EOSS EOS Inc (PK)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

EOS INC.

 

(Exact name of registrant as specified in its charter)

 

Nevada	30-0873246
(State of other jurisdiction of incorporation or	(I.R.S. Employer Identification No.)
organization

 

4F-1, No.5, Qingdao E. Rd., Zhongzheng Dist.,

Taipei City 100008 Taiwan (Republic of China)

(Address of Principal Executive Offices)

+8862-2586-8300

 

Consulting Agreements dated August 10, 2023 and August 11, 2023 between EOS Inc. and various Consultants

(Full Title of Plan)

 

Copies to:

The Verona Firm, PLLC

PO Box 18191, Tampa, FL 33679

Tel (813) 258-0852

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company x

 

 

 

CALCULATION OF REGISTRATION FEE

 

Proposed

Proposed

maximum

maximum

Amount of

Amount to

offering

aggregate

registration

Title of securities to be registered

be registered (1)

price per share (2)

offering price

fee

Common Stock, par value $0.001 per share (3)

21,000,000

$

0.02

$

210,000

$

23.14

 

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock of EOS Inc., a Nevada corporation (the “Registrant” or the “Company”), which become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction which results in an increase in the number of outstanding shares of the Registrant’s common stock.

 

(2)

Estimated in accordance with Rule 457(h) of the Securities Act solely for the purpose of calculating the registration fee. The computation is based on the average high and low sales price of the Registrant’s common stock as reported on the OTC Pink on August 11, 2023.

 

(3)

Represents shares issuable in connection with the consulting agreements between the registrant and various consultants as per exhibit 10.1 attached herewith.

 

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

The date of this prospectus is September 6, 2023

 

 

EXPLANATORY NOTE

 

This Registration Statement is being filed by EOS Inc. (the “Company”) in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”) in order to register 21,000,000 shares of the Company’s common stock, par value $0.001 per share, the amount of shares issuable under the Consulting Agreement between the Company and various consultants (the “Consulting Agreements”, and the recipient, the “Consultants”).

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

Item 1.

Plan Information.

 

The Company will provide the Consultants with documents that contain information related to the Consulting Agreement, and other information including, but not limited to, the disclosure required by Item 1 of Form S-8, which information is not required to be and are not being filed as a part of this Registration Statement on Form S-8 (the "Registration Statement") or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. The foregoing information and the documents incorporated by reference in response to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

Item 2.

Registrant Information and Employee Plan Annual Information.

 

We will provide to the Consultants a written statement advising of the availability of documents incorporated by reference in Item 3 of Part

 

II

of this Registration Statement (which documents are incorporated by reference in this Section 10(a) prospectus) and of documents required to be delivered pursuant to Rule 428(b) under the Securities Act without charge and upon written or oral request by contacting:

 

He-Siang YANG

 

4F-1, No.5, Qingdao E. Rd., Zhongzheng Dist.,

Taipei City 100008 Taiwan (Republic of China)

+8862-2586-8300

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference.

 

The Securities and Exchange Commission (“SEC”) allows us to incorporate by reference certain of our publicly filed documents into this prospectus, which means that such information is considered part of this prospectus. Information that we file with the SEC subsequent to the date of this prospectus will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the SEC under all documents subsequently filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until the Selling Stockholders have sold all of the shares offered hereby or such shares have been deregistered.

 

The following documents filed with the SEC are incorporated herein by reference:

 

(a)       The Registrant’s latest Annual Report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or latest prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), that contains audited financial statements for the Registrant’s latest fiscal year for which such statements have been filed;

 

(b)       All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s latest annual report or prospectus referred to in (a) above; and

 

(c)       The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 10-K/A (File No. 000-55661) as originally filed with the Securities and Exchange Commission on April 6, 2023, including any amendments or reports filed for the purpose of updating such description.

 

 

All documents subsequently filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold under this Registration Statement, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 4

Description of Securities.

 

Not Applicable.

 

Item 5.

Interests of Named Experts and Counsel.

 

Not Applicable.

 

Item 6.

Indemnification of Directors and Officers.

 

Our Articles of Incorporation, as amended, provide to the fullest extent permitted by Nevada law, our directors or officers shall not be personally liable to us nor our shareholders for damages for breach of such director’s or officer’s fiduciary duty. The effect of this provision of our Articles of Incorporation, as amended, is to eliminate our rights and our shareholders (through shareholders’ derivative suits on behalf of our company) to recover damages against a director or officer for breach of the fiduciary duty of care as a director or officer (including breaches resulting from negligent or grossly negligent behavior), except under certain situations defined by statute. We believe that the indemnification provisions in our Articles of Incorporation, as amended, are necessary to attract and retain qualified persons as directors and officers.

 

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

 

Item 7.

Exemption from Registration Claimed.

 

Not applicable.

 

 

Item 8.

Exhibits.

 

Exhibit
No.			Description
5.1			Opinion of The Verona Firm PLLC
10.1			Consultancy Agreements dated August 10, 2023 and August 11, 2023 between EOS Inc. and Consultants
23.1			Consent of Onestop Assurance PAC
107			Filing Fee table

 

 

Item 9.

Undertakings.

 

(a)

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;

 

(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.

 

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if this Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act of 1934 that are incorporated by reference in this 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.

 

(b)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement 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.

 

(c)

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 or otherwise, 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 its 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 and will be governed by the final adjudication of such issue.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Taipei, Republic of China, on September 6, 2023.

 

EOS INC.

 

	By:	/s/ He-Siang Yang
		He-Siang Yang
		CEO, President, Secretary and Chairman of the Board

 

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 date indicated.

