Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 13, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'Cosmos Holdings Inc. | ' |
Entity Central Index Key | '0001474167 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 125,585,532 |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2014 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
ASSETS | ' | ' |
Cash and equivalents | $84,425 | $864,489 |
Accounts receivable | 62,030 | ' |
Prepaid expenses | 39,774 | 435 |
Deposit | 7,027,490 | ' |
Other assets | 6,756 | 2,126 |
TOTAL ASSETS | 7,220,475 | 867,050 |
CURRENT LIABILITIES | ' | ' |
Accounts payable and accrued expenses | 81,605 | 530,185 |
Unearned revenues | ' | 671 |
Salaries payable | 179,092 | 186,592 |
Notes payable, related party | 165,000 | 165,000 |
Taxes payable | 1,099,965 | 38,286 |
TOTAL CURRENT LIABILITIES | 1,525,662 | 920,734 |
SHAREHOLDERS' EQUITY | ' | ' |
Preferred stock, par value $0.001, authorized 100 million shares, none issued and outstanding at September 30, 2014. | ' | ' |
Common stock, par value $0.001, authorized 300 million, 125,585,532 and 125,585,532 issued and outstanding at September 30, 2014 and December 31, 2013, respectively. | 125,586 | 125,586 |
Additional paid-in capital | -425,188 | -432,593 |
Accumulated other comprehensive (loss) income | -539,525 | 11,319 |
Retained earnings | 6,533,940 | 242,004 |
TOTAL SHAREHOLDERS' EQUITY (DEFICIT) | 5,694,813 | -53,684 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $7,220,475 | $867,050 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
SHAREHOLDERS' EQUITY | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 125,585,532 | 125,585,532 |
Common stock, shares, outstanding | 125,585,532 | 125,585,532 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Revenues | ' | ' | ' | ' |
Revenues | $5,778,993 | ' | $7,794,216 | ' |
Expenses | ' | ' | ' | ' |
Direct consulting costs | 3,017 | 63,011 | 3,017 | 552,835 |
General and administrative expenses | 189,721 | 16,330 | 431,155 | 20,225 |
Net operating income (loss) | 5,586,255 | -79,341 | 7,360,044 | -573,060 |
Other income and (expense) | ' | ' | ' | ' |
Interest expense | -63,520 | -421 | -63,520 | -421 |
Interest expense - related party | -2,495 | -72 | -7,405 | -72 |
Total other income and (expense) | -66,015 | -493 | -70,925 | -493 |
Income (loss) before income taxes | 5,520,240 | -79,834 | 7,289,119 | -573,553 |
Income tax expense | 770,803 | ' | 997,183 | ' |
Net income (loss) | 4,749,437 | -79,834 | 6,291,936 | -573,553 |
Other comprehensive income (loss) | ' | ' | ' | ' |
Unrealized foreign currency income (loss) | -483,030 | -17,702 | -550,844 | -14,461 |
NET COMPREHENSIVE INCOME (LOSS) | $4,266,407 | ($97,536) | $5,741,092 | ($588,014) |
Net income (loss) per share - basic | $0.04 | $0 | $0.05 | ($0.01) |
Net income (loss) per share - dilutive | $0.04 | $0 | $0.05 | ($0.01) |
Weighted average number of shares outstanding - basic | 125,585,532 | 100,634,352 | 125,585,532 | 100,282,193 |
Weighted average number of shares outstanding - dilutive | 125,801,795 | 100,634,352 | 125,803,939 | 100,282,193 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT) (Unaudited) (USD $) | Common Stock, Par Value $0.001 | Additional Paid-In Capital | Other Comprehensive Income (Loss) | Retained Earnings | Total |
Beginning Balance, Amount at Dec. 31, 2013 | $125,586 | ($432,593) | $11,319 | $242,004 | ($53,684) |
Beginning Balance, Shares at Dec. 31, 2013 | 125,585,532 | ' | ' | ' | ' |
Imputed interest | ' | 7,405 | ' | ' | 7,405 |
Foreign currency translation effect | ' | ' | -550,844 | ' | -550,844 |
Net income (loss) | ' | ' | ' | 6,291,936 | 6,291,936 |
Ending Balance, Amount at Sep. 30, 2014 | $125,586 | ($425,188) | ($539,525) | $6,533,940 | $5,694,813 |
Ending Balance, Shares at Sep. 30, 2014 | 125,585,532 | ' | ' | ' | ' |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' |
Net income (loss) | $6,291,936 | ($573,553) |
Adjustments to reconcile net income (loss) with cash used in operations: | ' | ' |
Imputed interest | 7,405 | ' |
Change in operating assets and liabilities: | ' | ' |
Accounts receivable | -62,030 | ' |
Prepaid expenses | -39,339 | ' |
