Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 13-May-15 | |
Document And Entity Information | ||
Entity Registrant Name | Cosmos Holdings Inc. | |
Entity Central Index Key | 1474167 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
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 | Q1 | |
Document Fiscal Year Focus | 2015 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
ASSETS | ||
Cash and equivalents | $284,915 | $446,604 |
Prepaid expenses | 32,500 | 32,500 |
Deposit on pending acquisition | 6,010,955 | 6,733,870 |
TOTAL CURRENT ASSETS | 6,328,370 | 7,212,974 |
Other assets | 10,617 | 9,601 |
Fixed assets, net | 22,850 | 11,993 |
Intangible assets | 1,664 | |
TOTAL ASSETS | 6,363,501 | 7,234,568 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 77,458 | 159,453 |
Salaries payable | 6,000 | 6,000 |
Notes payable, related party | 528,053 | 504,115 |
Taxes payable | 948,468 | 1,091,377 |
TOTAL CURRENT LIABILITIES | 1,559,979 | 1,760,945 |
SHAREHOLDERS' EQUITY | ||
Preferred stock, par value $0.001, authorized 100 million shares, none issued and outstanding at March 31, 2015. | ||
Common stock, par value $0.001, authorized 300 million, 125,585,532 and 125,585,532 issued and outstanding at March 31, 2015 and December 31, 2014, respectively. | 125,586 | 125,586 |
Additional paid-in capital | -257,693 | -257,693 |
Accumulated other comprehensive loss | -1,242,413 | -680,965 |
Retained earnings | 6,178,042 | 6,286,695 |
TOTAL SHAREHOLDERS' EQUITY | 4,803,522 | 5,473,623 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $6,363,501 | $7,234,568 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
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 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Revenues | ||
Revenues | $781,056 | |
Expenses | ||
Direct consulting costs | 18,102 | |
General and administrative expenses | 66,181 | 73,173 |
Net operating income (loss) | -84,283 | 707,883 |
Other income and (expense) | ||
Interest income | 817 | |
Interest expense | -22,025 | |
Interest expense - related party | -3,162 | -2,441 |
Total other income and (expense) | -24,370 | -2,441 |
Income (loss) before income taxes | -108,653 | 705,442 |
Income tax expense | 91,226 | |
Net income (loss) | -108,653 | 614,216 |
Other comprehensive income (loss) | ||
Unrealized foreign currency income (loss) | -561,448 | -56,224 |
NET COMPREHENSIVE INCOME (LOSS) | ($670,101) | $557,992 |
Net income (loss) per share - basic | $0 | $0 |
Net income (loss) per share - dilutive | $0 | $0 |
Weighted average number of shares outstanding - basic | 125,585,532 | 125,585,532 |
Weighted average number of shares outstanding - dilutive | 125,794,018 | 125,651,532 |
CONSOLIDATED_STATEMENT_OF_SHAR
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (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, 2014 | $125,586 | ($257,693) | ($680,965) | $6,286,695 | $5,473,623 |
Beginning Balance, Shares at Dec. 31, 2014 | 125,585,532 | ||||
Foreign currency translation effect | -561,448 | -561,448 | |||
Net income (loss) | -108,653 | -108,653 | |||
Ending Balance, Amount at Mar. 31, 2015 | $125,586 | ($257,693) | ($1,242,413) | $6,178,042 | $4,803,522 |
Ending Balance, Shares at Mar. 31, 2015 | 125,585,532 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | ($108,653) | $614,216 |
Adjustments to reconcile net income (loss) with cash used in operations: | ||
Imputed interest | 2,441 | |
Change in operating assets and liabilities: | ||
Prepaid expenses | 118 | |
Other assets | -1,016 | |
Accounts payable and accrued liabilities | -81,995 | -531,229 |
Taxes payable | 17,146 | 90,978 |
Net cash provided by operating activities | -174,518 | 176,524 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of fixed assets | -10,857 | |
Purchase of intangible assets | -1,664 | |
Net cash used in investing activities | -12,521 | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from related party loans | 70,000 | |
Payment of related party loans | -3,000 | |
Net cash provided by and (used in) financing activities | 67,000 | |
Effects of currency translation on cash and cash equivalents | -41,650 | -56,224 |
NET (DECREASE) INCREASE IN CASH | -161,689 | 120,300 |
Cash at beginning of period | 446,604 | 864,489 |
Cash at end of period | 284,915 | 984,789 |
SUPPLEMENTAL DISCLOSURES | ||
Cash paid for interest | ||
Cash paid for income taxes |
BASIS_OF_PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2015 | |