 

Name		Title		Date
/s/ He-Siang Yang		CEO, President, Secretary and Chairman of the Board
				September 6, 2023
He-Siang Yang
/s/ Yu-Cheng Yang		Director, General Manager and Member of the Board		September 6, 2023
Yu-Cheng Yang
/s/ Lai-Chen Kwok		Member of the Board		September 6, 2023
Lai-Chen Kwok

 

 

 

Exhibit 5.1

 

	THE VERONA FIRM PLLC	(813) 258-0852
	P.O. Box 18191	brett@theveronafirm.com
	Tampa, Florida 33679	TheVeronaFirm.com

 

September 6, 2023

 

EOS Inc.

He-Siang Yang

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

 

To Whom It May Concern:

 

At your request, as your counsel, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by EOS Inc, a Nevada corporation (the “Company”) with the Securities and Exchange Commission (the “Commission”) on or about September 5, 2023, in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of Twenty One Million (21,000,000) shares (the “Shares”) of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”), subject to issuance by the Company of shares of Common Stock granted under that certain  Agreement for Engagement of Services with Fugen XIAO, dated August 10, 2023, Agreement for Engagement of Services with Wai Yiu CHAN, dated August 10, 2023, Agreement for Engagement of Services with Yin CHEUNG, dated August 11, 2023, Agreement for Engagement of Services with Carmen LUM, dated August 11, 2023, Agreement for Engagement of Services with Wing Kei LI, dated August 11, 2023, Agreement for Engagement of Services with Veng Kun LUN, dated August 11, 2023, Agreement for Engagement of Services with Poh Kee LIEW, dated August 11, 2023 Agreement for Engagement of Services with Eng Wah KUNG, dated August 11, 2023, Agreement for Engagement of Services with Teck Siong LIM, dated August 11, 2023, Agreement for Engagement of Services with Chi-San WU, dated August 11, 2023, and Agreement for Engagement of Services with Queenie Kit Sze WONG, dated August 11, 2023 (collectively, the “Consultancy Agreements”). At your request, we are providing this letter to express our opinion on the matters set forth below in this letter (“our opinion”).

 

In connection with our opinion, we have examined such matters of fact as we have deemed necessary, which included examination of originals or copies of: the Company’s current Amended and Restated Certificate of Incorporation and Bylaws (collectively, the “Charter Documents”), the Consultancy Agreements, the Registration Statement and the exhibits thereto, and certain corporate proceedings of the Company’s Board of Directors (the “Board”) relating to adoption or approval of the Company Charter Documents, the Consultancy Agreements, the reservation of the Shares for sale and issuance, the filing of the Registration Statement and the registration of the Shares under the Securities Act and documents (including a certified copy of the Company’s stockholder list from the Company’s transfer agent specifying the Company’s outstanding and capital stock and such other documents as we have deemed advisable, and we have examined such questions of law as we have considered necessary.

 

 

In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the authenticity and completeness of all documents submitted to us as originals, the genuineness of signatures on documents reviewed by us, the conformity to originals and the completeness of all documents submitted to us as copies, the legal capacity of all parties executing any documents (other than the Company), the lack of any undisclosed termination or modification or waiver of any document, the absence of any extrinsic agreements or documents that might change or affect the interpretation or terms of documents, and the due authorization, execution and delivery of all documents by each party thereto other than the Company. We have also assumed that any certificates or instruments representing the Shares, when issued, will be executed by the Company by officers of the Company duly authorized to do so. In rendering our opinion, we have also relied upon a Certificate of Good Standing dated August 30, 2023 issued by the Nevada Secretary of State with respect to the Company and representations and certifications made to us by the Company, including without limitation representations in correspondence and documents provided by the Management of the Company.

 

 

By email copied to us by the Transfer Agent of even date herewith indicates that the Company has available a sufficient number of authorized shares of Common Stock that are not currently outstanding or reserved for issuance under other outstanding securities or plans of the Company, to enable the Company to issue and deliver all of the Shares as of the date of this letter.

 

We render this opinion only with respect to, and we express no opinion herein concerning the application or effect of the laws of any jurisdiction other than Florida. We express no opinion with respect to the securities or “blue sky” laws of any state.

 

Based upon, and subject to, the foregoing, it is our opinion that when the 21,000,000 Shares of Common Stock that may be issued by the Company under the Consultancy Agreements have been issued by the Company against the Company’s receipt of consideration therefor (in an amount and type of consideration not less than the par value per Share) in accordance with the terms of the Consultancy Agreements and have been duly registered on the books of the transfer agent and registrar for the Shares in the name or on behalf of the holders thereof, such Shares will be validly issued, fully paid and non-assessable.

 

We consent to the use of this opinion as Exhibit 5.1 to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the prospectus constituting a part thereof and any amendments thereto. We do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. This opinion is intended solely for use in connection with the issuance and sale of the Shares subject to the Registration Statement and is not to be relied upon for any other purpose. In providing this letter, we are opining only as to the specific legal issues expressly set forth above, and no opinion shall be inferred as to any other matter or matters. This opinion is rendered on, and speaks only as of, the date of this letter first written above, and does not address any potential change in facts or law that may occur on or after the date of this opinion letter. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention, whether or not such occurrence would affect or modify any of the opinions expressed herein.

 

Kind regards.

 

Brett Verona

The Verona Firm, PLLC

 

By:

/s/ Brett Verona

 

 

 

 

Exhibit 10.1 

 

AGREEMENT FOR ENGAGEMENT OF SERVICES (the “Engagement”)

 

This Agreement (the “Agreement”) is made and entered into this 10 August 2023 (the “Effective Date”) by and between EOS Inc. (OTC: EOSS) with its principal place of business located at 4F-1, No.5, Qingdao E. Rd., Zhongzheng Dist., Taipei City 100008 Taiwan (Republic of China) (the “Principal”) and Fugen XIAO (“XIAO”), a China citizen with address at [intentionally blanked out] (hereinafter referred to individually as a “Party” and collectively as “the Parties”).