Other assets | -4,630 | ' |
Accounts payable and accrued liabilities | -456,080 | 570,843 |
Taxes payable | 1,061,679 | ' |
Deferred revenue | -671 | 500,240 |
Net cash provided by operating activities | 6,798,270 | 497,530 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Deposits | -7,027,490 | ' |
Cash acquired upon reverse merger | ' | 18,148 |
Net cash provided by and (used in) financing activities | -7,027,490 | 18,148 |
Foreign currency translation effect | -550,844 | -14,461 |
NET (DECREASE) and INCREASE IN CASH | -780,064 | 501,217 |
Cash at beginning of period | 864,489 | ' |
Cash at end of period | 84,425 | 501,217 |
SUPPLEMENTAL DISCLOSURES | ' | ' |
Cash paid for interest | ' | ' |
Cash paid for income taxes | ' | ' |
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITY | ' | ' |
Liabilities assumed in reverse merger, net of cash acquired | ' | $313,514 |
BASIS_OF_PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2014 | |
Notes to Financial Statements | ' |
Note 1 - BASIS OF PRESENTATION | ' |
The terms “COSM,” “we,” “the Company,” and “us” as used in this report refer to Cosmos Holdings Inc. The accompanying unaudited condensed consolidated balance sheet as of September 30, 2014 and unaudited condensed consolidated statements of operations for the nine and three months ended September 30, 2014 and 2013 have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management of COSM, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine and three month periods ended September 30, 2014, are not necessarily indicative of the results that may be expected for the year ending December 31, 2014, or any other period. These unaudited condensed consolidated financial statements and notes should be read in conjunction with the financial statements for each of the two years ended December 31, 2013 and 2012, included in the Company’s Annual Report on Form 10-K. The accompanying unaudited condensed consolidated balance sheet as of December 31, 2013, has been derived from the audited financial statements filed in our Form 10-K and is included for comparison purposes in the accompanying balance sheet. Certain prior year amounts have been reclassified to conform to current year presentation. |
INCOME_TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2014 | |
Notes to Financial Statements | ' |
Note 2 - INCOME TAXES | ' |
The Company’s effective tax rate differs from the U.S. federal statutory rate primarily due to earnings taxed at the lower foreign tax rate in Cyprus. Our wholly-owned Cypriot subsidiary, Amplerissimo, has taxable income in Cyprus, where the statutory corporate income tax rate is 12.5%. | |
Prior to the acquisition of Amplerissimo, the Company had net operating losses in the U.S. which, although offset by a valuation allowance due to the uncertainty of profitable operations in the future, were available to be applied to future taxable income (if any). However, the Internal Revenue Code (“IRC“) Section 382 limits the amount of net operating loss carry-forwards that can be utilized upon a change in control. Future tax benefits of net operating loss carryforwards generated in the U.S. by the Company represent the primary component of the Company’s deferred tax assets. Under Accounting Standards Codification (“ASC”) 740 “Accounting for Income Taxes”, the Company evaluates at every reporting period whether the benefit of such losses will more likely than not be realized. Based on the Company’s history of taxable losses in the U.S. and the potential annual limitation on future utilization if it is determined that a change in ownership as defined in IRC 382 has occurred, the Company has determined that it is not more likely than not that the tax benefit of such losses will be realized prior to their expiration. At September 30, 2014, the Company had maintained a full valuation allowance against its net deferred tax assets. | |
The Company applied the “more-likely-than-not” recognition threshold to all tax positions taken or expected to be taken in a tax return, which resulted in no unrecognized tax benefits as of September 30, 2014. | |
