

Net cash provided by financing activities for the three months ended March 31, 2016, was $135,912, which was due to proceeds from sales of our common stock and an advance from our officer.

Net change in cash and cash equivalents was an increase of $35,892 for the three months ended March 31, 2016.

Inflation
 
Our opinion is that inflation has not had a material effect on our operations and is not expected to have any material effect on our operations.
Climate Change

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

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.

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of end of the period covered by this report to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is (1) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure; and (2) recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission.

There was no change to our internal controls or in other factors that could affect these controls during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1.   Legal Proceedings.
None.
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.

None.
 
Item 6.        Exhibits.

The following exhibits are filed as part of this quarterly report, pursuant to Item 601 of Regulation S-K.  All exhibits are attached hereto unless otherwise noted.

Exhibit Number
 
Description
     
3.1*
 
Articles of Incorporation
3.2*
 
Certificate of Amendment to Articles of Incorporation
3.3*
 
Bylaws
3.4**
 
Certificate of Correction of Articles of Incorporation
10.1*
 
Distribution Agreement dated May 1, 2015 between A.C. (USA) Inc. and the Company
31***
 
32***
 

* Included as an exhibit with that Registration Statement on Form S-1 filed with the SEC on September 10, 2015.
** Included as an exhibit with that Registration Statement on Form S-1/A filed with the SEC on October 21, 2015.
 
*** Filed herewith.
 
 
 
 
SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
EOS Inc.
 
 
 
 
Date: May 13, 2016
By:  
/s/ Yu Cheng Yang
 
Yu Cheng Yang
 
Principal Executive Officer, Principal Financial Officer,
President and Chairman of the Board
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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