 

WHEREAS, the Principal desires to engage XIAO as Internal Marketing Product Specialist to provide product specification to members of the Company via product training to the Principal (the “Services”) and XIAO is willing to provide such Services to the Principal.

 

NOW, THEREFORE, the Parties hereby agree as follows:

 

1. Engagement and Services

 

(a) Engagement. The Principal hereby engages XIAO to provide and perform the Services to the Principal, and XIAO hereby accepts the engagement.

 

(b) Standard of Services. All Services to be provided by XIAO shall be performed with promptness and diligence in a workmanlike manner and at a level of proficiency to be expected with the corporate finance background and experience that XIAO has represented it has.

 

2. Period of this Agreement

 

(a) Commencement. This Agreement shall commence on the Effective Date and shall remain in effect until 11 November 2023 (the “Contract Period”). During the period of this Agreement, XIAO will hold itself externally in charge of the accounting services of the Principal.

 

(b) Termination. This Agreement may be terminated by the Principal, without cause, and without liability, by giving One (1) month’s written notice of such termination to XIAO.

 

(c) Effect of Termination. Upon the effective date of termination of this Agreement, all legal obligations, rights and duties arising out of this Agreement shall terminate immediately.

 

3. Services Fee and Expenses

 

(a) Services Fee. In consideration of the Services to be rendered to the Principal, the Principal shall pay directly to XIAO, a Services fee of USD 15,000 payable by 1,500,000 shares EOS Inc’s (OTC: EOSS) freely tradable common stock registered under a Form S-8 Registration Statement.

 

 

(b) Expenses. XIAO shall be entitled to reimbursement for all pre-approved expenses reasonably incurred in the performance of the Services, upon submission and approval of written statements and receipts in accordance with the then-regular procedures of the Principal.

 

4. Independent Contractor

 

XIAO agrees that all Services will be rendered by it as an independent contractor and that this Agreement does not create an employer-employee relationship between XIAO and the Principal. XIAO shall have no right to receive any employee benefits provided by the Principal to its employees. This Agreement does not authorize XIAO to act for the Principal as its agent or to make commitments on behalf of the Principal. As such, all acts of XIAO in the provision of his services to the Principal’s client(s) will not have any binding effects on the Principal and such acts do not constitute any orders given by the Principal to, and followed by, XIAO.

 

5. Force Majeure. Either Party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labour disputes, riots, earthquakes, floods, explosions or other acts of nature.

 

6. Non-Publicity. Each of Principal and XIAO agrees not to disclose the existence or contents of this Agreement to any third party without the prior written consent of the other Party except: (i) to its advisors, attorneys, or auditors who have a need to know such information, (ii) as required by law or court order, (iii) as required in connection with the reorganization of a Party, or its merger into any other corporation, or the sale by a Party of all or substantially all of its properties or assets, or (iv) as may be required in connection with the enforcement of this Agreement.

 

7. Assignment. The Principal has engaged XIAO as a result of XIAO’s strong digital marketing and internet influencer/social media expertise relating to such Services. XIAO, therefore, agrees that it will not assign, sell, transfer, delegate, or otherwise dispose of this Agreement or any right, duty, or obligation under this Agreement without the Principal’s prior written consent. Nothing in this Agreement shall prevent the assignment by the Principal of this Agreement or any right, duty, or obligation hereunder to any third party.

 

 

8. Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the common laws of Hong Kong Special Administrative Region, without giving effect to any choice of law or conflict of law provisions.

 

IN WITNESS WHEREOF, and intending to be legally bound, the Parties have duly executed this Agreement by their authorized representatives as of the date first written above.

 

/s/ He Siang Yang		/s/ Fugen XIAO
Name: He Siang Yang		Name: Fugen XIAO
Title: CEO
for and on behalf of
EOS Inc. (OTC: EOSS)

 

 

AGREEMENT FOR ENGAGEMENT OF SERVICES (the “Engagement”)

 

This Agreement (the “Agreement”) is made and entered into this 10 August 2023 (the “Effective Date”) by and between EOS Inc. (OTC: EOSS) with its principal place of business located at 4F-1, No.5, Qingdao E. Rd., Zhongzheng Dist., Taipei City 100008 Taiwan (Republic of China) (the “Principal”) and Wai Yiu CHAN (“CHAN”), a Hong Kong S.A.R citizen with address at [intentionally blanked out] (hereinafter referred to individually as a “Party” and collectively as “the Parties”).

 

WHEREAS, the Principal desires to engage CHAN to provide Greater China marketing and distribution specialist services to the Principal (the “Services”) and CHAN is willing to provide such Services to the Principal.

 

NOW, THEREFORE, the Parties hereby agree as follows:

 

1. Engagement and Services

 

(a) Engagement. The Principal hereby engages CHAN to provide and perform the Services to the Principal, and CHAN hereby accepts the engagement.

 

(b) Standard of Services. All Services to be provided by CHAN shall be performed with promptness and diligence in a workmanlike manner and at a level of proficiency to be expected with the corporate finance background and experience that CHAN has represented it has.

 

2. Period of this Agreement

 

(a) Commencement. This Agreement shall commence on the Effective Date and shall remain in effect until 11 November 2023 (the “Contract Period”). During the period of this Agreement, CHAN will hold itself externally in charge of the accounting services of the Principal.

 

(b) Termination. This Agreement may be terminated by the Principal, without cause, and without liability, by giving One (1) month’s written notice of such termination to CHAN.

 

(c) Effect of Termination. Upon the effective date of termination of this Agreement, all legal obligations, rights and duties arising out of this Agreement shall terminate immediately.

 

3. Services Fee and Expenses

 

(a) Services Fee. In consideration of the Services to be rendered to the Principal, the Principal shall pay directly to CHAN, a Services fee of USD 15,000 payable by 1,500,000 shares of EOS Inc’s (OTC: EOSS) freely tradable common stock registered under a Form S-8 Registration Statement.

