EOS INC. - Annual Report: 2022 (Form 10-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended

December 31, 2022

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

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)

Securities Registered Pursuant to Section 12(b) of the Act: None

Securities Registered Pursuant to Section 12(g) of the Act: Common Stock $.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes

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

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	¨
Non-accelerated filer	x	Smaller reporting company	x
Emerging Growth Company	x

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes

☒

☐

The aggregate market value of the voting and non-voting common equity held by non-affiliates was $24,580,140 computed by reference to the closing price of the registrant’s common stock as quoted on the OTCQB maintained by OTC Markets, Inc. on June 30, 2022 (which was $6.50 per share). For purposes of the above statement only, all directors, executive officers and 10% shareholders are assumed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other purpose.

As of March

, 2023, there were

183,781,560

shares of common stock, par value $

0.001

issued and outstanding.

Documents Incorporated by Reference: None

TABLE OF CONTENTS

PART I
Item 1.	Business	3
Item1A.	Risk Factors	6
Item1B.	Unresolved Staff Comments	6
Item 2.	Properties	6
Item 3.	Legal Proceedings	6
Item 4.	Mine Safety Disclosures	6

PART II
Item 5.	Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6
Item 6.	[Reserved]	8
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item7A.	Quantitative and Qualitative Disclosures about Market Risk	17
Item 8.	Financial Statements and Supplementary Data	17
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	19
Item9A.	Controls and Procedures	19
Item9B.	Other Information	20
Item9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	20

PART III
Item10.	Directors, Executive Officers and Corporate Governance	20
Item11.	Executive Compensation	24
Item12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	25
Item13.	Certain Relationships and Related Transactions and Director Independence	25
Item14.	Principal Accountant Fees and Services	26

PART IV
Item15.	Exhibits, Financial Statement Schedules	27
Item 16.	Form 10-K Summary	27

SIGNATURES		28

FORWARD LOOKING STATEMENTS

Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including: any projections of earnings, revenues or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “might,” “will,” “will likely result,” “would,” “should,” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan,” “project,” “forecast,” “anticipate,” “seek,” “continue,” “target” or the negative of such terms or other similar expressions. The ultimate correctness of these forward-looking statements is dependent upon a number of known and unknown risks and events and is subject to various uncertainties and other factors that may cause our actual results, performance or achievements to be different from any future results, performance or achievements expressed or implied by these statements.

The following important factors, among others, could affect our future results and events, causing those results and events to differ materially from those views expressed or implied in our forward-looking statements: our ability to continue as a going concern absent new debt or equity financings; our ability to successfully remediate material weaknesses in our internal controls; our ability to reach research and development milestones as planned and within proposed budgets; our ability to control costs; our ability to successfully implement our expansion strategies; our current reliance on substantial debt financing that we currently are unable to repay in cash; our ability to obtain adequate new financing; our ability to successfully develop PRP, our lead product candidate; our ability to successfully develop and market our technologies; our ability to obtain and maintain patent protection; our ability to recruit employees and directors with accounting and finance expertise; our dependence on third parties for services; our dependence on key executives; the impact of government regulations, including U.S. Food and Drug Administration regulations; the impact of any future litigation; the availability of capital; changes in economic, business and competitive conditions; and other risks. Any one or more of such risks and uncertainties could have a material adverse effect on us or the value of our common stock.

All forward-looking statements included in this Form-10-K are made only as of the date of this Annual Report or as of the date indicated. We do not undertake any obligation to, and may not, publicly update or correct any forward-looking statements to reflect events or circumstances that subsequently occur or which we hereafter become aware of, except as required by law. New risks and uncertainties arise from time to time and we cannot predict these events or how they may affect us. When considering these risks, uncertainties and assumptions, you should keep in mind the cautionary statements contained in this Annual Report and any documents incorporated herein by reference. You should read this Annual Report and the documents that we incorporate by reference into this Annual Report completely and with the understanding that our actual future results may be materially different from what we expect. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.

PART I

Item 1. Business.

Description of Business

General Information

EOS Inc. (“we,” “us,” “our,” or the “Company”) was incorporated in the State of Nevada on April 3, 2015.

On or about November 18, 2016, the Company formed EOS INC. TAIWAN BRANCH, a Taiwanese corporation (“EITB”) and the Company owns 100% of EITB.

On May 3, 2017, the Company entered into and closed a Share Purchase and Sale Agreement (the “Purchase Agreement”) with Emperor Star International Trade Co., Ltd., (“Emperor Star”), to acquire all of the issued and outstanding shares of Emperor Star in consideration of $30,562 in cash. As a result of the transaction, Emperor Star became the Company’s wholly owned subsidiary. Upon consummation of the transaction, the Company has assumed the business of Emperor Star and ceased to be a shell company. Yu-Hsiang Chia currently serves as the officer and director of Emperor Star. Emperor Star was incorporated on November 16, 2015 under the laws of Taiwan and is in the business of marketing and distributing various consumer products, including nutrition supplements and skin care products.

Yu-Hsiang Chia currently serves as the officer and director of Emperor Star. On May 26, 2020, EOS Inc. increased its investment in Emperor Star by $134,004 (NTD$4,000,000). The Company also received contributions to Emperor Star from non-controlling interests in the amount of $33,398 (NTD$1,000,000). As a result, the Company owns 83% equity interest of Emperor Star as of June 30, 2020, which is no longer a wholly-owned subsidiary.

On September 20, 2018, the Company set up another wholly-owned subsidiary, EOS International Inc. (“EOS(BVI)”), under the laws of British Virgin Islands. EOS(BVI) is in the business of marketing and distribution of various products, including nutrition supplements, skin care products, and water purifiers.

On March 1, 2019, EOS(BVI) set up a wholly-owned subsidiary, Shanghai Maosong Co., Ltd (“Maosong”), under the laws of People’s Republic of China. Maosong is in the business of marketing and distribution of various products, including nutrition supplements, skin care products, and water purifiers in China.

On June 2, 2020, EOS(BVI) 83.33% owner, and Shanghai Qifan Qiye Management Co., Ltd. (“Qifan”) 16.67% owner of Maosong resolute to change the registered capital of Maosong to RMB 1,200,000,000 (1.2 billion) and that EOS to contribute certain Intellectual Property as registered capital of Shanghai Maosong. Intellectual Property owned by EOS International Inc was valued at RMB 1,000,000,000 (1 billion) and Intellectual Property owned by Qifan was valued at RMB 200,000,000 (200 million).

On July 13, 2021, EOS(BVI), MaoSong, and Qifan entered into a Shareholder Agreement where Qifan (i) delegate its 16.67% equity voting rights, powers, or benefits in Maosong to EOS(BVI); (ii) grant EOS(BVI) an irrevocable, unconditional, exclusive option to purchase Maosong’s equity interest; (iii) the right to receive any proceeds from the Maosong’s Equity Interest; (iv) pledge its existing or any prospective Maosong equity interest to EOS Int’l; as a result EOS(BVI) retains 100% control of MaoSong and the 16.67% noncontrolling interest are consolidated.

Corporate Actions

On August 18, 2018 the Company filed a Certificate of Amendment to its Articles of Incorporation in which the Company elected not to be governed by 78.411 to 78.444, inclusive, of the Nevada Revised Statutes.

On March 16, 2021, the Company filed a Certificate of Change to the Company’s Articles of Incorporation to increase its authorized common stock from 75,000,000 to 575,000,000.

On August 19, 2021, the Company filed a Certificate of Designation to establish a Series A preferred stock. The number of shares designated for the class of stock is 5,000,000 shares. The holders of these shares are entitled to 1,000 votes per each share of Series A stock owned.

Business Overview

We are a distributor of various consumer products. Our goal is to source and bring to our channel partners the most innovative products which aims to improve quality of life, achieve optimal health, and promote green energy.

In July 2022, we commenced to market, promote and sell the ginsenosides supplements manufactured by Wellhead Biological Technology Corp. (“Wellhead”), which is headquartered in Taiwan and specializes in

ginsenoside

R&D and production.

Ginsenosides are the active components in ginseng, and Wellhead owns the patented enzymatic degradation technology to manufacture and extract the pure rare ginsenosides which is deemed highly valuable in the space of Chinese medicines and healing. Ginsenosides are used to improve health and boost physical strength.

