As filed with the Securities and Exchange Commission on September 8, 2015
Registration No.______

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

EOS Inc.
 
                            Nevada                            
                                 2814                                                  
                  30-0873246                       
(State or Other Jurisdiction of Organization) 
(Primary Standard Industrial Classification Code) 
(IRS Employer Identification Number)
 
Room 1106, 11F., No. 101, Section 2, Nanjing E. Road,
Zhongshan District,
Taipei City, 104, Taiwan (Republic of China)
                                                                    Telephone: 886-2-25683278                                                                      
 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Room 1106, 11F., No. 101, Section 2, Nanjing E. Road,
Zhongshan District,
Taipei City, 104, Taiwan (Republic of China)
Telephone: 886-2-25683278 
                                             Email: chopwoodman@gmail.com                                          
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications to:
Stepp Law Corporation
15707 Rockfield Boulevard, Suite 101, Irvine, California 92618
Telephone:  949.660.9700
Fax:  949.660.9010
Attention:  Thomas E. Stepp, Jr.
tes@stepplawgroup.com

Approximate date of commencement of proposed sale to the public: As soon as practicable after the Registration Statement becomes effective. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):
Large Accelerated Filer £                                      Accelerated Filer £
                 Non-accelerated Filer £                                         Smaller Reporting Company T
 
CALCULATION OF REGISTRATION FEE

         
Title of Each Class of Securities to be Registered
Amount to be Registered
Proposed Maximum Offering Price Per Share (1)
Proposed Maximum Aggregate Offering Price
Amount of Registration Fee
Common Stock par value $0.001
10,000,000
$.01
$100,000
$11.62

(1) The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457 under the Securities Act of 1933, as amended.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8, MAY DETERMINE.
 
 
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE COMPANY MAY NOT SELL ITS SECURITIES UNTIL THE REGISTRATION STATEMENT OF WHICH THIS PROSPECTUS IS A PART AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE.  THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE OF THESE SECURITIES IS NOT PERMITTED.
PRELIMINARY PROSPECTUS
Dated September ___, 2015
EOS Inc.
10,000,000 Shares of Common Stock
$0.01 per share

EOS Inc. (“our”, “we”, “us” the “Company) is offering on a best-efforts basis of as many as 10,000,000 shares of its common stock at a price of $0.01 per share. This is the initial offering of our common stock, and no public market exists for the securities being offered. The Company is offering those shares on a “self-underwritten”, best-efforts, basis directly by our sole officer and director. There is no minimum number of shares required to be purchased by any investor. Yu Cheng Yang, our sole officer and director, intends to sell those shares directly. No commission or other compensation related to the sale of those shares will be paid to Mr. Yang or any other person. The intended methods of communication regarding the offer and sale of those shares include, without limitation, telephone and personal contact. Our selling efforts will not include any mass media methods, such as Internet or print media. There can be no assurance that all, or any, of the shares offered will be sold.

The offering shall terminate on the earlier of (i) the date when the sale of all 10,000,000 shares is completed or (ii) two hundred seventy (270) days from the effective date the registration statement of which this prospectus is a part. We are a development stage, start-up company. Any investment in the shares offered herein involves significant risks. You should only purchase shares if you can afford a complete loss of your investment.

We may not sell all 10,000,000 shares offered. There is no minimum number of shares we must sell before we can utilize the proceeds from the purchase of shares. If we do not sell all 10,000,000 shares within the offering period (270 days), we will close the offering and subscription funds will not be returned to subscribers.

In the event we do not sell all 10,000,000 shares offered, the amount of money we receive from the sale of those shares which are, in fact, purchased be minimal and may not be enough to even pay the costs of this offering.

Funds from this offering will be deposited in our corporate bank account in our name. As a result, if we are sued for any reason and a judgment is rendered against us, investors’ subscriptions could be seized in a garnishment proceeding and investors could lose their investments. Investors do not have the right to withdraw invested funds. For more information, see the sections titled “PLAN OF DISTRIBUTION” and “USE OF PROCEEDS” herein.

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, which became law in April, 2012 and will be subject to reduced public company reporting requirements. See “Jumpstart Our Business Startups Act” specified herein.

We are considered a “shell company” under applicable securities rules and subject to additional regulatory requirements as a result, including the inability of our shareholders to sell our shares in reliance on Rule 144 promulgated pursuant to the Securities Act of 1933, as well as additional restrictions. Accordingly, investors should consider our shares to be significantly risky and illiquid investments. Refer to the section entitled “RISK FACTORS” beginning on Page 5.

As of the date of this prospectus, we have not developed or sold any of our products nor have we generated any revenue from operations.

BEFORE INVESTING, YOU SHOULD CAREFULLY READ THIS PROSPECTUS AND, PARTICULARLY, THE RISK FACTORS SECTION, BEGINNING ON PAGE 5.  NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Our common stock is not traded on any public market and, although we intend to apply to have the prices of our common stock quoted on the Over-The-Counter Bulletin Board (“OTCBB”) maintained by the Financial Industry Regulatory Authority (“FINRA”) when the registration statement of which this prospectus is a part is declared effective, there can be no assurance that a market marker will agree to file the necessary documents with FINRA to enable us to participate on the OTCBB, nor can there be any assurance that any application filed by any such market maker for quotation on the OTCBB will be approved.
   
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PROSPECTUS SUMMARY

   
The Company
Our Business
The Company was incorporated in the State of Nevada on April 3, 2015. We are a development stage company with a principal business of marketing and distributing in Taiwan skin care products manufactured by A.C. (USA) Inc., which is located in the City of Industry, California.  Those products consist of masks and serums.
 
We anticipate that we will receive revenue from the distribution and sale of those skin care products.  We plan to market and sell those skin care products to resellers who recognize the needs of the targeted customer and who identify with that customer.  Our strategy will be to target spas, department stores and specialty stores that sell similar skin products.
 
As of the date of this prospectus, we have not sold any of those skin care products nor have we generated any revenue from operations.
Our operations to date have been devoted primarily to start-up and development activities. Our President, Yu Cheng Yang, has performed all of those activities to date, which include the following:
 
· Formation of the Company
· Development of our business plan
· Research regarding marketing methods and strategies, including retail stores, major retail outlets and online sales
· Negotiation of a Distribution Agreement with A.C. (USA) Inc.
 
We will attempt to become operational during the third quarter of operations following the  completion of this offering.  To generate revenue, we must:
 
· Finalize and implement our marketing plan in order to penetrate our targeted market effectively, by using a multifaceted and long term marketing plan that includes long term independent commissioned sales representatives that will work as middle-men between us and any potential retailers or websites that desire to offer those skin care products.  Their responsibilities will include approaching appropriate resellers, attend trade shows and utilize creative marketing techniques to attract retailers to offer those skin care products.  Our long term marketing plan is entirely dependent on future financing and, therefore, may not occur.  Currently, we do not have any engagements, agreements or contracts with independent commissioned sales representatives.
· Design and complete a website, which we plan to utilize with strategic e-commerce retailers.
· Constantly monitor our target market.
· Operate the Company ethically and responsibly.
 
 
 
 
 
Our principal executive offices are located at Room 1106, 11F., No. 101, Section 2, Nanjing E. Road, Zhongshan District, Taipei City, 104, Taiwan (Republic of China).
 
Our phone number is 886-2-25683278.
 
Our fiscal year ends on December 31.
 
As of the date of this prospectus, we have 54,122,997 shares of our $.001 par value common stock issued and outstanding and held by 122 shareholders.  We are registering for sale 10,000,000 shares of our common stock pursuant to the Securities Act of 1933.
 
Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next 12 months.  The financial statements included in the registration statement of which this prospectus is a part do not include any adjustments that might result from the uncertainty about our ability to continue in business.
 
As of July 31, 2015, we had $54,123 in current assets and $150,000 in current liabilities.  Accordingly, our negative working capital position as of July 31, 2015 was $95,877.
 
Currently, we do not have enough cash to finance our operations.
 
We estimate that we need approximately $200,000 to support our operations during the next twelve months. As specified in the Use of Proceeds section, we are attempting to raise $100,000 from this offering.  We believe the maximum proceeds from this offering will not be sufficient to meet our cash requirements for the next 12 months.  Our cash shortfall will be approximately $45,877, $70,877, $95,877 and $120,877, respectively, if we sell 100%, 75%, 50% and 25% of the maximum offering.  We plan to meet any such shortfall through revenue from operations, private placements of our capital stock, and/or loans from Yu Cheng Yang, our sole director.  In that regard, we have a commitment from Yu Cheng Yang, our President and sole director, to lend us as much as $200,000 to fund our operations.  That commitment has no expiration date and any amounts lent to the Company by Mr. Yang will not accrue interest and will be due and payable upon demand by Mr. Yang.
 
Presently, we have 3 employees, which are responsible for all planning, development and operational duties.  Human resource planning will be a part of an ongoing process that will include regular evaluation of our operations.
 
We may hire additional employees at such time as we determine it is appropriate.  We can provide no assurance or guarantee when we will hire additional employees.
 
We have no present plans to be acquired by or to merge with another company, nor do our shareholders have plans to enter into a change of control or similar transaction.
 
 
 
Jumpstart Our Business Startups Act
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The Offering
We are electing to not opt out of the JOBS Act of 2012 extended accounting transition period. This may make our financial statements more difficult to compare to other companies.
 
Pursuant to the JOBS Act of 2012, as an emerging growth company, we can elect to opt out of the extended transition period for any new or revised accounting standards that may be issued by the Public Company Accounting Oversight Board (“PCAOB”) or the Securities and Exchange Commission (the “SEC”). We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the standard for a private company. This may make comparison of our financial statements with any other public company which is not either an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible, as possible different or revised standards may be used.
 
Emerging Growth Company:
 
The JOBS Act of 2012 is intended to reduce the regulatory burden on emerging growth companies. We meet the definition of an emerging growth company, and as long as we qualify as an “emerging growth company,” we will, among other things:
 
· be temporarily exempted from the internal control audit requirements Section 404(b) of the Sarbanes-Oxley Act;
 
· be temporarily exempted from various existing and forthcoming executive compensation-related disclosures, for example: “say-on-pay”, “pay-for- performance”, and “CEO pay ratio”;
 
· be temporarily exempted from any rules that might be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or supplemental auditor discussion and analysis reporting;
 
· be temporarily exempted from having to solicit advisory say-on-pay, say- on-frequency and say-on-golden-parachute shareholder votes regarding executive compensation pursuant to Section 14A of the Securities Exchange Act of 1934, as amended;
 
· be permitted to comply with the SEC’s detailed executive compensation disclosure requirements on the same basis as a smaller reporting company; and
 
· be permitted to adopt any new or revised accounting standards using the same timeframe as private companies (if the standard applies to private companies).
 
We will continue to be an emerging growth company until the earliest of:
 
· the last day of the fiscal year during which we have annual total gross revenues of $1 billion or more;
 
· the last day of the fiscal year following the fifth anniversary of the first sale of our common equity securities in an offering registered pursuant to the Securities Act of 1933, as amended;
 
· the date on which we issue more than $1 billion in non-convertible debt securities during a previous three-year period; or
 
· the date on which we become a large accelerated filer, which generally is a company with a public float of at least $700 million (Securities Exchange Act Rule 12b-2).
 
The following is a brief summary of this offering. Please see the “PLAN OF DISTRIBUTION” section for a more detailed description of the terms of the offering.
Number of Shares Being Offered:
The Company is offering as many as 10,000,000 shares of common stock, par value $0.001
 
Offering Price per share:
 
$.01
 
Offering Period:
The shares are being offered for a period not to exceed 270 days from the effective date of the registration statement of which this prospectus is a part.
 
Net Proceeds to Company:
 If 10,000,000 shares (100%) are sold: $100,000
 If 7,500,000 shares (75%) are sold: $75,000
 If 5,000,000 shares (50%) are sold: $50,000
 If 2,500,000 shares (25%) are sold: $25,000
 
 
 
Use of Proceeds:
 
We intend to use the proceeds to expand our business operations.
 
Number of Shares of our Common Stock Outstanding Before the Offering:
 
54,122,997 shares
 
Number of Shares of our Common Stock Outstanding After the Offering:
 
 If 10,000,000 shares (100%) are sold: 64,122,997 shares
 If 7,500,000 shares (75%) are sold: 61,622,997 shares
 If 5,000,000 shares (50%) are sold: 59,122,997 shares
 If 2,500,000 shares (25%) are sold: 56,622,997 shares
 
Offering Expenses:
 
 
The expenses associated with this offering total approximately $15,750 (excluding filing fees).
 
 
We may not sell all 10,000,000 shares offered. There is no minimum number of shares we must sell before we can utilize the proceeds from the purchase of shares. If we do not sell all 10,000,000 shares within the offering period (270 days), we will close the offering and subscription funds will not be returned to subscribers.

In the event we do not sell all 10,000,000 shares offered, the amount of money we receive from the sale of those shares which are, in fact, purchased be minimal and may not be enough to even pay the costs of this offering.

The offering price of the common stock has no relationship to any objective criterion of value and has been arbitrarily determined. The offering price does not have any relationship to our assets, book value, historical earnings, or net worth.

We will use the proceeds from the offering to pay for accounting fees, legal and professional fees, product design and development, and general working capital.

The Company has not presently engaged an independent stock transfer agent. We have identified several agents to facilitate the processing of stock certificates upon closing of the offering.

The purchase of the common stock in this offering involves significant risks. The common stock offered in this prospectus is for investment purposes only and, currently, no market for our common stock exists. Please refer to the sections herein titled “RISK FACTORS” and “DILUTION” before making an investment in our stock.

Summary Financial Information

The following table sets forth summary financial data derived from our financial statements. The accompanying notes are an integral part of those financial statements and should be read in conjunction with the financial statements, related notes and other financial information included in this prospectus.

There is no trading market for our common stock.  We intend to apply for participation on the Over-the-Counter Bulletin Board (“OTCBB”), and we hope that thereafter such trading market will develop.

We intend to enter into an agreement with a broker-dealer registered with the SEC and a member in good standing of FINRA to assist us in connection with causing the prices of our common stock to be quoted on the OTCBB.  There can be no assurance that any application filed by any sponsoring marker maker for such quotation on the OTCBB will be approved.
5
As of the date of this prospectus, we have not developed or sold any skin care products nor have we generated any revenue from operations.

     
   
April 3, 2015
 (inception)
through
July 31, 2015
 
   
(unaudited)
 
     
     
Revenue:
 
$
-0-
 
Operating Expenses:
       
General & administrative
   
150,000
 
         
Total operating expenses
   
150,000
 
         
         
         
Net Loss
 
$
(150,000
)
         
Net loss per common share, basic and diluted
 
$
(0.00
)
         

RISK FACTORS

Investors should carefully consider the following factors in evaluation our business, operations and financial condition.  Additional risks and uncertainties not presently known to us, that we currently deem immaterial, or that are similar to those faced by other companies in our industry or business in general, such as competitive conditions, may also impair our business operations.  The occurrence of any of the following risks could have a material adverse effect on our business, financial condition and results of operations.

Risks Related To the Company

As we have elected to use the extended transition period for complying with new or revised accounting standards pursuant to the JOBS Act of 2012, our financial statements may not be comparable to public companies that are not emerging growth companies.

Section 107 of the JOBS Act of 2012 provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933 for complying with new or revised accounting standards.  An emerging growth company can, therefore, delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.  We have elected to take advantage of the benefits of this extended transition period.  Our financial statements may, therefore, not be comparable to those of public companies that comply with such new or revised accounting standards.

As a “smaller reporting company,” certain reduced disclosure and other requirements will be available to us after we are no longer an emerging growth company.

We are, also, a “smaller reporting company” pursuant to the Securities Exchange Act of 1934. Some of the reduced disclosure and other requirements available to us as a result of the JOBS Act of 2012 may continue to be available to us after we are no longer an emerging growth company pursuant to the JOBS Act of 2012 but remain a “smaller reporting company” pursuant to the Securities Exchange Act of 1934. As a “smaller reporting company” we are not required to:

· have an auditor report regarding our internal controls of financial reporting pursuant to Section 4(b) of the Sarbanes-Oxley Act;
· present more than two years audited financial statement in our registration statement and annual reports on Form 10-K and present selected financial data in such registration statements and annual reports;
· Make risk factor disclosure in our annual reports of Form 10-K; and
· Make certain otherwise required disclosures in our annual reports on Form 10-K and quarterly reports on Form 10-Q

Our auditor has expressed substantial doubt about our ability to continue as a going concern.

The financial statements included with the registration statement of which this prospectus is a part have been prepared on a going concern basis. We may not be able to generate profitable operations in the future and/or obtain the necessary financing to meet our obligations and pay liabilities arising from normal business operations when they come due. The outcome of these matters cannot be predicted with any certainty at this time. These factors raise substantial doubt that we will be able to continue as a going concern.  We plan to continue to provide for our capital needs through sales of our securities and/or related party advances. Our financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern.
 
Because we are currently considered a “shell company” within the meaning or Rule 12b-2 pursuant to the Securities Exchange Act of 1934, the ability of holders of our common stock to sell their shares may be limited by applicable regulations.

We are, currently, considered a “shell company” within the meaning of Rule 12b-2 pursuant to the Securities Exchange Act of 1934 and Rule 405 pursuant to the Securities Act of 1933, in that we currently have nominal operations and nominal assets other than cash. Accordingly, the ability of holders of our common stock to sell their shares may be limited by applicable regulations.

As a result of our classification as a “shell company,” our investors are not allowed to rely on the “safe harbor” provisions of Rule 144 promulgated pursuant to the Securities Act of 1933 so as not to be considered underwriters in connection with the sale of our securities until one year from the date that we cease to be a “shell company.”  Additionally, as a result of our classification as a shell company:

· Investors should consider shares of our common stock to be significantly risky and illiquid investments;
· We may not register our securities on Form S-8 (an abbreviated form of registration statement);
· Our ability to attract additional funding to sustain our operations may be limited significantly;
· We are required to provide more details disclosure upon completion of a transaction that causes us to cease being a shell company;
· We must file a current report on Form 8-K specifying the information required in a registration statement on Form 10, no later than 4 business days following the completion of the particular transaction taken together with financial information of the private operating company which is a party to that transaction;
· To assist the SEC in the identification of shell companies, we are required to check a box on Form 10-Q and Form 10-K indicating that we are a shell company; and
· To the extent that we are required to comply with additional disclosure because we are a shell company, we may be delayed in executing any merger or requiring other assets that will cause us to cease being a shell company.

We can provide no assurance or guarantee that we will cease to be a “shell company” and, accordingly, we can provide no assurance or guarantee that there will be a liquid market for our shares. Accordingly, investors may not be able to sell our shares and lose their investments in the Company.

The Company’s requirements could exceed the amount of time or level of experience that our sole officer and director may have.

Our success largely depends on the continuing services of our President, Yu Cheng Yang. Our continued success, also, depends on our ability to attract and retain qualified personnel. We believe that Yu Cheng Yang possesses valuable business development and marketing knowledge, experience and leadership abilities that would be difficult in the short term to replicate. The loss of Yu Cheng Yang could harm our operations, business plans and cash flows.

Our business plan does not provide for the hiring of any additional employees until operations will support the expense, which is difficult to estimate. Until then, the responsibility of developing our business, offering and selling the shares offered by this prospectus and fulfilling the reporting requirements of a public company will be performed by Yu Cheng Yang, our sole officer and director. While Yu Cheng Yang has business experience, including management and marketing experience, he does not have experience in connection with the responsibilities of a public company, including serving as a principal accounting officer or principal financial officer. Accordingly, Yu Cheng Yang may not be able to operate our business effectively or generate any revenue from the sale of the skin care products. There can be no assurance that we will be able to attract and hire officers or directors with experience in the skin care products industry to operate our business, in the event that Yu Cheng Yang is otherwise unsuccessful in doing so.

Yu Cheng Yang spends at least 40 hours or more per week on the Company’s operations, or 100% of his time. In the event he is unable to fulfill any aspect of his duties to the Company, we may experience little or no profits and eventual closure of business.
 
As we are a development stage company, we have generated no revenues and do not have an operating history.

The Company was incorporated on April 3, 2015; and we have not yet realized any revenues. We have no operating history upon which an evaluation of our future prospects can be made. Based upon current plans, we expect to incur operating losses in future periods as we incurred significant expenses associated with the initial startup of our business. Further, we cannot guarantee that we will be successful in realizing revenues or in achieving or sustaining positive cash flow at any time in the future. Any such failure could result in the possible closure of our business or force us to seek additional capital from loans or additional sales of our equity securities to continue operations, which would dilute the value of any shares you purchase in this offering.

We don’t have any substantial assets and are totally dependent upon the proceeds of this offering to initially fund our business. If we do not sell the shares in this offering, we will have to seek alternative financing to complete our business plans or abandon them. As of July 31, 2015, we had cash and cash equivalents of $54,123. We don’t have sufficient cash to pay our obligations as they become due. We have enough cash to satisfy our obligations for 3 months.

We have limited capital resources. To date, the Company has financed its operations from limited funding and has not generated any cash from operations. Unless we generate sufficient revenues to finance operations as a going concern, we may experience liquidity and solvency problems. Such liquidity and solvency problems may force the Company to cease operations, if additional financing is not available.

As of July 31, 2015 , we had cash and cash equivalents of $54,123. Our liabilities at July 31, 2015 , totaled $150,000. Our operations to date have been funded by capital contributed by sales of our common stock and loans by Yu Cheng Yang, our President and sole director. We believe that our cash on hand will meet our obligations for approximately 3 months.

We believe that we will need $200,000 to meet our financial obligations for the next 12 months. If we are able to sell the maximum number of shares offered in this offering, we believe we will not have sufficient funds to pay our obligations as they become due. Accordingly, as our cash on hand is $54,123, we require $145,877 to satisfy our financial obligations for the next 12 months.

We anticipate that our source of cash to finance our operations for the next 12 months will be obtained from the proceeds of this offering, private placement of our securities and/or capital contributions or loans by Yu Cheng Yang, our President and sole director. We have a commitment from Mr. Yang, our President and sole director, to lend us as much as $200,000 to fund our operations.  That commitment has no expiration date and any amounts lent to the Company by Mr. Yang will not accrue interest and will be due and payable upon demand by Mr. Yang. Our failure to obtain sufficient funds to continue our operations for the next 12 months could cause a reduction or termination of our operations, which could result in a loss of our shareholders’ investments our common stock.

Our growth strategy contemplated by our business plan may not be achievable or may not result in profitability.

We may not be able to implement the growth strategy contemplated in our business plan soon enough for us to achieve profitability.  Our growth strategy is dependent on a number of factors, including market acceptance of the skin care products and revenue.  We can provide no assurance that potential customers will purchase the skin care products or that those customers will purchase the skin care products at the cost and on the terms assumed in our business plan.
  
Among other things, implementation of our growth strategy would be adversely affected if:
 
·      we are not able to attract sufficient customers to the skin care products we offer, considering the price and other terms required in order for us to attain the level of profitability that will enable us to continue to pursue our growth strategy;

·      adequate penetration of markets at a reasonable cost becomes impossible, in turn limiting the future demand for the skin care products below the level assumed by our business plan;

· we fail to generate revenue sufficient to fund our operations;

·      we are forced to significantly adapt our business plan to meet changes in our markets; and
 
·      for any reason, we are not able to attract, hire, retain and motivate qualified personnel.
 
We can provide no assurance that we will be able to manage our growth effectively or successfully.  Our failure to meet the encountered challenges could cause us to lose money and our shareholders’ investments in us could be lost.

The skin care business is highly competitive, and if we are unable to compete effectively our results will suffer.
 
We face vigorous competition from companies throughout the world, including multinational consumer product companies.  Some of these competitors have greater resources than we do and may be able to respond to changing business and economic conditions more quickly than us.  Competition in the skin care business is based on pricing of products, innovation, perceived value, service to the consumer, promotional activities, advertising, special events, new product introductions, e-commerce initiatives and other activities.  It is difficult for us to predict the timing and scale of our competitors’ actions in these areas.  A consolidation in the retail trade may result in us becoming increasingly dependent on key retailers.  This could result in an increased risk related to the concentration of our customers.  A severe adverse impact on the business operations of our customers could have a corresponding material adverse effect on us.  Our ability to compete also depends on the strength of A.C. (USA) Inc. brands.  In addition, certain of our key retailers will market and sell competing brands or are owned or otherwise affiliated with companies that market and sell competing brands.  Our inability to continue to compete effectively could have an adverse impact on our business.