 

 

(b) Expenses. CHAN shall be entitled to reimbursement for all pre-approved expenses reasonably incurred in the performance of the Services, upon submission and approval of written statements and receipts in accordance with the then-regular procedures of the Principal.

 

4. Independent Contractor

 

CHAN agrees that all Services will be rendered by it as an independent contractor and that this Agreement does not create an employer-employee relationship between CHAN and the Principal. CHAN shall have no right to receive any employee benefits provided by the Principal to its employees. This Agreement does not authorize CHAN to act for the Principal as its agent or to make commitments on behalf of the Principal. As such, all acts of CHAN in the provision of his services to the Principal’s client(s) will not have any binding effects on the Principal and such acts do not constitute any orders given by the Principal to, and followed by, CHAN.

 

5. Force Majeure. Either Party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labour disputes, riots, earthquakes, floods, explosions or other acts of nature.

 

6. Non-Publicity. Each of Principal and CHAN agrees not to disclose the existence or contents of this Agreement to any third party without the prior written consent of the other Party except: (i) to its advisors, attorneys, or auditors who have a need to know such information, (ii) as required by law or court order, (iii) as required in connection with the reorganization of a Party, or its merger into any other corporation, or the sale by a Party of all or substantially all of its properties or assets, or (iv) as may be required in connection with the enforcement of this Agreement.

 

7. Assignment. The Principal has engaged CHAN as a result of CHAN’s 40-odd years of China trade experience and business connections relating to such Services. CHAN, therefore, agrees that it will not assign, sell, transfer, delegate, or otherwise dispose of this Agreement or any right, duty, or obligation under this Agreement without the Principal’s prior written consent. Nothing in this Agreement shall prevent the assignment by the Principal of this Agreement or any right, duty, or obligation hereunder to any third party.

 

8. Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the common laws of Hong Kong Special Administrative Region, without giving effect to any choice of law or conflict of law provisions.

 

IN WITNESS WHEREOF, and intending to be legally bound, the Parties have duly executed this Agreement by their authorized representatives as of the date first written above.

 

/s/ He Siang Yang		/s/ Wai Yiu CHAN
Name: He Siang Yang		Name: Wai Yiu CHAN
Title: CEO
for and on behalf of
EOS Inc. (OTC: EOSS)

 

 

 

AGREEMENT FOR ENGAGEMENT OF SERVICES (the “Engagement”)

 

This Agreement (the “Agreement”) is made and entered into this 11 August 2023 (the “Effective Date”) by and between EOS Inc. (OTC: EOSS) with its principal place of business located at 4F-1, No.5, Qingdao E. Rd., Zhongzheng Dist., Taipei City 100008 Taiwan (Republic of China) (the “Principal”) and Yin CHEUNG (“CHEUNG ”), a Hong Kong SAR citizen with address at [intentionally blanked out] (hereinafter referred to individually as a “Party” and collectively as “the Parties”).

 

WHEREAS, the Principal desires to engage CHEUNG to provide accounting services to the Principal (the “Services”) and CHEUNG is willing to provide such Services to the Principal.

 

NOW, THEREFORE, the Parties hereby agree as follows:

 

1. Engagement and Services

 

(a) Engagement. The Principal hereby engages CHEUNG to provide and perform the Services to the Principal, and CHEUNG hereby accepts the engagement.

 

(b) Standard of Services. All Services to be provided by CHEUNG shall be performed with promptness and diligence in a workmanlike manner and at a level of proficiency to be expected with the corporate finance background and experience that CHEUNG has represented it has.

 

2. Period of this Agreement

 

(a) Commencement. This Agreement shall commence on the Effective Date and shall remain in effect until 11 November 2024 (the “Contract Period”). During the period of this Agreement, CHEUNG will hold itself externally in charge of the accounting services of the Principal.

 

(b) Termination. This Agreement may be terminated by the Principal, without cause, and without liability, by giving One (1) month’s written notice of such termination to CHEUNG.

 

(c) Effect of Termination. Upon the effective date of termination of this Agreement, all legal obligations, rights and duties arising out of this Agreement shall terminate immediately.

 

3. Services Fee and Expenses

 

(a) Services Fee. In consideration of the Services to be rendered to the Principal, the Principal shall pay directly to CHEUNG, a Services fee of USD 15,000 payable by 1,500,000 shares of EOS Inc’s (OTC: EOSS) freely tradable common stock registered under a Form S-8 Registration Statement.

 

 

 

(b) Expenses. CHEUNG shall be entitled to reimbursement for all pre-approved expenses reasonably incurred in the performance of the Services, upon submission and approval of written statements and receipts in accordance with the then-regular procedures of the Principal.

 

4. Independent Contractor

 

CHEUNG agrees that all Services will be rendered by it as an independent contractor and that this Agreement does not create an employer-employee relationship between CHEUNG and the Principal. CHEUNG shall have no right to receive any employee benefits provided by the Principal to its employees. This Agreement does not authorize CHEUNG to act for the Principal as its agent or to make commitments on behalf of the Principal. As such, all acts of CHEUNG in the provision of his services to the Principal’s client(s) will not have any binding effects on the Principal and such acts do not constitute any orders given by the Principal to, and followed by, CHEUNG.

 

5. Force Majeure. Either Party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labour disputes, riots, earthquakes, floods, explosions or other acts of nature.

 

6. Non-Publicity. Each of Principal and CHEUNG agrees not to disclose the existence or contents of this Agreement to any third party without the prior written consent of the other Party except: (i) to its advisors, attorneys, or auditors who have a need to know such information, (ii) as required by law or court order, (iii) as required in connection with the reorganization of a Party, or its merger into any other corporation, or the sale by a Party of all or substantially all of its properties or assets, or (iv) as may be required in connection with the enforcement of this Agreement.