The ginsenosides supplements that we promote and sell are being named “Bodywafer” and the products are customized and manufactured specifically for EOS Inc.

We acquire the products from Wellhead and sell directly to our channel partners who will recognize the needs of their target customers in various regions in Asia, such as People’s Republic of China (“PRC”), Singapore and Malaysia. We also provide comprehensive sales training to our channel partners through onsite seminars and online webinars to effectively market our products.

On March 2, 2020, the Company, A-Best, and Ing-Ming Lai, a Taiwanese individual and the majority shareholder of A-Best (collectively, the “Parties”) entered into a strategic alliance agreement (the “Strategic Alliance Agreement”), pursuant to which the Parties redefined their cooperation with respect to the sales and distribution of A-Best’s micro-ceramic speakers. In accordance with the Strategic Alliance Agreement, A-Best, Mr. Ing-Ming Lai and the Company terminated the Investment Cooperation Agreement dated January 12, 2019 entered by and among the Parties and as a result the Company agreed to return 20% of the equity interest in A-Best to Mr. Ing-Ming Lai, which was valued at approximately $35,142 by the Parties.

Furthermore, subject to the terms and conditions of the Strategic Alliance Agreement, A-Best has granted the Company the exclusive sale and distribution right of A-Best’s micro-ceramic speakers in the world for one (1) year (the “Term”), which may be renewed with mutual consent of the Parties two months prior to the expiration of the Term, while A-Best retains its own right to sell and distribute the micro-ceramic speakers on its own. In consideration for the exclusive distribution right of A-Best’s speakers under the Strategic Alliance Agreement, the Company agreed to have A-Best keep the Company’s 10,000,000 shares of common stock, par value $0.001 per share, issued under the Investment Cooperation Agreement and the Company may keep the revenue and profits generated from the sale of A-Best speakers until the total revenue from such speakers reaches $15 million U.S. dollars. This Strategic Alliance Agreement contains A-Best’s and Mr. Ing-Ming Lai’s joint representation regarding their intellectual property rights to A-Best ceramic speakers.

On March 2, 2020, the Company returned 20% equity interest in A-Best to Mr. Ing-Ming Lai pursuant to the Strategic Alliance Agreement.

On April 12, 2021, the Company, A-Best, and Ing-Ming Lai signed the Termination Agreement, and Mr. Ing-Ming Lai returned the 10,000 EOSS common shares (originally 10,000,000 shares prior to EOS Inc. effecting a one-for-one thousand reverse split of the company stock) to EOS Inc. which was issued under the Investment Cooperation Agreement.

Investment Cooperation Agreement with AsiaSonic

On August 28, 2021, the Company and AsiaSonic International Industrial Co., LTD. (“AsiaSonic”), a corporation formed under the laws of Taiwan, ROC, entered into Investment Cooperation Agreement, and Business and Management Agreement, pursuant to which, subject to the terms and conditions therein, the Company and AsiaSonic shall cooperate in the sales and distribution of AsiaSonic’s automotive peripherals and accessories globally by acquisition of Fifty One percent (51%) equity interest of AsiaSonic.

In accordance with the Agreements and in consideration for the cooperation, the Company shall issue to AsiaSonic’s shareholders and designees One Million Five Hundred Thousand (1,500,000) restricted shares of its common stock in exchange for the equivalent value of Fifty One percent (51%) of the total issued shares of AsiaSonic. According to the Agreements, AsiaSonic shall assist and provide training and marketing materials to the Company for the distribution and sale of its products. AsiaSonic shall continue to appoint the officers or managers and be in charge of the business operations; and the Company may appoint a director who is entitled to one vote on the Board meetings or to express consent or dissent on Board resolutions.

On March 30, 2023, the Company and AsiaSonic entered into a Termination Agreement to terminate the Investment Cooperation Agreement and Business and Management Agreement. The decision is made primarily due to additional time required to mutually agree on terms with respect to sales strategies and business operations.

EMPLOYEES

As of March 27, 2023, we employ nine full-time and no part-time employees. In addition to our employees, we engage key consultants and utilize the services of independent contractors to perform various services on our behalf. Some of our executive officers and directors are engaged in outside business activities that we do not believe conflict with our business. Over time, we may be required to hire additional employees or engage independent contractors to execute various projects that are necessary to grow and develop our business. These decisions will be made by our officers and directors, if and when appropriate.

CORPORATE INFORMATION

Our principal executive office is presently located at 4F-1, No.5, Qingdao E. Rd., Zhongzheng Dist., Taipei City 100008 Taiwan (Republic of China).

Our telephone number is +8862-2586-8300. Our website is eosinc999.us. Our website’s information is not, and will not be deemed, a part of this Annual Report or incorporated into any other filings we make with the SEC.

AVAILABLE INFORMATION

Copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents that we will file with or furnish to the SEC will be available free of charge by sending a written request to our Corporate Secretary at our corporate headquarters. Additionally, the documents we file with the SEC are or will be available free of charge at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Other information on the operation of the Public Reference Room may be obtained by calling the SEC at (800) SEC-0330. The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The SEC’s website is www.sec.gov.

Item 1A. Risk Factors.

Not applicable for smaller reporting companies.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

We do not own any real property. Our principal executive office is presently located at 4F-1, No.5, Qingdao E. Rd., Zhongzheng Dist., Taipei City 100008 Taiwan (Republic of China). EITB and Emperor Star operate from this Taipei location. Emperor Star and EITB entered into the office leases which commenced on February 6, 2023 and will end on December 31, 2023. The office occupies approximately 2579.78 square feet and the average amount of office rent (including the maintenance fees) is approximately $2,000 per month.

Item 3. Legal Proceedings.

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

Item 4. Mine Safety Disclosures

Not applicable

PART II

Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our common stock is currently quoted on the OTCQB under the symbol “EOSS.” There has not been any significant trading to date in the Company’s common stock. The table below presents the high and low bid for our common stock for each quarter for the years ended December 31, 2022 and 2021. These prices reflect inter-dealer prices, without retail markup, markdown, or commission, and may not represent actual transactions.

	High		Low
Year ended December 31, 2022
1st Quarter	$	6.50	$	6.50
2nd Quarter	$	6.50	$	6.50
3rd Quarter	$	7.01	$	6.50
4th Quarter	$	10.01	$	7.01

Year ended December 31, 2021
1st Quarter	$	4.21	$	3.75
2nd Quarter	$	18.00	$	2.25
3rd Quarter	$	1.01	$	1.01
4th Quarter	$	25.00	$	25.00

Security Holders

There were approximately 373 holders of record of our common stock as of March 27, 2023.

Common Stock

Each share of our common stock entitles the shareholder one vote on any and all matters such shareholder is entitled to vote at a shareholders’ annual or special meeting. There are no cumulative voting rights, which mean that the shareholder or shareholders owning 50% of the issued and outstanding shares in our capital stock can elect the entire board of directors. Therefore, any shareholder or shareholders, cumulatively with less than 50% of the voting power, cannot elect any director to the board of directors on their won. Pursuant to the provisions of Section 78.320 of the Nevada Revised Statues (the “NRS”), at least a majority of the outstanding shares of capital stock entitled to vote must be present, in person or by proxy, at any meeting in favor of the action exceeds the number of votes cast in opposition to the action, provided, however, that directors may be elected by a plurality of the votes of the shares present at the meeting and entitled to vote. Certain fundamental corporate changes, such as the liquidation and business combination, require the approval of holders of a majority of the outstanding shares entitled to vote.

Holders of our common stock have no pre-emptive rights nor conversion rights. There are no redemption or sinking fund provisions applicable to our common stock.

Preferred Stock

As of March 27, 2023

, the outstanding number of shares of our Series A preferred stock was 2,000,000. Each share

is entitled to 1,000 votes of common stock without dividend rights.

Dividends

The holders of our common stock are entitled to receive dividends on a pro rata based on the number of shares held, when and if declared by our Board of Directors, from funds legally available for that purpose. NRS Section 78.288 prohibits us from declaring dividends where, after giving effect to the distribution of the dividend we would not be able to pay our debts as they become due in the normal course of business; or except as may be allowed by our Articles of Incorporation, our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders who may have preferential rights and whose preferential rights are superior to those receiving the distribution. We do not, however, intend to pay any dividends in the foreseeable future and currently intend to retain all future earnings to finance our business.

