Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 23, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | Cosmos Holdings Inc. | |
Entity Central Index Key | 1,474,167 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
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 | 125,630,532 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
ASSETS | ||
Cash and equivalents | $ 155,868 | $ 446,604 |
Prepaid expenses and other current assets | 32,500 | 32,500 |
Deposit on pending acquisition | 6,213,664 | 6,733,870 |
TOTAL CURRENT ASSETS | 6,402,032 | 7,212,974 |
Other assets | 38,344 | 9,601 |
Property and equipment, net | 39,394 | 11,993 |
TOTAL ASSETS | 6,479,770 | 7,234,568 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | $ 85,918 | 159,453 |
Salaries payable | 6,000 | |
Notes payable, related party - short term | $ 540,128 | 504,115 |
Taxes payable | 1,037,562 | 1,091,377 |
TOTAL CURRENT LIABILITIES | 1,663,608 | $ 1,760,945 |
Notes payable, related party - long term | 50,000 | |
TOTAL LIABILITIES | $ 1,713,608 | $ 1,760,945 |
Commitments and Contingencies (See Note 7) | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively | ||
Common stock, $0.001 par value; 300,000,000 shares authorized; 125,630,532 and 125,585,532 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively | $ 125,631 | $ 125,586 |
Additional paid-in capital | (229,388) | (257,693) |
Accumulated other comprehensive loss | (1,075,113) | (680,965) |
Accumulated deficit | 5,945,032 | 6,286,695 |
TOTAL STOCKHOLDERS' DEFICIT | 4,766,162 | 5,473,623 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 6,479,770 | $ 7,234,568 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
SHAREHOLDERS' EQUITY | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 125,630,532 | 125,585,532 |
Common stock, shares, outstanding | 125,630,532 | 125,585,532 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues | ||||
Revenues | $ 5,778,993 | $ 7,794,216 | ||
OPERATING EXPENSES | ||||
Direct consulting costs | 3,017 | 3,017 | ||
General and administrative expenses | $ 68,156 | $ 189,721 | $ 262,241 | $ 431,155 |
Depreciation expense | 6,996 | 6,996 | ||
TOTAL OPERATING EXPENSES | 75,152 | $ 192,738 | 269,237 | $ 434,172 |
LOSS FROM OPERATIONS | (75,152) | $ 5,586,255 | (269,237) | $ 7,360,044 |
OTHER INCOME (EXPENSE) | ||||
Interest income | 8 | 1,067 | ||
Interest expense - related party | (3,200) | $ (2,495) | (7,836) | $ (7,405) |
Interest expense | (21,842) | (63,520) | (65,453) | (63,520) |
TOTAL OTHER INCOME (EXPENSE) | (25,034) | (66,015) | (72,222) | (70,925) |
LOSS BEFORE INCOME TAXES | (100,186) | 5,520,240 | (341,459) | 7,289,119 |
INCOME TAX EXPENSE | (204) | 770,803 | (204) | 997,183 |
NET INCOME (LOSS) | (100,390) | 4,749,437 | (341,663) | 6,291,936 |
OTHER COMPREHENSIVE INCOME (LOSS) | ||||
Foreign currency translation gain (loss) | 55,764 | (483,030) | (394,148) | (550,844) |
TOTAL OTHER COMPREHENSIVE INCOME (LOSS) | $ (44,626) | $ 4,266,407 | $ (735,811) | $ 5,741,092 |
BASIC NET INCOME (LOSS) PER SHARE | $ 0 | $ 0.04 | $ 0 | $ 0.05 |
DILUTED NET INCOME (LOSS) PER SHARE | $ 0 | $ 0.04 | $ 0 | $ 0.05 |
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING | 125,585,532 | 125,585,532 | 125,611,081 | 125,585,532 |
DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING | 125,793,974 | 125,801,795 | 125,818,867 | 125,803,939 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (341,663) | $ 6,291,936 |
Adjustments to Reconcile Net (Income) Loss to Net Cash Used in Operating Activities: | ||
Imputed interest | $ 7,405 | |
Depreciation expense | $ 6,996 | |
Stock-based compensation | $ 28,350 | |
Changes in Assets and Liabilities: | ||
Accounts receivable | $ (62,030) | |
Prepaid expenses | (39,339) | |
Other assets | $ (28,743) | (4,630) |
Accounts payable and accrued liabilities | (79,535) | (456,080) |
Taxes payable | $ 84,997 | 1,061,679 |
Deferred revenue | (671) | |
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES | $ (329,598) | $ 6,798,270 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of fixed assets | (34,397) | |
NET CASH USED IN INVESTING ACTIVITIES | $ (34,397) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Deposits | $ (7,027,490) | |
Proceeds from related party loans | $ 120,000 | |
Payment of related party loans | (3,000) | |
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | 117,000 | $ (7,027,490) |
Effect of exchange rate changes on cash | (43,741) | (550,844) |
NET DECREASE IN CASH | (290,736) | (780,064) |