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 consolidated balance sheet as of March 31, 2015 and unaudited consolidated statements of operations for the three months ended March 31, 2015 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 three month period ended March 31, 2015, are not necessarily indicative of the results that may be expected for the year ending December 31, 2015, or any other period. These unaudited consolidated financial statements and notes should be read in conjunction with the financial statements for each of the two years ended December 31, 2014 and 2013, included in the Company’s Annual Report on Form 10-K. The accompanying unaudited consolidated balance sheet as of December 31, 2014 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 | 3 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Note 2 - INCOME TAXES | At March 31, 2015, the Company’s effective tax rate differs from the US federal statutory tax rate primarily due to a valuation allowance recorded against net deferred tax assets in all jurisdictions in which the Company operates. At March 31, 2014, the Company’s effective tax rate differed from the US federal statutory tax rate primarily due to earnings taxed at the lower income tax rate in Cyprus. |
We regularly review deferred tax assets to assess their potential realization and establish a valuation allowance for portions of such assets to reduce the carrying value if we do not consider it to be more likely than not that the deferred tax assets will be realized. Our review includes evaluating both positive (e.g., sources of taxable income) and negative (e.g., recent historical losses) evidence that could impact the realizability of our deferred tax assets. At March 31, 2015 the Company has a maintained a valuation allowance against all net deferred tax assets in each jurisdiction in which it is subject to income tax. | |
As of March 31, 2015 the Company has no uncertain tax positions recorded in any jurisdiction where it is subject to income tax. The Company has recorded $22,025 of interest and penalties as interest expense for the quarter ended March 31, 2015 in accordance with this policy. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Note 3 - RELATED PARTY TRANSACTIONS | On March 27, 2015, the Company entered into a Loan Agreement with Dimitrios Goulielmos, the Chief Executive Officer and a Director of the Company, pursuant to which the Company borrowed $70,000 from Mr. Goulielmos. The loan will bear an interest rate of 2% per annum and is due and payable in full on December 15, 2015. |
On December 29, 2014, the Company entered into a Loan Agreement with Dimitrios Goulielmos, the Chief Executive Officer and a director of the Company, pursuant to which the Company borrowed $100,000 from Mr. Goulielmos. The Loan bears interest at the rate of 2% per annum and will be due and payable in full on June 30, 2015. The Company has accrued interest expense of $510 for the quarter ended March 31, 2015. | |
On December 29, 2014, the Company borrowed $3,000 from Dimitrios Goulielmos, the Chief Executive Officer and a director of the Company. The loan was non-interest bearing and was repaid in full in January 2015. | |
On November 21, 2014, SkyPharm entered into a Loan Agreement with Dimitrios Goulielmos, the Chief Executive Officer and a director of the Company, pursuant to which the Borrower borrowed €330,000 ($358,053) from Mr. Goulielmos. The Loan will bear an interest rate of 2% per annum and will be due and payable in full on May 11, 2015. The Company has accrued interest expense of $3,084 as of March 31, 2015. | |
At December 31, 2014, a $165,000 liability which was owed to GreenEra, Ltd., a company in which our former Chief Executive Officer and Director, Mr. Panagiotis Drakopoulos is a shareholder was reclassified to additional paid in capital. | |
At December 31, 2013, our former Chief Executive Officer and Director, Mr. Panagiotis Drakopoulos, is owed $110,000 in unpaid salaries. At December 31, 2014, $96,500 unpaid salaries were forgiven and the amount was therefore written off. As of March 31, 2015and December 31, 2014, Mr. Drakopoulos was still owed $6,000 | |
Additionally, as of December 31, 2014, $76,592 of unpaid salaries due to Mr. Mavrogiannis, our former Chief Financial Officer were waived forgiven and written off. | |
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 | 3 Months Ended |
Mar. 31, 2015 | |
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 quarters ended March 31, 2015 and March 31, 2014 was $2,906 and $2,906, respectively. |
The offices of Amplerissimo are located in Cyprus for which we paid approximately $110 per month under a one year lease which expired in July 2013 and was renewed through July 2015. Rent expense for the quarters ended March 31, 2015 and March 31, 2014 was $330 and $330, respectively. | |