Our shareholders are not entitled to preference as to dividends or interest; pre-emptive rights to purchase new issues of shares; preference upon liquidation; or any other special rights or preferences.

There are no restrictions on dividends under any loan or other financing arrangements.

We paid no dividends on our common stock in the fiscal year of 2022. We do not have a policy of paying regular dividends and do not expect to pay any dividends on our common stock in the foreseeable future. We currently intend to retain any future earnings for our business. The payment of any future dividends on our common stock will be determined by our Board of Directors and will depend on business conditions, our financial earnings and other factors.

Outstanding Stock Options, Warrants and Convertible Securities

We have no outstanding stock options, warrants or convertible securities as of December 31, 2022.

Recent Sales of Unregistered Securities

Common 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.

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

On August 18, 2021, the Company completed and closed a series of transactions to reorganize the Company’s structure and to develop its business by acquiring certain minority control interest of its subsidiary and intellectual properties. Pursuant to the Intellectual Property Transfer Agreement, the Company to issue 75,000,000 shares of Common Stock to the transferors for the intellectual properties in consideration of the transfer. Pursuant to the Shareholders’ Agreement of Shanghai Maosong Trading Co., Ltd and Equity Pledge Agreements, the Company to issue 15,000,000 shares of Common Stock to the transferors for the minority controlling interests of its subsidiary. Upon completion of the transactions above, EOS International Inc became a wholly controlled subsidiary of the Company.

On July 8, 2021, the Company issued 75,000,000 shares of Common Stock at $0.001 per share to convert outstanding debt owed to Co-Innovation Group Limited in the amount of $75,000.

On July 8, 2021, the Company issued 15,000,000 shares of Common Stock at $0.001 per share to convert outstanding debt owed to World Capital Holding Ltd in the amount of $15,000.

On April 12, 2021, A-Best, and Mr. Ing-Ming Lai entered into a termination agreement (the “Termination Agreement”) to terminate the agreement of Strategic Alliance Agreement dated March 2, 2020. In the agreement, Ing-Ming Lai has proceeded to return a total of 10,000 shares in EOS Inc, back to the Company.

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.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statements

Some of the statements contained in this Form 10-K that are not historical facts are “forward-looking statements” which can be identified by the use of terminology such as “estimates,” “projects,” “plans,” “believes,” “expects,” “anticipates,” “intends,” or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Form 10-K, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties, and other factors affecting our operations, market growth, services, products, and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation:

Our ability to attract and retain management and key employees;

Our ability to generate customer demand for our products;

The intensity of competition; and

General economic conditions.

All written and oral forward-looking statements made in connection with this Form 10-K that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.

Business Overview

ginsenoside

R&D and production.

The ginsenosides supplements that we promote and sell are being named “Bodywafer” and the products are customized and manufactured specifically for EOS Inc.

Results of Operation

The following presents the consolidated result of the Company for the year ended December 31, 2022 compared to the year ended December 31, 2021.

Net sales

Net sales were $652,547 for year ended December 31, 2022, representing an increase of $134,060, or 26%, as compared to $518,487 for the year ended December 31, 2021. The increase was primarily due to the increase in sales of nutrition supplement.

Cost of sales

Cost of sales was $365,282 for the year ended December 31, 2022, representing an increase of $52,331 or 17%, as compared to $312,951 for the year ended December 31, 2021.

The increase was primarily due to the cost of the variety products sold.

Gross profit

Gross profit was $287,265 for the year ended December 31, 2022, compared to $205,536 for the same period in 2021. Gross profit as a percentage of net sales was 44% for the year ended December 31, 2022, compared to 40% in the same period in 2021. The increase was primarily due to the increase in sales of nutrition supplement with higher margin.

Selling, general and administrative expenses

Selling, general and administrative expenses consist primarily of office rent, salary and related costs for personnel and facilities, and professional service fees. Selling, general and administrative expenses were $2,208,876 for the year ended December 31, 2022, representing an increase of $934,260 or 73%, as compared to $1,274,616 for the year ended December 31, 2021. The increase was primarily due to impairment of security deposits recognized for year ended December 31, 2022.

Income (loss) from operations

Loss from operations was $1,921,611 for the year ended December 31, 2022 compared to loss from operations of $1,069,080 for the year ended December 31, 2021, representing an increase of $852,531 or 80%. The increase was primarily due to impairment of security deposits.

Other income (expense)

Other expenses were $641 for the year ended December 31, 2022, reflecting a decrease of $15,252, or 96%, compared to other expenses of $15,893 for the year ended December 31, 2021. The decrease was mainly attributable to

additional currency exchange

gain

recognized for the year ended December 31, 2021

and $nil for the year ended December 31, 2022.

Net loss

As a result of the above factors, our net loss was $1,912,159 for the year ended December 31, 2022, as compared to net loss of $1,101,565 for the year ended December 31, 2021, representing an increase of $810,594 or 74%.

Liquidity and Capital Resources

Cash and cash equivalents were $18,169 at December 31, 2022 and $24,141 at December 31, 2021. Our total current assets were $425,916 at December 31, 2022, as compared to $2,037,901 at December 31, 2021. Our total current liabilities were $1,266,234 at December 31, 2022, as compared to $792,118 at December 31, 2021.

We had a working deficit of $840,318 on December 31, 2022, compared to the working capital of $

1,245,783

on December 31, 2021. The decrease in working capital was primarily attributable to the decrease in security deposits with an increase in due to shareholders.

Net cash used in operating activities was $164,714 during the year ended December 31, 2022, as compared to $

194,254

for the year ended December 31, 2021. The decrease in net cash used in operating activities in the amount of $29,540 was primary attributable to increase in impairments of assets offset with a decrease in account receivable, increase in net loss and inventory.

Net cash used in investing activities was $19,193 during the year ended December 31, 2022, as compared to $

352

for the year ended December 31, 2021. The increase in net cash used in investing activities was due to the increase in the acquisition of equipment.

Net cash provided by financing activities was $180,146 during the year ended December 31, 2022, as compared to $

95,271

for the year ended December 31, 2021. The increase in net cash provided by financing activities was due to the proceeds from related party payable and borrowings.

As a result of the above factors, net decrease in cash and cash equivalents was $5,972 for the year ended December 31, 2022, as compared to net

decrease of $98,341 for the year ended December 31, 2021

Going concern

Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital or generate sufficient revenues to fund for our operation.

The Company requires additional funding to meet its ongoing obligations and to fund its operations. Our auditor has expressed substantial doubt about our ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on generating revenues and raising capital to fund its business operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

Critical Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements, including the accounts of EOS Inc. and its wholly owned subsidiaries in Taiwan, British Virgin Islands, and People’s Republic of China, have been prepared in conformity with accounting principles generally accepted in the United States of America. Since the Company and Emperor Star are entities under common control prior to the acquisition of Emperor Star, the transaction is accounted for as a restructuring transaction. All assets and liabilities of Emperor Star were transferred to the Company at their respective carrying amounts on the date of transaction. The Company has recast prior period financial statements to reflect the conveyance of Emperor Star’s common shares as if the restructuring transaction had occurred as of the earliest date of the consolidated financial statements. All material intercompany accounts, transactions, and profits have been eliminated in consolidation. The nature of and effects on earnings per share (EPS) of non-recurring intra-entity transactions involving long-term assets and liabilities is not required to be eliminated and EPS amounts have been recast to include the earnings (or losses) of the transferred net assets.

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

Use of Estimates

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

Cash and Cash Equivalents

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

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.

Property and Equipment

Property and equipment are carried at cost net of accumulated depreciation. Expenditures that improve the functionality of the related asset or extend the useful life are capitalized. When property and equipment is retired or otherwise disposed of, the related gain or loss is included in operating income. Leasehold improvements are depreciated on the straight-line method over the shorter of the remaining lease term or estimated useful life of the asset. Depreciation is calculated on the straight-line method, including property and equipment under capital leases, generally over five years. Depreciation expense was $3,257 and $1,887 for the years ended December 31, 2022 and 2021, respectively. Impairment loss was $17,381 and $nil for the years ended December 31, 2022 and 2021, respectively.