 

7. Assignment. The Principal has engaged CHEUNG as a result of CHEUNG’s professional accounting fellowship with HKICPA and US GAAP conversion experience relating to such Services. CHEUNG, therefore, agrees that it will not assign, sell, transfer, delegate, or otherwise dispose of this Agreement or any right, duty, or obligation under this Agreement without the Principal’s prior written consent. Nothing in this Agreement shall prevent the assignment by the Principal of this Agreement or any right, duty, or obligation hereunder to any third party.

 

 

 

8. Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the common laws of Hong Kong Special Administrative Region, without giving effect to any choice of law or conflict of law provisions.

 

IN WITNESS WHEREOF, and intending to be legally bound, the Parties have duly executed this Agreement by their authorized representatives as of the date first written above.

 

/s/ He Siang Yang		/s/ Yin CHEUNG
Name: He Siang Yang		Name: Yin CHEUNG
Title: CEO
for and on behalf of
EOS Inc. (OTC: EOSS)

 

 

 

AGREEMENT FOR ENGAGEMENT OF SERVICES (the “Engagement”)

 

This Agreement (the “Agreement”) is made and entered into this 11 August 2023 (the “Effective Date”) by and between EOS Inc. (OTC: EOSS) with its principal place of business located at 4F-1, No.5, Qingdao E. Rd., Zhongzheng Dist., Taipei City 100008 Taiwan (Republic of China) (the “Principal”) and Carmen LUM (“LUM”), a Malaysia citizen with address at [intentionally blanked out] (hereinafter referred to individually as a “Party” and collectively as “the Parties”).

 

WHEREAS, the Principal desires to engage LUM to provide corporate governance guidance and monitoring progress to the Principal (the “Services”) and LUM is willing to provide such Services to the Principal.

 

NOW, THEREFORE, the Parties hereby agree as follows:

 

1. Engagement and Services

 

(a) Engagement. The Principal hereby engages LUM to provide and perform the Services to the Principal, and LUM hereby accepts the engagement.

 

(b) Standard of Services. All Services to be provided by LUM shall be performed with promptness and diligence in a workmanlike manner and at a level of proficiency to be expected with the corporate finance background and experience that LUM has represented it has.

 

2. Period of this Agreement

 

(a) Commencement. This Agreement shall commence on the Effective Date and shall remain in effect until 11 November 2023 (the “Contract Period”). During the period of this Agreement, LUM will hold itself externally in charge of the accounting services of the Principal.

 

(b) Termination. This Agreement may be terminated by the Principal, without cause, and without liability, by giving One (1) month’s written notice of such termination to LUM.

 

(c) Effect of Termination. Upon the effective date of termination of this Agreement, all legal obligations, rights and duties arising out of this Agreement shall terminate immediately.

 

3. Services Fee and Expenses

 

(a) Services Fee. In consideration of the Services to be rendered to the Principal, the Principal shall pay directly to LUM, a Services fee of USD 15,000 payable by 1,500,000 shares of EOS Inc’s (OTC: EOSS) freely tradable common stock registered under a Form S-8 Registration Statement.

 

 

 

(b) Expenses. LUM shall be entitled to reimbursement for all pre-approved expenses reasonably incurred in the performance of the Services, upon submission and approval of written statements and receipts in accordance with the then-regular procedures of the Principal.

 

4. Independent Contractor

 

LUM agrees that all Services will be rendered by it as an independent contractor and that this Agreement does not create an employer-employee relationship between LUM and the Principal. LUM shall have no right to receive any employee benefits provided by the Principal to its employees. This Agreement does not authorize LUM to act for the Principal as its agent or to make commitments on behalf of the Principal. As such, all acts of LUM in the provision of his services to the Principal’s client(s) will not have any binding effects on the Principal and such acts do not constitute any orders given by the Principal to, and followed by, LUM.

 

5. Force Majeure. Either Party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labour disputes, riots, earthquakes, floods, explosions or other acts of nature.

 

6. Non-Publicity. Each of Principal and LUM agrees not to disclose the existence or contents of this Agreement to any third party without the prior written consent of the other Party except: (i) to its advisors, attorneys, or auditors who have a need to know such information, (ii) as required by law or court order, (iii) as required in connection with the reorganization of a Party, or its merger into any other corporation, or the sale by a Party of all or substantially all of its properties or assets, or (iv) as may be required in connection with the enforcement of this Agreement.

 

7. Assignment. The Principal has engaged LUM as a result of LUM’s corporate governance professional qualification together with more than nine years of US-listed company top management experiences relating to such Services. LUM, therefore, agrees that it will not assign, sell, transfer, delegate, or otherwise dispose of this Agreement or any right, duty, or obligation under this Agreement without the Principal’s prior written consent. Nothing in this Agreement shall prevent the assignment by the Principal of this Agreement or any right, duty, or obligation hereunder to any third party.

 

 

8. Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the common laws of Hong Kong Special Administrative Region, without giving effect to any choice of law or conflict of law provisions.

 

IN WITNESS WHEREOF, and intending to be legally bound, the Parties have duly executed this Agreement by their authorized representatives as of the date first written above.

 

/s/ He Siang Yang		/s/ Carmen LUM
Name: He Siang Yang		Name: Carmen LUM
Title: CEO
for and on behalf of
EOS Inc. (OTC: EOSS)

 

 

 

AGREEMENT FOR ENGAGEMENT OF SERVICES (the “Engagement”)

 

This Agreement (the “Agreement”) is made and entered into this 11 August 2023 (the “Effective Date”) by and between EOS Inc. (OTC: EOSS) with its principal place of business located at 4F-1, No.5, Qingdao E. Rd., Zhongzheng Dist., Taipei City 100008 Taiwan (Republic of China) (the “Principal”) and Wing Kei LI (“LI”), a Hong Kong S.A.R citizen with address at [intentionally blanked out] (hereinafter referred to individually as a “Party” and collectively as “the Parties”).