CASH AT BEGINNING OF PERIOD | 446,604 | 864,489 |
CASH AT END OF PERIOD | $ 155,868 | $ 84,425 |
Supplemental Disclosure of Cash Flow Information | ||
Cash paid during the period: Interest | ||
Cash paid during the period: Income Tax |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 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 September 30, 2015 and unaudited consolidated statements of operations for the nine and the three months ended September 30, 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 nine and the three month period ended September 30, 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 | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Note 2 - INCOME TAXES | At September 30, 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 September 30, 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 September 30, 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 September 30, 2015 the Company has no uncertain tax positions recorded in any jurisdiction where it is subject to income tax. The Company has recorded $65,453 of interest and penalties as interest expense for the nine months ended September 30, 2015 in accordance with this policy. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Note 3 - RELATED PARTY TRANSACTIONS | On August 17, 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 $50,000 from Mr. Goulielmos. The loan will bear an interest rate of 2% per annum and is due and payable in full on December 15, 2016. The Company has accrued interest expense of $118 as of September 30, 2015. 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. The Company has accrued interest expense of $717 as of September 30, 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 was due and payable in full on September 30, 2015. The maturity date has been extended to December 31, 2015. The Company has accrued interest expense of $1,495 as of September 30, 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 ($367,059) from Mr. Goulielmos. The Loan will bear an interest rate of 2% per annum and will be due and was payable in full on May 11, 2015. The maturity date has been extended to November 11, 2015. The Company has accrued interest expense of $5,537 as of September 30, 2015. At December 31, 2013, our former Chief Executive Officer and Director, Mr. Panagiotis Drakopoulos, was 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 June 30, 2015 the company paid Mr. Drakopoulos the remaining open amount. 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, 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 $710 per month for our office through December 31, 2014. Effective January 1, 2015, the monthly rent expense is $730. Rent expense for the nine and three month periods ended September 30, 2015 was $6,570 and $2,190 and $8,696 and $2,895 for the nine and three month periods ended September 30, 2014, respectively. The lease was terminated effective November 30, 2015 and new lease has been entered into or is contemplated. 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 nine and three month periods ended September 30, 2015 was $770 and $110, respectively and $660 and $330 for the nine and three month periods ended September 30, 2014, respectively. The offices of SkyPharm are located in Greece for which we paid approximately 4,325 ($4,823) per month under a six year lease commencing September 2014. Rent expense and guarantees for the nine and three month periods ended September 30, 2015 was 38,925 ($43,405) and 12,975 ($14,468), respectively and $0 and $0 for the nine and three month periods ended September 30, 2014, respectively. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 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: NINE MONTHS ENDED THREE MONTHS ENDED September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 Net income (loss) $ (341,663 ) $ 6,291,936 $ (100,390 ) $ 4,749,437 Weighted average common shares outstanding - basic 125,611,081 125,585,532 125,585,532 125,585,532 Option awards 207,786 218,407 208,442 216,263 Weighted average common shares outstanding - dilutive 125,818,867 125,803,939 125,793,974 125,801,795 Net income (loss) per share - basic and diluted $ (0.00 ) $ 0.05 $ (0.00 ) $ 0.04 |
DEPOSIT ON PENDING ACQUISITION
DEPOSIT ON PENDING ACQUISITION | 9 Months Ended |