Impairment of Long-Lived Assets

The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavourable changes in business conditions, recurring losses, or a forecasted inability to achieve breakeven operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell. Impairment loss on property and equipment was $17,381 and $nil for the years ended December 31, 2022 and 2021, 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.

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.

Leases

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

The new leasing standard requires recognition of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. The Company’s future minimum based payments used to determine the Company’s lease liabilities mainly include minimum based rent payments. As most of Company’s leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

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

Advertising Costs

Advertising costs are expensed at the time such advertising commences. Advertising expenses were $1,966 and $399 for the years ended December 31, 2022 and 2021, 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 $5,233 and $5,873 for the years ended December 31, 2022 and 2021, respectively. Other than the above, the Company does not provide any other post-retirement or post-employment benefits.

Fair Value Measurements

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

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

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

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

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

Earnings (Loss) Per Share

Basic income (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents, and potentially dilutive securities outstanding during each year. Dilutive shares are excluded the exercise price is greater than the average market price and when the Company incurred a net loss as the inclusion of such shares would have an anti-dilutive effect.

For the years ended December 31, 2022 and 2021, warrants were excluded as dilutive shares as the Company incurred a net loss.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when, in the opinion of management, it is more likely than not that some or all of any deferred tax assets will not be realized.

Foreign-currency Transactions

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

Translation Adjustment

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

Comprehensive Income (loss)

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

Concentration of Credit Risk

Cash and cash equivalents

: The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments in high quality credit institutions in Taiwan, but these investments may be in excess of the insurance limits of Taiwan Central Deposit Insurance Corporation (the “TCDIC”). The Company does not enter into financial instruments for hedging, trading or speculative purposes. Concentration of credit risk with respect to trade and notes receivables is limited due to the wide variety of customers and markets in which the Company transacts business, as well as their dispersion across many geographical areas. As of December 31, 2022 and 2021, the Company had approximately $nil and $nil in excess of TCDIC insured limits. The Company has not experienced any losses in such accounts.

Customers

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

Recent Accounting Pronouncements

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

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.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of December 31, 2022.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable to smaller reporting companies.

Item 8. Financial Statements and Supplementary Data.

FINANCIAL STATEMENT SCHEDULES

Report of Independent Registered Public Accounting Firm (PCAOB ID: 6732)	F-2

Financial Statements:

Consolidated Balance Sheets	F-3

Consolidated Statements of Operations and Comprehensive Loss	F-4

Consolidated Statements of Stockholders’ Equity	F-5

Consolidated Statements of Cash Flows	F-6

Notes to Consolidated Financial Statements	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of EOS Inc.:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of EOS Inc. together with its subsidiaries (the “Company”) as of December 31, 2022, and the related consolidated statements of operation and comprehensive loss, stockholders' equity, and cash flows for the year ended December 31, 2022, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States.

Going Concern Uncertainty

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has net losses, negative working capital and accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Emphasis of Matter

The Company has significant transactions with related parties, which are described in Note 5 to the financial statements. Transactions involving related parties cannot be presumed to be carried out on an arm’s length basis, as the requisite conditions of competitive, free market dealings may not exist.

/s/

Onestop Assurance PAC

We have served as the Company’s auditor since 2021.

Singapore

March 31, 2023

F-2

EOS, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

As of December 31, 2022 and 2021

	December 31, 2022			December 31, 2021
ASSETS
Current Assets
Cash and cash equivalents		18,169			24,141
Accounts receivable		160,253			548,201
Inventory, net		46,196			29,573
Advances to suppliers		166,594			280,224
Security deposits		6,608			1,127,989
Prepaid expenses and other current assets		28,096			27,773
Total Current Assets		425,916			2,037,901
Non-Current Assets
Property, plant and equipment, net		4,692			6,739
Operating lease right of use asset		115,884			85,419
Total Non-Current Assets		120,576			92,158
Total Assets		546,492			2,130,059
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable		-			-
Other payable and accrued expenses		73,352			88,040
Due to shareholders		277,080			30,858
Income taxes payable		49,074			55,394
Other current liabilities		750,000			500,000
Operating lease liabilities - current		48,231			37,779
Current portion of long-term loan payables		68,497			80,047
Total Current Liabilities		1,266,234			792,118
Non-Current Liabilities
Long-term loan payables		116,012			204,133
Operating lease liabilities - non-current		80,538			47,640
Total Non-Current Liabilities		196,550			251,773
Total Liabilities		1,462,784			1,043,891

Commitments and Contingencies		-			-

Shareholders’ Equity
Preferred stock ($0.001 par value, 5,000,000 shares authorized, 1,500,000 shares issued and outstanding as of December 31, 2022 and 2021, respectively)		1,500			1,500
Common stock ($0.001 par value; 575,000,000 shares authorized, 183,781,560 and 180,065,254 shares issued and outstanding as of December 31, 2022 and 2021, respectively)		183,781			180,065
Additional paid in capital		67,249			29,060
Deferred stock compensation		(40,674	)		-
Accumulated income (loss)		(1,165,665	)		722,925
Accumulated other comprehensive loss		42,964			133,056
Total equity attributable to EOS, Inc.		(910,845	)		1,066,606
Non-controlling interest		(5,447	)		19,562
Total Equity		(916,292	)		1,086,168
Total Liabilities and Shareholders’ Equity		546,492			2,130,059

F-3

EOS, INC. AND SUBSIDIARIES

Consolidated Statements of Operation and Comprehensive Loss

For the Years Ended December 31, 2022,and 202

	Year ended December 31, 2022			Year ended December 31, 2021
Net sales	$	652,547		$	518,487

Cost of sales		365,282			312,951

Gross profit		287,265			205,536

Selling, general and administrative expenses		2,208,876			1,274,616

Income (Loss) from operations		(1,921,611	)		(1,069,080	)

Other income (expense)
Interest income (expense)		(4,512	)		(1,797	)
Other income (expense)		3,871			(49,238	)
Gain (loss) on investment in equity securities		-			35,142
Total other income (expense)		(641	)		(15,893	)

Loss before income tax provision		(1,922,252	)		(1,084,973	)

Income tax expenses (benefits)		(10,093	)		16,592

Net Loss	$	(1,912,159	)	$	(1,101,565	)

Other Comprehensive Income (Loss):
Net income (loss) attributable to non-controlling interests		(41,294	)		(21,231	)
Net income (loss) attributable to EOS and subsidiaries		(1,870,865	)		(1,080,334	)
Foreign currency translation adjustment, net of tax		(91,532	)		21,768
Comprehensive loss	$	(2,003,691	)	$	(1,079,797	)

Net loss per share:
Basic and diluted		(0.01	)		(0.01	)

Weighted average number of common shares:
Basic and diluted		182,376,491			77,243,336

F-4

EOS, INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Shareholders’ Equity

For the Years Ended December 31, 2022 and 2021

	Common Stock						Preferred Stock				Deferred			Additional						Accumulated other			Equity attributable			Non-
	Number of Shares			Amount			Number of Shares		Amount		Stock Compensation			Paid-in Capital			Retained Earnings			Comprehensive Income (Loss)			to EOS, Inc.			Controlling interest			Total Equity
Balance at December 31, 2020		74,123		$	74			-	$	-	$	-		$	186,474		$	1,803,259		$	111,776		$	2,101,583		$	40,305		$	2,141,888
Cancellation of Common Stock		(10,000	)		(10	)		-		-		-			(35,132	)		-			-			(35,142	)		-			(35,142	)
Reverse Stock Split Adjustment		1,131			1			-		-		-			(1	)		-			-			-			-			-
Shares Issued for Liability Converted		90,000,000			90,000			-		-		-			(30,781	)		-			-			59,219			-			59,219
Shares Issued for minority controlling interests of its subsidiary		90,000,000			90,000			-		-		-			(90,000	)		-			-			-			-			-
Issuance of Preferred Stock to related party		-			-			1,500,000		1,500		-			(1,500	)		-			-			-			-			-
Foreign currency translation adjustment		-			-			-		-		-			-			-			21,280			21,280			488			21,768
Net loss		-			-			-		-		-			-			(1,080,334	)		-			(1,080,334	)		(21,231	)		(1,101,565	)
Balance at December 31, 2021		180,065,254			180,065			1,500,000		1,500		-			29,060			722,925			133,056			1,066,606			19,562			1,086,168