Our performance depends on market acceptance of skin care products.

The nature of skin care products that the market determines to be desirable and willing to purchase is critically important to our success. We cannot be certain that the skin care products that we intend to offer will be appealing to the market and, as a result, there may not be any demand for those products, our sales could be limited, and we may never realize any revenues. In addition, there are no assurances that if we offer other skin care products in the future, the market’s demand for those other products will develop, and this could adversely affect our business and any possible revenues.

Our business is subject to inherent risks relating to product liability and personal injury claims.

The sale of skin care products involves risks inherent in the manufacturing and distribution of those products, such as with respect to improper labeling and adequacy of warnings.  In addition, product liability claims may be asserted against us with respect to any of the skin care products we sell, and we may be required to pay for damages for any successful product liability claim against us, although with respect to those skin care products we sell, we may have the right under applicable laws, rules and regulations to recover from the manufacturer any compensation we paid to our customers in connection with a product liability claim.  We may also be obligated to recall affected skin care products.  If we are found liable for product liability claims, we could be required to pay substantial monetary damages.  Furthermore, even if we successfully defend ourselves against this type of claim, we could be required to spend significant management, financial and other resources, which could disrupt our business and our reputation.  We, like many other similar companies in Taiwan, do not carry product liability insurance.  As a result, any imposition of product liability could materially harm our business, financial condition and results of operations.  In addition, we do not have any business interruption insurance due to the limited coverage of any available business interruption insurance in Taiwan, and as a result, any business disruption or natural disaster could severely disrupt our business and operations and significantly decrease our revenue and profitability.

Our corporate actions are substantially controlled by Yu Cheng Yang and his father.
 
Our President and sole director, Yu Cheng Yang, and his father beneficially own approximately 74% of the outstanding shares of our common stock as of the date of this prospectus. After the closing of the offering, they will own at least approximately 63% of the then outstanding shares of our common stock.  As a result, they will have significant influence regarding most matters requiring approval by our stockholders. Accordingly, our other shareholders may be limited in their ability to affect change in how we conduct our business.  Mr. Yang and his father will have significant influence in determining the outcome of any corporate transaction or other matters submitted to our shareholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets, the election of directors and other significant corporate actions. In addition to his stock ownership, Mr. Yang is key to our operations and will have significant influence regarding our key decisions. This concentration of ownership and influence over our decision-making may also discourage, delay or prevent a change in control of the Company, which could deprive our other shareholders of an opportunity to receive a premium for their shares as part of a sale of the Company and might reduce the price of our common stock. These actions may be taken even if they are opposed by our other shareholders.
 
We depend on strategic marketing relationships.

We expect our future marketing efforts will focus in part on developing business relationships with companies that seek to augment their businesses by offering our skin care products to their customers. Our inability to enter into and retain strategic relationships, or the inability of such companies to effectively market the skin care products, could materially and adversely affect our business, operating results and financial condition.

A disruption in operations of A.C. (USA) Inc. or our supply of skin care products could adversely affect our business and financial results.
 
As a company engaged in distribution of skin care products, we are subject to the risks inherent in such activities, including industrial accidents, environmental events, strikes and other labor disputes, disruptions in supply chain or information systems, loss or impairment of our supplier, product quality control, safety, increase in commodity prices and energy costs, licensing requirements and other regulatory issues, as well as natural disasters and other external factors over which we have no control.  If such an event were to occur, it could have an adverse effect on our business and financial results.

Changes in the financial or business condition of our supplier could have an adverse effect on our business.

Changes in the financial or business condition of our supplier could subject us to losses or adversely affect our ability to bring skin care products to market.  Further, the failure of our supplier to deliver skin care products in sufficient quantities, in compliance with applicable standards, and in a timely manner could adversely affect our business.  In addition, any increases in the costs of goods and services for our business may adversely affect our profit margins if we are unable to pass along any higher costs in the form of price increases or otherwise achieve cost efficiencies in our operations.

Our success depends, in part, on the quality, efficacy and safety of the skin care products.
 
Our success depends on the quality, efficacy and safety of the skin care products.  If our products are found to be defective or unsafe, our product claims are found to be deceptive, or our products otherwise fail to meet our consumers’ expectations, our relationships with customers could suffer, the appeal of one or more of the skin care products could be diminished, and we could lose sales and/or become subject to liability or claims, any of which could result in a material adverse effect on our business, results of operations and financial condition.

The prolonged downturn in the global economy could materially and adversely affect our business and results of operations.

The current global market and economic conditions are unprecedented and challenging, with recessions occurring in most major economies. Continued concerns about the systemic impact of potential long-term and wide-spread recession, energy costs, geopolitical issues, and the availability and cost of credit have contributed to increased market volatility and diminished expectations for economic growth around the world. The difficult economic outlook has negatively affected businesses and consumer confidence and contributed to volatility of unprecedented levels. We cannot provide any assurance that our operations will not be materially and adversely affected by these conditions. If our operations are so affected, we may not be profitable and you could lose your investment in our shares.

We may not maintain sufficient insurance coverage for the risks associated with our business operations.

Risks associated with our business and operations include, but are not limited to, claims for wrongful acts committed by our officers, directors, and other representatives, the loss of intellectual property rights, the loss of key personnel and risks posed by natural disasters. Any of these risks may result in significant losses. We do not carry business interruption insurance. In addition, we cannot provide any assurance that our insurance coverage is sufficient to cover any losses that we may sustain, or that we will be able to successfully claim our losses under our insurance policies on a timely basis or at all. If we incur any loss not covered by our insurance policies, or the compensated amount is significantly less than our actual loss or is not timely paid, our business, financial condition and results of operations could be materially and adversely affected.
 
We do not have “key man” life insurance policies for any of our key personnel. If we were to obtain “key man” insurance for our key personnel, of which there can be no assurance, the amounts of such policies may not be sufficient to pay losses experienced by us as a result of the loss of any of those personnel.

Material weaknesses in our internal controls and financial reporting may limit our ability to prevent or detect financial misstatements or omissions.  As a result, our financial reports may not be in compliance with U.S. GAAP.  Any material weakness, misstatement or omission in our financial statements will negatively affect the market and the price of our stock, which could result in significant loss to our investors.

Our current management has no experience managing and operating a public company, and we rely in many instances on the professional experience and advice of third parties. Therefore, we may, in turn, experience “weakness” and potential problems in implementing and maintaining adequate internal controls as required under Section 404 of the “Sarbanes-Oxley” Act. This “weakness” also includes a deficiency, or combination of deficiencies, in internal controls 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. If we fail to achieve and maintain the adequacy of our internal controls, as such requirements are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act.  Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to help prevent financial fraud.  If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.
Pursuant to Section 404 of the Sarbanes-Oxley Act, we are required to include in our annual reports our assessment of the effectiveness of our internal control over financial reporting as of the end of our fiscal years.  We have not yet completed any assessment of the effectiveness of our internal control over financial reporting.  We expect to incur additional expenses and diversion of management’s time as a result of performing the system and process evaluation, testing and remediation required in order to comply with the management certification.

As we are an emerging growth company and have elected not to opt out of the extended transition period created by the provisions of the JOBS Act of 2012, during that transition period, our independent auditor shall not attest to, and report on, the assessment made by our management regarding the effectiveness of our internal control structure and procedures for financial reporting.

Until we register a class of our securities pursuant to Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”), we will only be subject to the periodic reporting obligations imposed by Section 15(d) of the Exchange Act.

Until such time as we register a class of our securities pursuant to Section 12 of the Exchange Act, we will only be subject to the periodic reporting obligations imposed by Section 15(d) of the Exchange Act. Accordingly, we will not be subject to the proxy rules, short-swing profit provisions, going-private regulation, beneficial ownership reporting, the majority of the tender offer rules and the reporting requirements of the Exchange Act.

We will become subject to the periodic reporting requirements of the Exchange Act, which will require us to incur audit fees and legal fees in connection with preparation of reports.  These additional costs could reduce or eliminate our ability to operate profitability.

Following the effective date of this registration statement of which this prospectus is a part, we will be required to file periodic reports with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder.  In order to comply with these requirements, our independent registered public accounting firm will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis.  Moreover, our legal counsel will have to review and assist in the preparation of such reports. In order for us to be compliant with our reporting requirements of the Exchange Act, we will require future revenues to pay the cost of the required filings, which could comprise a substantial portion of our available cash resources.

We estimate that the cost to be compliant for 12 months, by filing all necessary forms in a timely manner, will be approximately $15,750. The principal costs we anticipate for the next 12 months related to becoming a public reporting company will be for retaining an independent accounting firm (approximately $8,000) and attorneys (approximately $5,000) to assist with the preparation of our financial statements and our disclosures for inclusion with our public filings.
We have included that amount in the $15,750 which we anticipate that we will need to satisfy our financial obligations for the next 12 months.

If we are able to sell the maximum number of shares offered, we will experience a capital deficiency to pay such estimated expenses. There can be no assurances that we will be able to acquire capital from any other source to pay for these expenses. If we are unable to generate sufficient revenues to remain in compliance, it may be difficult for you to resell any shares you may purchase, if at all. These costs will, obviously, be expenses of our operations and, therefore, have a negative effect on our ability to pay our other costs and expenses and earn a profit.

Our reporting obligations pursuant to Section 15(d) of the Exchange Act may be suspended automatically if we have fewer than 300 shareholders of record on the first day of our fiscal year.

As long as our common stock is not registered pursuant to the Exchange Act, our obligations to file reports pursuant to Section 15(d) of the Exchange Act will be automatically suspended if, on the first day of any fiscal year (other than a fiscal year in which a registration statement pursuant to the Securities Act of 1933 has been declared effective), we have fewer than 300 shareholders of record. This suspension is automatic and does not require any filing with the SEC. In such event, we may cease providing periodic reports, and current or periodic information, including operational and financial information, may not be available with respect to our results of operations. Additionally, as a result, if the prices of our common stock are then quoted on the OTC Bulletin Board, those prices will cease to be so quoted, which would have a material adverse effect on our investors’ ability to sell shares of our common stock and our ability to attract new investors.

Risks Related To This Offering

We are conducting this offering without an underwriter and may be unable to sell any shares. Unless we are successful in selling the shares and receiving the proceeds from this offering, we may have to seek alternative financing to implement our business plan.

This offering is self-underwritten on a best-efforts basis. No broker-dealer has been or will be retained as an underwriter to sell the offered shares. There are no commitments to purchase any of the shares in this offering. We intend to sell those shares through our sole officer and director, Yu Cheng Yang, who will receive no commissions. He will offer the shares to friends, relatives, acquaintances and business associates; however, there is no guarantee that he will be able to sell any of those shares. Our selling efforts will not include any mass media methods, such as Internet or print media. Mr. Yang has no experience in selling securities to potential investors.  There can be no assurance that all, or any, of the shares offered will be sold. Funds from this offering will be deposited in our corporate bank account in our name. As a result, if we are sued for any reason and a judgment is rendered against us, investors’ subscriptions could be seized in a garnishment proceeding and investors could lose their investments. Investors do not have the right to withdraw invested funds. As this offering is a direct public offering and is being conducted without an underwriter, there is a probability that we may be unable to sell any of the offered shares, as we do not have the access and connections to the investors and markets that an underwriter usually possesses. If we are unable to sell all or any of the offered shares, we will not be able to raise the capital we need and may have difficulty with implementing our business plan.

We may not sell all of the shares offered and, in that event, we may not receive funds sufficient to conduct our operations or pay our offering expenses.

We may not sell all 10,000,000 shares offered by this prospectus. Additionally, there is no minimum number of shares we must sell before we can utilize the proceeds from the purchase of shares. If we do not sell all 10,000,000 shares within the offering period (270 days), we will close the offering and subscription funds will not be returned to subscribers. In the event we do not sell all of those 10,000,000 shares, the amount of funds we receive from the sale of those shares we do sell may be minimal and may not allow us to continue our operations or even pay the costs of this offering.
 
Investors in this offering will have a substantial risk of loss due to immediate dilution.

Yu Cheng Yang, our sole director and officer, acquired 30,000,000 shares of our common stock at a price of $.001 per share.  The remaining 24,122,997 shares of our outstanding stock were sold at a price of $.001 per share. Upon the sale of the common stock offered hereby, the investors in this offering will experience an immediate “dilution.” Therefore, the investors in this offering will have an increased portion of the risk of loss. Additional sales of the Company’s common stock in the future could result in further dilution. Please refer to the section titled “DILUTION” herein.
 
  There has been no independent valuation of our common stock, which means that our common stock may be worth less than the purchase price.

The per share purchase price of our common stock has been arbitrarily determined by us without independent valuation of that common stock. The prices per share in the recent sales of our common stock was $.001, and were not based on perceived market value, book value, or other established criteria and have no relationship the price per share in this offering. We did not obtain an independent appraisal opinion regarding the valuation of our common stock. Accordingly, our common stock may have a value significantly less than the offering price, and our common stock may never obtain a value equal to or greater than the offering price.

Risks Related to our Common Stock

We are an “emerging growth company,” and any decision on our part to comply with certain reduced disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors. When we lose that status, there will be an increase in the costs and demands placed upon management.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act enacted in April 2012, and, for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote regarding executive compensation, and stockholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revise accounting standards.

An emerging growth company can, therefore, delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.  We have elected to take advantage of the benefits of this extended transition period.  Our financial statements may, therefore, not be comparable to those of companies that comply with such new or revised accounting standards.  We could be an emerging growth company for up to five years, although, if the market value of our common stock that is held by non-affiliates exceeds $700 million during that five-year period or we issue more than $1 billion of non-convertible debt during a 3 year period, we would cease to be an “emerging growth company”. We cannot predict if investors will determine that our common stock is less desirable, if we choose to rely on these exemptions. If some investors determine that our common stock less desirable, as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock and our stock price may be more volatile.

When we lose emerging growth company status, we expect the costs and demands placed upon management to increase, as we would have to comply with additional disclosure and accounting requirements, particularly if our public float should exceed $75 million.

Currently, there is no public market for our common stock, and there can be no assurance that any public market will ever develop or that our common stock will be quoted for trading and, even if quoted, it will probably be subject to significant price fluctuations.  We anticipate our common stock may be quoted on the OTCBB, which may result in limited liquidity and the inability of our stockholders to maintain accurate price quotations of our common stock.

Prior to the date of this prospectus, there has not been any established trading market for our common stock, and there is currently no public market whatsoever for our common stock.  After the registration statement of which this prospectus is a part is declared effective we intend to retain a broker-dealer registered with the SEC and a member in good standing of FINRA to file an application with FINRA, so as to enable the quotation for the prices of our common stock on the OTCBB. The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter (OTC) securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. Market makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. As of the date of this prospectus, there have been no discussions or understandings between us or anyone acting on our behalf with any market maker regarding participation in a future trading market for our securities. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your shares will not have a quantifiable value and it may be difficult, if not impossible, to ever sell your shares, resulting in an inability to realize any value from your investment.
 
There can be no assurance as to whether any market maker will file that application or if that application will be accepted by FINRA.  We are not permitted to file such application on our own behalf.  If that application is accepted, there can be no assurance as to whether any market for our common stock will develop or the prices at which our common stock will trade.  If that application is accepted, we cannot predict the extent to which investor interest in us will result in the development of an active, liquid trading market.  Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.

In addition, it is probable that our common stock will not be followed by any market analysts, and there may be few institutions acting as market makers for our common stock.  Either of these factors could adversely affect the liquidity and trading price of our common stock.  Until an orderly market develops in our common stock, if ever, the price at which it trades will probably fluctuate significantly.  No assurance can be given that an orderly or liquid market will develop for our common stock.  Because of the anticipated low price of our common stock, many brokerage firms may not be willing to effect transactions in our common stock.
 
If a market price for our common stock should develop, that market price for our common stock may be volatile and subject to significant fluctuations in response to factors including the following:

· liquidity of the market for our shares of common stock;
· actual or anticipated fluctuations in our operating results;
· sales of substantial amounts of our common stock, or the perception that such sales might occur;
· changes in financial estimates by securities research analysts;
· changes in the economic performance or market valuations of other companies in our industry;
· announcements by us or our competitors of acquisitions, strategic partnerships, joint ventures or capital commitments;
· addition or departure of key personnel;
· fluctuations of exchange rates between foreign currencies and the U.S. dollar;
· our dividend policy; and
· general economic or political conditions.
 
Our operating results may decline below the expectations of our investors.  In that event, the market price of our common stock, if any, would likely be materially adversely affected, and the value of our common stock may decline.  In addition, the securities market has, from time to time, experienced significant price and volume fluctuations that are not related to the operating performance of particular companies.  These market fluctuations may, also, materially and adversely affect the market price of our common stock, if any.
 
Volatility in our common share price may subject us to securities litigation.
 
The market for our common stock, if one develops, may be characterized by significant price volatility, and we expect that our share price may be more volatile than a seasoned issuer for the indefinite future.  In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities.  We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert our management's attention and resources.
Certain provisions of Nevada law provide for indemnification of our officers and directors at our expense and limit their liability, which may result in a major cost to us and damage the interests of our shareholders, because our resources may be expended for the benefit of our officers and/or directors.

Applicable Nevada law provides for the indemnification of our directors, officers, employees, and agents, under certain circumstances, for attorney’s fees and other expenses incurred by them in any litigation to which they become a party resulting from their association with us or activities on our behalf.  We will also pay the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person’s promise to repay us, if it is ultimately determined that any such person shall not have been entitled to indemnification.  This indemnification policy could result in substantial expenditures by us, which we will be unable to recover.

We have been advised that, in the opinion of the SEC, indemnification for liabilities occurring pursuant to federal securities laws is against public policy as expressed in the Securities Act of 1933 and, therefore, unenforceable.  In the event that a claim for indemnification against these types of liabilities, other than the payment by us of expenses incurred or paid by a director, officer, or controlling person in the successful defense of any action, lawsuit, or proceeding, is asserted by a director, officer, or controlling person in connection with our securities being registered, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the issue of whether such indemnification by us is against public policy as expressed in the Securities Act of 1933, and we will be governed by the final adjudication of such issue.  The legal process relating to this matter, if it were to occur, probably will be very costly and may result in us receiving negative publicity, either of which factors would probably materially reduce the market and price for our common stock, if such a market ever develops.

Any market that develops for our common stock will be subject to the penny stock restrictions, which will create a lack of liquidity and make trading difficult or impossible.

SEC Rule 15g-9 establishes the definition of a “penny stock,” for purposes relevant to us, as an equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions.  It is probable that our common stock will be considered to be a penny stock for the immediately foreseeable future.  This classification severely and adversely affects the market liquidity for our common stock.  For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker-dealer approve a person’s account for transactions in penny stocks, and the broker-dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased.

To approve a person’s account for transactions in penny stocks, the broker-dealer must obtain financial information, investment experience and objectives of that person and make a reasonable determination that transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker-dealer must, also, deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth:

· the basis on which the broker-dealer made the suitability determination, and

· that the broker-dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure, also, has to be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissions payable to, both, the broker-dealer and the registered representative, current quotations for the securities, and the rights and remedies available to an investor in cases of fraud in penny stock transactions.  Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Because of these regulations, broker-dealers may desire to not engage in the necessary paperwork and disclosures and encounter difficulties in their attempt to sell our common stock, which may affect the ability of the selling shareholders or other holders to sell our common stock in the secondary market and have the effect of reducing trading activity in the secondary market of our common stock.  These additional sales practice and disclosure requirements could impede the sale of our common stock, if and when our common stock becomes publicly traded.  In addition, the liquidity of our common stock may decrease, with a corresponding decrease in the price of our common stock.  Our common stock, in all probability, will be subject to such penny stock rules for the foreseeable future and our shareholders will, quite probably, have difficulty selling our common stock.
 
We intend to not pay dividends on our common stock.

We have not paid any dividends on our common stock, and we have no plans to pay dividends on our common stock in the foreseeable future.

We intend to retain earnings, if any, to provide funds for the operation of our business.  Therefore, there can be no assurance that holders of our common stock will receive any additional cash, stock or other dividends on their shares of our common stock until we have funds which our Board of Directors determines can be allocated to dividends.  Investors that require liquidity should also not invest in our common stock.   There is no established trading market for our common stock and should one develop, it will likely be volatile and subject to minimal trading volumes.

Because we can issue additional shares of common stock, purchasers of our common stock may experience dilution.

We are authorized to issue 75,000,000 shares of $.001 par value common stock.  At present, there are 54,122,997 shares of our common stock issued and outstanding.  After the offering, there will be a maximum of 64,122,997 shares of our common stock issued and outstanding.  Our Board of Directors has the authority to cause us to issue additional shares of common stock without consent of any of our stockholders.  We anticipate that we may be required to raise additional capital to finance our operations, and that capital may be raised by the sale of additional shares of our common stock.  Consequently, upon the sale of additional shares of our common stock, our stockholders will experience dilution in the ownership of our common stock.

One of the effects of the existence of unissued and unreserved common stock may be to enable our Board of Directors to issue shares of our common stock to persons friendly to current management, which issuance could render more difficult or discourage in attempt to obtain control of our Board of Directors by merger, tender offer, proxy contests, or otherwise, and thereby protect the continuity of our management and possibly deprive our stockholders of opportunities to sell their shares of our common stock at prices higher than prevailing market prices.

If a market develops for our common stock, sales of our common stock in reliance on Rule 144 may reduce prices in that market by a material amount.

All of the outstanding shares of our common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933.  As restricted securities, those shares may be resold only pursuant to an effective registration statement or pursuant to the requirements of Rule 144 or other applicable exemptions from registration under that act and as required under applicable state securities laws.  Rule 144 provides in essence that an affiliate (i.e., an officer, director, or control person) who has held restricted securities for a prescribed period may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed 1.0% of the issuer’s outstanding common stock.  The alternative average weekly trading volume during the four calendar weeks prior to the sale is not available to our shareholders, as the OTCBB (if and when the prices of our common stock are quoted thereon) is not an “automated quotation system” and, accordingly, market based volume limitations are not available for securities quoted only on the OTCBB.

Pursuant to the provisions of Rule 144, there is no limit on the number of restricted securities that may be sold by a non-affiliate (i.e., a stockholder who has not been an officer, director or control person for at least 90 consecutive days before the date of the proposed sale) after the restricted securities have been held by the owner for a prescribed period.  A sale under Rule 144 or under any other exemption from the Securities Act of 1933, if available, or pursuant to registration of shares of our common stock held by our stockholders, may reduce the price of our common stock in any market that may develop.

Any trading market that may develop for our common stock may be restricted, because of state securities “Blue Sky” laws which prohibit trading absent compliance with individual state laws.

Transfers of our common stock may, also, be restricted under the securities laws promulgated by various states and foreign jurisdictions, commonly referred to as “Blue Sky” laws.  Absent compliance with such laws, our common stock may not be traded in such jurisdictions.  Because the shares of our common stock registered hereunder have not been registered for resale under the “Blue Sky” laws of any state, the holders of such shares and persons who desire to purchase such shares in any trading market that might develop in the future, should be aware that there may be significant state “Blue Sky” law restrictions upon the ability of investors to sell and purchasers to purchase such shares.  These restrictions prohibit the secondary trading our common stock.  We currently do not intend and may not be able to qualify securities for resale in those states which do not offer manual exemptions and require securities to be qualified before they can be resold by our shareholders.  Accordingly, investors should consider the secondary market for our securities to be limited.
 
Risks Relating to Doing Business Outside of the United States

Because our headquarters are located outside of the U.S. and the skin care products will be sold outside of the U.S., we are subject to the risks of doing business internationally, including periodic foreign economic downturns and political instability, which may adversely affect our sales and cost of doing business in Taiwan.

Foreign economic downturns may affect our results of operations in the future.  Additionally, other facts relating to the operation of our business outside of the U.S. may have a material adverse effect on our business, financial condition and results of operations, including:

· international economic and political changes;
· the imposition of governmental controls or changes in government regulations, including tax laws, regulations and treaties;
· changes in, or impositions of, legislative or regulatory requirements on skin care businesses and companies;
· compliance with U.S. and international laws involving international operations, including the Foreign
Corrupt Practices Act and export control laws;
· difficulties in achieving headcount reductions due to unionized labor and works councils;
· restrictions on transfers of funds and assets between jurisdictions; and
· geo-political instability.