The Company has elected to classify interest and penalties that would accrue according to the provisions of relevant tax law as interest and other expense, respectively. | |
The Company’s tax years since inception through 2014 remain open to examination by most taxing authorities. | |
The Company’s foreign subsidiary Amplerissimo recognized significant earnings in the third quarter, of which € 5,540,000 ($7,027,490) has been paid in connection with a pending acquisition as described in Note 6. As such, the Company is asserting its position under ASC 740-30-25-17 that the investment in its foreign subsidiary is essentially permanent in duration. No deferred tax liability has been recorded on the outside basis difference of the foreign subsidiary primarily driven by Amplerissimo’s cumulative earnings of $7,645,531. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2014 | |
Notes to Financial Statements | ' |
Note 3 - RELATED PARTY TRANSACTIONS | ' |
At September 30, 2014, we owed $165,000 to GreenEra, Ltd., a company in which our former Chief Executive Officer and Director, Mr. Panagiotis Drakopoulos is a shareholder. | |
At September 30, 2014, our former Chief Executive Officer and Director, Mr. Panagiotis Drakopoulos, is owed $102,500 in unpaid salary. | |
Additionally, we owe $76,592 to Mr. Mavrogiannis, our former Chief Financial Officer in unpaid salary. | |
We believe that all related party transactions were on terms at least as favorable as we would have secured in arm’s-length transactions with third parties. Except as set forth above, we have not entered into any material transactions with any director, executive officer, and promoter, beneficial owner of five percent or more of our common stock, or family members of such persons. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2014 | |
Notes to Financial Statements | ' |
Note 4 - LEASES | ' |
The Company conducts its operations from an office located in Chicago, Illinois for which we paid rent of approximately $307 per month through November 2013. In December 2013 we moved our office to another location in Chicago Illinois. Beginning in February 2014, we paid rent of approximately $709 per month for our office. Rent expense for the nine and three month periods ended September 30, 2014 was $8,696 and $2,895, respectively, and $2,473 and $926 for the nine and three month periods ended September 30, 2013, respectively. |
EARNINGS_PER_SHARE
EARNINGS PER SHARE | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Notes to Financial Statements | ' | ||||||||||||||||
Note 5 - EARNINGS PER SHARE | ' | ||||||||||||||||
Basic net income (loss) per share is computed by dividing net income (loss) attributable to the Company, decreased with respect to net income or increased with respect to net loss by dividends declared on preferred stock by using the weighted-average number of common shares outstanding. The dilutive effect of incremental common shares potentially issuable under outstanding options, warrants and restricted shares is included in diluted earnings per share utilizing the treasury stock method. The computations of basic and diluted per share data were as follows: | |||||||||||||||||
Nine months ended | Three months ended | ||||||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Net income (loss) | $ | 6,291,936 | $ | (573,553 | ) | $ | 4,749,437 | $ | (79,834 | ) | |||||||
Weighted average common shares outstanding - basic | 125,585,532 | 100,282,193 | 125,585,532 | 100,634,352 | |||||||||||||
Option awards | 218,407 | - | 216,263 | - | |||||||||||||
Weighted average common shares outstanding - dilutive | 125,803,939 | 100,282,193 | 125,801,795 | 100,634,352 | |||||||||||||
Net income (loss) per share - basic and diluted | 0.05 | (0.01 | ) | 0.04 | (0.00 | ) | |||||||||||
DEPOSIT_ON_PENDING_ACQUISITION
DEPOSIT ON PENDING ACQUISITION | 9 Months Ended |
Sep. 30, 2014 | |
Notes to Financial Statements | ' |
Note 6 - DEPOSIT ON PENDING ACQUISITION | ' |