Balance at December 31, 2021		180,065,254			180,065			1,500,000		1,500		-			29,060			722,925			133,056			1,066,606			19,562			1,086,168
Share issued for compensation		115,000			115			-		-		-			1,116			-			-			1,231			-			1,231
Deferred compensation expense relating to issuance of restricted common stock		3,601,306			3,601			-		-		(38,534	)		34,933			-			-			-			-			-
Deferred compensation expense relating to issuance of warrant		-			-			-		-		(2,140	)		2,140			-			-			-			-			-
Foreign currency translation adjustment		-			-			-		-		-			-			-			(90,092	)		(90,092	)		(1,440	)		(91,532	)
Net loss		-			-			-		-		-			-			(1,888,590	)		-			(1,888,590	)		(23,569	)		(1,912,159	)
Balance at December 31, 2022		183,781,560			183,781			1,500,000		1,500		(40,674	)		67,249			(1,165,665	)		42,964			(910,845	)		(5,447	)		(916,292	)

F-5

EOS, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2022 and 2021

	Year ended December 31, 2022			Year ended December 31, 2021
Cash flows from operating activities
Net loss		(1,912,159	)		(1,101,565	)
Adjustments to reconcile net income to net cash provided by operating activities
Bad debt expenses		272,843			233,907
Depreciation		3,257			1,887
Amortization of right-of-use asset		26,296			27,963
Impairments of assets		1,060,300			-
Realized (gain) loss from investment		-			(35,142	)
Stock based compensation		1,231			-
Changes in assets and liabilities
Decrease (increase) in accounts receivable		88,021			341,157
Decrease (increase) in inventory		(20,006	)		186,455
Decrease (increase) in advance to suppliers		89,547			(85,318	)
Decrease (increase) in security deposits and other assets		(2,721	)		(950	)
Increase (decrease) in accounts payable		-			(18,524	)
Increase (decrease) in accrued expenses		243,517			255,542
Increase (decrease) in advances from customers		13,261			-
Increase (decrease) in income tax payable		(1,805	)		28,297
Increase (decrease) in operating lease liabilities		(26,296	)		(27,963	)
Net cash used in operating activities		(164,714	)		(194,254	)

Cash flows from investing activities
Purchase of equipment		(19,193	)		(352	)
Net cash used in investing activities		(19,193	)		(352	)

Cash flows from financing activities
Repayment to related party		-			(235,289	)
Proceeds from related party		254,835			216,467
Proceeds from borrowings		-			179,064
Repayment to borrowings		(74,689	)		(64,971	)
Net cash provided by financing activities		180,146			95,271

Effect of foreign currency translation on cash and cash equivalents		(2,211	)		994
Net decrease of cash and cash equivalents		(5,972	)		(98,341	)

Cash, cash equivalents, and restricted cash
Beginning		24,141			122,482
Ending	$	18,169		$	24,141

Supplemental Disclosure of Cash Flows
Cash paid during the periods for:
Interest	$	-		$	3,142
Income taxes	$	-		$	16,592

Non-cash financing and investing activities:
Related party debt converted to Common stock	$	-		$	59,219
Issuance of Common Stock for minority controlling inte rest s of its sub sidia ry	$	-		$	90,000
Issuance of Preferred Stock to related party	$	-		$	1,500
Deferred compensation expense relating to issuance of restricted common stock	$	38,534		$	-
Deferred compensation expense relating to issuance of warrant	$	2,140		$	-

F-6

EOS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDAED FINANCIAL STATEMENTS

Note 1. NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES

Organization

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

100

% control of MaoSong and the 16.67% noncontrolling interest are consolidated.

Principles of Consolidation

F-7

Use of 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

Inventory

Property and Equipment

for the years ended December 31, 2022 and 2021, respectively. Impairment loss was $17,381 and $nil for the years ended December 31, 2022 and 2021, respectively.

F-8

Impairment of Long-Lived Assets

The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve breakeven operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC

360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell.

Impairment loss on property and equipment was $17,381 and $nil for the years ended December 31, 2022 and 2021, respectively.

Revenue Recognition

mount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

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

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

credit

, or an exchange for another product.

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

F-9

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

Revenue by Major Products

For the year ended December 31, 2022:
Water purifier machine	$	11,664
Automobile carbon reduction machine		21,283
Nutrition supplement		581,307
Software		35,958
Other materials		2,335
Total	$	652,547

For the year ended December 31, 2021:
Water purifier machine	$	107,826
Automobile carbon reduction machine		305,868
Nutrition supplement		68,840
Software		35,953
Total	$	518,487

Revenue by Geography

For the year ended December 31, 2022:
Asia Pacific	$	652,547
Total	$	652,547

For the year ended December 31, 2021:
Asia Pacific	$	518,487
Total	$	518,487

Leases

F-10

Advertising Costs

Advertising costs are expensed at the time such advertising commences. Advertising expenses were $1,966

and $399

for the years ended December 31, 2022 and 2021, respectively.

Stock-Based Compensation

Post-retirement and Post-employment Benefits

and $5,873 for the years ended December 31, 2022 and 2021, respectively. Other than the above, the Company does not provide any other post-retirement or post-employment benefits.

Fair Value Measurements

F-11

Earnings (Loss) Per Share

For the years ended December 31, 2022 and 2021, warrants were excluded as dilutive shares as the Company incurred a net loss.

Income Taxes

Foreign-currency Transactions

F-12

Translation Adjustment

Comprehensive Income (loss)

Concentration of Credit Risk

Cash and cash equivalents

and 2021, the Company had approximately $nil and $nil in excess of TCDIC insured limits. The Company has not experienced any losses in such accounts.

Customers

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

For the year ended December 31, 2022,

three customers accounted for more than 10% of the Company’s total revenues.

Customer	Net sales for year ended December 31, 2022		% of Total		Accounts receivable balance as of December 31, 2022		% of Total
A	$	78,993	12	%	$	27,102	17	%
B	$	-	-	%	$	-	-	%
C	$	443,528	68	%	$	37,273	23	%
D	$	124,556	19	%	$	95,878	60	%

For the year ended December 31, 2021, two customers accounted for more than 10% of the Company’s total revenues.

Customer	Net sales for year ended December 31, 2021		% of Total		Accounts receivable balance as of December 31, 2021		% of Total
A	$	290,749	56	%	$	382,189	84	%
B	$	204,018	39	%	$	134,655	11	%

Suppliers

: The Company’s inventory is purchased from various

suppliers

F-13

For the year ended December 31, 2022, two suppliers accounted for more than 10% of the Company’s total net purchase

Supplier	Net purchase for the year ended December 31, 2022		% of Total¤		Accounts payable balance as of December 31, 2022		% of Total
A	$	256,664	29	%	$	-	-	%
B	$	110,194	69	%	$	-	-	%
C	$	-	-	%	$	-	-	%

For the year ended December 31, 2021, three suppliers accounted for more than 10% of the Company’s total net purchase

Supplier	Net purchase for year ended December 31, 2021		% of Total		Accounts payable balance as of December 31, 2021		% of Total
A	$	32,876	26	%	$	-	-	%
B	$	71,505	57	%	$	-	-	%
C	$	12,893	10	%	$	-	-	%

Recent Accounting Pronouncements

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

Note 2. LEASE

As of December 31, 2022, the Company has operating lease agreement for its car with remaining lease terms of 39 months, photocopier with remaining lease terms of 45 months, and office lease with remaining lease terms of 24 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%.

F-14

Operating lease expenses were $64,972 and $54,482 for the years ended December 31, 2022 and 2021, respectively.

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

Lease Cost	Year ended December 31, 2022			Year ended December 31, 2021
Operating lease cost (included in general and administrative expenses in the Company’s statement of operations)	$	38,947			29,582

Other Information
Right-of-use assets obtained in exchange for new operating leases liabilities		72,495			113,592
Cash paid for amounts included in the measurement of lease liabilities for the year ended		38,947			29,582
Weighted average remaining lease term – operating leases (in years)		3.00			3.08
Average discount rate – operating lease		2.44	%		2.44	%

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

	December 31, 2022		December 31, 2021
Operating leases
Right-of-use assets, net	$	115,884	$	85,419

Operating lease liabilities	$	115,884	$	85,419

The future minimum lease payment schedule as follows:

For the y ear s end ing December 31,
2023	37,854
2024	37,854
2025	35,683
2026	9,322
Total lease payments	120,713
Less: Interest	(4,829	)
Total	115,884

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 year ended December 31, 2022, and had negative working capital and accumulated deficit as of December 31, 2022. 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.