As we continue to operate our business globally, our success will depend in part, on our ability to anticipate and effectively manage these risks.  The impact of any one or more of these factors could materially adversely affect our business, financial condition and results of operations.

We face substantial political risks associated with doing business in Taiwan, particularly due to domestic political events and the tense relationship between the Republic of china and the People’s Republic of China that could negatively affect the value of your investment.

Our principal executive offices and substantially all of our assets are located in Taiwan.  In addition, substantially all of our revenues are derived from our operations in Taiwan.  Accordingly, our business, financial condition and results of operations and the market price of our common shares may be affected by changes in Republic of China governmental policies, taxation, inflation or interest rates and by social instability and diplomatic and social developments in or affecting Taiwan.

For example, in 2006 a mass movement formed calling for the resignation of the president of Taiwan over a series of alleged corruption scandals and staged dramatic protests.  In addition, Taiwan has a unique international political status.  Since 1949, Taiwan and mainland China have been separately governed.  The People’s Republic of China, or PRC, claims that it is the sole government tin China and that Taiwan is part of China.  Although significant economic and cultural relations have been established during recent years between the Republic of China and the PRC, relations have often been strained.  The PRC government has refused to renounce the use of military force to gain control over Taiwan.  Furthermore, the PRC government passed an Anti-Secession Law in March 2005, which authorizes non-peaceful means and other necessary measures should Taiwan move to gain independence from the PRC.  In February 2006, the president of Taiwan ceased activities in the country’s National Unification Council, a committee established to assist Taiwan in its efforts to reunite with the PRC.  Such cessation is commonly viewed as having a detrimental effect on relations between the two countries.  Past developments in relations between the Republic of China and the PRC have on occasion depressed the market prices of the securities of the companies in the Republic of China.  Relations between the Republic of China and the PRC and other factors affecting military, political or economic conditions in Taiwan could materially and adversely affect our financial condition and results of operations, as well as the market price and the liquidity of other securities.

Adverse changes in the political and economic policies of China could have a material and adverse effect on the overall economic growth of China, which could reduce the demand for the skin care products and materially and adversely affect our competitive position.

The Chinese economy differs from the economies of most developed countries in many respects, including the amount of government involvement, the level of development, the growth rate, the control of foreign exchange and the allocation of resources.  Additionally, the Chinese government exercises significant control over China’s economic growth through the allocation of resources, control of the incurrence and payment of foreign currency-denominated obligations, setting of monetary policy and provision of preferential treatment to particular industries or companies.  Changes in any of these policies, laws and regulations could adversely affect the overall economy in China or the skin care products industry, in which we operate, which could harm our business.  While the Chinese economy has grown significantly in the past 30 years, the growth has not been consistent.  Recently, the occurrence of certain events has caused a significant downturn in the Chinese economy, which has had negative effects on other economies throughout the world.
 
Some of our business operations are governed by China.  Accordingly, our business, results of operations, financial condition and prospects are subject to economic, political and legal developments in China.  Although the Chinese economy is no longer a planned economy, the Chinese government continues to exercise significant control over its economic growth through direct allocation of resources, monetary and tax policies and a host of other government policies, such as those that encourage or restrict investment in certain industries by foreign investors, control the exchange between local and foreign currencies, and regulate the growth of the general or specific market.

In response to the recent global and Chinese economic downturn, the Chinese government has adopted policy measures aimed at stimulating the economic growth of China.  If the Chinese government’s current or future policies fail to help the Chinese economy achieve further growth or if any aspect of the Chinese government’s policies limits the growth of our industry or otherwise negatively affects our business, our growth rate, strategy or results of operations could be adversely affected.

We cannot assure you that the various macroeconomic measures, monetary policies and the economic stimulus action adopted by the Chinese government to guide economic growth and the allocation of resources will be effective to cause a recovery in the growth of the Chinese economy.

We may be exposed to liabilities under the Foreign Corrupt Practices Act and Chinese anti-corruption law.

We are subject to the U.S. Foreign Corrupt Practices Act (“FCPA”), and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. persons and issuers as defined by the statute for the purpose of obtaining or retaining business.  We are also subject to Chinese anti-corruption laws, which strictly prohibit the payment of bribes to government officials.  We may have agreements with third parties and may make sales in Taiwan, which may experience corruption.  Activities in Taiwan create the risk of unauthorized payments or offers of payments by an employee, consultant or agent of the Company, because these parties are not always subject to our control.

Although we believe to date we have complied in all material aspects with the provisions of the FCPA and Chinese anti-corruption law, our existing safeguards and any future improvements may prove to be less than effective, and the employees, consultants or agents of the Company may engage in conduct for which we might be held responsible.  Violations of the FCPA or Chinese anti-corruption law may result in severe criminal or civil sanctions including personal liability for management, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition.  In addition, the government may seek to hold the Company liable for successor liability FCPA violations committed by companies in which we invest or that we acquire.

If we become directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter which could harm our business operations, this offering and our reputation could result in a loss of your investment in our stock, especially if such matter cannot be addressed and resolved favorably.

Recently, U.S. public companies that have substantially all of their operations in China, have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC.  Much of the scrutiny, criticism and negative publicity has centered on financial and accounting irregularities, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud.  As a result of the scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies has sharply decreased in value and, in some cases, has become virtually worthless or illiquid.  Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations.  It is not clear what affect this sector-wide scrutiny, criticism and negative publicity will have on our company, our business and this offering.  If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend the Company.  If such allegations are not proven to be groundless, the Company and our business operations will be severely hampered and your investment in our stock could be rendered worthless.  Even if such allegations are groundless, this situation may be a major distraction to our management.
International operations expose us to currency exchange and repatriation risks and we cannot predict the effect of future exchange rate fluctuations on our business and operating results.

We have operations outside the United States, in Taiwan.  We will have currency fluctuation exposure resulting from sales in New Taiwan Dollars and purchases denominated in U.S. Dollars.  Significant changes in exchange rates between the New Taiwan Dollar in which we will sell the skin care products and the U.S. Dollar in which we will purchase the skin care products may adversely affect our results of operations and financial condition.

In addition, our international operations expose us to currency fluctuations, as we translate the financial statements of our foreign operations to the U.S. Dollar.  There can be no assurance that the effect of currency fluctuations will not be material in the future.

Because the Company’s headquarters are located outside of the United States, United States investors may experience difficulties in attempting to affect service of process and in enforcing a judgment pursuant to United States federal securities law.

While we are organized under the laws of the State of Nevada, our headquarters are located outside of the United States.  Consequently, it may be difficult for investors to affect service of process in the United States and enforce judgments obtained in United States courts.  Additionally, as all of our assets will be located in Taiwan, it may be difficult or impossible for United States investors to collect a judgment against us.  Any judgment obtained in the United States against us may not be enforceable in the United States.

Because our officers and directors are not residents of the United States it may be difficult for U.S. investors to enforce any liabilities against them.

If an event occurs that results in any liability of our officers and directors, shareholders will likely have difficulty in enforcing such liability because our sole officer and director resides outside of the United States.  Even if personal service is accomplished and a judgment is entered against a person, a shareholder would then have to locate assets of that person, and register the judgment in the foreign jurisdiction where his or her assets are located.  Accordingly, again, it may be difficult to enforce any liabilities against our officers and directors.

A NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, which relate to future events or our future financial performance.  In some cases, those forward-looking statements can be identified by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology.  These statements are only prediction and involve known and unknown risks, uncertainties and other factors, including the risks specified below that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

The key factors that are not within our control and that may influence our operating results include, but are not limited to, acceptance of the products that we expect to market, our ability to establish a customer base, our ability to raise capital in the future, the retention of key employees and changes in the regulation of the industry in which we function. There may be other risks and circumstances beyond our control that we may be unable to predict, which would have an adverse effect on our operations.
USE OF PROCEEDS

This offering is being made on a self-underwritten basis. No minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $.01. The following table sets forth use of proceeds assuming the sale of 100%, 75%, 50%, and 25%, respectively, of the shares offered for sale by the Company.

                                     Application of Proceeds
 
If 100%
   
% of Total
 
         
Total offering proceeds
 
$
($100,000
)
   
             
Offering expenses:
           
             
Legal and professional fees
   
5,000
     
5.0
 
Accounting fees
   
8,000
     
8.0
 
Printing
   
1,000
     
1.0
 
Transfer Agent
   
1,750
     
1.75
 
Total offering expenses
 
$
15,750
     
15.75
 
                 
                 
Use of net proceeds:
               
                 
Business Development
   
81,250
     
81.25
 
Administrative Expenses
   
3,000
     
3.0
 
Total use of net proceeds
 
$
84,250
     
84.25
 
                 
Total use of proceeds
 
$
100,000
     
100.00
 


                                     Application of Proceeds
 
If 75%
   
% of Total
 
         
Total offering proceeds
 
$
($75,000
)
   
             
Offering expenses:
           
             
Legal and professional fees
   
5,000
     
6.66
 
Accounting fees
   
8,000
     
10.66
 
Printing
   
1,000
     
1.33
 
Transfer Agent
   
1,750
     
2.35
 
Total offering expenses
 
$
15,750
     
21.00
 
                 
                 
Use of net proceeds:
               
                 
Business Development
   
56,250
     
72.12
 
Administrative Expenses
   
3,000
     
6.88
 
Total use of net proceeds
 
$
59,250
     
79.00
 
                 
Total use of proceeds
 
$
75,000
     
100.00
 
                 


                                     Application of Proceeds
 
If 50%
   
% of Total
 
         
Total offering proceeds
 
$
($50,000
)
   
             
Offering expenses:
           
Legal and professional fees
   
5,000
     
10.00
 
Accounting fees
   
8,000
     
16.00
 
Printing
   
1,000
     
2.00
 
Transfer Agent
   
1,750
     
3.50
 
Total offering expenses
 
$
15,750
     
31.50
 
                 
                 
Use of net proceeds:
               
                 
Business Development
   
31,250
     
63.00
 
Administrative Expenses
   
3,000
     
5.50
 
Total use of net proceeds
 
$
34,250
     
68.50
 
Total use of proceeds
 
$
50,000
     
100.00
 
 
                                     Application of Proceeds
 
If 25%
   
% of Total
 
         
Total offering proceeds
 
$
($25,000
)
   
             
Offering expenses:
           
             
Legal and professional fees
   
5,000
     
20.00
 
Accounting fees
   
8,000
     
32.00
 
Printing
   
1,000
     
4.00
 
Transfer Agent
   
1,750
     
7.00
 
Total offering expenses
 
$
15,750
     
63.00
 
                 
                 
Use of net proceeds:
               
                 
Business Development
   
6,250
     
25.00
 
Administrative Expenses
   
3,000
     
12.00
 
Total use of net proceeds
 
$
9,250
     
37.00
 
Total use of proceeds
 
$
25,000
     
100.00
 

Note:

(1) Estimated expense related to compliance with reporting requirements pursuant to the Securities Exchange Act of 1934.
 
The foregoing purposes represent our best estimate of the allocation of the gross proceeds from this offering based upon the current state of our business operations, current plans, and the current economic and industry conditions. The amounts and timing of our actual expenditures will depend on numerous factors, including the status of our development efforts, sales and marketing activities, the amount of cash generated or used by our operations, our competition and the other factors described in the section entitled “RISK FACTORS”.

We planned our progress based on raising $100,000 from this offering.  In the event that we do not realize the full proceeds from this offering, we will be forced to scale back our efforts to accommodate for a reduced amount of funds. In this event, we will be required to consider the then available options to determine how to fund the shortfall.  Those options include the private placement of our securities and loans from third parties and/or Yu Cheng Yang, our sole director and President. Any interruption in our business will greatly reduce our chances for success.

There is no assurance that we will be able to raise the entire $100,000 from this offering.  Therefore, the following details how we will use the proceeds if we raise only 75%, 50%, or 25% of this offering.

If only 75% ($75,000) of this offering is sold , we estimate that we would have sufficient capital to commence our business development, which includes interviewing perspective independent sales representatives, begin development of our website and online marketing plan and pay our administrative expenses.  Reducing our marketing costs would affect our ability to market the skin care products and could materially affect our ability to generate sales in the first year.

If only 50% ($50,000) of this offering is sold, we estimate that we would have sufficient capital to pay our offering expenses and expenses related to negotiating with independent sales representatives and only initial development and design of our website.

If only 25% ($25,000) of this offering is sold , we estimate that we would be able to pay our offering expenses and minimal business development expenses, but we would not be able to initiate the development and design of our website.

We reserve the right to change the use of these proceeds as a result of the need for more working capital. We may determine that we need more working capital in order to implement the growth strategy and operations set forth herein. The reallocation of any funds may necessitate an additional sale of our equity securities. There are no assurances that we will be able to raise additional capital from any institution or individual investors.
 
DETERMINATION OF OFFERING PRICE

The offering price of the common stock offered hereby has been arbitrarily determined and has no relationship to any objective criterion of value. The price does not have any relationship to our assets, book value, historical earnings, or net worth. In determining the offering price, we considered such factors as the prospects, if any, for similar companies, anticipated results of operations, present financial resources and the probability of acceptance of this offering.

DILUTION

“Dilution” represents the difference between the offering price of the shares of common stock and the “net book value” per share of common stock immediately after completion of the offering. “Net book value” is the amount that results from subtracting total liabilities from total assets. In this offering, dilution is increased as a result of the relatively low book value of the Company’s issued and outstanding stock. Dilution occurs mainly because of our arbitrary determination of the price of the shares offered by this offering.  Also, this is due in part because of the common stock issued to our existing shareholders at prices lower than the price of this offering. The net book value of our shares on July 31, 2015 was ($95,877).

Upon completion of this offering, but without taking into account any change in the net book value after completion of this offering, other than resulting from the sale of the offered shares and the receipt of proceeds, the net tangible book value of the shares outstanding assuming a 25% offering (2,500,000 shares), 56,622,997 shares then outstanding, will be approximately $.012 per share. If 50% of the offered shares are sold (5,000,000 shares), the net tangible book value of the 59,122,997 shares then outstanding will be approximately $.011 per share. If 75% of the offered shares are sold (7,500,000 shares), the net tangible book value of the 61,662,997 shares then outstanding will be approximately $.011 per share. If 100% of the offered shares are sold (10,000,000 shares), the net tangible book value of the 64,122,997 shares then outstanding will be approximately $.010 per share.

Existing Shareholders Per Share Dilution based on:
25%
Offering
50%
 Offering
75%
 Offering
100%
Offering
 
Net tangible book value before the offering
($95,877)
($95,877)
($95,877)
($95,877)
Net tangible book value per share before the offering
($.002)
($.002)
($.002)
($.002)
Net tangible book value after the offering
($86,627)
($61,627)
($36,627)
($11,627)
Net tangible book value per share after the offering
($.002)
($.001)
($.001)
($.000)
Net increase in tangible book value per share to original shareholders
$.000
 
$.001
 
$.001
 
$.002
 
Number of shares outstanding before offering
54,122,997
54,122,997
54,122,997
54,122,997
Number of shares after offering held by existing shareholders
54,122,997
54,122,997
54,122,997
54,122,997
Original percent of ownership after offering
96%
92%
88%
84%
         
Purchasers Per Share Dilution and Ownership of Shares in this offering:
 
       
Price per share
$.01
$.01
$.01
$.01
Gross Capital Contributions
$25,000
$50,000
$75,000
$100,000
Net capital contributions
$9,250
$34,250
$59,250
$84,250
Decrease Percentage in investment to new shareholders
115%
110%
106%
102%
Dilution per share to new shareholders
$.012
$.011
$.011
$.010
Number of shares after offering held by public investors
2,500,000
5,000,000
7,500,000
10,000,000
Percentage of ownership of new shareholders after offering
4%
8%
            12 %
              16%

PLAN OF DISTRIBUTION

Offering will be Sold by Our Sole Officer and Director.

This is a self-underwritten offering. This prospectus permits our sole officer and director to sell the shares directly to the public, with no commission or other remuneration payable to her for any shares she sells. There are no plans or arrangements to enter into any contracts or agreements to sell the shares with a broker or dealer. Yu Cheng Yang, our sole officer and director, will sell the shares and intends to offer them to friends, family members and acquaintances.

Neither Mr. Yang nor any of his affiliates will purchase any shares of our common stock in this offering.
 
Terms of the Offering

The Company is offering on a best-efforts basis 10,000,000 shares of its common stock at a price of $.01 per share.  This is the initial offering of our common stock, and no public market exists for the securities being offered. The Company is offering the shares on a “self-underwritten” best-efforts basis directly through our sole officer and director. The shares will be offered at a fixed price of $.01 per share for a period not to exceed 270 days from the effective date of the registration statement of which this prospectus is a part. There is no minimum number of shares required to be purchased by any investor. Yu Cheng Yang, our sole officer and director, intends to sell the shares directly. No commission or other compensation related to the sale of the shares will be paid to Mr. Yang. The intended methods of communication include, without limitation, telephone and personal contact. Our selling efforts will not include any mass media methods, such as Internet or print media. There can be no assurance that all, or any, of the shares offered will be sold. Funds from this offering will be deposited in our corporate bank account. Investors’ subscriptions will be deposited in the Company’s bank account in our name. As a result, if we are sued for any reason and a judgment is rendered against us, investors’ subscriptions could be seized in a garnishment proceeding and investors could lose their investments.
Investors do not have the right to withdraw invested funds. For more information, see the section titled “PLAN OF DISTRIBUTION” and “USE OF PROCEEDS” herein.

Our sole officer and director and his affiliates will not purchase any shares in this offering.

The offering shall terminate on the earlier of (i) the date when the sale of all 10,000,000 shares is completed or (ii) two hundred seventy (270) days from the effective date of the registration statement of which this prospectus is a part. We will not extend the offering period beyond two hundred seventy (270) days from that effective date.

We may not sell all 10,000,000 shares offered. There is no minimum number of shares we must sell before we can utilize the proceeds from the purchase of shares. If we do not sell all 10,000,000 shares within the offering period (270 days), we will close the offering and subscription funds will not be returned to subscribers.

In the event we do not sell all 10,000,000 shares offered, the amount of money we receive from the sale of those shares which are, in fact, purchased be minimal and may not be enough to even pay the costs of this offering.

There can be no assurance that all, or any, of the shares will be sold. As of the date of this prospectus, the Company has not entered into any agreements or arrangements for the sale of the shares with any broker/dealer or sales agent. If we were to enter into such arrangements, we will file a post-effective amendment to this prospectus to disclose those arrangements, because any broker/dealer participating in the offering would be acting as an underwriter and would have to be so named in this prospectus.

Deposit of Offering Proceeds

Funds from this offering will be deposited in our corporate bank account in our name. As a result, if we are sued for any reason and a judgment is rendered against us, investors’ subscriptions could be seized in a garnishment proceeding and investors could lose their investments. Investors do not have the right to withdraw invested funds.

Upon receipt and acceptance of subscriptions for the purchase of the shares offered by this prospectus and within the allotted time offering, all funds received and accepted, if any, shall be released to us immediately and deposited into the Company’s general bank account. All of which shall be available for use by us upon receipt. There can be no assurance that we will obtain any funds from this offering.

Procedures and Requirements for Subscription

Prior to the effectiveness of the registration statement of which this prospectus is a part, the Company will not provide potential purchasers of the securities being registered herein with a copy of this prospectus. Investors can purchase common stock in this offering by completing a Subscription Agreement (attached as Exhibit 10.2 to the registration statement of which this prospectus is a part) and sending it together with payment in full to “EOS Inc.” All payments are required in the form of United States currency either by personal check, bank draft, or by wire transfer.

There is no minimum subscription requirement for any investor. We reserve the right to either accept or reject any subscription. Any subscription rejected will be returned to the subscriber within 5 business days of the rejection date. Furthermore, once a subscription agreement is accepted, it will be executed without reconfirmation to or from the subscriber. Once we accept a subscription, the subscriber cannot withdraw it.
 
After we accept a subscriber subscription, we will prepare and send to that subscriber a certificate evidencing and representing the number of shares of our common stock purchased by that subscriber.

Penny Stock Rules

SEC Rule 15g-9 establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions.  It is probable that our common stock will be considered to be a penny stock for the immediate foreseeable future.  For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker-dealer approve a person’s account for transactions in penny stocks and the broker-dealer receive from that person, a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker-dealer must obtain financial information, investment experience, and objectives of that person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluation the risks of transactions in penny stocks.

The broker-dealer must, also, deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth the basis on which the broker-dealer made the suitability determination and that the broker-dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stocks in, both, public offerings and in secondary trading and commissions payable to, both, the broker-dealer and the registered representative, current quotations for the securities, and the rights and remedies available to an investor in cases of fraud in penny stock transactions.  Finally, monthly statements have to be sent disclosing recent price information for the penny stocks held in the account and information on the limited market in penny stocks.  The above requirements may create a lack of liquidity, making trading difficult or impossible and, accordingly, shareholders may find it difficult to dispose of our common stock.

State Securities-Blue Sky Laws

There is no public market for our common stock, and there can be no assurance that any such market will develop in the foreseeable future.  Transfers of our common stock may, also, be restricted under the securities laws promulgated by various states and foreign jurisdictions, commonly referred to as “Blue Sky” laws.  Absent compliance with such laws, our common stock may not be traded in such jurisdictions.  Because our common stock registered hereunder has not been registered for resale under the “Blue Sky” laws of any state, the holders of our common stock and persons who desire to purchase our common stock in any trading market that might develop in the future, should be aware that there may be significant state “Blue Sky” law restrictions regarding the ability of investors to sell our common stock and of purchasers to purchase our common stock.  Accordingly, investors may not be able to liquidate our common stock and should be prepared to hold our common stock for an indefinite period of time.
The selling shareholders may contact us directly to ascertain procedures necessary for compliance with Blue Sky laws in the applicable states relating to sellers and purchasers of our common stock.

We intend to apply for listing in a nationally recognized securities manual, which, once published, will provide us with “manual” exemptions in 33 states as indicated in CCH Blue Sky Law Desk Reference at Section 6301 entitled “Standard Manuals Exemptions.”

Thirty-three states have what is commonly referred to as a “manual exemption” for secondary trading of securities such as those to be resold by selling stockholders under this registration statement.  In these states, if we obtain and maintain an acceptable manual exemption, secondary trading of our common stock can occur without filing, review or approval by state regulatory authorities in these states.  These states are Alaska, Arizona, Arkansas, Colorado, Connecticut, District of Columbia, Florida, Hawaii, Idaho, Indiana, Iowa, Kansas, Maine, Maryland, Massachusetts, Michigan, Mississippi, Missouri, Nebraska, New Jersey, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Rhode Island, South Carolina, Texas, Utah, Washington, West Virginia and Wyoming.  We cannot secure this listing until after the registration statement of which this prospectus is a part is declared effective.  When we secure this listing, secondary trading of our common stock can occur in these states without further action.

We currently do not intend to and may not be able to qualify our common stock for resale in other states which require our common stock to be qualified before such common stock can be resold by our shareholders.
 
In order to comply with the applicable securities laws of certain states, the securities may not be offered or sold, unless they have been registered or qualified for sale in such states or an exemption from such registration or qualification requirement is available and with which we have complied. The purchasers in this offering and in any subsequent trading market must be residents of such states where the shares have been registered or qualified for sale or an exemption from such registration or qualification requirement is available. As of the date of this prospectus, we have not identified the specific states where the offering will be sold. We will file a pre-effective amendment indicating which state(s) the securities are to be sold pursuant to this registration statement.
DESCRIPTION OF SECURITIES TO BE REGISTERED

This prospectus relates to the offering of 10,000,000 shares of our common stock.

Our authorized capital stock consists of 75,000,000 shares of common stock with a par value $.001 per share.

Common Stock

The holders of our common stock:

· Have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors;
· Are entitled to share ratably in all of assets available for distribution to holders of common stock upon liquidation, dissolution, or winding up of corporate affairs;
· Do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and
· Are entitled to one vote per share on all matters on which stockholders may vote.

Non-cumulative Voting

Holders of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of our outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our directors. After this offering is completed, Yu Cheng Yang, our President and sole director, and his father will own at least approximately 63% of the outstanding shares of our common stock.