 

WHEREAS, the Principal desires to engage LI to provide transaction financial and accounting impact review to the Principal (the “Services”) and LI is willing to provide such Services to the Principal.

 

NOW, THEREFORE, the Parties hereby agree as follows:

 

1. Engagement and Services

 

(a) Engagement. The Principal hereby engages LI to provide and perform the Services to the Principal, and LI hereby accepts the engagement.

 

(b) Standard of Services. All Services to be provided by LI shall be performed with promptness and diligence in a workmanlike manner and at a level of proficiency to be expected with the corporate finance background and experience that LI has represented it has.

 

2. Period of this Agreement

 

(a) Commencement. This Agreement shall commence on the Effective Date and shall remain in effect until 11 November 2023 (the “Contract Period”). During the period of this Agreement, LI will hold itself externally in charge of the accounting services of the Principal.

 

(b) Termination. This Agreement may be terminated by the Principal, without cause, and without liability, by giving One (1) month’s written notice of such termination to LI.

 

(c) Effect of Termination. Upon the effective date of termination of this Agreement, all legal obligations, rights and duties arising out of this Agreement shall terminate immediately.

 

3. Services Fee and Expenses

 

(a) Services Fee. In consideration of the Services to be rendered to the Principal, the Principal shall pay directly to LI, a Services fee of USD 15,000 payable by 1,500,000 shares of EOS Inc’s (OTC: EOSS) freely tradable common stock registered under a Form S-8 Registration Statement.

 

(b) Expenses. LI shall be entitled to reimbursement for all pre-approved expenses reasonably incurred in the performance of the Services, upon submission and approval of written statements and receipts in accordance with the then-regular procedures of the Principal.

 

 

4. Independent Contractor

 

LI agrees that all Services will be rendered by it as an independent contractor and that this Agreement does not create an employer-employee relationship between LI and the Principal. LI shall have no right to receive any employee benefits provided by the Principal to its employees. This Agreement does not authorize LI to act for the Principal as its agent or to make commitments on behalf of the Principal. As such, all acts of LI in the provision of his services to the Principal’s client(s) will not have any binding effects on the Principal and such acts do not constitute any orders given by the Principal to, and followed by, LI.

 

5. Force Majeure. Either Party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labour disputes, riots, earthquakes, floods, explosions or other acts of nature.

 

6. Non-Publicity. Each of Principal and LI agrees not to disclose the existence or contents of this Agreement to any third party without the prior written consent of the other Party except: (i) to its advisors, attorneys, or auditors who have a need to know such information, (ii) as required by law or court order, (iii) as required in connection with the reorganization of a Party, or its merger into any other corporation, or the sale by a Party of all or substantially all of its properties or assets, or (iv) as may be required in connection with the enforcement of this Agreement.

 

7. Assignment. The Principal has engaged LI as a result of LI’s professional accounting fellowship with ACCA and US listing consulting experience relating to such Services. LI, therefore, agrees that it will not assign, sell, transfer, delegate, or otherwise dispose of this Agreement or any right, duty, or obligation under this Agreement without the Principal’s prior written consent. Nothing in this Agreement shall prevent the assignment by the Principal of this Agreement or any right, duty, or obligation hereunder to any third party.

 

 

8. Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the common laws of Hong Kong Special Administrative Region, without giving effect to any choice of law or conflict of law provisions.

 

IN WITNESS WHEREOF, and intending to be legally bound, the Parties have duly executed this Agreement by their authorized representatives as of the date first written above.

 

/s/ He Siang Yang		/s/ Wing Kei LI
Name: He Siang Yang		Name: Wing Kei LI
Title: CEO
for and on behalf of
EOS Inc. (OTC: EOSS)

 

 

 

AGREEMENT FOR ENGAGEMENT OF SERVICES (the “Engagement”)

 

This Agreement (the “Agreement”) is made and entered into this 11 August 2023 (the “Effective Date”) by and between EOS Inc. (OTC: EOSS) with its principal place of business located at 4F-1, No.5, Qingdao E. Rd., Zhongzheng Dist., Taipei City 100008 Taiwan (Republic of China) (the “Principal”) and Veng Kun LUN (“LUN”), a Macau citizen with address at [intentionally blanked out] (hereinafter referred to individually as a “Party” and collectively as “the Parties”).

 

WHEREAS, the Principal desires to engage LUN to provide international tax planning consulting services to the Principal (the “Services”) and LUN is willing to provide such Services to the Principal.

 

NOW, THEREFORE, the Parties hereby agree as follows:

 

1. Engagement and Services

 

(a) Engagement. The Principal hereby engages LUN to provide and perform the Services to the Principal, and LUN hereby accepts the engagement.

 

(b) Standard of Services. All Services to be provided by LUN shall be performed with promptness and diligence in a workmanlike manner and at a level of proficiency to be expected with the corporate finance background and experience that LUN has represented it has.

 

2. Period of this Agreement

 

(a) Commencement. This Agreement shall commence on the Effective Date and shall remain in effect until 11 November 2023 (the “Contract Period”). During the period of this Agreement, LUN will hold itself externally in charge of the accounting services of the Principal.

 

(b) Termination. This Agreement may be terminated by the Principal, without cause, and without liability, by giving One (1) month’s written notice of such termination to LUN.

 

(c) Effect of Termination. Upon the effective date of termination of this Agreement, all legal obligations, rights and duties arising out of this Agreement shall terminate immediately.

 

3. Services Fee and Expenses

 

(a) Services Fee. In consideration of the Services to be rendered to the Principal, the Principal shall pay directly to LUN, a Services fee of USD 22,000 payable by 2,200,000 shares of EOS Inc’s (OTC: EOSS) freely tradable common stock registered under a Form S-8 Registration Statement.