Note

. 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.

As of December 31, 2022 and 2021, the Company has paid $1,013,541 and $1,030,000 to Shuang Hua, respectively, and are recorded as other long-term assets. Due to Covid-19 in 2020, the Company has not started its business plan with the exclusive copyright and distribution agreement.

The amount paid has been fully impaired as of December 31, 2022.

F-15

Note

. RELATED PARTY TRANSACTIONS

Related parties of the Company during the years ended December 31, 2022 and 2021 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 December 31, 2022 and 2021, there were $277,080 and $30,858 advance outstanding, respectively. The Company has agreed that the outstanding balances bear 0% interest rate and are due upon demand after thirty days of written notice by the director and shareholder.

On July 8, 2021, the Company issued the 90,000,000 shares of common stock to convert $59,219 owed to Mr. Yang.

Mr. Yang advanced $433,300

to the Company as working capital, and the Company repaid $185,644

to Mr. Yang for the

year

ended D

ecem

ber 31, 2022.

Mr. Yang advanced $216,467 to the Company as working capital, and the Company repaid $294,508 to Mr. Yang for the year ended December 31, 2021.

Note

. 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

months. The term loan is subject to an interest charge at 1% per annum for the first 9 months of the term loan; interest charges on the term loan from 10

to 60

is 3.5% per annum.

On September 30, 2020, TWD 2,000,000 (approximately $71,833) term loan was granted to the Company for employee salary with repayment period of

months. The term loan is subject to an interest charge at 1.5% per annum for the first 9 months of the term loan; interest charges on the term loan from 10

to 60

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

interest charge at 1% per annum for the first 8 months of the term loan; interest charges on the term loan from 9

to 60

is 1.9% per annum.

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

to 60

is 2% per annum.

As of December 31, 2022, the outstanding balance of the term loan is $184,509, of which $68,498 i

s due within one year and classified as short term, and $116,012 is due after one year, and has classified as long term, respectively.

F-16

As of December 31, 2021, the outstanding balance of the term loan is $284,180, of which $80,047 is due within one year and classified as short term, and $204,133 is due after one year, and has classified as long term.

Interest expenses were $4,558 and $3,142 for the years ended December 31, 2022 and 2021, respectively.

Note

. 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.

Common Stock

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

On July 8, 2021, the Company issued 75,000,000 shares of Common Stock at $0.001 per share to convert outstanding debt owed to Co-Innovation Group Limited in the amount of $75,000.

On July 8, 2021, the Company issued 15,000,000 shares of Common Stock at $0.001 per share to convert outstanding debt owed to World Capital Holding Ltd in the amount of $15,000.

On March 31, 2021, the Company’s board of directors and stockholders authorized a reverse stock split of its outstanding common stock at a ratio of 1-for-1000 without any change in the par value per share which became effective on April 7, 2021 upon approval by FINRA. The number of shares and price per share in the financial statements have been retrospectively adjusted accordingly to reflect this reverse stock split.

On March 16, 2021, the authorized shares of common stock were increased from 75,000,000 to 575,000,000 shares and the par value remains at $0.001.

F-17

Warrants

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, 2021		-	$	-		-
Granted		200,000		2.00		4.98
Exercised		-		-		-
Expired		-		-		-
Warrants outstanding at December 31, 2022		200,000	$	2.00		4.98
Warrants exercisable at December 31, 2022		200,000	$	2.00		4.98

Note

. STOCK BASED COMPENSATION

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.

F-18

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

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 $1,231 and $nil for the years ended December, 2022 and 2021, respectively.

Note

. INCOME TAXES

United States

EOS, Inc. is incorporated in the United States of America and is subject to United States federal taxation at tax rate of 21%. No provisions for income taxes have been made as the Company has no taxable income for the period. As of December 31, 2022, the Company had net operating loss carry forwards of $1,314,134

that may be available to reduce future years’ taxable income. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements as their realization is determined not likely to occur and, accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. No tax benefit has been realized since a 100% valuation allowance has offset deferred tax asset resulting from the net operating losses.

British Virgin Islands

EOS International Inc. is incorporated in British Virgin Islands and are not required to pay income tax.

Taiwan

The subsidiary of EOS Inc. and Emperor Star is incorporated in Taiwan. According to the amendments to the “Taiwan Income Tax Act” enacted by the office of the President of Taiwan on February 7, 2018, statutory income tax rate increased from 17% to 20% and undistributed earning tax decreased from 10% to 5%, effective from January 1, 2018.

People’s Republic of China (“PRC”)

Under the Enterprise Income Tax (“EIT”) Law of the PRC, the standard EIT rate is 25%. The PRC subsidiary of the Company is subject to PRC income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which they operate. No provision for income taxes have been made as Maosong had no taxable income as of and for the year ended December 31, 2022.

F-19

Provision for income tax consists of the following:

	Years Ended December 31,
	2022			2021
Current income tax (benefit)
U.S.	$	-		$	-
Taiwan		(10,093	)		16,592
PRC		-			-
Sub total		(10,093	)		16,592

Deferred income tax
Deferred tax assets for NOL carry-forwards		284,605			58,003
Valuation allowance		(284,605	)		(58,003	)
Other adjustments		(10,093	)		-
Net changes in deferred income tax (benefit)		-			-
Total income tax provision	$	(10,093	)	$	16,592

The Company has an income tax benefit of $

10,093

which was an

adjustment of

over estimated tax expense from prior year.

The net loss before income taxes and its provision for income taxes as follows:

`	Years Ended December 31,
	2022			2021
Net loss before income tax		(1,922,252	)		(1,084,973	)
Statutory tax rate		15	%		20	%
Income tax provision		(284,605	)		(216,995	)
Valuation allowance		284,605			58,003
Non-taxable income		-			180,283
Other adjustments		(10,093	)		(4,699	)
Income tax expenses, net		(10,093	)		16,592

Significant components of the Company’s deferred taxes assets as follows:

	Years Ended December 31,
Deferred tax assets:	2022			2021
Net operating loss carry-forwards		284,605			235,488
Less: Valuation allowance		(284,605	)		(235,488	)
Deferred tax assets, net		-			-

Note

. 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.

F-20

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.

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 1

. SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date which the financial statements are available to be issued. All subsequent events requiring recognition as of December 31, 2022 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.”

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures

Definition and Limitations of Disclosure Controls and Procedures

We conducted an evaluation of the effectiveness of our “disclosure controls and procedures” (“Disclosure Controls”), as defined by Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, 2020, the end of the year covered by this annual report on Form 10-K. The Disclosure Controls evaluation was done under the supervision and with the participation of management, including our chief executive officer and chief financial officer, who is the same person. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon this evaluation, our chief executive officer and chief financial officer concluded that, due to our limited internal audit function and our very limited staff, our disclosure controls were not effective as of December 31, 2020, such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the chief executive officer/chief financial officer, as appropriate to allow timely decisions regarding disclosure. This Annual Report does not include an attestation report of the Company’s registered accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC.

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act. Our management is also required to assess and report on the effectiveness of our internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Management assessed the effectiveness of our internal control over financial reporting as of July 31, 2018. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. During our assessment of the effectiveness of internal control over financial reporting as of December 31, 2022, management identified material weaknesses related to (i) our internal audit functions (ii) inadequate levels of review of the financial statements, (iii) a lack of segregation of duties within accounting functions and (iv) the absence of any independent directors. Therefore, our internal controls over financial reporting were not effective as of December 31, 2022.

Management has determined that our internal controls contain material weaknesses due to the absence of segregation of duties, as well as lack of qualified accounting personnel and excessive reliance on third party consultants for accounting, financial reporting and related activities. The lack of any separation of duties, with the same person, who is our only employee who serves as both chief executive officer and chief financial officer, and who does not have an accounting background and serves on a part-time basis, makes it unlikely that we will be able to implement effective internal controls over financial reporting in the near future.