Preemptive Rights

No holder of any shares of our common stock has preemptive or preferential rights to acquire or subscribe for any shares not issued of any class of our capital stock or any unauthorized securities convertible into or carrying any right, option, or warrant to subscribe for or acquire shares of any class of our capital stock not disclosed herein.

Cash Dividends

As of the date of this prospectus, we have not paid any cash dividends to our stockholders. The declaration of any cash dividend will be at the discretion of our Board of Directors and will depend upon earnings, if any, capital requirements and financial circumstances, general economic conditions, and other pertinent conditions. We do not intend to pay any cash dividends in the foreseeable future, but, rather, reinvest earnings, if any, in our business operations.

Reports

After this offering, we will furnish our shareholders with annual financial reports certified by independent accountants, and may, at our discretion, furnish unaudited quarterly financial reports.

INTEREST OF NAMED EXPERTS AND COUNSEL

None of the below described experts or counsel have been hired on a contingent basis and none of them will receive a direct or indirect interest in the Company.

Our audited financial statement for the period from inception to July 31, 2015, included in this prospectus has been audited by KCCW Accountancy Corp.,  Certified Public Accountants, PCAOB Registered Auditor, 22632 Golden Springs Drive, Suite 230, Diamond Bar, California 91765. We included the financial statements and report in their capacity as authority and experts in accounting and auditing.
Stepp Law Corporation, 15707 Rockfield Blvd., Suite 101, Irvine, California 92618 is counsel for the Company who has given an opinion on the validity of the securities being registered, which opinion appears as an exhibit to the registration statement of which this prospectus is a part. No officer, director, employee, shareholder or agent of Stepp Law Corporation has a direct or indirect interest in the Company.

INFORMATION WITH RESPECT TO THE REGISTRANT

Description of Business

General Information

We were incorporated in the State of Nevada on April 3, 2015.  Since inception, we have not generated any revenues and have accumulated losses in the amount of $150,000 as of July 31, 2015.

We have never been a party to any bankruptcy, receivership or similar proceeding, nor have we undergone any material reclassification, merger, consolidation, purchase or sale of a significant amount of assets not in the ordinary course of business.

We plan to market and distribute in Taiwan skin care products manufactured by A.C. (USA), Inc., which is located in the City of Industry, California.  We intend to market and distribute those skin care products to resellers who will recognize the needs of their targeted customers and who identify with those customers.
The skin care products that we will distribute are designed to address various skin care needs.  Those products include moisturizers, serums, cleansers, toners, body care, exfoliators, acne and oil correctors, facial masks, cleansing devices and sun care products.  A number of those products are developed for use on particular areas of the body, such as the face or hands or around the eyes.

We have yet to commence planned operations to any significant measure. As of the date of this prospectus, we, have had only limited start-up operations and have not generated revenues. We will not be profitable until we derive sufficient revenues and cash flows from sales of the various skin care products. We believe that, if we obtain the proceeds from this offering, we will be able to implement our business plan and conduct business pursuant to our business plan for the next twelve months. Our administrative office is located at Room 1106, 11F., No. 101, Section 2, Nanjing E. Road, Zhongshan District, Taipei City, 104, Taiwan (Republic of China).

Our fiscal year ends on is December 31.

Currently, we do not have enough cash to finance our operations.

We anticipate that we will receive revenue from the sale of those skin care products.

As of the date of this prospectus, the amounts of the prices for those skin care products have not been determined.

As of the date of this prospectus, we have not sold any skin care products nor have we generated any revenue from operations.

Business Overview

We are a development stage company located in Taipei, Taiwan. We intend to market and distribute in Taiwan certain skin care products manufactured by A.C. (USA) Inc., located in the City of Industry, California (“A.C.”).  Those products are masks and serums.  We plan to market and sell those skin care products to resellers who recognize the needs of the targeted customer and who identify with that customer.  Our strategy will be to target spas, department stores and specialty stores that sell similar skin products.

Our current management is comprised of Yu Cheng Yang, President (our sole officer) and sole director. Mr. Yang has participated in the management of Hi-Mar Co., located in Taipei, Taiwan, and U-Power Co., also, located in Taipei, Taiwan.  Mr. Yang’s management services to those companies include establishing various procedures and policies regarding the businesses of those companies, as well as serving as a member of the boards of directors of those companies. Due to Mr. Yang’s management experience, the Company believes he will complement the Company’s management.
Distribution Agreement

On May 1, 2015, we entered into a written Distribution Agreement with A.C. pursuant to which we have a non-exclusive right to market and distribute in Taiwan certain skin care products manufactured by A.C. for a period of 5 years (the “Distribution Agreement”).  Pursuant to the provisions of the Distribution Agreement, we will market and promote the therein defined Products in Taiwan, which is the therein defined as the “Territory.”  Additionally, we are the exclusive distributor for those Products in Taiwan.  A copy of the Distribution Agreement is included as Exhibit 10.1 with the registration statement of which this prospectus is a part.

Skin Care Products

Moisturizing Mask – contains highly concentrated hydrating and anti-wrinkle ingredients that are specifically targeted for anti-wrinkle effects.  This product adds moisture to the skin and brings out a natural healthy glow.  Key ingredients are collagen, glycerin, hyaluronic acid, purified water and silk hydrolyzed protein.  Rose water contributes a relaxing effect.

Acne Mask – a special formula that penetrates into the skin to clean pores, remove dirt and help balance oil secretion.   While purifying, Acne Mask, also, hydrates and moisturizes the skin, leaving the face feeling calm and luminous.  Ingredients include aloe vera extract, eucalyptus, lemon extract, hydrogenated castor oil,  chamomile extract and sorbitol.

Levo-H Serum – formulated to provide maximum hydration to the skin, as well as to reduce fine lines.  After using this product, the skin feels moisturized and appears radiant.

Brightening Mask – contains concentrated L-ascorbic acid and natural botanical extracts that are good for evening skin tones and hydrating the skin.  Application of the mask after exposure to sun can help minimize sun damage and clarify the skin.  Ingredients include carbopol, perfume, diglycerin, hyaluronic acid, aloe vera extract, mulberry extract, ginseng extract, collagen, rose water, hydrogenated castor oil, kojic acid and berry extract.

Levo-C Serum – designed to diminish ultraviolet damage and even out overall skin tone.   This product has a high concentrate L-ascorbic acid and can, also, clarify skin, leaving it with a healthy glow.

Market

We believe our market will be resellers who recognize the needs of the targeted consumer and who identify with that consumer.  Our strategy will be to target spas, department stores and specialty stores that sell similar skin care products.  We hope that our product positioning will assist in the marketing and distribution of those skin care products.  We anticipate that we will reach our targeted reseller market by the following types of resellers:

Spas and Health Clubs – Most high quality day spas and health clubs (and many upscale spas at resort properties) use generic products.  Our goal will be to develop affiliations with select spas in urban areas and vacation destinations to whom we will market and sell those skin care products.

Lifestyle Retailers – We anticipate that the skin care products will be lifestyle-based rather than the typical soaps and potions of natural product retailers.  These retailers exist in almost every city and have developed loyal and sophisticated customer bases.

Additionally, we anticipate that we will market those skin care products to cosmetic specialty retailers and boutique department stores.

We believe that the targeted in users of those skin care products are between the ages of 20 and 65 and are predominantly female.  We believe they are urban professionals with at least some college level education.  The targeted in user has an active lifestyle and is concerned about social and environmental issues.  Mind and body wellness are important to them.  They belong to a health club; take yoga, pilates or taichi lessons.  The effects of aging and maintenance of a youthful appearance are a part of their life.
Competition

The skin care business is characterized by vigorous competition throughout the world.  Brand recognition, quality, performance, availability and price are some of the factors that impact consumers’ choices among competing products and brands.  Advertising, promotion, merchandising, the pace and timing of new product introductions, line extensions and the quality of in-store demonstrations also have a significant impact on consumers’ buying decisions.  We compete against a number of companies, some of which have substantially greater resources than we do.

Our principal competitors consist of large, well-known, multinational manufacturers and marketers of skin care products, most of which market and sell their products under multiple brand names.  They include, among others, L’Oreal S.A.; Shiseido Company, Ltd.; Beiersdorf AG; LVMH Moet Hennessey Louis Vuitton; Coty, Inc.; The Procter & Gamble Company; Avon Products, Inc.; Chanel S.A.; and Groupe Clarins.  We also face competition from a number of independent brands, as well as some retailers that have developed their own skin care brands.  Certain of our competitors may also have ownership interests in retailers that are customers of ours.

12 Month Growth Strategy

Our strategy is to maximize shareholder value by expanding operations and evaluating and cultivating new and alternative revenue generating opportunities. The Company is committed to marketing and distributing skin care products. While a strategic and wisely executed marketing campaign is key to expanding our operations; offering new, innovative skin care products should position the Company in the best possible way for long term success.

We believe that we will need $200,000 to meet our financial obligations for the next 12 months. If we are able to sell the maximum number of shares offered in this offering, we believe we will not have sufficient funds to pay our obligations as they become due during those 12 months. Accordingly, as our cash on hand is $54,123, we require $145,877 to satisfy our financial obligations for the next 12 months.

We anticipate that our source of cash to finance our operations for the next 12 months will be obtained from the proceeds of this offering, private placement of our securities and/or capital contributions or loans by Yu Cheng Yang, our President and sole director. We have a commitment from Mr. Yang, our President and sole director, to lend us as much as $200,000 to fund our operations.  That commitment has no expiration date and any amounts lent to the Company by Mr. Yang will not accrue interest and will be due and payable upon demand by Mr. Yang. Our failure to obtain sufficient funds to continue our operations for the next 12 months could cause a reduction or termination of our operations, which could result in a loss of our shareholders’ investments our common stock.

We have planned our progress based on raising $100,000 through this offering. We have taken careful consideration to determine that $100,000 will be sufficient to commence our operations. In the event that we do not realize the full proceeds from this offering, we will be forced to scale back our efforts to accommodate for a reduced amount of funds. In this event, we will be required to consider the then available options to determine how to fund the shortfall.

We may not sell all 10,000,000 shares offered. There is no minimum number of shares we must sell before we can utilize the proceeds from the purchase of shares. If we do not sell all 10,000,000 shares within the offering period (270 days), we will close the offering and subscription funds will not be returned to subscribers.

Patents and Trademarks

At the present we do not have any patents or trademarks.

Need for any Government Approval

There is no approval required for the marketing and distribution of those skin care products in Taiwan; provided, however, pursuant to the Statute for the Control of Cosmetic Hygiene promulgated by the Ministry of Health and Welfare in Taiwan, we are required to file an application with the Ministry of Health and Welfare in Taiwan for reference purposes.  We anticipate that we will file such an application in December 2015.

Research and Development Activities

Other than time spent researching our proposed business, we have not spent any funds on research and development activities to date.
Environmental Laws

Our operations are not subject to any environmental laws.

Employees and Employment Agreements

Currently, we have 3 employees.  Our President (and sole director), Yu Cheng Yang, who, currently, devotes 40 or more hours a week to our business, is responsible for the primary operation of our business. There is no employment or similar agreement between the Company and any of its employees, including Mr. Yang.

Description of Property

We do not own any real property. Our business is presently operated from offices provided our President, Yu Cheng Yang at Room 1106, 11F., No. 101, Section 2, Nanjing E. Road, Zhongshan District, Taipei City, 104, Taiwan (Republic of China) , Mr. Yang provides those offices free of charge and no lease exists. We consider our current office arrangement adequate and will reassess our needs based upon the future growth of the Company.

Legal Proceedings

We are not currently a party to any legal proceedings nor are any contemplated by us at this time.

Market Price of and Dividends on the Company’s Common Equity and Related Stockholder Matters

No public market currently exists for shares of our common stock. Following completion of this offering, we intend to apply to have our common stock listed for quotation on the Over-the-Counter Bulletin Board.

Impact of the “Penny Stock” Rules On Buying Or Selling Our Common Stock

The Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

A purchaser is purchasing penny stock which limits the ability to sell the stock. The shares offered by this prospectus constitute penny stock under the Securities Exchange Act of 1934 (the “Exchange Act”). The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document, which:

· Contains a description of the nature and level of risk in the market for penny stock in both public offerings and secondary trading;

· Contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the Exchange Act;
 
· Contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” price for the penny stock and the significance of the spread between the bid and ask price;

· Contains a toll-free number for inquiries on disciplinary actions;

· Defines significant terms in the disclosure document or in the conduct of trading penny stocks; and

· Contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation.
 
· The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:
 
 
· The bid and offer quotations for the penny stock;

· The compensation of the broker-dealer and its salesperson in the transaction;

· The number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

· Monthly account statements showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgement of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These
disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, our stockholders may have difficulty selling their securities.

Regulation M

Our officer and director, Yu Cheng Yang, who will offer and sell the shares offered hereby, is aware that he is required to comply with the provisions of Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the officers and directors, sales agents, any broker-dealer or other person who participates in the distribution of shares in this offering from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete.

Reports to Security Holders

We will file reports and other information with the U.S. Securities and Exchange Commission (“SEC”). You may read and copy any document that we file at the SEC’s public reference facilities at 100 F. Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-732-0330 for more information about its public reference facilities. Our SEC filings will be available to you free of charge at the SEC’s web site at www.sec.gov .

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “RISK FACTORS” and elsewhere in this report . The management’s discussion, analysis of financial condition, and results of operations should be read in conjunction with our financial statements and notes thereto contained elsewhere in this prospectus.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has incurred an accumulated deficit of
$95,877 for the period from inception (April 3, 2015) to July 31, 2015 . The Company has not generated revenue, as the business operations have been focused on developing our business plan and market research, this raises substantial doubt about the Company's ability to continue as a going concern.

The following table provides selected financial data about our company for the period from the date of inception (April 3, 2015) through July 31, 2015 . For detailed financial information, see the financial statements included in this prospectus.

Balance Sheet Data:

     
Cash
 
$
54,123
 
Total assets
   
54,123
 
         
Total liabilities
   
150,000
 
         
Total stockholders’ equity (deficit)
   
(95,877
)
         
Total liabilities & stockholders’ equity (deficit)
 
$
54,123
 
 
 
Other than the shares offered by this prospectus, no other source of capital has been identified or sought. If we experience a shortfall in operating capital prior to funding from the proceeds of this offering, our director has orally agreed to advance the company funds to complete the registration process.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. For the period ended July 31, 2015, Company had limited operations. As of July 31, 2015 , the Company has not emerged from the development stage. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to begin operations and to achieve a level of profitability. The Company intends on
financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including a loan commitment of $200,000 from Yu Cheng Yang, our President and sole director, until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company did not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. As shown in the accompanying financial statements, the Company has incurred an accumulated deficit of $95,877 for the period from inception (April 3, 2015) to July 31, 2015 . These conditions raise substantial doubt about the Company's ability to continue as a going concern.

The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its planned business. We plan to seek additional funds through private placements of our securities and/or capital contributions and loans by Yu Cheng Yang, our President and sole director. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements included in the registration statement of which this prospectus is a part do not include any adjustments that might occur from this uncertainty.

The financial statements included in the registration statement of which this prospectus is a part do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Plan of Operations

During the 12 month period from the date of this prospectus, we will concentrate on the development of our operations, including obtaining the investment capital from this offering and plan to have the prices of our common stock quoted on the OTCBB.

Upon receiving $25,000 from this offering, we estimate we would have enough funds to pay our offering expenses and initiate limited discussions with independent sales personnel regarding the marketing of the skin care products.  In the event we receive $50,000 from this offering, we will engage in negotiations with those sales representatives and begin the design and development of our website.

If we raise $75,000 from this offering, we will engage in discussions and negotiations with those independent sales personnel and design and develop our website.

Whatever the amount is from this offering, we will not have enough capital to conduct our operations, including paying the costs associated with operating a public company, without receiving other funds from Yu Cheng Yang, our president and sole director.  Mr. Yang has provided a loan commitment in the amount of $200,000 to be used until such time as funds provided by our operations are sufficient to fund our working capital requirements.

Operating Results for the period April 3, 2015(date of inception) through July 31, 2015

As of the date of this prospectus, we have not developed or sold any skin care products nor have we generated any revenue from operations.
Revenues . For the period from April 3, 2015 (date of inception) through July 31, 2015, our revenue was $0. There has been no revenue generated during the period presented, since our operations are in the business development stage. All efforts have been in the development of our business plan.

Operating Expenses . Our operating expenses were $150,000 for the period from April 3, 2015 (date of inception) through July 31, 2015.

Liquidity and Capital Resources

As of July 31, 2015 , we had cash and cash equivalents of $54,123. Liabilities at July 31, 2015 , totaled $150,000, and we have no material commitments. Net cash used in operations was $150,000 for the period April 3, 2015 (date of inception) through July 31, 2015 . Our deficiency in our use of funds will continue until such time that we can generate revenue sufficient to pay our operating and public reporting expenses. From April 3, 2015 (date of inception) through July 31, 2015, we sold 54,122,997 shares of our common stock for $54,123.

We are seeking investors to assist us to finance our operations. Our current cash is $54,123, which we believe will meet our obligations for approximately 3 months. We believe that we will need $200,000 to satisfy our financial obligations for the next 12 months. Accordingly, as our cash on hand is $54,123, we require $145,877 to satisfy our financial obligations for the next 12 months.  If we are able to sell the maximum number of shares offered in this offering, we will not have sufficient funds to pay our obligations as they become due during those 12 months.  Accordingly, we will require additional funding from the private placement of our securities and/or capital contributions or loans from Yu Cheng Yang, our President and sole director.

We are aware that our costs may increase and our estimates may be greater than expected. We have commitment from Yu Cheng Yang, our President and sole director, to lend us as much as $200,000 to fund our operations.  That commitment has no expiration date and any amounts lent to the Company by Mr. Yang will not accrue interest and will be due and payable upon demand by Mr. Yang.

Inflation

Inflation does not materially affect our business or the results of our operations.

Subsequent Events

There have been no subsequent events after July 31, 2015.

Off-Balance Sheet Arrangements

None

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Critical Accounting Policies

Jobs Act of 2012

Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revise accounting standards.  An emerging growth company can, therefore, delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.  We have elected to take advantage of the benefits of this extended transition period.  Our financial statements may, therefore, not be comparable to those of companies that comply with such new or revised accounting standards.
 
A. Basis of Accounting
Our financial statements are prepared using the accrual method of accounting. Our financial statements were prepared following generally accepted accounting principles of the United States of America consistently applied. The Company has elected a December 31 year end.

B. Basic Earnings Per Share
The Company has adopted Financial Accounting Standards Board (“FASB”) Statement Number 128, “Earnings per Share” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income/loss by the weighted average number of shares of common stock outstanding during the period. There are no dilutive shares outstanding. No significant realized exchange gains or losses were recorded from inception (April 3, 2015) to July 31, 2015.

C. Cash Equivalents
Cash and cash equivalents include cash in banks, money market funds and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $54,123 in cash and cash equivalents at July 31, 2015.

D. Use Of Estimates And Assumptions
The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

E. Income Taxes
Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with SFAS Number 109, “Accounting for Income Taxes,” which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.

New Accounting Pronouncements

Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

Financial Disclosure

Our fiscal year end is December 31. We intend to provide financial statements audited by an Independent Registered Accounting Firm to our shareholders in our annual reports. The audited financial statements for the period from the date of incorporation, April 3, 2015, to July 31, 2015 are located in the section titled “Financial Statements”.

Directors and Executive Officers

Directors of the Company are elected by the stockholders to a term of one year and serve until a successor is elected and qualified. Officers of the corporation are appointed by the Board of Directors to a term of one year and serve until a successor is duly appointed and qualified, or until he or she is removed from office. The Board of Directors has no nominating, auditing or compensation committees.

The name and age of our sole director and executive officer are set forth below:



Name             Age    Position  
Yu Cheng Yang 33   President, Secretary, Treasurer and Chairman of the Board of directors (1)  
                          

(1) Mr. Yang will serve as a director until the next annual shareholder meeting.

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 the Company's Board of Directors, expected to occur immediately after the next annual meeting of stockholders, or when such officer's successor is elected and qualifies.

Background of Executive Officer and Director

The following information sets forth the background and business experience of our director and executive officer.

Yu Cheng Yang, President, Secretary, Treasurer and Chairman of the Board of Directors

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

From 2009 through 2015, Mr. Yang was on the board of directors of and employed by U-Power Co., located in Taipei, Taiwan, which was in the business of developing e-commerce platforms and related software providing and maintaining servers.  Mr. Yang’s duties with U-Power Co. were the development, implementation and management of various business policies.

In April, 2015, Mr. Yang became the President and sole director of the Company.

Involvement in Certain Legal Proceedings

None of our directors, executive officers and control persons have been involved in any of the following events during the past ten years:

· a petition under the federal bankruptcy laws or any state insolvency law that was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any joint venture in which such person was a general participant at or within two years before the time of such
 
· filing, or any corporation or business association of which such person was an executive officer at or within two years before the time of such filing;

· convicted in a criminal proceeding or is, currently, a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

· the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining such person from, or otherwise limiting, the following activities:

o acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

o engaging in any type of business practice; or

o engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;

 
· the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to act as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, for broker, leverage transaction merchant, or any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engage or continuing any conduct or practice in connection with such activity, or to be associated with persons engaged in any such activity;

· found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been subsequently reversed, suspended, or vacated;

· found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

· the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
 
o any federal or state securities or commodities law or regulation; or

o any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

o any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

· the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

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.

Directors Independence

Our Board of Directors is, currently, composed of members who do not qualify as independent directors in accordance with the published listing requirements of the NASDAQ Global Market, as we do not participate in that market.  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.

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.

Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than ten percent of our common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of our common stock. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

We intend to ensure to the best of our ability that all Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent (10%) beneficial owners are complied with in a timely fashion.

Executive Compensation

Currently, our sole officer and director receives no compensation for his services during the development stage of our business operations. He is reimbursed for any out-of-pocket expenses that he incurs on our behalf. In the future, we may approve payment of salaries for officers and directors, but currently, no such plans have been approved. We, also, do not, currently, have any benefits, such as health or life insurance, available to our officer and director.
 
Summary Compensation

                   
                (a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
           
Nonequity
Nonqualified
All other
Total
       
Stock
Option
incentive
deferred
compen-
 
   
Salary
Bonus
Awards
Award(s)
plan
compensation
sation
 
Name and principal position
Year
($)
($)
($)
($)
compensation($)
earnings($)
($)
($)
 
Yu Cheng Yang (1),
2015
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
President, 
Secretary and Chairman of the Board of Directors
                 
                   

(1) There is no employment contract with Mr. Yang at this time. Nor are there any agreements for compensation in the future. A salary and stock options and/or warrants program may be developed in the future.
 
 
Option Grants

There have been no individual grants of stock options to purchase our common stock made to the executive officer named in the Summary Compensation table.

Aggregated Option Exercises and Fiscal Year-End Option Value

There have been no stock options exercised by the executive officer named in the Summary Compensation table.

Long-Term Incentive Plan (“LTIP”) Awards

There have been no awards made to a named executive officer in the last completed fiscal year under any LTIP.

Employment Contracts

We do not have any employment agreements in place with our sole officer and director.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL SECURITY HOLDERS

The following table lists, as of the date of this prospectus, the number of shares of common stock of the Company that are beneficially owned by (i) each person or entity known to the Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of the Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these 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 direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.
 
Beneficial Ownership
 
Amount and Nature of Beneficial Ownership Percentage of class (1)(2)
 
       
Title of Class
Name and Address of Beneficial Owner
Before Offering
 
After Offering
 
Before Offering
 
After Offering (3)
       
Common Stock
Yu Cheng Yang
Room 1106, 11F., No. 101, Section 2, Nanjing E. Road, Zhongshan District, Taipei City, 104, Taiwan (Republic of China)
30,000,000
 
30,000,000
 
55%
 
47%
       
                         
Common Stock
All Executive Officers and Directors as a Group (1)
30,000,000
 
30,000,000
 
55%
 
47%
       
 
He Hsian Yang (4)
10,000,000
 
10,000,000
 
18%
 
16%
       
Total
Room 1106, 11F., No. 101, Section 2, Nanjing E. Road, Zhongshan District, Taipei City, 104, Taiwan (Republic of China)
 
 
40,000,000
 
 
 
40,000,000
 
 
 
73%
 
 
 
63%
       
 
 

(1) The percentages are based on a before-offering total of 54,122,997 shares of common stock issued and outstanding as of the date of this prospectus and assume the 10,000,000 shares registered for sale in the offering will be sold.
(2) As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or share investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of a security).
(3) Assumes the sale of all of the 10,000,000 shares of common stock by us in the offering. The aggregate amount of shares to be issued and outstanding is 64,122,997 based upon that assumption.