The offices of SkyPharm are located in Greece for which we paid approximately €4,325 ($5,405) per month under a six year lease commencing September 2014. Rent expense for the quarters ended March 31, 2015 and March 31, 2014 was €12,975 ($14,640) and $0, respectively. |
EARNINGS_PER_SHARE
EARNINGS PER SHARE | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
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: | ||||||||
THREE MONTHS ENDED | |||||||||
March 31, | March 31, | ||||||||
2015 | 2014 | ||||||||
Net income (loss) | $ | (108,653 | ) | $ | 614,216 | ||||
Weighted average common shares outstanding - basic | 125,585,532 | 125,585,532 | |||||||
Option awards | 208,486 | 66,000 | |||||||
Weighted average common shares outstanding - dilutive | 125,794,018 | 125,651,532 | |||||||
Net income (loss) per share - basic and diluted | (0.00 | ) | 0 |
DEPOSIT_ON_PENDING_ACQUISITION
DEPOSIT ON PENDING ACQUISITION | 3 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Note 6 - DEPOSIT ON PENDING ACQUISITION | On August 19, 2014, Amplerissimo Ltd., a company incorporated in Cyprus and a subsidiary of the Company (“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"). Unilog operates a pharmaceutical logistics business in Greece. 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 $7,595,000. As of March 31, 2015, €5,540,000 ($6,010,955) of this purchase price was paid to the Seller by Amplerissimo and is classified as a deposit on pending acquisition on the March 31, 2015 balance sheet. Upon the occurrence of the Closing, Unilog will be an indirect, wholly owned subsidiary of Amplerissimo. The Closing is subject to conditions outside the control of Amplerissimo. If the Closing does not occur by June 30, 2015 for any reason, Amplerissimo is entitled to have the deposit returned to it by Seller. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Note 7 - SUBSEQUENT EVENTS | On April 16, 2015, the Company engaged Hellenic American Securities for consulting services at a rate of $1,000 per month plus 180,000 shares on an annual basis which will be issued quarterly. |
EARNINGS_PER_SHARE_Tables
EARNINGS PER SHARE (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Earnings Per Share Tables | |||||||||
Computations of basic and diluted per share | The computations of basic and diluted per share data were as follows: | ||||||||
THREE MONTHS ENDED | |||||||||
March 31, | March 31, | ||||||||
2015 | 2014 | ||||||||
Net income (loss) | $ | (108,653 | ) | $ | 614,216 | ||||
Weighted average common shares outstanding - basic | 125,585,532 | 125,585,532 | |||||||
Option awards | 208,486 | 66,000 | |||||||
Weighted average common shares outstanding - dilutive | 125,794,018 | 125,651,532 | |||||||
Net income (loss) per share - basic and diluted | (0.00 | ) | 0 |
INCOME_TAXES_Details_Narrative
INCOME TAXES (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income Taxes Details Narrative | ||
Interest expense | $22,025 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2013 | Dec. 31, 2014 | |
Due to Related Parties, Current | $110,000 | ||
GreenEra, Ltd. [Member] | |||
Due to Related Parties, Current | 165,000 | ||
Former Chief Executive Officer [Member] | |||
Unpaid salaries written-off | 96,500 | ||
Due to Related Parties, Current | 6,000 | 6,000 | |
Former Chief Financial Officer [Member] | |||
Unpaid salaries written-off | 76,592 | ||
Loan Agreement [Member] | |||
Accrued interest expense | 510 | ||
Loan Agreement One [Member] | |||
Accrued interest expense | $3,084 |
LEASES_Details_Narrative
LEASES (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Chicago [Member] | ||
Operating Leases, Rent Expense | $2,906 | $2,906 |
Cyprus [Member] | ||
Operating Leases, Rent Expense | 330 | 330 |
Greece [Member] | ||
Operating Leases, Rent Expense | $14,640 | $0 |
EARNINGS_PER_SHARE_Details
EARNINGS PER SHARE (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Earnings Per Share Details | ||
Net income (loss) | ($108,653) | $614,216 |
Weighted average common shares outstanding - basic | 125,585,532 | 125,585,532 |
Option awards | 208,486 | 66,000 |
Weighted average common shares outstanding - dilutive | 125,794,018 | 125,651,532 |
Net income (loss) per share - basic and diluted | $0 | $0 |
DEPOSIT_ON_PENDING_ACQUISITION1
DEPOSIT ON PENDING ACQUISITION (Details Narrative) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Deposit On Pending Acquisition Details Narrative | ||
Deposit on pending acquisition | $6,010,955 | $6,733,870 |