Due to our size and nature, segregation of all conflicting duties is not possible. However, to the extent possible, we plan to implement procedures to assure that the initiation of transactions, the custody of assets and the recording of transactions will be performed by separate individuals if and when we have sufficient income to enable us to hire such individuals, and we cannot give any assurance that we will be able to hire such personnel. Our financial condition makes it difficult for us to implement a system of internal controls over financial reporting.

Until we generate significantly greater revenues and employ accounting personnel, it is doubtful that we will be able implement any system which provides us with any degree of internal controls over financial reporting. Due to the nature of this material weakness in our internal control over financial reporting, there is more than a remote likelihood that misstatements which could be material to our annual or interim financial statements could not be prevented or detected.

A material weakness (within the meaning of PCAOB Auditing Standard No. 5) is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Attestation Report of the Independent Registered Public Accounting Firm

This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Our management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the Dodd-Frank Act that permanently exempted smaller reporting companies from the auditor attestation requirement.

Item 9B. Other Information.

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Director and Executive Officer of the Company

The following table sets forth certain information regarding our current executive officers and directors as of

March 27, 2023:

Name	Age	Position

He-Siang Yang	71	Chief Executive Officer (CEO), Chief Financial Officer, President, Secretary, Treasurer and Chairman of the Board
Yu-Cheng Yang	43	Director and General Manager
Lai-Chen Kwok	79	Director

The term of office of each director of the Company ends at the next annual meeting of the Company’s stockholders or when such director’s successor is elected and qualifies. No date for the next annual meeting of stockholders is specified in the Company’s Bylaws or has been fixed by the Board of Directors. The term of office of each officer of the Company ends at the next annual meeting of stockholders, or when such officer’s successor is elected and qualifies.

The following information sets forth the background and business experience of our directors and executive officers.

He-Siang Yang, CEO, Chief Financial Officer, President, Secretary, Treasurer and Director

On April 3, 2017, Mr. Yang was appointed as the Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director of the Company.

From 2009 through 2015, Mr. Yang served as the president of U-Power in Taipei, Taiwan. Mr. Yang performed those duties normally associated with a president, including, but not limited to business development, management and business oversight. From 2015 to the present, Mr. Yang has been the president of EOS Trading Company Limited, a Hong Kong company.

From April 2021 to present, Mr. Yang has been the director of Co-Innovation Limited Inc., a British Virgin Island company. Both of these companies

are

in the business of trading of consumer products, including supplements, and green technology-related products.

Mr. Yang obtained a Bachelor of Science degree in mathematics from the National Taiwan Ocean University in Taiwan. On April 3, 2017,

Yu Cheng Yang, Director and General Manager

From 2009 through 2015, Mr. Yang was on the board of directors of and employed as a General Manager of U-Power Co., located in Taipei, Taiwan, which was in the business of developing e-commerce platforms and related server maintenance. Mr. Yang’s duties with U-Power Co. were the development, implementation and management of various business policies. Currently, Mr Yang also serves as sole director of EITB.

In April, 2015, Mr. Yang became the President and sole director of the Company. On April 3, 2017, Mr. Yang resigned as President, Secretary and Treasurer of the Company. Mr. Yang is also the sole director of EITB.

From 2018 through present, serves as the General Manager of Emperor Star

International Trade Co., Ltd.

Mr. Yang graduated from Jin Wen University of Science and Technology in 2003 with a bachelor’s degree in Hotel Management.

Lai Chen Kwok, Director

On April 3, 2017, M

. Kwok was appointed as a Director of the Company. From 2008 through 2015, Mr. Kwok served as a financial planner at Prudential Hong Kong Limited, a Hong Kong insurance company.

. Kwok obtained a Bachelor of the Arts degree in English from the Overseas Chinese University, a private university in Taiwan.

Employment Agreements

The Company does not have any employment agreements with any of its employees.

Term of Office

Family Relationships

There are no family relationships between or among any of our directors or executive officers or persons nominated or chosen by us to become directors or executive officers.

Director Independence

Our board of directors has reviewed the independence of our directors and has determined that we have no independent directors pursuant to Rule 5605(a)(2) of Nasdaq and applicable SEC rules and regulations. In making this determination, our board of directors considered the relationships that each of our directors has with us and all other facts and circumstances our board of directors deemed relevant in determining their independence.

Board Committees

Our board of directors has no separately designated committees and our board members carry out the functions of both an audit committee and a compensation committee. We do not have an audit committee financial expert serving on our board of directors. Due to our limited financial resources, we are not in a position to retain an independent director with the qualifications to serve as an audit committee financial expert at this time.

Risk Oversight

Our board of directors will oversee a company-wide approach to risk management. Our board of directors will determine the appropriate risk level for us generally, assess the specific risks faced by us and review the steps taken by management to manage those risks. While our board of directors will have ultimate oversight responsibility for the risk management process, its committees will oversee risk in certain specified areas.

Until we have established our compensation committee of our board of directors, our board of directors will be responsible for overseeing the management of risks relating to our executive compensation plans and arrangements, and the incentives created by the compensation awards it administers. Until we have established our audit committee, our board of directors will oversee management of enterprise risks and financial risks, as well as potential conflicts of interests. Our board of directors will be responsible for overseeing the management of risks associated with the independence of our board of directors.

Code of Ethics

The Company has not adopted a Code of Ethics.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, or in the past three years has served, as a member of the board of directors or compensation committee of another entity that has one or more executive officers serving on our board of directors or the compensation committee. No member of our compensation committee has any other business relationship or affiliation with us other than his or her service as a director.

Nominations to the Board of Directors

General

— Our directors take a critical role in guiding our strategic direction and oversee the management of the Company. Our board of directors’ candidates are considered based upon various criteria, such as their broad-based business and professional skills and experiences, a global business and social perspective, concern for the long-term interests of the shareholders, diversity, and personal integrity and judgment. In addition, directors must have time available to devote to our board of directors’ activities and to enhance their knowledge of our business. Accordingly, we seek to attract and retain highly qualified directors who have sufficient time to attend to their substantial duties and responsibilities to our Company.

No Compensation to Directors.

No director has received any cash or other compensation for serving as a director, and we do not plan to pay any cash or other compensation to any person for serving as a director. Our directors are entitled to reimbursement for reasonable out-of-pocket expenses incurred in connection with our business. Our Board of Directors may award special remuneration to any director undertaking any special services on our behalf, other than services ordinarily required of a director.

Code of Ethics; Financial Expert

We do not have a Code of Ethics. We do not have a financial expert on our Board of Directors.

Committees of the Board of Directors

Concurrent with having sufficient members and resources, our Board of Directors will establish an audit committee and a compensation committee. The audit committee will review the results and scope of the audit and other services provided by the independent auditors and review and evaluate our system of internal controls. The compensation committee will manage any stock option plan we may establish and review and recommend compensation arrangements for our officers. No final determination has yet been made as to the memberships of these committees or when we will have sufficient members and resources to establish those committees.

Potential Conflicts of Interest

As we do not have an audit committee or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. Thus, there is a potential conflict of interest, in that our directors and officers have the authority to determine issues concerning management compensation and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executive officers or directors.

We plan to adopt a code of ethics that obligates our directors, officers and employees to disclose potential conflicts of interest and prohibits those persons from engaging in such transactions without our consent.

Term of Office

Each of our directors is appointed to hold office until the next annual meeting of our stockholders or until his or her respective successor is elected and qualified, or until he or she resigns or is removed in accordance with the applicable provisions of Nevada law. Our officers are appointed by our Board of Directors and hold office until removed by our Board of Directors or until their resignation.

Audit Committee Financial Expert

Our current directors act as our audit committee. The current directors are not independent. An informal search is under way to identify a suitable candidate for service on the Board of Directors as an independent director who would be qualified as an audit committee financial expert.

Audit Committee

We have not yet formed an audit committee, and all of our directors currently act as our audit committee. At the present time, we believe that our directors are capable of analyzing and evaluating our consolidated financial statements and understanding internal controls and procedures for financial reporting. The Company, however, recognizes the importance of good corporate governance and intends to add additional directors to the Board of Directors and appoint an audit committee comprised entirely of independent directors, including at least one financial expert.

Section 16(a) Beneficial Ownership Reporting Compliance

Under Section 16(a) of the Exchange Act, our directors and certain of our officers, and persons holding more than 10 percent of our common stock are required to file forms reporting their beneficial ownership of our common stock and subsequent changes in that ownership with the United States Securities and Exchange Commission.