(4) He Hsiang Yang is the father of Yu Cheng Yang, our President and sole director.

Future Sales by Existing Stockholder

A total of 54,122,997 shares have been issued to our existing stockholders, all of which are restricted securities, as that term is defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act of 1933. Under Rule 144, such shares can be publicly sold, subject to volume restrictions and certain restrictions on the manner of sale, commencing one year after their acquisition. Any sale of shares held by our existing stockholders (after applicable restrictions expire) and/or the sale of shares purchased in this offering (which would be immediately resalable after the offering), may have a depressive effect on the price of our common stock in any market that may develop, of which there can be no assurance.

Our existing shareholders do not have any plans to sell their shares after this offering is complete.

Certain Relationships and Related Transactions

Yu Cheng Yang is our sole officer and director. We are currently operating out of the offices provided by Mr. Yang, on a rent-free basis. There is no written agreement or other material terms or arrangements relating to that arrangement.

We do not currently have any conflicts of interest by or among our current officer, director, or advisors. We have not yet formulated a policy for handling conflicts of interest, however, we intend to do so upon completion of this offering and, in any event, prior to hiring any employees. We do not presently have any independent directors. We consider independent directors to be individuals who are not employed by the Company in any capacity and who do not have any equity ownership interest in the Company. Our Board of Directors is comprised solely of our President, Yu Cheng Yang. We intend to seek independent directors for our Board of Directors when we begin generating revenues and are able to provide compensation for our Board of Directors members.

In 2015, Yu Cheng Yang, our President and sole member of our board of directors, purchased 30,000,000 shares of our common stock for $30,000 in cash.

In 2015, He Hsiang Yang, the father of Yu Cheng Yang, purchased 10,000,000 of our common stock for $10,000 in cash.

Yu Cheng Yang, our President and sole member of our board of directors has committed to lend the Company as much as $200,000 to pay the operating expenses of the Company requested by the Company and that commitment has no termination date.  That commitment is not evidenced in writing, and any money lent by Mr. Yang to the Company will not accrue interest and is payable on demand.

Other than as specified above, to the best of our knowledge there are no transactions involving any director, executive officer, or any security holder who is a beneficial owner or any member of the immediate family of the officers and directors, or any related persons or promoters.
 
DISCLOSURE OF SECURITIES AND EXCHANGE COMMISSION’S POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Applicable Nevada law provides for the indemnification of our directors, officers, employees, and agents, under certain circumstances, for attorney’s fees and other expenses incurred by them in any litigation to which they become a party resulting from their association with us or activities on our behalf.  We will also pay the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person’s promise to repay us, if it is ultimately determined that any such person shall not have been entitled to indemnification.  This indemnification policy could result in substantial expenditures by us, which we will be unable to recover.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act of 1933, and we will be governed by the final adjudication of such issue.

Available Information

We have filed a registration statement on Form S-1, of which this prospectus is a part, with the U.S. Securities and Exchange Commission (the “SEC”). Upon completion of the registration, we will be subject to the informational requirements of the Exchange Act and, in accordance therewith, file all requisite reports, such as Forms 10-K, 10-Q, and 8-K, proxy statements, under Section 14 of the Exchange Act and other information with the SEC. Such reports, proxy statements, this registration statement and other information, may be inspected and copied at the public reference facilities maintained by the SEC at 100 Fifth Street NE, Washington, D.C. 20549. Copies of all materials may be obtained from the Public Reference Section of the SEC’s Washington, D.C. office at prescribed rates. You may obtain information regarding the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC at http://www.sec.gov .
 
 
EOS INC.
(A DEVELOPMENT COMPANY)

FINANCIAL STATEMENTS FOR THE PERIOD
FROM APRIL 3, 2015(INCEPTION) THROUGH JULY 31, 2015 AND
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 
FINANCIAL STATEMENT SCHEDULES
 
 
 
F-1
 
 
Financial Statements:
 
 
 
F-2
 
 
F-3
 
 
F-4
 
 
F-5
 
 
F-6
 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
Board of Directors
EOS Inc.
(A Development Stage Company)
 
We have audited the accompanying balance sheet of EOS Inc. (A development stage company) (the "Company") as of July 31, 2015, and the related statements of operations, stockholders’ equity, and cash flows for the period from April 3, 2015 (inception) through July 31, 2015. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2015, and the results of its operations and its cash flows for the period from April 3, 2015 (inception) through July 31, 2015, in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered losses from operations, accumulated deficit of $150,000, and has no cash flows from operations. These conditions raise substantial doubt as to the ability of the Company to continue as a going concern. These financial statements do not include any adjustments that might result from such uncertainty.
 
 
/s/ KCCW Accountancy Corp
Diamond Bar, California
August 25, 2015
 
 
EOS INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
JULY 31, 2015

 
     
     
ASSETS
   
Current Assets
   
Cash and cash equivalents
 
$
54,123
 
        Total Current Assets
   
54,123
 
         
Total Assets
 
$
54,123
 
         
         
LIABILITIES AND STOCKHOLDERS' EQUITY
       
Current Liabilities
       
Due to related parties
 
$
150,000
 
        Total Current Liabilities
   
150,000
 
         
Total liabilities
   
150,000
 
         
Stockholders' Equity
       
         Common stock, $0.001 par value, 75,000,000 share authorized, 54,122,997 shares issued and outstanding
     54,123  
    Deficit accumulated during development stage
   
(150,000
)
        Total Stockholders' Deficit
   
(95,877
)
         
Total Liabilities and Stockholders' Equity
 
$
54,123
 
 
The accompanying notes to financial statements are an integral part of these statements.
EOS INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE PERIOD FROM APRIL 3, 2015 (INCEPTION)
THROUGH JULY 31, 2015
 
Revenue
 
$
-
 
         
General and administrative expenses
   
150,000
 
         
Loss from operations
   
(150,000
)
Loss before income taxes
   
(150,000
)
Provision for income taxes
   
-
 
Net loss
 
$
(150,000
)
         
Weighted average number of common shares:
       
    Basic and diluted
   
54,122,997
 
         
Net loss per share:
       
    Basic and diluted
 
$
(0.00
)
 
The accompanying notes to financial statements are an integral part of these statements.
 
EOS INC.
 
(A DEVELOPMENT STAGE COMPANY)
 
STATEMENTS OF CASH FLOWS
 
FOR THE PERIOD FROM APRIL 3, 2015 ( INCEPTION)
THROUGH JULY 31, 2015
 
   
 
Cash flows from operating activities
   
Net loss
 
$
(150,000
)
         
Cash flows from financing activities
       
Proceeds from issuance of common stock
   
54,123
 
Loan from officers
   
150,000
 
Net cash provided by financing activities
   
204,123
 
         
Net increase in cash and cash equivalents
   
54,123
 
         
Cash and cash equivalents
       
Beginning
 
$
-
 
Ending
 
$
54,123
 
 
The accompanying notes to financial statements are an integral part of these statements.
 
EOS INC.
 
(A DEVELOPMENT STAGE COMPANY)
 
STATEMENTS OF SHAREHOLDERS' EQUITY
 
PERIOD FROM APRIL 3, 2015 (INCEPTION) TO JULY 31, 2015
 
                 
           
Deficit
     
   
Common Stock
   
Accumulated during
     
 
 
Shares
   
Amount
   
the development stage
   
Total
 
Inception, April 3, 2015
   
-
   
$
-
   
$
-
   
$
-
 
Common Stock issuance
   
54,122,997
     
54,123
     
-
     
54,123
 
Net loss for the period ended July 31, 2015
   
-
     
-
     
(150,000
)
   
(150,000
)
Balance, July 31, 2015
   
54,122,997
   
$
54,123
   
$
(150,000
)
 
$
(95,877
)
 
The accompanying notes to financial statements are an integral part of these statements.
 
EOS INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2015
NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES
Basis of Presentation and Organization
 
EOS Inc., a company in the developmental stage (the “Company”), was incorporated on April 3, 2015 in the State of Nevada. The Company has conducted limited business operations and had no revenues from operations since its inception. The Company‘s business plan is to market and distribute skin care products, including masks and serums .

 The Company’s year-end is December 31.
 
Going Concern
 
These financial statements were prepared on the basis of accounting principles applicable to going concern, which assumes the realization of assets and discharge of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company had an accumulated deficit of $150,000 as of July 31, 2015, and it had no revenue from operations.
 
The Company faces all the risks common to companies at development stage, including capitalization and uncertainty of funding sources, high initial expenditure levels, uncertain revenue streams, and difficulties in managing growth. The Company's losses raise substantial doubt about its ability to continue as a going concern. The Company's financial statements do not reflect any adjustments that might result from the outcome of this uncertainty.
 
The Company is currently addressing its liquidity issue by continually seeking investment capital through private placements of common stock and debt. The Company believes its current and future plans enable it to continue as a going concern. The Company's ability to achieve these objectives cannot be determined at this time. These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts which may differ from those in the accompanying consolidated financial statements.
 
Use of Estimates
 
The preparation of 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.
Net Income (loss) per Share
 
Basic income (loss) per share is computed by dividing net income by weighted average number of shares of common stock outstanding during each period. Diluted income per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. At July 31, 2015, the Company does not have any outstanding common stock equivalents; therefore, a separate computation of diluted loss per share is not presented.
 
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.

Recent Accounting Pronouncements
 
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its result of operations, financial position or cash flow.

NOTE 2. DUE TO RELATED PARTIES

The Company has advanced funds from its officer and shareholder for working capital purposes. The Company has not entered into any agreement on the repayment terms for these advances. The outstanding balance is due upon request. As of July 31, 2015, there was $150,000 advances outstanding.

NOTE 3. INCOME TAXES
 
The Company has not yet realized income as of the date of this report, and no provision for income taxes has been made. At July 31, 2015, there were no deferred tax assets or liabilities.

NOTE 4. STOCKHOLDERS’ EQUITY
 
From April 3, 2015 to July 31, 2015, the Company has issued 54,122,997 common stock shares at par value in a total amount of $54,123 from its shareholders.

NOTE 5. SUBSEQUENT EVENTS
 
The Company evaluated all events or transactions that occurred after July 31, 2015 up through the date the Company issued these financial statements.
PART II INFORMATION NOT REQUESTED IN PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses payable by the Company in connection with the sale of the securities being registered. All amounts are estimates, except the Securities and Exchange Commission registration fee:

     
Registration fee
 
$
11.62
 
Accounting fees and expenses
   
8,000
 
Legal and professional fees and expenses
   
5,000
 
EDGAR fees and expenses
   
1,750
 
Printing
   
1,000
 
Total
 
$
15,761.62
 
 
NEVADA LAW

Pursuant to the provisions of Nevada Revised Statutes 78.751, we shall indemnify any director, officer and employee as follows: Every director, officer, or employee of the Company shall be indemnified by us against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him/his in connection with any proceeding to which he/she may be made a party, or in which he/she may become involved, by reason of being or having been a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of the Company, whether or not he/she is a director, officer, employee or agent at the time such expenses are incurred, except in such cases wherein the director, officer, employee or agent is adjudged guilty of willful misfeasance or malfeasance in the performance of his/his duties; provided that in the event of a settlement the indemnification herein shall apply only when our Board of Directors approves such settlement and reimbursement as being for the best interests of the Company.  We shall provide to any person who is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of the Company, the indemnity against expenses of a suit, litigation or other proceedings which is specifically permissible under applicable law.

WHERE YOU CAN FIND MORE INFORMATION
We will file reports and other information with the U.S. Securities and Exchange Commission. You may read and copy any document that we file at the SEC’s public reference facilities at 100 F Street N.E., Washington, D.C. 20549. Please call the SEC at 1-800-732-0330 for more information about its public reference facilities. Our SEC filings will be available to you free of charge at the SEC’s web site at www.sec.gov .

RECENT SALES OF UNREGISTERED SECURITIES.
In 2015, we sold and issued to 122 persons 54,122,997 shares of our common stock for $54,123 in cash.  All of those purchasers are not U.S. persons, as that term is defined in Regulation S.  Those shares were issued in transactions which satisfy the requirements for that exemption from the registration and prospectus delivery requirements of the Securities Act of 1933 specified by the provisions of Regulation S.  Those shares were sold in off-shore transactions.  No directed selling efforts were made in the United States by us, any distributor or any of their respective affiliates or any person acting on behalf of any of the forgoing.  We are subject to Category 3 of Rule 903 of Regulation S and, accordingly, we implemented the offering restrictions by Category 3 of that Rule 903 by including a legend on all offering materials and documents which specifies that those shares have not been registered pursuant to the Securities Act of 1933 and may not be offered or sold in the United States or to U.S. persons unless those shares are registered pursuant to the Securities Act of 1933 or, alternatively, an exemption from those registration requirements is available.
 
EXHIBITS
The following exhibits are filed as part of this registration statement, pursuant to Item 601 of Regulation S-K. All exhibits are attached hereto unless otherwise noted.
   
Exhibit No.
Description
3.1
3.2
3.3
 
5.1
 
10.1
10.2
23.1
23.2


UNDERTAKINGS

The undersigned registrant hereby undertakes:
 
(1)              To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i. To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
 
(2)              That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(3)              To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)              That, for the purpose of determining liability of the registration under the Securities Act of 1933 to any purchaser:
Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date is it first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5)              That, for the purpose of determining liability of the registration under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registration will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required
 to be filed pursuant to Rule 424 (§230.424 of this chapter);

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6)              Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, the registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of the registrant’s counsel  the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.
 
 
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Taipei, Taiwan on September 8, 2015.
 
(Registrant)
EOS Inc.
By: /s/ Yu Cheng Yang

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
     
Name
Title
Date
/s/Yu Cheng Yang
Yu Cheng Yang
Principal Executive Officer, Principal Accounting Officer, Chief Financial Officer, Secretary, Chairman of the Board of Directors
September 8, 2015



43
Exhibit 3.1
 
 
 
 
Exhibit 3.2
Exhibit 3.3
BYLAWS OF

EOS INC.

A NEVADA CORPORATION






















The form of Minutes, Consents, Bylaws, Agreements and other forms and documents enclosed with this order are offered as a sample only of standard provisions contained in such forms and documents. They do not purport to address the specific requirements of individual transactions or situations. If utilized incorrectly, significant negative tax and business consequences could result. Persons outside the legal profession who intend to utilize any such forms and documents must seek competent legal counsel prior to their use or adaptation thereof for his or her particular requirements.

(c) 2005 - 2012   ALL RIGHTS RESERVED.
TABLE OF CONTENTS


ARTICLE I   OFFICES AND AGENTS
Section 1. PRINCIPAL EXECUTIVE OFFICE AND REGISTERED OFFICE
Section 2. OTHER OFFICES
Section 3. REGISTERED AGENTS AND REGISTERED OFFICES

ARTICLE II   DIRECTORS - MANAGEMENT
Section 1. RESPONSIBILITY OF BOARD OF DIRECTORS
Section 2. NUMBER AND QUALIFICATION OF DIRECTORS
Section 3. ELECTION, CUMULATIVE VOTING AND TERM OF OFFICE OF
    DIRECTORS
Section 4. VACANCIES IN THE BOARD
Section 5. REMOVAL OF DIRECTORS
Section 6. COMPENSATION OF DIRECTORS
Section 7. COMMITTEES OF THE BOARD
Section 8. RESIGNATIONS OF A DIRECTOR
 
ARTICLE III   MEETINGS OF DIRECTORS
Section 1. ANNUAL MEETINGS OF DIRECTORS
Section 2. OTHER REGULAR MEETINGS OF DIRECTORS
Section 3. NOTICE OF ANNUAL AND OTHER REGULAR MEETINGS OF
    DIRECTORS
Section 4. SPECIAL MEETINGS OF DIRECTORS AND REQUIRED NOTICES
Section 5. NOTICE OF ADJOURNMENT OF MEETINGS
Section 6. WAIVER OR LACK OF NOTICE OF MEETING OF DIRECTORS
Section 7. DIRECTORS ACTION WITHOUT MEETING
Section 8. EFFECT IF ONLY A SOLE DIRECTOR IS REQUIRED
 
ARTICLE IV   OFFICERS - MANAGEMENT
Section 1. OFFICERS
Section 2. ELECTION OF OFFICERS
Section 3. SUBORDINATE OFFICERS
Section 4. REMOVAL AND RESIGNATION OF OFFICERS
Section 5. VACANCIES IN AN OFFICE
Section 6. CHAIRMAN OF THE BOARD
Section 7. PRESIDENT
Section 8. VICE PRESIDENT
Section 9. SECRETARY
Section 10. TREASURER

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ARTICLE V   MEETINGS OF SHAREHOLDERS
Section 1. PLACE OF MEETINGS
Section 2. ANNUAL MEETINGS OF SHAREHOLDERS
Section 3. SPECIAL MEETINGS OF SHAREHOLDERS
Section 4. LIST OF SHAREHOLDERS
Section 5. NOTICE OF MEETINGS OF SHAREHOLDERS.
Section 6. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS
Section 7. ALL SHAREHOLDERS ACTING WITHOUT A MEETING
Section 8. OTHER ACTIONS OF SHAREHOLDERS WITHOUT A MEETING
Section 9. QUORUM FOR MEETINGS OF SHAREHOLDERS
Section 10.VOTING BY SHAREHOLDERS
Section 11. FIXING DATE FOR MEETING OF SHAREHOLDERS
Section 12. PROXIES
Section 13. ORGANIZATION OF MEETINGS OF SHAREHOLDERS
Section 14. INSPECTORS OF ELECTION AT MEETINGS
Section 15. ELECTRONIC PARTICIPATION IN MEETINGS OF SHAREHOLDERS
 
ARTICLE VI   CERTIFICATES AND TRANSFER OF SHARES
Section 1. CERTIFICATES FOR SHARES
Section 2. TRANSFER ON STOCK LEDGER
Section 3. TRANSFER AGENTS AND REGISTRARS
Section 4. RECORD DATE
Section 5. LEGEND CONDITION
Section 6. LOST OR DESTROYED CERTIFICATES
 
ARTICLE VII  RECORDS -- INSPECTION-FILINGS-CHECKS-CONTRACTS --REPORTS
Section 1. RECORDS
Section 2. INSPECTION OF BOOKS AND RECORDS
Section 3. ANNUAL FILINGS
Section 4. CHECKS, DRAFTS, ETC.
Section 5. EXECUTION OF CONTRACTS
 
ARTICLE VIII  AMENDMENTS TO BYLAWS AND CONSTRUCTION
Section 1. AMENDMENT OF BYLAWS BY SHAREHOLDERS
Section 2. AMENDMENT OF BYLAWS BY DIRECTORS
Section 3. RECORD OF AMENDMENTS
Section 4. CONSTRUCTION AND INTERPRETATION


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ARTICLE IX  MISCELLANEOUS
Section 1. CORPORATE SEAL
Section 2. REPRESENTATION OF SHARES IN OTHERS
Section 3. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 4. ACCOUNTING YEAR AND ACCOUNTING METHOD
Section 5. OTHER TAX ELECTIONS
Section 6. SUBSIDIARY CORPORATIONS

CERTIFICATE OF ADOPTION OF BYLAWS
BY FIRST DIRECTOR(S)

CERTIFICATE OF SECRETARY OF ADOPTION OF BYLAWS
BY FIRST DIRECTOR(S)

CERTIFICATE OF SECRETARY OF ADOPTION OF BYLAWS
BY VOTE OF SHAREHOLDERS
iii
BYLAWS
OF
EOS INC.


ARTICLE I
OFFICES AND AGENTS


Section 1. PRINCIPAL EXECUTIVE OFFICE AND REGISTERED OFFICE.

The principal executive office for the transaction of business of the corporation is hereby fixed and located at 221 East Walnut Street, Suite 122, Pasadena, CA 91101, County of Los Angeles, State of California.

The location of the principal executive office may be changed by approval of a majority of the authorized Directors, and additional offices may be established and maintained at such other place or places, either within or without the State of Nevada, as the Board of Directors may from time to time designate.

The principal executive office, if located within the State of Nevada and generally open during normal business hours to accept service of process and otherwise perform functions of a registered office shall also be the registered office of the corporation.  Otherwise the registered offices within the State of Nevada shall be hereby fixed and located at 221 East Walnut Street, Suite 122, Pasadena, CA 91101 subject to change as the Board of Directors may designate from time to time.

Section 2. OTHER OFFICES.

Branch or subordinate offices may at any time be established by the Board of Directors at any place or places where the corporation is qualified to do business.

Section 3. REGISTERED AGENTS AND REGISTERED OFFICES.

The corporation shall have and maintain a registered agent and registered office located within the State of Nevada and within all other states in which it is required by applicable law.
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ARTICLE II
DIRECTORS - MANAGEMENT


Section 1. RESPONSIBILITY OF BOARD OF DIRECTORS.

Subject to the provisions of the corporation laws of the State of Nevada (the “Corporation Law”) and to any limitations in the Articles of Incorporation of the corporation relating to action required to be approved by the Shareholders, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board may delegate the management of the day-to-day operation of the business of the corporation to a management company or other person, provided that the business and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board of Directors.

Section 2. NUMBER AND QUALIFICATION OF DIRECTORS.

Subject to the Articles of Incorporation, the authorized number of Directors shall be one or more individuals until changed by a duly adopted amendment to the Articles of Incorporation if the number is fixed in the Articles of Incorporation or otherwise by an amendment to these Bylaws adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote.  Each Director shall be a natural person of full age.

A Director need not be a Shareholder unless so required by the Articles of Incorporation.  No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director's term of office expires.

Section 3. ELECTION OF, TERM OF, CUMULATIVE VOTING, FOR OFFICE OF DIRECTORS.

Subject to notice of cumulative voting Directors shall be elected by the majority of the shares entitled to vote present, in person, or by proxy at each annual meeting of the Shareholders to hold office until the next annual meeting.  Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified or until such Director’s earlier death, resignation or removal.

Provided the name of the candidate has been placed in nomination prior to the voting and one or more Shareholders has given notice at the meeting prior to the voting of the Shareholder's intent to cumulate the Shareholder's votes, as permitted by the Articles of Incorporation every Shareholder is entitled to vote at any election for Directors of the corporation may cumulate their votes and give one candidate a number of votes equal to the number of Directors to be elected multiplied by the number of votes to which his or her shares are entitled, or distribute his or her votes on the same principle among as many candidates as he or she thinks fit.  The candidates receiving the highest number of votes up to the number of Directors to be elected are elected.
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Section 4. VACANCIES IN THE BOARD.

A vacancy or vacancies in the Board of Directors shall be deemed to exist in the event of the death, resignation, or removal of any Director, or if the Board of Directors by resolution declares vacant the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of Directors is increased, or if the Shareholders fail, at any meeting of Shareholders at which any Director or Directors are elected, to elect the number of Directors to be voted for at that meeting.

If the vacant office was held by a Director elected by a voting group of Shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the Shareholders.  The Shareholders may elect a Director to fill a vacancy not filled by the Directors by the written consent of the Shareholders holding a majority of the outstanding shares entitled to vote or by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present.  At any time, the Shareholders may elect a Director or Directors to fill any vacancy or vacancies not filled by the Directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.

Section 5. REMOVAL OF DIRECTORS.

Except as otherwise provided in the Articles of Incorporation or the Corporation Law, the entire Board of Directors or any individual Director may be removed from office with or without cause by the holders of not less than two thirds of the voting powers of the issued and outstanding stock entitled to vote or such larger percentage as required by the Corporation Law of the shares then entitled to vote for the election of Directors.

A Director may be removed by the Shareholders only at a meeting called for the purpose of removing such Director and the meeting notice shall state that the purpose, or one (1) of the purposes, of the meeting is removal of the Director.

Section 6. COMPENSATION OF DIRECTORS.

Directors, as such, shall not receive any stated salary for their services, but by resolution of the Board a fixed sum and expense of attendance, if any, may be allowed for attendance at each regular and special meeting of the Board; provided that nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefor.
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Section 7. COMMITTEES OF THE BOARD.