 

(b) Expenses. LUN shall be entitled to reimbursement for all pre-approved expenses reasonably incurred in the performance of the Services, upon submission and approval of written statements and receipts in accordance with the then-regular procedures of the Principal.

 

 

4. Independent Contractor

 

LUN agrees that all Services will be rendered by it as an independent contractor and that this Agreement does not create an employer-employee relationship between LUN and the Principal. LUN shall have no right to receive any employee benefits provided by the Principal to its employees. This Agreement does not authorize LUN to act for the Principal as its agent or to make commitments on behalf of the Principal. As such, all acts of LUN in the provision of his services to the Principal’s client(s) will not have any binding effects on the Principal and such acts do not constitute any orders given by the Principal to, and followed by, LUN.

 

5. Force Majeure. Either Party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labour disputes, riots, earthquakes, floods, explosions or other acts of nature.

 

6. Non-Publicity. Each of Principal and LUN agrees not to disclose the existence or contents of this Agreement to any third party without the prior written consent of the other Party except: (i) to its advisors, attorneys, or auditors who have a need to know such information, (ii) as required by law or court order, (iii) as required in connection with the reorganization of a Party, or its merger into any other corporation, or the sale by a Party of all or substantially all of its properties or assets, or (iv) as may be required in connection with the enforcement of this Agreement.

 

7. Assignment. The Principal has engaged LUN as a result of LUN’s corporate governance professional qualification together with more than nine years of US-listed company top management experiences relating to such Services. LUN, therefore, agrees that it will not assign, sell, transfer, delegate, or otherwise dispose of this Agreement or any right, duty, or obligation under this Agreement without the Principal’s prior written consent. Nothing in this Agreement shall prevent the assignment by the Principal of this Agreement or any right, duty, or obligation hereunder to any third party.

 

 

8. Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the common laws of Hong Kong Special Administrative Region, without giving effect to any choice of law or conflict of law provisions.

 

IN WITNESS WHEREOF, and intending to be legally bound, the Parties have duly executed this Agreement by their authorized representatives as of the date first written above.

 

Name: He Siang Yang		Name: Veng Kun LUN
Title: CEO
for and on behalf of
EOS Inc. (OTC: EOSS)

 

 

AGREEMENT FOR ENGAGEMENT OF SERVICES (the “Engagement”)

 

This Agreement (the “Agreement”) is made and entered into this 11 August 2023 (the “Effective Date”) by and between EOS Inc. (OTC: EOSS) with its principal place of business located at 4F-1, No.5, Qingdao E. Rd., Zhongzheng Dist., Taipei City 100008 Taiwan (Republic of China) (the “Principal”) and Poh Kee LIEW (“LIEW”), a Malaysia citizen with address at [intentionally blanked out] (hereinafter referred to individually as a “Party” and collectively as “the Parties”).

 

WHEREAS, the Principal desires to engage LIEW as the Personal Assistant to the General Manager in expanding the Company’s business coverage into South East Asia while bringing in more new products for fresh revenues to the Principal (the “Services”) and LIEW is willing to provide such Services to the Principal.

 

NOW, THEREFORE, the Parties hereby agree as follows:

 

1. Engagement and Services

 

(a) Engagement. The Principal hereby engages LIEW to provide and perform the Services to the Principal, and LIEW hereby accepts the engagement.

 

(b) Standard of Services. All Services to be provided by LIEW shall be performed with promptness and diligence in a workmanlike manner and at a level of proficiency to be expected with the corporate finance background and experience that LIEW has represented it has.

 

2. Period of this Agreement

 

(a) Commencement. This Agreement shall commence on the Effective Date and shall remain in effect until 11 December 2023 (the “Contract Period”). During the period of this Agreement, LIEW will hold itself externally in charge of the accounting services of the Principal.

 

(b) Termination. This Agreement may be terminated by the Principal, without cause, and without liability, by giving One (1) month’s written notice of such termination to LIEW.

 

(c) Effect of Termination. Upon the effective date of termination of this Agreement, all legal obligations, rights and duties arising out of this Agreement shall terminate immediately.

 

3. Services Fee and Expenses

 

(a) Services Fee. In consideration of the Services to be rendered to the Principal, the Principal shall pay directly to LIEW, a Services fee of USD 22,000 payable by 2,200,000 shares of EOS Inc’s (OTC: EOSS) freely tradable common stock registered under a Form S-8 Registration Statement.

 

 

(b) Expenses. LIEW shall be entitled to reimbursement for all pre-approved expenses reasonably incurred in the performance of the Services, upon submission and approval of written statements and receipts in accordance with the then-regular procedures of the Principal.

 

4. Independent Contractor

 

LIEW agrees that all Services will be rendered by it as an independent contractor and that this Agreement does not create an employer-employee relationship between LIEW and the Principal. LIEW shall have no right to receive any employee benefits provided by the Principal to its employees. This Agreement does not authorize LIEW to act for the Principal as its agent or to make commitments on behalf of the Principal. As such, all acts of LIEW in the provision of his services to the Principal’s client(s) will not have any binding effects on the Principal and such acts do not constitute any orders given by the Principal to, and followed by, LIEW.

 

5. Force Majeure. Either Party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labour disputes, riots, earthquakes, floods, explosions or other acts of nature.

 

6. Non-Publicity. Each of Principal and LIEW agrees not to disclose the existence or contents of this Agreement to any third party without the prior written consent of the other Party except: (i) to its advisors, attorneys, or auditors who have a need to know such information, (ii) as required by law or court order, (iii) as required in connection with the reorganization of a Party, or its merger into any other corporation, or the sale by a Party of all or substantially all of its properties or assets, or (iv) as may be required in connection with the enforcement of this Agreement.