Based solely upon a review of copies of such forms filed on Forms 3, 4, and 5 furnished to us, we believe that during the year ended December 31, 2022, our executive officers and directors were not in compliance with all Section 16(a) filing requirements.

Limitation on Liability and Indemnification of Directors and Officers

Our articles of incorporation provide that no director or officer shall have any liability to the Company if that person acted in good faith and with the same degree of care and skill as a prudent person in similar circumstances.

Our articles of incorporation and bylaws provide that we will indemnify our directors and officers and may indemnify our employees or agents to the fullest extent permitted by law against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices or positions with us. However, nothing in our articles of incorporation or bylaws protects or indemnifies a director, officer, employee or agent against any liability to which that person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of that person’s office or position. To the extent that a director has been successful in defense of any proceeding, the Nevada Revised Statutes provide that the director shall be indemnified against reasonable expenses incurred in connection with the proceeding.

Item 11. Executive Compensation.

EXECUTIVE SUMMARY COMPENSATION TABLE BY THE COMPANY

The following table sets forth the compensation paid or accrued by us to our Executive Officers for the fiscal years ended December 31, 2022 and 2021.

Name and Principal Position	Year		Salary FY ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)

He Siang Yang,		2022		60,459				-		-		-		-		-		60,459
CEO, CFO, President, Secretary,		2021		59,091		-		-		-		-		-		-		59,091
Treasurer, and Director

Yu Cheng Yang,		2022		161,225		6,718		-		-		-		-		-		167,943
Director and General Manager		2021		173,692		7,163		-		-		-		-		-		180,855

Equity Compensation Plans, Bonus Plans

As of December 31, 2022, we had no equity incentive plans outstanding. We have no Compensation Committee.

Pension Benefits

As of December 31, 2022, we did not have any defined benefit pension plans.

Nonqualified Deferred Compensation

We do not maintain any nonqualified deferred compensation plans.

Debt Securities

We have no debt securities outstanding.

Repurchase Programs

There is currently no share repurchase program pending.

Director Compensation

The directors do not receive any compensation. Directors are reimbursed for reasonable expenses incurred in attending meetings and carrying out duties as board members.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following sets forth information as of March 27, 2023

regarding the number of shares of our Common Stock beneficially owned by (i) each person that we know beneficially owns more than 5% of our outstanding Common Stock, (ii) each of our directors and named executive officer and (iii) all of our directors and named executive officers as a group.

The amounts and percentages of our Common Stock beneficially owned are reported on the basis of SEC rules governing the determination of beneficial ownership of securities. Under the SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has the right to acquire beneficial ownership within 60 days through the exercise of any stock option, warrant or other right, and the conversion of preferred stock. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Unless otherwise indicated, each of the shareholders named in the table below, or his or her family members, has sole voting and investment power with respect to such shares of our Common Stock. Except as otherwise indicated, the address of each of the shareholders listed below is: c/o EOS Inc,

4F-1, No.5, Qingdao E. Rd., Zhongzheng Dist., Taipei City 100008 Taiwan (Republic of China).

Name and Address of Beneficial Owner	Common Stock Beneficially Owned		Percentage of Common Stock Beneficially owned (1)
Officers and directors as a group
Yu Cheng Yang		30,000		0.02	%
He Siang Yang		10,000		0.01	%
Lai Chen Kwok		901		0.00	%
All officers and directors as a group (3 person)		40,901		0.03	%
5% or more shareholders
Co-Innovation Group Limited		150,000,000		83.31	%
World Capital Holding Ltd.		30,000,000		16.66	%
Total		180,040,901		100	%

Beneficial ownership percentages are calculated based on shares of common stock issued and outstanding and is based on a total of

183,781,560

shares of common stock that were issued and outstanding as of March 27, 2023.

Beneficial ownership is determined in accordance with Rule 13d-3 of the Exchange Act. The number of shares beneficially owned by a person includes shares of common stock underlying options or warrants held by that person that are currently exercisable or exercisable within 60 days of

March 27, 2023

. The shares issuable pursuant to the exercise of those options or warrants are deemed outstanding for computing the percentage ownership of the person holding those options and warrants but are not deemed outstanding for the purposes of computing the percentage ownership of any other person. The persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite that person’s name, subject to community property laws, where applicable, unless otherwise noted in the applicable footnote.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Related Party Transactions

Related parties of the Company during the years ended December 31, 2022 and 2021 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

On July 8, 2021, the Company issued the 90,000,000 shares of common stock to convert $59,219 owed to Mr. Yang.

Mr. Yang advanced $353

,000

to the Company as working capital, and the Company repaid $106

,778

to Mr. Yang for the years ended December 31, 2022.

Mr. Yang advanced $216,467 to the Company as working capital, and the Company repaid $294,508 to Mr. Yang for the year ended December 31, 2021.

Directors Independence

Our Board of Directors is composed of three members, who do not qualify as independent directors in accordance with the published listing requirements of the NASDAQ rules. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the directors, not any of his or her family members has engaged in various types of business dealings with us. In addition, our Board of Directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. If our Board of Directors made these determinations, our Board of Directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

Item 14. Principal Accounting Fees and Services.

Summary of Principal Accounting Fees for Professional Services Rendered

The Company’s Board of Directors reviews and approves audit and permissible non-audit services performed by its independent registered public accounting firm, as well as the fees charged for such services. In its review of non-audit service and its appointment of Onestop Assurance PAC as our independent registered public accounting firm, the Board considered whether the provision of such services is compatible with maintaining independence. The following table shows the fees for the fiscal years ended December 31, 2022 and 2021:

	Year Ended December 31, 2022		Year Ended December 31, 2021
Audit Fees	$	45,000		53.000
Audit Related Fees		-		--- - -
Tax Fees		-		1,000
All Other Fees		-		-
Total	$	45,000		54.000

The SEC requires that before our independent registered public accounting firm is engaged by us to render any auditing or permitted non-audit related service, the engagement be either: (i) approved by our audit committee or (ii) entered into pursuant to pre-approval policies and procedures established by the audit committee, provided that the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee’s responsibilities to management.

Pre-Approval Policies and Procedures

We do not have an audit committee. Our Board pre-approves all services provided by our independent registered public accounting firm. All of the above services and fees during the fiscal years ended June 30, 2022 and 2021 were reviewed and approved by our Board before the respective services were rendered.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a)

Exhibits

The following exhibits are included herewith:

Exhibit Number		Description
3.1		Articles of Incorporation of the Company, filed with the Secretary of State of the State of Nevada on April 3, 2015(+)
3.2		Bylaws of the Company (1)
3.3		Certificate of Amendment, filed with the Secretary of State of the State of Nevada on August 18, 2015(+)
3.4		Certificate of Correction, filed with the Secretary of State of the State of Nevada on September 28, 2015 (+)
3.5		Certificate of Change, filed with the Secretary of State of the State of Nevada on March 16, 2021(+)
3.6		Certificate of Amendment, filed with the Secretary of State of the State of Nevada on April 7, 2021(+)
3.7		Certificate of Designation, filed with the Secretary of State of the State of Nevada on August 19, 2021(+)
10.1		Termination Agreement, by and between the Company and AsiaSonic Industrial Company Co. LTD, dated March 30, 2023(+)
31.1/31.2		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(+)
32.1/32.2		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act(+)
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith

	(1)	Incorporated by reference to Exhibit 3.3 to the Company’s Form S-1 filed on September 10, 2015.
	***	XBRL (Extensible Business Reporting Language) information is furnished and not filed herewith, is not a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

Item 16. 10-K Summary.

Not applicable.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	EOS Inc.

Dated: March 31, 2023	By:	/s/ He-Siang Yang
		He-Siang Yang
		Chief Executive Officer, Chief Financial Officer

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacities and on the dates indicated.

EOS Inc.

Signature	Title	Date

/s/ He-Siang Yang	Principal Executive Officer, Principal Financial Officer, Chairman of the Board	March 31, 2023
He-Siang Yang

/s/ Yu Cheng Yang	Director	March 31, 2023
Yu Cheng Yang

/s/ Lai Chen Kwok	Director	March 31, 2023
Lai Chen Kwok