One or more Committees of the Board may be appointed by resolution passed by a majority of the authorized number of Directors of the Board.  Committees shall be composed of two (2) or more members of the Board, and shall have such powers of the Board as may be expressly delegated to it by resolution of the Board of Directors, as permitted by the Corporation Law.

The provisions of these Bylaws governing meetings of Directors, notices of meeting, waiver of notice, quorum and voting shall apply to meetings of a committee.  Any committee, to the extent provided in the resolution of the Board, shall have all the authority of the Board, except with respect to:

(a)
the adoption, amendment, or the approval of any action for which the Corporation Law also requires Shareholders' approval or approval of the outstanding shares;
(b)
the creation or filling of vacancies on the Board of Directors or any committee of the Board;
(c)
the fixing of compensation of the Directors for serving on the Board or on any committee;
(d)
the adoption, alteration, amendment or repeal of Bylaws or the adoption of new Bylaws;
(e)
the amendment of the Articles of Incorporation;
(f)
the amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or repealable;
(g)
a distribution to the Shareholders of the corporation, at a rate or in a periodic amount or within a price range determined by the Board of Directors; or
(h)
the appointment of any other committees of the Board of Directors or the members of these committees.

Section 8. RESIGNATION OF A DIRECTOR.

Any Director may resign effective upon giving written notice to the Chairman of the Board, the President, the Board of Directors of the corporation or as otherwise allowed under the Corporation Law, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.
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ARTICLE III
MEETINGS OF DIRECTORS


Section 1. ANNUAL MEETINGS OF DIRECTORS.

Meetings of the Board of Directors may be called by the Chairman of the Board, or the President, or any Vice President, or the Secretary, or any two (2) Directors and shall be held at the principal executive office of the corporation, unless some other place is designated in the notice of the meeting. Members of the Board may participate in a meeting through use of a conference telephone or similar communications equipment so long as all members participating in such a meeting can simultaneously hear one another. Accurate minutes of any meeting of the Board or any committee thereof, shall be maintained by the Secretary or other officer designated for that purpose.

Section 2. OTHER REGULAR MEETINGS OF DIRECTORS.

Regular meetings of the Board of Directors shall be held at the principal executive offices, or such other place as may be designated by the Board of Directors, as follows:

Time of Regular Meeting:                                                        3:00 PM
Date of Regular Meeting:                                                        April 3th

If said day shall fall upon a holiday, such meetings shall be held on the next succeeding business day thereafter.

Section 3. NOTICE OF ANNUAL AND OTHER REGULAR MEETINGS OF DIRECTORS.

No notice need to be given of a regular (including annual) meeting of the time and place of the meeting fixed by the Bylaws or the Board of Directors.

Section 4. SPECIAL MEETINGS OF DIRECTORS AND REQUIRED NOTICES.

Special meetings of the Board may be called at any time by any of the aforesaid officers (i.e., by the Chairman of the Board or the President or any Vice President or the Secretary or any two (2) Directors) at least forty-eight (48) hours before the time called for the special meeting.

If the notice of a special meeting is sent to a Director by letter, it shall be addressed to him or her at his or her address as it is shown upon the records of the corporation, or if it is not so shown on such records or is not readily ascertainable, at the place in which the meetings of the Directors are regularly held. In case such notice is mailed, it shall be deposited in the United States mail, postage prepaid, in the place in which the principal executive office of the corporation is located at least four (4) days prior to the time of the holding of the meeting. The mailing, telegraphing, telephoning or delivery as above provided and any other method allowed by the Corporation Law shall be due, legal and personal notice to the Director.
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Section 5. NOTICE OF ADJOURNMENT OF MEETINGS.

A majority of the Directors present at a meeting, whether or not constituting a quorum, may adjourn the meeting to another time and place.  Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place be fixed at the meeting adjourned and held within any twenty-four (24) hours, but if adjourned more than twenty-four (24) hours, notice shall be given to all Directors not present at the time of the adjournment.

Section 6.  WAIVER OR LACK OF NOTICE OF MEETING OF DIRECTORS.

If there is any lack of required notice of any meeting of Directors, then the transactions thereof are as valid as if had at a meeting regularly called and noticed provided all of the Directors are present at any Directors' meeting, however called or noticed, or all of the Directors not present sign a written consent to the holding of the meeting or approval of the minutes on the records of such meeting, before or after the time or date of meeting stated in the Notice.  The waiver, consent or approval shall be filed with the Secretary of the corporation for filing with the minutes or corporate records.  If a Director attends a meeting without notice but without protesting prior thereto or at its commencement, the Director shall be treated as present at the meeting.

Section 7. DIRECTORS ACTION WITHOUT MEETING

Any action required or permitted to be taken by the Board of Directors may be taken without a meeting and with the same force and effect as if taken by a unanimous vote of Directors, if authorized by a writing signed individually or collectively by all members of the Board. Such consent reflecting the action taken shall be filed with the regular minutes of the Board.

A majority of the total number of Directors shall be necessary to constitute a quorum for the transaction of business.  Unless the Articles of Incorporation or Bylaws require a greater number, the action of a majority of the Directors present at any meeting at which there is a quorum, when duly assembled, is valid as a corporate act; provided that a minority of the Directors, in the absence of a quorum, may adjourn from time to time, but may not transact any business. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by a majority of the required quorum for such meeting.

Section 8. EFFECT IF ONLY A SOLE DIRECTOR IS REQUIRED.

In the event only one (1) Director is required by the Bylaws or Articles of Incorporation, any reference herein to notices, waivers, consents, meetings or other actions by a majority or quorum of the Directors shall be deemed to refer to such notice, waiver, etc., by such sole Director, who shall have all the rights and duties and shall be entitled to exercise all of the powers and shall assume all the responsibilities otherwise herein described as given to a Board of Directors.
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ARTICLE IV
OFFICERS - MANAGEMENT


Section 1. OFFICERS.

The officers of the corporation shall be a President, a Secretary, and a Treasurer. The corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article IV. Any number of offices may be held by the same person.

Section 2. ELECTION OF OFFICERS.

The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 3 of this Article IV relating to appointment of subordinate officers or Section 5 of this Article IV relating to vacancies, shall be chosen annually by the Board of Directors. Each officer shall hold office until he or she shall resign or shall be removed or otherwise disqualified to serve, or a successor shall be elected and qualified.

Section 3. SUBORDINATE OFFICERS.

The Board of Directors may appoint such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the Bylaws or as the Board of Directors may from time to time determine.

Section 4. REMOVAL AND RESIGNATION OF OFFICERS.

Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board of Directors, at any regular or special meeting to the Board.  Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

Section 5. VACANCIES IN AN OFFICE.

A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the Bylaws for regular appointments to that office.
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Section 6. CHAIRMAN OF THE BOARD.

The Chairman of the Board, if such an officer be elected, shall, if present, preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned by the Board of Directors or prescribed by the Bylaws. If there is no President, the Chairman of the Board shall in addition be the Chief Executive Officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article IV.

Section 7. PRESIDENT.

Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. He or she shall preside at all meetings of the Shareholders and in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. The President shall be ex officio a member of all the standing committees, including the Executive Committee, if any, and shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws.

Section 8. VICE PRESIDENT.

In the absence or disability of the President, the Vice Presidents, if any, in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to, all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the Bylaws.

Section 9. SECRETARY.

The Secretary shall have the following duties:

(a) Book of Minutes.  The Secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Directors may order, of all meetings of Directors and Shareholders, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Directors' meetings, the number of shares present or represented at Shareholders' meetings and the proceedings thereof.
8
(b) Record of Shareholders.  The Secretary shall keep, or cause to be kept, at the principal office or at the office of the corporation's transfer agent, a share register, or duplicate share register, showing the names of the Shareholders and their addresses; the number and classes of shares held by each; the number and date of certificates issued for the same; and the number and date of cancellation of every certificate surrendered for cancellation.

(c) Notice of Meetings.  The Secretary shall give, or cause to be given, notice of all the meetings of the Shareholders and of the Board of Directors required by the Bylaws or by law to be given. He or she shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors.

(d) Other Duties. The Secretary shall keep the seal of the corporation, if any, in safe custody. The Secretary shall have the responsibility for preparing minutes of meetings of the Directors and meetings of Shareholders and authenticating records of the corporation. The Secretary shall have such other powers and perform such other duties as prescribed by the Board of Directors.

Section 10.  TREASURER

The Treasurer shall keep and maintain, or cause to be kept and maintained in accordance with generally accepted accounting principles, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, earnings (or surplus) and shares. The books of account shall at all reasonable times be open to inspection by any Director.

The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the Board of Directors. He or she shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, an account of all of his or her transactions and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.
9
ARTICLE V
MEETINGS OF SHAREHOLDERS


Section 1. PLACE OF MEETINGS.

Unless otherwise provided in the Articles of Incorporation, all meetings of the Shareholders shall be held at the principal executive office of the corporation within the State of Nevada unless some other appropriate and convenient geographical location is designated for that purpose from time to time by a resolution of the Board of Directors.

Section 2. ANNUAL MEETINGS OF SHAREHOLDERS.

The annual meetings of the Shareholders shall be held, each year, at the time and on the day and location following:

Time of Annual Meeting:                                                        9:00 AM
Date of Annual Meeting:                                                        April 3th
Location of Annual Meeting:                                             221 East Walnut Street, Suite 122, Pasadena, CA   91101

If this day shall be a legal holiday, then the meeting shall be held on the next succeeding business day, at the same hour. At the annual meeting, the Shareholders shall elect a Board of Directors, consider reports of the affairs of the corporation and transact such other business as may be properly brought before the meeting.  The initial annual meeting of Shareholders shall be held within fifteen (15) months of the date of the filing of the Articles of Incorporation with the Secretary of State.  A record of any vote or other action taken at the meeting shall be kept.

Section 3. SPECIAL MEETINGS OF SHAREHOLDERS.

Special meetings of the Shareholders may be called at any time by the Board of Directors, the President, or at the signed and dated request of one or more Shareholders holding not less than one-tenth (1/10) of the votes entitled to be cast on any issue proposed to be considered at the special meeting.

Special meetings of Shareholders may be held in or out of the state of incorporation at a place fixed by the Board or otherwise at the principal executive office of the corporation.

Section 4. LIST OF SHAREHOLDERS.

After the record date for a meeting or adjournment thereof has been fixed, the corporation shall prepare an alphabetized list of names, addresses and number of shares held by each Shareholder, entitled to notice, arranged by voting group, and within each voting group by class or series in each case as reflected in the records of the corporation.
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Section 5. NOTICE OF MEETINGS OF SHAREHOLDERS.

Notice of meetings, annual or special, shall be given in writing not less than ten (10) nor more than sixty (60) days before the date of the meeting to Shareholders entitled to vote thereat.  The notices shall be given by the Secretary or the Assistant Secretary, or if there be no such officer, or in the case of his or her neglect or refusal, by any Director or Shareholder.

The notices shall be given personally or by mail or other means of written communication allowed under the Corporation Law including by personal delivery, first class mail, facsimile, E-mail, or other form of electronic transmission and shall be sent to the Shareholder's address appearing on the books of the corporation, or supplied by him or her to the corporation for the purpose of notice, and in the absence thereof, as provided under the Corporation Law.

Notice of any meeting of Shareholders shall specify the place, the day and the hour of meeting, the means, if any, of electronic or remote participation by which a Shareholder may participate and be considered present and eligible to vote, and (1) in case of a special meeting, the general nature of the business to be transacted and no other business may be transacted, or (2) in the case of an annual meeting, those matters which the Board at date of mailing, intends to present for action by Shareholders. At any meetings where Directors are to be elected, notice shall include the names of the nominees, if any, intended at date of notice to be presented by management for election.

Notice shall be deemed given at the time it is delivered personally or deposited in the mail or sent by other means of written communication.  The officer giving such notice or report shall prepare and file an affidavit or declaration thereof.

When a meeting is adjourned for forty-five (45) days or more, notice of the adjourned meeting shall be given as in case of an original meeting. Save, as aforesaid, it shall not be necessary to give any notice of adjournment or of the business to be transacted at an adjourned meeting other than by announcement at the meeting of time and place at which such adjournment is taken.

Section 6. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS.

A Shareholder may in writing waive any notice of meeting before or after the date of meeting stated in the notice.  The transactions of any meeting of Shareholders, however called and noticed, shall be valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the Shareholders entitled to vote, not present in person or by proxy, sign a written waiver of notice, or a consent to the holding of such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records and made a part of the minutes of the meeting. Attendance at the meeting of Shareholders shall constitute a waiver of notice of the meeting, unless objection shall be made at the beginning of the meeting to holding the meeting.
11
Section 7. ALL SHAREHOLDERS ACTING WITHOUT A MEETING.

Any action which may be taken at a meeting of the Shareholders, may be taken without a meeting or notice of meeting if authorized by a writing signed by all of the Shareholders entitled to vote at a meeting for such purpose, setting forth the action taken and filed with the Secretary of the corporation for filing with the minutes of proceedings of the Board in the records of the corporation.

Section 8. OTHER ACTIONS OF SHAREHOLDERS WITHOUT A MEETING.

Action that may be taken at a meeting of Shareholders may be taken without meeting, if the action is taken by all Shareholders entitled to vote on the action.  Further, unless otherwise provided in the Corporation Law or the Articles of Incorporation, any action which may be taken at any annual or special meeting of Shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, signed and dated by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  The signed consents shall be delivered to the corporation as required by the Corporation Law.

Unless the consents of all Shareholders entitled to vote have been solicited in writing,

(1)
Notice of any approval by Shareholders without a meeting by less than unanimous written consent shall be given at least ten (10) days before the consummation of the action authorized by such approval, and

(2)
Prompt notice shall be given of the taking of any other corporate action approved by Shareholders without a meeting by less than unanimous written consent, to each of those Shareholders entitled to vote who have not consented in writing.

Section 9. QUORUM FOR MEETINGS OF SHAREHOLDERS.

The holders of a majority of the shares entitled to vote thereat, that are present in person, or by use of authorized communications equipment or represented by proxy shall constitute a quorum at all meetings of the Shareholders for the transaction of business except as otherwise provided by these Bylaws.

If, however, such majority (or other required greater number) shall not be present or represented at any meeting of the Shareholders, the Shareholders entitled to vote thereat, present in person, or by proxy, shall have the power to adjourn the meeting from time to time, until the requisite amount of voting shares shall be present. At such adjourned meeting at which the requisite amount of voting shares shall be represented, any business may be transacted which might have been transacted at a meeting as originally notified.
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If a quorum be initially present, the Shareholders may continue to transact business for the remainder of the meeting until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum, if any action taken is approved by a majority of the Shareholders required to initially constitute a quorum.

Section 10. VOTING BY SHAREHOLDERS.

Unless otherwise provided in the Articles of Incorporation or the Corporation Law, each Shareholder of record on the day next mentioned shall be entitled to one vote for each share of stock held. The Shareholders may vote by voice or ballot provided their own election for Directors must be by voice only if demanded by any Shareholder before the voting has begun.  Only persons in whose names shares entitled to vote stand on the stock records of the corporation on the day of any meeting of Shareholders, unless some other day be fixed by the Board of Directors for the determination of Shareholders of record, and then on such other day, shall be entitled to vote at such meeting.

Section 11. FIXING DATE FOR MEETINGS OF SHAREHOLDERS.

Unless otherwise provided in the Articles of Incorporation, the Board of Directors may fix a time in the future not exceeding sixty (60) days preceding the date of any meeting of Shareholders or less than ten (10) days, as a record date for the determination of the Shareholders entitled to notice of and to vote at any such meeting.  In such case, only Shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting, as the case may be notwithstanding any transfer of any share on the books of the corporation after any record date fixed as aforesaid. The Board of Directors may close the books of the corporation against transfers of shares during the whole or any part of such period.

Section 12. PROXIES.

Every Shareholder entitled to vote, or to execute consents or dissents, may do so, either in person or by written proxy or otherwise executed and transmitted to the corporation. A proxy is valid for a maximum period provided in the Corporation Law unless revoked or a different period is stated therein.

Section 13. ORGANIZATION OF MEETINGS OF SHAREHOLDERS.

The President, or in the absence of the President, any Vice President, shall call the meeting of Shareholders to order, and shall act as chairman of the meeting. In the absence of the President and all of the Vice Presidents, Shareholders shall appoint a chairman for such meeting. The Secretary of the corporation shall act as Secretary of all meetings of the Shareholders, but in the absence of the Secretary at any meeting of the Shareholders, the presiding officer may appoint any person to act as Secretary of the meeting.
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Section 14. INSPECTORS OF ELECTION AT MEETINGS.

In advance of any meeting of Shareholders, the Board of Directors may, if they so elect, appoint one or more inspectors of election to act at such meeting or any adjournment thereof. If inspectors of election be not so appointed, or if any persons so appointed fail to appear or refuse to act, the chairman of any such meeting shall, make such appointment at the meeting.

These inspectors shall:

(a)
determine the number of shares outstanding and the voting power of each share;
(b)
determine the shares represented at the meeting and the existence of a quorum;
(c)
determine the authenticity, validity, and effect of proxies and ballots;
(d)
receive votes, ballots, waivers, releases, or consents;
(e)
hear and determine all challenges and questions in any way arising in connection with the right to vote or the vote;
(f)
count and tabulate all votes or consents;
(g)
determine when the polls shall close;
(h)
determine the result; and
(i)
do any other acts that may be proper to conduct the election or vote with impartiality and fairness to all Shareholders.

Section 15. ELECTRONIC PARTICIPATION IN MEETINGS OF SHAREHOLDERS.

Shareholders and Proxyholders may participate in a meeting of Shareholders by means of a telephone conference or any similar method of interactive electronic communication or transmission by which all persons participating in the meeting can hear and speak to each other.  Participation by such means constitutes presence in person at the meeting.

Unless otherwise restricted by the Articles of Incorporation or Bylaws, the Board of Directors may hold a meeting of Shareholders conducted solely by means of remote communication.  Subject to any guidelines and procedures adopted by the Board of Directors, Shareholders and Proxyholders not physically present at a meeting of Shareholders may participate in the meeting by means of remote communication and are considered present in person and may vote at the meeting if all of the following are met:

The corporation implements reasonable measures to verify that each person considered present and permitted to vote at the meeting by means of remote communication is a Shareholder or Proxyholder.
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The corporation implements reasonable measures to provide each Shareholder and Proxyholder a reasonable opportunity to participate in the meeting and to vote on matters submitted to the Shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings.

If any Shareholder or Proxyholder votes or takes other action at the meeting by means of remote communication, a record of the vote or other action is maintained by the corporation.
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ARTICLE VI
CERTIFICATES AND TRANSFER OF SHARES


Section 1. CERTIFICATES FOR SHARES.

Certificates for shares shall be of such form and device as the Board of Directors may designate and shall state on the face the name of the corporation, state of incorporation, the name of the record holder of the shares represented thereby; the number of shares represented, class of shares, designation of series; the par value or a statement that the shares are without par value; date of issuance; a statement of the rights, privileges, preferences, restrictions or limitations, if any; a conspicuous statement as to the rights of redemption or conversion, if any; a statement of liens or restrictions upon transfer or voting, if any; whether or not the shares are assessable or, whether assessments are collectible by personal action.

All certificates shall be signed in the name of the corporation by the Chairman of the Board or Vice Chairman of the Board or the President or Vice President and by the Treasurer, certifying the number of shares and the class or series of shares owned by the Shareholder.

Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer, transfer agent, or registrar before that certificate is issued, it may be issued by the corporation with the same effect as if that person were an officer, transfer agent, or registrar at the date of issue.

Section 2. TRANSFER ON STOCK LEDGER.

Upon surrender to the Secretary or transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its stock ledger.

Section 3. TRANSFER AGENTS AND REGISTRARS.

The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars, which shall be an incorporated bank or trust company, either domestic or foreign, who, shall be appointed at such times and places as the requirements of the corporation may necessitate and the Board of Directors may designate.

Section 4. RECORD DATE

In order that the corporation may determine the Shareholders entitled to notice of any meeting, any adjournments of a meeting for which notice is required, to vote at any meeting, give written consent or dissent to action without meeting or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days prior to the date of the meeting or date of payment nor more than sixty (60) days prior to any other action.
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If no record date is fixed, the record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be at the close of business on the business day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

Unless the Articles of Incorporation or the Corporation Law provide otherwise, the record date for determining Shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is given by delivery to the registered office of the corporation in the State of Nevada.

Unless the Articles of Incorporation or the Corporation Law otherwise provides, the record date for determining Shareholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto, or the sixtieth (60th) day, prior to the date of such other action, whichever is later.

Section 5. LEGEND CONDITION.

In the event any shares of this corporation are issued pursuant to a permit or exemption therefrom requiring the imposition of a legend condition, the person or persons issuing or transferring said shares shall make sure said legend appears on the certificate and shall not be required to transfer any shares free of such legend unless an amendment to such permit or a new permit be first issued so authorizing such a deletion.

Section 6. LOST OR DESTROYED CERTIFICATES.

Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of the fact and shall, if the Directors so require, give the corporation a bond of indemnity, in form and with one or more sureties satisfactory to the Board, whereupon a new certificate may be issued in the same tenor and for the same number of shares as the one alleged to be lost or destroyed.
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ARTICLE VII
RECORDS – INSPECTION - FILINGS - CHECKS - CONTRACTS - REPORTS

 
Section 1. RECORDS.

The corporation shall maintain, in accordance with generally accepted accounting principles, adequate, appropriate, complete and correct accounts, books and records of its business and properties including financial statements.  The corporation shall maintain a copy of the Articles of Incorporation certified as filed by the Secretary of State and all amendments thereto, a copy of the Bylaws certified by an officer of the corporation and all amendments thereto, resolutions adopted by the Board of Directors (and the committees thereof) including but not limited to those creating one or more classes or series of shares and fixed relative rights, preferences and limitations, minutes of all meetings of Shareholders records of all actions taken by Shareholders without meeting, all written communications by corporation to Shareholders, a stock ledger reflecting the original issuance of shares, revised at least annually and a current list of its Shareholders showing number of shares of each class and series held and address of each Shareholder, dates when each Shareholder becomes owner of record, names alphabetically arranged by voting group and within each voting group by class or series, names and addresses of current Directors and officers, annual report most recently filed with the Secretary of State, financial statements for the past three years and tax returns for the past six years.

Section 2. INSPECTION OF BOOKS AND RECORDS.

All records described in Section 1 above shall be open to inspection and available for the making of photocopies and extracts therefrom to Directors and Shareholders.

Section 3. ANNUAL FILINGS.

As required by the Corporation Law, the corporation shall periodically file a statement, list, or registration with the Secretary of State with any fees required.

Section 4. CHECKS, DRAFTS, ETC.

All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 5. EXECUTION OF CONTRACTS.

The Board of Directors, except as in the Bylaws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or agreement, or to pledge its credit, or to render it liable for any purpose or to any amount.
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ARTICLE VIII
AMENDMENTS TO BYLAWS AND CONSTRUCTION


Section 1. AMENDMENT OF BYLAWS BY SHAREHOLDERS.

Subject to the Corporation Law or the Articles of Incorporation, replacement Bylaws may be adopted or these Bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the Articles of Incorporation of the corporation set forth the number of authorized Directors of the corporation, the authorized number of Directors may be changed only by an amendment of the Articles of Incorporation.

Section 2. AMENDMENT OF BYLAWS BY DIRECTORS.

The Board of Directors may adopt, amend or repeal any of these Bylaws other than a Bylaw or amendment thereto fixing the authorized number of Directors or changing a quorum or voting requirement for the Board of Directors provided the power to amend the Bylaws is conferred or permitted in the Articles of Incorporation.

Section 3. RECORD OF AMENDMENTS.

Whenever an amendment or new Bylaw is adopted, it shall be copied in the book of Bylaws with the original Bylaws, in the appropriate place. If any Bylaw is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be stated in the book of Bylaws.

Section 4. CONSTRUCTION AND INTERPRETATION.

Unless the context requires otherwise, the general provision rules of construction and definition of the Corporation Law shall govern the Bylaws. Without limiting the generality of this provision, the singular number includes plural, the plural number includes the singular.  These Bylaws (and any amendments thereto) shall not be construed in a manner inconsistent with the Articles of Incorporation or the applicable provisions of the Corporation Law.  Any provision of the Bylaws that is inconsistent with the Articles of Incorporation or the Corporation Law shall be invalid only to the extent reasonably necessary for the provision to comply with the Articles of Incorporation or Corporation Law as the case may be.
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ARTICLE IX
MISCELLANEOUS


Section 1.  CORPORATE SEAL.