Sep. 30, 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 $7,851,000. As of September 30, 2015, 5,540,000 ($6,213,664) of this purchase price was paid to the Seller by Amplerissimo and is classified as a deposit on pending acquisition on the June 30, 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. Under the agreement for extension entered into as of 18th day of August 2015 if the Closing does not occur by March 30, 2016 for any reason, Amplerissimo is entitled to have the deposit returned to it by Seller. |
COMMON STOCK ISSUANCE
COMMON STOCK ISSUANCE | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Note 7 - COMMON STOCK ISSUANCE | On April 28, 2015, the Company issued 45,000 shares of common stock to Hellenic American Securities for consulting services and has recorded consulting expense of $28,350 for the quarter ended September 30, 2015 based on the average share price on the date of issuance. The terms of the consulting agreement call for payments of $1,000 per month plus 180,000 shares on an annual basis which will be issued quarterly. As of November 19, 2015, this agreement has been terminated due to lack of service. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Note 8 - SUBSEQUENT EVENTS | On November 4, 2015, Dimitrios S. Goulielmos (the "Seller"), a resident of Greece and Chief Executive Officer and a director of Cosmos Holdings Inc. (the "Company"), entered into a Stock Purchase Agreement (the "SPA") with Grigorios Siokas (the "Buyer"), a resident of Greece. Pursuant to the SPA, the Seller has agreed to sell to the Buyer 95,000,000 of the 100,000,000 Common Shares of the Company owned by the Seller. The aggregate purchase price for the shares was $1.00; plus the obligation to repay various debt obligations of the Company, except with respect to the repayment of 200,000 Euro that was loaned by the Seller to Sky Pharm In addition, pursuant to the SPA, the Seller foregave and released the Company and Sky Pharm S.A., Amplerissimo Ltd. ("Sky Pharm"), the Company's subsidiary, from all claims; provided, that contingent upon the repayment of debt obligations, the Company will be forgiven and released from the $220,000 in loans to the Seller and the related accrued interest of $2,330. Sky Pharm will be forgiven and released from the 130,000 ($145,808) in loans to the Seller and the related accrued interest of 1,946 ($2,183). |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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, 2015 September 30, 2014 September 30, 2015 September 30, 2014 Net income (loss) $ (341,663 ) $ 6,291,936 $ (100,390 ) $ 4,749,437 Weighted average common shares outstanding - basic 125,611,081 125,585,532 125,585,532 125,585,532 Option awards 207,786 218,407 208,442 216,263 Weighted average common shares outstanding - dilutive 125,818,867 125,803,939 125,793,974 125,801,795 Net income (loss) per share - basic and diluted $ (0.00 ) $ 0.05 $ (0.00 ) $ 0.04 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Taxes Details Narrative | ||||
Interest expense | $ 21,842 | $ 63,520 | $ 65,453 | $ 63,520 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Loan Agreement Two [Member] | |
Accrued interest expense | $ 1,495 |
Loan Agreement [Member] | |
Accrued interest expense | 118 |
Loan Agreement One [Member] | |
Accrued interest expense | 717 |
Loan Agreement Three [Member] | |
Accrued interest expense | $ 5,537 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Chicago [Member] | ||||
Operating Leases, Rent Expense | $ 2,190 | $ 2,895 | $ 6,570 | $ 8,696 |
Cyprus [Member] | ||||
Operating Leases, Rent Expense | 110 | 330 | 770 | 660 |
Greece [Member] | ||||
Operating Leases, Rent Expense | $ 14,468 | $ 0 | $ 43,405 | $ 0 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share Details | ||||
Net income (loss) | $ (100,390) | $ 4,749,437 | $ (341,663) | $ 6,291,936 |
Weighted average common shares outstanding - basic | 125,585,532 | 125,585,532 | 125,611,081 | 125,585,532 |
Option awards | 208,442 | 216,263 | 207,786 | 218,407 |
Weighted average common shares outstanding - dilutive | 125,793,974 | 125,801,795 | 125,818,867 | 125,803,939 |
Net income (loss) per share - basic and diluted | $ 0 | $ 0.04 | $ 0 | $ 0.05 |
DEPOSIT ON PENDING ACQUISITION
DEPOSIT ON PENDING ACQUISITION (Details Narrative) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Deposit On Pending Acquisition Details Narrative | ||
Deposit on pending acquisition | $ 6,213,664 | $ 6,733,870 |
COMMON STOCK ISSUANCE (Details
COMMON STOCK ISSUANCE (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Common Stock Issuance Details Narrative | ||
Consulting expense | $ 28,350 |