On August 19, 2014, Amplerissimo entered into a Share Purchase Agreement (the "Purchase Agreement") with B2IN S.A., a corporation organized under the laws of Greece ("B2IN"), Unilog Logistics S.A., a corporation organized under the laws of Greece and a wholly owned subsidiary of B2IN ("Unilog"), and Wilot Limited, a corporation organized under the laws of Cyprus ("Seller"). Subject to the terms, conditions and provisions of the Purchase Agreement, at the closing (the "Closing") of the transactions contemplated by the Purchase Agreement, Amplerissimo will acquire from Seller all of the outstanding capital stock of B2IN for a purchase price of seven million euros (€ 7.000.000) or approximately $8,879,500. €5,540,000 ($7,027,490) of this purchase price was paid to the Seller by Amplerissimo as of September 30, 2014, and is classified as Deposit on the Balance Sheet. Upon the occurrence of the Closing, Unilog will be an indirect, wholly owned subsidiary of Amplerissimo. Unilog operates a pharmaceutical logistics business in Greece. The Closing is subject to conditions outside the control of Amplerissimo. If the Closing does not occur, for any reason. Amplerissimo is entitled to have the Deposit returned to it by Seller. |
REVENUE_RECOGNITION
REVENUE RECOGNITION | 9 Months Ended |
Sep. 30, 2014 | |
Notes to Financial Statements | ' |
Note 7 - REVENUE RECOGNITION | ' |
We consider revenue recognizable when persuasive evidence of an arrangement exists, the price is fixed or determinable, goods or services have been delivered, and collectability is reasonably assured. These criteria are assumed to have been met if a customer orders an item, the goods or services have been shipped or delivered to the customer, and we have sufficient evidence of collectability, such a payment history with the customer. Revenue that is billed and received in advance such as recurring weekly or monthly services are initially deferred and recognized as revenue over the period the services are provided. | |
Our records at September 30, 2014 have been sufficient to satisfy all of the four requirements. Revenue has been recognized for the all amounts billed prior to September 30, 2014, all of which were in respect of services rendered during or prior to July 2013. |
EARNINGS_PER_SHARE_Tables
EARNINGS PER SHARE (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Earnings Per Share Tables | ' | ||||||||||||||||
Computations of basic and diluted per share | ' | ||||||||||||||||
The computations of basic and diluted per share data were as follows: | |||||||||||||||||
Nine months ended | Three months ended | ||||||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Net income (loss) | $ | 6,291,936 | $ | (573,553 | ) | $ | 4,749,437 | $ | (79,834 | ) | |||||||
Weighted average common shares outstanding - basic | 125,585,532 | 100,282,193 | 125,585,532 | 100,634,352 | |||||||||||||
Option awards | 218,407 | - | 216,263 | - | |||||||||||||
Weighted average common shares outstanding - dilutive | 125,803,939 | 100,282,193 | 125,801,795 | 100,634,352 | |||||||||||||
Net income (loss) per share - basic and diluted | 0.05 | (0.01 | ) | 0.04 | (0.00 | ) |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | Sep. 30, 2014 |
Due to Related Parties, Current | $165,000 |
Chief Financial Officer [Member] | ' |
Outstanding salaries | 76,592 |
Chairman and Principal Executive Officer [Member] | ' |
Unpaid salaries | $102,500 |
LEASES_Details_Narrative
LEASES (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Leases Details Narrative | ' | ' | ' | ' |
Rent Expense | $2,895 | $926 | $8,696 | $2,473 |
EARNINGS_PER_SHARE_Details
EARNINGS PER SHARE (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Earnings Per Share Details | ' | ' | ' | ' |
Net income (loss) | $4,749,437 | ($79,834) | $6,291,936 | ($573,553) |
Weighted average common shares outstanding - basic | 125,585,532 | 100,634,352 | 125,585,532 | 100,282,193 |
Option awards | 216,263 | ' | 218,407 | ' |
Weighted average common shares outstanding - dilutive | 125,801,795 | 100,634,352 | 125,803,939 | 100,282,193 |
Net income (loss) per share - basic and diluted | $0.04 | $0 | $0.05 | ($0.01) |
DEPOSIT_ON_PENDING_ACQUISITION1
DEPOSIT ON PENDING ACQUISITION (Details Narrative) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Deposit On Pending Acquisition Details Narrative | ' | ' |
Deposit on pending acquisition | $7,027,490 | ' |