The corporate seal shall be circular in form, and shall have inscribed thereon the name of the corporation, the year or date of its incorporation, and the state of incorporation.

Section 2. REPRESENTATION OF SHARES IN OTHERS.

Shares of other corporations standing in the name of this corporation may be voted or represented and all incidents thereto may be exercised on behalf of the corporation by the Chairman of the Board, the President or any Vice President and the Secretary or an Assistant Secretary.

Section 3. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

The liability of the officers and Directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under the Corporation Law.  The corporation may provide and maintain insurance on behalf of any person serving as Director or other officer against any liability asserted against such person.

Section 4. ACCOUNTING YEAR AND ACCOUNTING METHOD.

The accounting year and accounting method of the corporation shall be fixed by resolution of the Board of Directors.

Section 5.  OTHER TAX ELECTIONS.

The Board of Directors may authorize the Treasurer to prepare and file such other tax elections as the Board of Directors deems appropriate.

Section 6. SUBSIDIARY CORPORATIONS.

Shares of this corporation owned by a subsidiary shall not be entitled to vote on any matter. A subsidiary for these purposes is defined as a corporation, the shares of which possessing more than 25% of the total combined voting power of all classes of shares entitled to vote, are owned directly or indirectly through one (1) or more subsidiaries.
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CERTIFICATE OF ADOPTION OF BYLAWS OF EOS INC.


ADOPTION BY FIRST DIRECTOR(S) .

The undersigned Director(s) named in the Articles of Incorporation, or the duly elected First Director(s) of the above named corporation, hereby adopt the same as the Bylaws of said corporation.

Executed on: April 3, 2015




____________________________________
Yu Cheng Yang, Director
 
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CERTIFICATE OF SECRETARY
OF ADOPTION OF BYLAWS
OF
EOS INC.
BY FIRST DIRECTOR(S)


I DO HEREBY CERTIFY AS FOLLOWS:

That I am the duly elected, qualified and acting Secretary of the above named corporation, that the foregoing Bylaws were adopted as the Bylaws of said corporation on the date set forth above by the person(s) named in the Articles of Incorporation as the First Director(s) of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal on April 3, 2015.





____________________________________
Yu Cheng Yang, Secretary
 
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CERTIFICATE OF SECRETARY
OF ADOPTION OF BYLAWS
OF
EOS INC.
BY VOTE OF SHAREHOLDERS


THIS IS TO CERTIFY:


That I am the duly elected, qualified and acting Secretary of the above named corporation and that the above and foregoing Code of Bylaws was submitted to the Shareholders at their first meeting and recorded in the minutes thereof, was ratified by the vote of Shareholders entitled to exercise the majority of the voting power of said corporation.


IN WITNESS WHEREOF, I have hereunto set my hand this day on
April 3, 2015




____________________________________
Yu Cheng Yang, Secretary
 
 
 
 
 
 
 
 
 
 
 
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Exhibit 5.1

Stepp Law Corporation
15707 Rockfield Blvd.
Suite 101
Irvine, California 92618

September 8, 2015

EOS Inc.
Room 1106, 11F., No. 101, Section 2, Nanjing E. Road,
Zhongshan District,
Taipei City, 104, Taiwan (Republic of China)

Attention:                            Yu Cheng Yang

Re:              Registration Statement on Form S-1

Dear Mr. Yang:

As special counsel to EOS Inc., a Nevada corporation (the "Company"), we have been requested to provide our opinion regarding 10,000,000 shares of the Company’s common stock to be registered for sale by the Company pursuant to the provisions of that certain registration statement on Form S-1, which is anticipated to be filed by the Company with the Securities and Exchange Commission (the “Commission”) (the "Registration Statement") (the “Shares”). Accordingly, the purpose of this letter is to respond, in writing, to that request and furnish that opinion.  The opinion specified in this letter is limited to Nevada law.

For purposes of providing the opinion specified in this letter, we have made such legal and factual examinations and inquiries, including an examination of photocopies, identified to our satisfaction to be true copies of various records of the Company, including the Registration Statement and such other documents, instruments, corporate records and public records as we have deemed necessary or appropriate.  Also, we have obtained from officers of the Company, and have relied upon, such certificates, representations and assurances as we deem necessary or appropriate for the purposes of providing that opinion.

Without limiting the generality of the foregoing, we have, with your permission, assumed without independent verification that (i) each natural person executing a document has sufficient legal capacity to do so; (ii) all documents submitted to us as originals are authentic, the signatures on all documents that we have examined are genuine and all documents submitted to us as photocopies, electronic or facsimile copies conform to the
original document; and (iii) all records made available to us by the Company and all public records we have reviewed are accurate and complete.

Based on the foregoing and in reliance thereon and subject to the qualifications, limitations, exceptions and assumptions specified in this letter, it is our opinion that the Shares (i) have been duly and validly authorized for issuance and (ii) when issued pursuant to the Registration Statement, will be validly issued, fully paid, and non-assessable.

The opinion specified in this letter is as of the date of this letter, and we assume no obligation to update or supplement that opinion, if any applicable law changes after the date of this letter or if we become aware after the date of this letter of any fact, whether existing before or occurring after the date of this letter, that might change the opinion specified in this letter.

We consent to the (i) use of this letter as an exhibit to the Registration Statement, (ii) disclosure in the prospectus portion of the Registration Statement of the opinion specified in this letter, and (iii) use of our name in the Registration Statement. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required pursuant to Section 7 of the Securities Act of 1933, or the rules and regulations of the Commission.

We confirm that we furnish no opinion with respect to the truth and accuracy or the completeness of the Registration Statement.  The opinion specified in this letter is expressly limited to the matters specified in this letter, and we furnish no opinion, express or implied, as to any other matter relating to the Company or its securities.  Accordingly, no provision of this letter is intended to be, nor shall any such provision be construed as, an opinion concerning any matter not specified in this letter.  We do not assume any obligation to inform the Company of any changes to the foregoing subsequent to the date of this letter.

Finally, of course, in the event that you have questions or comments regarding this matter, please do not hesitate to contact us. Thank you.

Sincerely,

STEPP LAW CORPORATION

/s//s/  Thomas E. Stepp, Jr.
By:  Thomas E. Stepp, Jr.
TES/srd
Exhibit 10.1
DISTRIBUTION AGREEMENT

THIS DISTRIBUTION AGREEMENT ("Agreement") is made and entered into in duplicate this 1st day of May 2015 (the "Effective Date"), by and among EOS Inc., a Nevada corporation (the "Distributor"), and A.C. (USA) Inc., a California corporation (the "Company").
 
RECITALS
 
A.  The Distributor is a corporation duly organized, validly existing and in good standing pursuant to the laws of the State of Nevada, with the corporate power to own property and carry on its business as that business in now being conducted.
B.  The Company is a corporation duly organized, validly existing and in good standing pursuant to the laws of California, with the corporate power to own property and to carry on its business as that business is now being conducted.
C.  The Company is engaged in the business of manufacturing and selling those certain skin care products which are specified more particularly on that schedule attached to this Agreement marked "Schedule A" and the provisions of which, by this reference, are made a part of this Agreement, as though specified completely and specifically at length in this Agreement (the "Products").
D.  The Company desires to grant to the Distributor, and the Distributor desires  to acquire from the Company, the exclusive right to develop a demand for, market, promote, sell and  distribute the Products in the Territory (hereinafter defined), on the terms and subject to the  conditions specified in this Agreement.
 
NOW, THEREFORE, BASED UPON THE FOREGOING RECITALS, WHICH, BY THIS REFERENCE, ARE MADE A PART OF THIS AGREEMENT PROPER, AND IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS AND UNDERTAKINGS HEREIN CONTAINED AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, WITH THE INTENT TO BE OBLIGATED LEGALLY, THE PARTIES HERETO AGREE WITH EACH OTHER AS FOLLOWS:

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ARTICLE I
DISTRIBUTORSHIP
 
Section 1.1  Appointment.    a. The Company grants to the Distributor the exclusive right, to promote, market, distribute, and sell the Products in that geographic area described more particularly in that schedule attached to this Agreement marked "Schedule B" and the provisions of which, by this reference, are made a part of this Agreement, as though specified completely and specifically at length in this Agreement. The geographic area so described, and as may be subsequently enlarged, reduced, or otherwise changed in area with the mutual consent of the parties hereto, shall be referred to in this Agreement as the "Territory."
b. During the Term, the Company shall not appoint any other or different person to develop demand for, promote, market, distribute, or sell the Products in the Territory.
 
Section 1.2  Acceptance.   The Distributor accepts the grant of authority from Company to develop demand for, promote, market, sell and distribute the Products within the Territory.
 
Section 1.3   Term.  The initial term of this Agreement shall continue for a period of 5 years from the Effective Date, unless terminated earlier as specified hereinafter.  This Agreement may be renewed by the Distributor for succeeding terms of 5 years each, unless the Company gives notice to the Distributor at least 90 days prior to the expiration of any term of this Agreement of the Company's intention not to renew this Agreement. The "Term" as used in this Agreement shall mean the entire period of appointment by the Company to the Distributor of those rights specified by the provisions of Section 1.1 of this Agreement.
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ARTICLE II
OPERATIONS
 
Section 2.1  Acceptance of Orders and Filling Thereof.
a. All orders the Company receives from the Distributor for the Products are subject to acceptance by the Company.
b. The Company shall use its best efforts to fill orders solicited by the Distributor as promptly as practicable. In all cases, the Company shall use its best efforts to advise the Distributor in advance of any inability to make full and timely delivery of any Product which the Distributor has ordered and the reasons therefor.
 
Section 2.2 Price and Payment.
a. The Company shall sell to the Distributor the Products at the net prices specified more completely on that schedule attached to this Agreement marked "Schedule A" and the provisions of which, by this reference, are made a part of this Agreement, as though specified completely and specifically at length in this Agreement.  Those prices include packaging, normal marks, freight, loading and customs charges.
b. The Company may change those prices in the normal course of its business.
c. Those prices shall be in U.S. Dollars (US$).
d. The Distributor shall pay the Company for the Products pursuant to those terms and conditions specified more particularly on that schedule attached to this Agreement marked "Schedule C" and the provisions of which, by this reference, are made a part of this agreement, as though specified completely and specifically at length in this Agreement.
 
Section 2.3                            Distributor's Efforts.  The Distributor shall use its best efforts to promote demand for and sale of the Products and shall maintain adequate facilities and sales personnel for that purpose.
 
Section 2.4  Appointment of Dealers, Salesmen and Other Representatives.   The Distributor shall work and develop the Territory to the satisfaction of the Company and, in doing so, shall appoint dealers, sales agents, or other representatives to sell the Products in the Territory.
 
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Section 2.5   Improvements. If the Company makes any improvement(s) in any of the Products, the Company shall promptly advise the Distributor of such improvements and provide full and complete information and details with respect thereto, as all such improvements shall be made available to customers solicited by the Distributor. The Company shall use its best efforts to maintain and enhance the quality, usefulness, and acceptance of the Products.
 
Section 2.6  Freight Charges.  The Company shall pay freight charges for delivery of the Products to the Distributor or to the Distributor's purchaser.  The freight policies of the Company are specified more particularly on that schedule attached to this Agreement marked Schedule "D" and the provisions of which, by this reference, are made a part hereof as though specified completely and specifically at length in this Agreement.
 
Section 2.7  Supplies and Deliveries.
a. The Company shall deliver the Products ordered by the Distributor to that location or locations determined by the Distributor.  No later than 24 hours after each shipment of Products, the Company shall inform the Distributor of such shipment, including the Products shipped and anticipated delivery date.  The Company shall deliver the Products ordered by the Distributor in such quantities as the Distributor shall designate.  The Company will ship and deliver products ordered by the Distributor no later than 10 days after the date of such order.
b. The Company shall maintain sufficient inventory and supplies to enable it to fulfill and shall stand ready to deliver promptly all Products ordered by the Distributor. The Company shall furnish to the Distributor such information relating to the delivery of the Products as the Distributor may reasonably require.
 
Section 2.8  Return of Products for Credit.
a. Subject to the provisions of Subsection b of this section, unless the Company shall have authorized or permitted the return of any Products, the Company shall not be obligated to accept any Products, nor make any exchange thereof, nor to credit the Distributor therefor.
b. Except in the case of damage or defect attributable to the Company, the Distributor shall not make any claim against the Company for any damaged or defective Product.
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Section 2.9  Common Carriers Agents of the Distributor.  Whenever the Company shall deliver or cause to be delivered to a common carrier any Products ordered by the Distributor, whether or not the particular carrier shall have been designated in the shipping or routing instructions of the Distributor, the Distributior shall not be responsible for any delays or damages in shipment, and the common carrier shall be and hereby is, the agent of the Company.
 
Section 2.10    Right to Use Name.
a. Subject to the provisions of Subsection b of this section, the Distributor may use those names applied to the Products by the Company in any promotion or advertising of the Products.
b. Upon the termination of this Agreement, or upon request of the Company, the Distributor shall discontinue use of each such name in any promotion or advertising and thereafter shall not use any such name directly or indirectly in connection with the business of the Distributor, nor use any other name, title, or image so resembling any such name, title or image that it would probably cause confusion or uncertainty or deceive the public.
 
Section 2.11   The Company Assistance in Training. The Company shall, as reasonably requested by the Distributor, (1) render advice to the Distributor in connection with the Distributor's marketing, promotion, sale, and distribution of the Products, (2) familiarize the Distributor with the Products, and (3) render assistance to the Distributor in training the Distributor's employees and representatives, if any, in connection with the Products. The Company shall provide support and assistance by email or other electronic means as determined by the Company free of charge to the Distributor.
 
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Section 2.12    Licenses.   Any and all export and similar licenses required for delivery of the Products shall be obtained by the Company.
 
Section 2.13     Inspection and Quality.
a. The quantity of all Products ordered by the Distributor shall be measured and determined both before and after loading.
b. Quality analysis of the Products ordered by the Distributor shall be based upon samples.  Acceptance of any and all Products ordered by the Distributor shall be made no later than 20 days from the date of delivery of those Products at the facilities of the final purchaser of those Products.
 
ARTICLE III
COMPANY'S COVENANTS, REPRESENTATIONS, AND WARRANTIES
 
The Company covenants, represents, and warrants to the Distributor the following, which are deemed to be material covenants, representations and warranties by the Company, and which are made to induce the Distributor to enter into and execute this Agreement.
 
Section 3.1  Sales Promotion Campaigns.   At such times as the Company conceives and institutes any campaigns for the promotion, marketing, sale or distribution of the Products, the Company shall make available to the Distributor, at the Company's cost, any and all sales literature used in the marketing, sale, promotion and distribution of the Products; provided, however, the Distributor shall pay the cost of printing on such sales literature the name, address, and telephone number, and website address of the Distributor and any other information the Distributor desires to be imprinted on such sales literature not printed by the Company.
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Section 3.2  The Distributor's Advertising.   The Distributor may perform advertising activities in the Territory to promote sales of the Products.
 
Section 3.3  Trademarks and Copyrights.   The Company has not infringed, and is not now infringing, on any trade name, trademark, service name, service mark, patent, or copyright belonging to any other person.  The Company is not a party to any legal action, whether as a manufacturer, distributor, licensor, licensee or otherwise, with respect to any trade names, trademarks, service names, service marks, copyrights, patents or applications therefor which pertain to the Company's name or the Products.
 
Section 3.4  Defense and Protection of Trade Name Copyright and Patent; Indemnification (a)  In the event the Company's trade name, or the Products is alleged to infringe or mislead another's name copyright, patent, or product and the Distributor is thereby prohibited from using the Company's trade name or marketing and distributing the Products, or the Distributor is challenged in a court of competent jurisdiction or by arbitration to cease and desist using the Company's trade name or the Products or to pay damages for use of the Company's trade name or the Products, the Company, at its sole expense, shall defend against any such challenge and procure for the Distributor the right to use the Company's trade name and market and distribute the Products.  Each party shall notify the other of any alleged infringement or challenge to the Company's trade name or the Products that comes to such party's attention.  If the Company fails to defend against any such challenge, the Distributor, in the Distributor's sole and absolute sole discretion, may defend against such challenge.  In the event the Distributor does accept the obligation to defend and preserve the integrity of the Company's trade name or the Products pursuant to this section, the Distributor shall have an offset of any money due and owing the Company from Distributor in the amount equal to the costs and fees incurred by the Distributor in such defense and preservation.
(b)The Company shall be solely responsible for the performance of the Products and for the protection of the Company's trade names, service marks, trademarks, patents, copyrights, and service names.  The Company assumes all responsibility for, and shall pay all liabilities and expenses relating to, the Products, trade names, service marks, patents, copyrights, trademarks and service names.
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(c)The Company shall indemnify and hold the Distributor free and harmless from and against any and all claims, liabilities, losses, costs, expenses, or damages howsoever caused by reason of the Products (whether or not defective) or any act of omission or commission of the Company, including, but not limited to, any injury (whether to body, property, or personal or business character or reputation) sustained by any person or to any person or to property, and for infringement of any rights or other rights of third parties, and for any violation of municipal, state, federal or similar laws or regulations governing the Products, or the sale of the Products, which may result from the sale, marketing, promotion, or distribution by the Distributor of the Products.
 
Section 3.5  Authority To Execute This Agreement.   The Company has the right and power to enter into, execute, and deliver this Agreement and to grant the rights and privileges granted herein, and the Company shall indemnify and hold the Distributor free and harmless from any liability incurred in any dispute regarding those rights and privileges.  The Company shall indemnify and hold the Distributor free and harmless from and against any and all claims, damages, liabilities, costs and expenses, including attorneys' fees and court costs, because of any claim by any person resulting from the permitted exercise by the Distributor of the rights and privileges granted in this Agreement; provided, however, the Distributor shall notify the Company promptly, in writing, of any claim or litigation to which this indemnity applies.
 
Section 3.6  No Conflicting Agreement.   To the Company's best knowledge, there are no provisions of any existing agreement to which the Company is a party which materially affect the rights and privileges granted in this Agreement, or which would conflict with, or in any way prevent, the execution, delivery or performance by the Company of the terms, conditions and provisions of this Agreement.
 
Section 3.7  Full Disclosure.   Neither this Agreement nor any exhibit, document, brochure, memorandum or instrument furnished to the Distributor pursuant to this Agreement contains any untrue statement of a material fact or omits a material fact necessary to make the statements therein or herein not misleading.
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Section 3.8  Compliance with Law.   The Company has complied in all material respects with, and has not been cited for any violation of, any provincial or similar laws or regulations.
 
Section 3.9  Warranty of Products. The Company shall furnish to the Distributor the Company's standard warranties regarding the Products, as such warranties are established by the Company from time to time.  The Company shall be solely responsible for the design, development, supply, production, and performance of the Products.
 
Section 3.10 Survival.   The covenants, representations and warranties made by the Company in this Agreement are true and correct and shall survive the termination of this Agreement.
 
ARTICLE IV
DISTRIBUTOR'S COVENANTS, REPRESENTATIONS, AND WARRANTIES
 
The Distributor covenants, represents and warrants to the Company the following, which are deemed to be material covenants, representations and warranties by the Distributor, and are made to induce the Company to enter into and execute this Agreement.
 
Section 4.1  Right and Ability to Perform.   The Distributor has the right to enter into, execute, and deliver this Agreement and to perform the Distributor's obligations evidenced by the provisions of this Agreement.  The Distributor possesses the facilities and ability to promote the sale and distribution of the Products in the Territory.
 
Section 4.2 Prohibited Conduct. The Distributor shall not, in connection with the marketing and distribution of the Products, send or caused to be sent any unsolicited email (spam), including, but not limited to, news group postings, regarding the Products.
 
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Section 4.3 Distributor's Website . The Company is not responsible for the operation or maintenance of the Distributor's website. The Distributor shall not allow any of its websites to contain any information or data regarding the Products which is not approved by the Company in writing prior to use by the Distributor.
 
Section 4.4  Property Rights. Any and all intellectual properties, including, but not limited to, all ideas, websites, graphics, interfaces, codes, scripts, and arrangements, concepts, themes, computer programs or parts thereof, documentation or other literature, or illustrations, or any components thereof, conceived, developed, written, or contrived by the Company, either individually or in collaboration with others, shall belong to and be the exclusive and sole property of the Company.
 
Section 4.5 Indemnification.   The Distributor shall indemnify and hold the Company free and harmless from and against any and all claims, damages, liabilities, costs and expenses occurring because of any breach by the Distributor of any covenant, representation, warranty or agreement made by the Distributor herein; provided, however, the Company shall promptly notify the Distributor in writing of any claim to which this indemnity applies.
 
Section 4.6  No Conflicting Agreement.   To the Distributor's best knowledge, there are no provisions of any existing agreement to which the Distributor is a party which would conflict with, or in any way prevent, the execution, delivery or performance by the Distributor of the terms, conditions, and provisions of this Agreement. Section 4.7  Survival.   The representations and warranties made by the Distributor in this Agreement are true and correct and shall survive the termination of this Agreement.
 
Section 4.7  Survival.   The representations and warranties made by the Distributor in this Agreement are true and correct and shall survive the termination of this Agreement.
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ARTICLE V
TERMINATION
 
Section 5.1  Termination.   This Agreement shall terminate upon the occurrence of any of the following events:
(a)  Mutual consent of the parties;
(b)  The willful or permanent breach by the Distributor of the obligations of the Distributor to the Company created by the provisions of this Agreement, unless waived in writing by the Company;
(c)  The willful or permanent breach by the Company of the obligations of the Company to the Distributor created by the provisions of this Agreement, unless waived in writing by the Distributor;
(d)  The loss by the Company of legal capacity to contract;
(e)  The loss by the Distributor of legal capacity to contract;

(f)  The Distributor shall be subject to adjudication of bankruptcy or insolvency by a court of competent jurisdiction; the making by the Distributor of an assignment for the benefit of creditors pursuant to bankruptcy law; or the filing by the Distributor of a petition to accomplish any of the foregoing, unless such petition is dismissed within ninety (90) days thereafter; or
(g)  The Company shall be subject to adjudication of bankruptcy or insolvency by a court of competent jurisdiction; the making by the Company of an assignment for the benefit of creditors pursuant to bankruptcy law; or the filing by the Company of a petition to accomplish any of the foregoing, unless such petition is dismissed within ninety (90) days thereafter.
 
Section 5.2  Applicability of Terms After Termination.   In the event of the termination of this Agreement, any orders for the Products which the Distributor had placed previously and any other orders which may be executed within ninety (90) days subsequent to the effective date of termination shall remain valid and subject to this Agreement.
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ARTICLE VI
RECORDS AND ACCOUNTING STATEMENTS AND RELATIONSHIP
 
Section 6.1  Maintain Records.   The Distributor shall maintain accurate and complete records of all transactions made by the Distributor regarding the Products.  The Distributor shall continuously, throughout the Term and for a period of five (5) years thereafter, retain all books, records, papers, correspondence, vouchers and contracts relating to the Products.  After the expiration of such five (5) year period, the Distributor shall retain such books, records, papers, correspondence, vouchers and contracts which relate to transactions for which money is due and payable or a dispute between the Company and the Distributor is pending.
 
Section 6.2  Relationship of Parties.   The Distributor is not an employee of the Company for any purpose whatsoever, but, rather, an independent contractor.  The Company is interested only in the results obtained by the Distributor, who shall have exclusive and complete control of the manner and means of performing pursuant to the provisions of this Agreement.  Neither party shall have the right to require the other party to take any action or execute any document or instrument which would jeopardize the relationship of independent contractor between the Company and the Distributor.  Any and all expenses and disbursements, including, but not limited to, those for travel and maintenance, entertainment, office, clerical, and general selling expenses which may be incurred by the Distributor in connection with this Agreement shall be paid completely by the Distributor, and the Company shall not be responsible or liable therefor in any way whatsoever.  The Distributor does not have, nor shall the Distributor hold itself out as having, any right, power, or authority to create any contract or obligation, either expressed or implied to, on behalf of, in the name of, or obligating the Company, or to pledge the Company's credit, or extend credit in the name of the Company unless the Company shall consent thereto in advance in writing.  The Distributor shall have the right to appoint or otherwise designate suitable and desirable salespersons, employees, agents, and representatives ("Distributor's Representatives").  The Distributor shall be solely responsible for the Distributor's Representatives and their acts.  Distributor's Representatives shall be at the Distributor's own risk, expense, and supervision, and the Distributor's Representatives shall not have any claim against the Company for salaries, commissions, items of cost, or other forms of compensation or reimbursement, and the Distributor represents, warrants and covenants that the Distributor's Representatives shall be subordinate to the Distributor and subject to each and all of the terms, conditions and provisions of this Agreement.  The Company does not have, nor shall the Company hold itself out as having, any right, power, or authority to create any contract or obligation, either expressed or implied, on behalf of, in the name of, or obligating the Distributor, or to pledge the Distributor's credit, or extend credit in the Distributor's name unless the Distributor shall consent thereto in advance in writing, and the Company shall not use the Distributor's name in any manner whatsoever without the prior written authorization of the Distributor.
 
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Section 6.3  Indemnification. In addition to any other indemnification contemplated by this Agreement regarding indemnification, each party shall save the other party harmless from and against and shall indemnify the other party for any liability, loss, costs, expenses, or damages howsoever caused by reason of any injury (whether to body, property,  or personal or business character or reputation) sustained by any person or to any person or to property by reason of any act, neglect, default, or omission of such party or any of such party's agents, employees, or other representatives, and such party shall pay any and all amounts to be paid or discharged in case of any action for any such damages or injuries.  If either party is sued in any court for damages because of any of the acts of the other party specified in this section, such other party shall defend the resulting action (or cause that action to be defended) at such other party's own expense and shall pay and discharge any judgment which may be rendered in any such action; if such other party fails or neglects to so defend in such action, the party sued may defend the same and any expenses, including, but not limited to, reasonable attorneys' fees which that party may pay or incur in defending such action and the amount of any judgment which that party may be required to pay shall be reimbursed promptly upon demand.  Nothing herein is intended, nor shall it, relieve either party for liability for that party's own act, omission, or negligence.
 
ARTICLE VII
GENERAL
 
Section 7.1  Notices.  Any and all notices permitted or required to be given under the terms of this Agreement shall be in writing and may be served by (a) registered or certified mail, return receipt requested, postage prepaid, and addressed to the party to be notified at the appropriate address specified below; (b) delivering the same in person to such party, or by prepaid telegram, addressed to the party to be notified at said address; (c) delivery by Federal Express or other similar courier service, addressed to the party to be notified at such address; or (d) facsimile machine, or email (provided that such facsimile copy or email notice is confirmed by mail or other delivery in the manner previously described).  Notice given by certified mail as aforesaid shall be deemed given and received two (2) days after mailing, whether or not actually received.  Any notice given in any other above authorized manner shall be deemed received upon actual receipt; but shall also be deemed received upon attempted delivery if such delivery is not accepted.
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The addresses of the parties are as follows:

If to the Company:
A.C. (USA) Inc.
 
750 Stimson Avenue
 
City of Industry, California
   
If to the Distributor:
EOS Inc.
 
Room 1106, 11F., No. 101, Section 2,
 
Nanjing E. Road,  Zhongshan District,
 
Taipei City, 104, Taiwan (Republic of China)
 
The address of any party may be changed by notice given in the manner provided in this section.
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Section 7.2  Assignability.  Neither party shall sell, assign, transfer, convey or encumber this Agreement or any right or interest in this Agreement or pursuant to this Agreement, or suffer or permit any such sale, assignment, transfer or encumbrance to occur by operation of law without the prior written consent of the other party.  In the event of any sale, assignment, transfer or encumbrance consent to by such other party, the transferee or such transferee's legal representative shall agree with such other party in writing to assume personally, perform and be obligated by, the covenants, obligations, warranties, representations, terms, conditions and provisions specified in this Agreement.
 
Section 7.3  Successors and Assigns.  This Agreement shall inure to the benefit of and obligate the parties and their respective successors and assigns.  Whenever, in this Agreement, a reference to any party is made, such reference shall be deemed to include a reference to the successors and assigns of such party, however, neither this section nor any other portion of this Agreement shall be interpreted to constitute a consent to any assignment or transfer other than pursuant to and in accordance with the other provisions of this Agreement.
 
Section 7.4 Governmental Rules and Regulations.   The provisions of this Agreement and the relationship between the parties are conditioned upon and subject to complete compliance with any and all present and future laws, statutes orders, rules, and regulations of any duly constituted authority having jurisdiction of that relationship. In that regard, each of the parties to this Agreement shall comply with any and all present in the future laws, statutes, orders, rules, and regulations of any duly constituted authority having jurisdiction of the subject matter of this Agreement, including, but not limited to, those regarding online conduct and acceptable content.
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Section 7.5  Entire Agreement.   This Agreement and the schedules to this Agreement are the final written expression and the complete and exclusive statement of all the agreements, conditions, promises, representations, warranties and covenants between the parties with respect to the subject matter of this Agreement, and this Agreement supersedes all prior or contemporaneous agreements, negotiations, representations, warranties, covenants, understandings and discussions by and between and among the parties, their respective representatives, and any other person, with respect to the subject matter specified in this Agreement.  Each of the parties represents, warrants and covenants that in executing this Agreement that party has relied solely on the terms, conditions and provisions specified in this Agreement.  Each of the parties additionally represents, warrants and covenants that in executing and delivering this Agreement such party has placed no reliance whatsoever on any statement, representation, warranty, covenant or promise of the other party, or any other person, not specified expressly in this Agreement, or upon the failure of any party or any other person to make any statement, representation, warranty, covenant or disclosure of any nature whatsoever.  The parties have included this section to preclude (i) any claim that any party was in any manner whatsoever induced fraudulently to enter into, execute and deliver this Agreement, and (ii) the introduction of parol evidence to vary, interpret, supplement or contradict the terms, conditions and provisions of this Agreement. Nothing specified in any schedule to this Agreement show supersede or annul the terms and provisions of this Agreement, unless matters set forth in such schedule shall explicitly so provide to the contrary, and in the event of any ambiguity in meaning or understanding among this Agreement proper and the schedules to this Agreement, the terms and provisions of this Agreement shall control and prevail in all respects.
 
Section 7.6                            Waiver and Modification.  No modification, supplement or amendment of this Agreement or of any covenant, representation, warranty, condition, or limitation specified in this Agreement shall be valid unless the same is made in writing and duly executed by both parties.  No waiver of any covenant, representation, warranty, condition, or limitation specified in this Agreement shall be valid unless the same is made in writing and duly executed by the party making the waiver.  No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver.
16
 
Section 7.7  Severability. In the event any portion of this Agreement, for any reason, is determined to be invalid, such determination shall not affect the validity of any remaining portion of this Agreement, which remaining portion shall remain in complete force and effect as if this Agreement had been executed with the invalid portion of this Agreement eliminated.  It is hereby declared the intention of the parties that the parties would have executed the remaining portion of this Agreement without including any such portion which, for any reason, hereafter may be declared invalid.
 
Section 7.8  Captions and Interpretation.   Captions of the articles and sections of this Agreement are for convenience and reference only, and the words contained in those captions shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the terms, conditions and provisions of this Agreement.  The language of this Agreement, in all cases, shall be construed in accordance with the fair meaning of that language and as if that language had been prepared by both parties and not strictly for or against any party.  Each party has reviewed this Agreement.  The rule of construction, which requires a court to resolve any ambiguities against the drafting party, shall not apply in interpreting the provisions of this Agreement.
 
Section 7.9  Further Assurances. Each party shall take any and all action necessary, appropriate or advisable to execute and discharge such party's responsibilities and obligations created by the provisions of this Agreement and to further effectuate and carry out the intents and purposes of this Agreement and the relationship contemplated by the provisions of this Agreement.
17
 
Section 7.10  Number and Gender.   Whenever the singular number is used in this Agreement, and when required by the context, the same shall include the plural, and vice versa; the masculine gender shall include the feminine and the neuter genders, and vice versa; and the word "person" shall include corporation, firm, trust, estate, joint venture, governmental agency, sole proprietorship, limited liability company, political subdivision, organization, fraternal order, club, league, joint stock company, society, municipality, association, partnership, or other form of entity.
 
Section 7.11  Reservation of Rights. The failure of any party at any time hereafter to require strict performance by the other party of any of the warranties, representations, covenants, terms, conditions and provisions specified in this Agreement shall not waive, affect or diminish any right of such party failing to require strict performance to demand strict compliance and performance therewith and with respect to any other provisions, warranties, terms and conditions specified in this Agreement, and any waiver of any default shall not waive or affect any other default, whether prior or subsequent thereto, and whether the same or of a different type.  None of the representations, warranties, covenants, conditions, provisions, and terms specified in this Agreement shall be deemed to have been waived by any act or knowledge of either party or such party's agents, officers or employees, and any such waiver shall be made only by an instrument in writing, signed by the waiving party and directed to the non-waiving party specifying such waiver.  Each party reserves such party's rights to insist upon strict compliance with the provisions of this Agreement at all times.
 
Section 7.12  Time.   Time is of the essence of this Agreement and each and all of the provisions of this Agreement.
 
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Section 7.13 Choice of Law.   This Agreement shall be deemed to have been entered into in the State of Nevada, and all questions concerning the validity, interpretation or performance of any of the terms, conditions and provisions of this Agreement or of any of the rights or obligations of the parties, shall be governed by, and resolved in accordance with, the laws of the State of Nevada.
 
Section 7.14  Execution in Counterparts.   This Agreement shall be prepared in multiple copies and forwarded to each of the parties for execution.   All of the signatures of the parties may be affixed to one copy or to separate copies of this Agreement, and when all such copies are received, and signed by all the parties, those copies shall constitute one agreement which is not otherwise separable or divisible.
 
Section 7.15   Survival of Covenants, Representations and Warranties.  All covenants, representations, and warranties made by each party to this Agreement shall be deemed made for the purpose of inducing the other party to enter in to and execute this Agreement.  The representations, warranties, and covenants specified in this Agreement shall survive investigation by either party whether before or after the execution of this Agreement.
 
Section 7.16  Adjustment and Adjudication of Disputes.   The parties shall be free to bring all differences of interpretation and disputes arising in connection with this Agreement to the attention of each other at any time without prejudicing their harmonious relationship and operations hereunder, and the good offices and facilities of either party shall be available at all times for the prompt and effective adjustment of any and all such differences, either by mail, email, telephone, or personal meeting under friendly and courteous circumstances.  Any controversy, claim, or breach arising out of or relating to this Agreement which the parties are unable to resolve to their mutual satisfaction may be litigated or otherwise resolved in any court having jurisdiction thereof.
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Section 7.17  Force Majeure.   (a)  If any party is rendered unable, completely or partially, by the occurrence of an event of "force majeure" (hereinafter defined) to perform such party's obligations created by the provisions of this Agreement, other than the obligation to make payments of money, such party shall give to the other party prompt written notice of the event of "force majeure" with reasonably complete particulars concerning such event; thereupon, the obligations of the party giving such notice, so far as those obligations are affected by the event of "force majeure," shall be suspended during, but no longer than, the continuance of the event of "force majeure."  The party affected by such event of "force majeure" shall use all reasonable diligence to resolve, eliminate and terminate the event of "force majeure" as quickly as practicable.
(b)  The requirement an event of "force majeure" shall be remedied with all reasonable dispatch as hereinabove specified, shall not require the settlement of strikes, lockouts or other labor difficulties by the party involved, contrary to such party's wishes, and the resolution of any and all such difficulties shall be handled entirely within the discretion of the party concerned.
(c)  The term "force majeure" as used herein shall be defined as and mean any act of God, strike, lockout or other industrial disturbance, act of the public enemy, war, act of terrorism, civil disturbance, blockade, public riot, lightening, fire, storm, flood, explosion, governmental action, governmental delay, restraint or inaction, unavailability or equipment, and any other cause or event, whether of the kind enumerated specifically herein, or otherwise, which is not reasonably within the control of the party claiming such suspension.
 
Section 7.18  Consent to Agreement.   By executing this Agreement, each party, for itself, represents such party has read or caused to be read this Agreement in all particulars, and consents to the rights, conditions, duties and responsibilities imposed upon such party as specified in this Agreement. Each party to this Agreement represents, warrants, and covenants that such party executes and delivers this Agreement of such party's  free will and under no threat, menace, coercion or diresque, whether economic or physical. Moreover, each party to this Agreement represents, warrants, and covenants that such party executes this Agreement acting on such party's own independent judgement, without any representation, express or implied, of any kind from the other party to this Agreement, except as specifically expressed in this Agreement.

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IN WITNESS WHEREOF the parties have executed this Agreement in duplicate and in multiple counterparts, each of which shall have the force and effect of an original, on the date specified in the preamble of this Agreement.
 
EOS Inc.,
a Nevada corporation
 
 
By:__________________________
Its:    President
 
 
By:___________________________
Its:     Secretary
 
 
A.C. (USA) Inc.,
a ______________ corporation
 
 
By:__________________________
Its:    President
 
 
By:___________________________
Its:     Secretary
 
 
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Schedule A
Company A:   A.C. (USA) INC.
 
Company B:   EOS INC.

A.C.(USA) INC., "Company A", grants to EOS INC., "the Distributor" or "Company B", the exclusive right, to promote, market, distribute, and sell the Products in Taiwan (R.O.C).
Company A is engaged in the business of manufacturing and selling those certain skin care products listed as follows. Company A shall sell to the Distributor the Products at the net prices specified more completely on the following table:

Product code
Name
Price(USD)
   
E-AC03
Hep Live
$
56
       
E-AL06
Mei Li
$
79
       
E-AM12
Mei Pex
$
56
       
E-AS18
Shark 740
$
56
       
E-AY01
Arthpower
$
57
       
E-BA07
Acne Mask
$
66
       
E-BH05
Hydrating Mask
$
79
       
E-BL03
Levo-C
$
165
       
E-BL04
Levo-H
$
165
       
E-BW06
Whitening Mask
$
66
 
 
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Schedule B
 
Company A:  A.C. (USA) INC.
 
Company B:  EOS INC.

A.C.(USA) INC., "Company A", grants to EOS INC., "the Distributor" or "Company B", the exclusive right, to promote, market, distribute, and sell the Products in Taiwan (R.O.C). The geographic area so described, and as may be subsequently enlarged, reduced, or otherwise changed in area with the mutual consent of the parties hereto, shall be referred to in this Agreement as the "Territory."
 
 
 

 
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Schedule C
 
Company A:  A.C. (USA) INC.
 
Company B:  EOS INC.

A.C.(USA) INC., "Company A", grants to EOS INC., "the Distributor" or "Company B", the exclusive right, to promote, market, distribute, and sell the Products in Taiwan (R.O.C). The payment term is "Due upon receipt".
 
 

 
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Schedule D
 
Company A:  A.C. (USA) INC.
 
Company B:  EOS INC.

A.C.(USA) INC., "Company A", grants to EOS INC., "the Distributor" or "Company B", the exclusive right, to promote, market, distribute, and sell the Products in Taiwan (R.O.C). The shipping term is CIF.
 
 
 
 
 


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Exhibit 10.2

SUBSCRIPTION AGREEMENT
EOS INC.,
a Nevada corporation


On the terms and subject to the conditions specified in that certain Prospectus dated September_____, 2015 (the "Prospectus") and filed with the Securities and Exchange Commission (the "SEC"), EOS Inc., a Nevada corporation (the "Company"), is offering for sale a maximum of 10,000,000 shares of its common stock ("Offered Shares") at a purchase price of $0.01 per Offered Share.

Those defined (capitalized) terms used in this Subscription Agreement without definitions specified in this Subscription Agreement shall have the same definitions and meanings specified by the applicable provisions of the Prospectus.

This Subscription Agreement must be completed and delivered to:

EOS Inc.
Room 1106, 11F., No. 101, Section 2, Nanjing E. Road,
Zhongshan District,
Taipei City, 104, Taiwan (Republic of China)

Subscriptions must be funded (at a price of $0.01 per Offered Share) by check, bank draft or wire transfer.

Subscriptions will only be accepted from persons or entities that, in the opinion of management of the Company, are capable of bearing the risks associated with an investment in the Company.

How to Subscribe

To subscribe for Offered Shares, you must complete this Subscription Agreement and pay the appropriate subscription price.

Directions for the Subscription Agreement are as follows:

1. Be sure to provide your correct name and address, as this information will appear on the official records of the Company.

2.              Sign and be sure that you have checked and initialed the appropriate type of ownership.

3. Signature and Supporting Material Requirements ‑ The following requirements have been established for the various ways in which Offered Shares may be purchased and held other than by you as an individual:

HUSBAND AND WIFE:   The signatures of both husband and wife are required, unless a separate document signed by both parties and designating either party as agent of the other party for purposes of signing accompanies the Subscription Agreement.

OTHER FORM OF CO-OWNERSHIP:   The signatures of all parties are required.

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PARTNERSHIP:   The Subscription Agreement must be accompanied by a copy of the signed partnership agreement.

TRUST: The Subscription Agreement must be accompanied by a copy of the signed trust agreement.

CORPORATION:   The Subscription Agreement must be accompanied by a certified copy of the resolution of the Board of Directors of the subscribing corporation designating the officer(s) of that corporation authorized to sign on behalf of that corporation and of the resolution of that Board of Directors authorizing the purchase of Offered Shares.

4.              Furnish the following:

(a)
Completed Subscription Agreement
(b)
Supporting material if required (Item 3 above).
(c)
A check, bank draft or bank wire in the amount of your subscription (see below).

By   signing this Subscription Agreement, without waiving any of your rights pursuant to applicable federal or state laws, you covenant and agree as follows:

1.              You acknowledge that you have received a copy of the Prospectus. You acknowledge that you have read the Prospectus completely, including, without limitation, the Risk Factors specified therein.

2. On the terms and subject to the conditions of the Prospectus and this Subscription Agreement, you hereby subscribe for the number of Offered Shares specified below for a subscription price of $0.01 per Offered Share.  You hereby agree that this subscription shall be irrevocable and shall survive your death or disability.  Payment of the purchase price for Offered Shares is due upon subscription.

3. You acknowledge and agree that (i) management of the Company has the right to accept or reject this subscription in whole or in part, and (ii) this subscription shall be deemed to be accepted by the Company only when this Subscription Agreement is signed by the officers of the Company authorized to sign this Subscription Agreement on behalf of the Company. You agree that subscriptions need not be accepted by the Company.  You agree that subscriptions need not be accepted by the Company in the order in which subscriptions are received.

4.              You are not relying on the Company or its affiliates with respect to economic considerations involved in connection with your purchase of Offered Shares. You have relied solely upon such independent investigations made by you or by your representatives in making your decision to purchase Offered Shares, and except for the Prospectus, no oral or written representations have been made to, or relied upon by, you in connection with that decision.

5.              You have the requisite knowledge and experience to evaluate the relative business aspects and risks, or you have relied upon the advice of experienced advisors with regard to business aspects and risks, and other considerations involved in purchasing Offered Shares.

6.              You acknowledge that although the Offered Shares are registered with the SEC pursuant to the Securities Act of 1933, there may be restrictions regarding the resale of the Offered Shares imposed by the securities laws of the particular jurisdiction in which you reside. Accordingly, you will not offer or sell Offered Shares in any jurisdiction, unless you obtain all required consents, if any.
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7.              You understand that a purchase of Offered Shares is a speculative investment, which involves significant risks and the potential loss of the entire amount you paid for Offered Shares.

9.              You acknowledge that no federal or state agency has (a) made any finding or determination as to the fairness of a purchase of Offered Shares, (b) made any recommendation or endorsement of the Offered Shares, or (c) guaranteed or insured any investment in the Offered Shares or any investment made by the Company.

10.              You understand that the price of the Offered Shares has no relation to the assets, book value or net worth of the Company and has been determined arbitrarily by the Company.

11.              It has been called to your attention by the Prospectus that the Company has been formed quite recently and has no history of earnings.

12.              It has been called to your attention by the Prospectus that the amount you pay the Company for your purchase of Offered Shares will not be deposited in an escrow or similar account; but, rather, that amount shall be made available to the Company immediately upon its acceptance of your subscription.

13.              You and your representatives have had the opportunity to discuss all material aspects regarding a purchase of Offered Shares with management of the Company, and any and all questions asked have been answered to the full and complete satisfaction of you and your representatives.

14.              You have adequate net worth and means of providing for your current needs and contingencies to sustain a complete loss of your investment in the Company at the time of investment, and have no need for liquidity in connection with the Offered Shares purchased by you. You currently can afford a complete loss of the amount you will pay for those Offered Shares.

15.              You have attained the age of majority (as established in the state in which you reside), if an individual, and you have no legal disability with respect to entering into a contractual relationship with the Company and executing this Subscription Agreement.

16..              If and when this Subscription Agreement is accepted by the Company, you will have purchased the number of Offered Shares set forth above your signature on the signature page of this Subscription Agreement. The Offered Shares which you offer to purchase hereby shall not be deemed issued to, or owned by, you until (a) you have fully paid the applicable purchase price for the Offered Shares and (b) the Company has accepted your offer to purchase. The Company shall have until the closing date of the offering of Offered Shares or any extension of that offering to accept or reject your offer, at its sole discretion.

Number of Offered Shares Subscribed for:

You are subscribing to purchase a total of ________ Offered Shares at $0.01 per Offered Share ($_______________) by (check and initial applicable line):

 ☐____________                                            $  ____________     (for _____ Offered Shares) paid by check

 ☐____________                                            $ ____________      (for _____ Offered Shares) paid by bank draft

 ☐____________                                            $ ____________      (for _____ Offered Shares) paid by wire transfer

3
Payment Instructions

MAKE CHECK PAYABLE TO: "EOS Inc."

MAIL TO:   Room 1106, 11F., No. 101, Section 2, Nanjing E. Road, Zhongshan District, Taipei City, 104, Taiwan (Republic of China)



WIRE TRANSFER INSTRUCTIONS:

__________ Bank
________________
________________
________________

Routing Number:    ______________
Swift Code:              ______________
Account Number:   ______________

Print name(s) in which Offered Shares are to be registered:

For details, see How to Subscribe (above)

NAME: (1)     _________________________________________________________________________________________________________________________________________________                                                                                                                                                                                   

NAME: (2)    __________________________________________________________________________________________________________________________________________________                                                                                                                                                                                    

Address:          _________________________________________________________________________________________________________________________________________________                                                                                                                                                                              
 
 
  _________________________________________________________________________________________________________________________________________________________________                                                                                                                                                                                      

Title to your purchased Offered Shares is to be held as follows (check and initial one):

(a)
________
Husband & Wife
(b)
________
Individual
(c)
________
Corporation
(d)
________
Partnership
(e)
________
Trust
(f)
________
Other                             Please describe:  ___________________________________________________
4
                                                                                                                  

NOTE :  BY SIGNING THIS SUBSCRIPTION AGREEMENT AND UPON ACCEPTANCE THEREOF, YOU ARE ENTERING INTO AN AGREEMENT AND AGREEING TO INVEST MONEY WITH THE COMPANY.

The undersigned hereby certifies that the undersigned has answered the foregoing to the best of the undersigned's knowledge, that the undersigned's answers are complete and accurate, and the undersigned declares under penalty of perjury that the foregoing is true and correct.
This Subscription Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof.

DATED:    _______________________________________________________ , 201_, at ______________________________________                                                                                                   

(1)                     _______________________________________________________                  (2)         _________________________________________________________________                                                                                

NOTE: If Offered Shares are to be registered in more than one name, all subscribers must sign.
Acceptance of Subscription

Agreed to and accepted:

By:              EOS Inc.,
              a Nevada corporation

By:             ___________________________________________________________                                                                       

Its:              President



5
Exhibit 23.1
 
 
A udit • T ax • C onsulting •  F inancial A dvisory 
Registered with Public Company Accounting Oversight Board (PCAOB)
 
 
 
EOS Inc.
Room 1106, 11F., No. 101, Section 2, Nanjing E. Road,
Zhongshan District, Taipei City, 104
Taiwan (Republic of China)





Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated August 25, 2015, in the Registration Statement (Form S-1) and related Prospectus of EOS Inc.
 

/s/ KCCW Accountancy Corp
Diamond Bar, California
September 8, 2015