 

7. Assignment. The Principal has engaged LIEW as a result of LIEW’s corporate governance professional qualification together with more than eighteen years of conceptualized designing, branding and influential digital marketing experiences in building strong brand awareness to have Unique Users Portfolio relating to such Services. LIEW, therefore, agrees that it will not assign, sell, transfer, delegate, or otherwise dispose of this Agreement or any right, duty, or obligation under this Agreement without the Principal’s prior written consent. Nothing in this Agreement shall prevent the assignment by the Principal of this Agreement or any right, duty, or obligation hereunder to any third party.

 

 

8. Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the common laws of Hong Kong Special Administrative Region, without giving effect to any choice of law or conflict of law provisions.

 

IN WITNESS WHEREOF, and intending to be legally bound, the Parties have duly executed this Agreement by their authorized representatives as of the date first written above.

 

Name: He Siang Yang		Name: Poh Kee LIEW
Title: CEO
for and on behalf of
EOS Inc. (OTC: EOSS)

 

 

AGREEMENT FOR ENGAGEMENT OF SERVICES (the “Engagement”)

 

This Agreement (the “Agreement”) is made and entered into this 11 August 2023 (the “Effective Date”) by and between EOS Inc. (OTC: EOSS) with its principal place of business located at 4F-1, No.5, Qingdao E. Rd., Zhongzheng Dist., Taipei City 100008 Taiwan (Republic of China) (the “Principal”) and Eng Wah KUNG (“KUNG”), a Malaysia citizen with address at [intentionally blanked out] (hereinafter referred to individually as a “Party” and collectively as “the Parties”).

 

WHEREAS, the Principal desires to engage KUNG as the assistant to the CFO, including liaison with external professional parties, not limited to contacts with the attorney and auditors to fulfill all SEC reporting requirements to the Principal (the “Services”) and KUNG is willing to provide such Services to the Principal.

 

NOW, THEREFORE, the Parties hereby agree as follows:

 

1. Engagement and Services

 

(a) Engagement. The Principal hereby engages KUNG to provide and perform the Services to the Principal, and KUNG hereby accepts the engagement.

 

(b) Standard of Services. All Services to be provided by KUNG shall be performed with promptness and diligence in a workmanlike manner and at a level of proficiency to be expected with the corporate finance background and experience that KUNG has represented it has.

 

2. Period of this Agreement

 

(a) Commencement. This Agreement shall commence on the Effective Date and shall remain in effect until 11 December 2023 (the “Contract Period”). During the period of this Agreement, KUNG will hold itself externally in charge of the accounting services of the Principal.

 

(b) Termination. This Agreement may be terminated by the Principal, without cause, and without liability, by giving One (1) month’s written notice of such termination to KUNG.

 

(c) Effect of Termination. Upon the effective date of termination of this Agreement, all legal obligations, rights and duties arising out of this Agreement shall terminate immediately.

 

3. Services Fee and Expenses

 

(a) Services Fee. In consideration of the Services to be rendered to the Principal, the Principal shall pay directly to KUNG, a Services fee of USD 22,000 payable by 2,200,000 shares of EOS Inc’s (OTC: EOSS) freely tradable common stock registered under a Form S-8 Registration Statement.

 

 

(b) Expenses. KUNG shall be entitled to reimbursement for all pre-approved expenses reasonably incurred in the performance of the Services, upon submission and approval of written statements and receipts in accordance with the then-regular procedures of the Principal.

 

4. Independent Contractor

 

KUNG agrees that all Services will be rendered by it as an independent contractor and that this Agreement does not create an employer-employee relationship between KUNG and the Principal. KUNG shall have no right to receive any employee benefits provided by the Principal to its employees. This Agreement does not authorize KUNG to act for the Principal as its agent or to make commitments on behalf of the Principal. As such, all acts of KUNG in the provision of his services to the Principal’s client(s) will not have any binding effects on the Principal and such acts do not constitute any orders given by the Principal to, and followed by, KUNG.

 

5. Force Majeure. Either Party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labour disputes, riots, earthquakes, floods, explosions or other acts of nature.

 

6. Non-Publicity. Each of Principal and KUNG agrees not to disclose the existence or contents of this Agreement to any third party without the prior written consent of the other Party except: (i) to its advisors, attorneys, or auditors who have a need to know such information, (ii) as required by law or court order, (iii) as required in connection with the reorganization of a Party, or its merger into any other corporation, or the sale by a Party of all or substantially all of its properties or assets, or (iv) as may be required in connection with the enforcement of this Agreement.

 

7. Assignment. The Principal has engaged KUNG as a result of KUNG’s corporate governance professional qualification together with more than nine years of US-listed company top management experiences relating to such Services. KUNG, therefore, agrees that it will not assign, sell, transfer, delegate, or otherwise dispose of this Agreement or any right, duty, or obligation under this Agreement without the Principal’s prior written consent. Nothing in this Agreement shall prevent the assignment by the Principal of this Agreement or any right, duty, or obligation hereunder to any third party.

 

 

8. Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the common laws of Hong Kong Special Administrative Region, without giving effect to any choice of law or conflict of law provisions.

 

IN WITNESS WHEREOF, and intending to be legally bound, the Parties have duly executed this Agreement by their authorized representatives as of the date first written above.

 

Name: He Siang Yang		Name: Eng Wah KUNG
Title: CEO
for and on behalf of
EOS Inc. (OTC: EOSS)

 

 

AGREEMENT FOR ENGAGEMENT OF SERVICES (the “Engagement”)

 

This Agreement (the “Agreement”) is made and entered into this 11 August 2023 (the “Effective Date”) by and between EOS Inc. (OTC: EOSS) with its principal place of business located at 4F-1, No.5, Qingdao E. Rd., Zhongzheng Dist., Taipei City 100008 Taiwan (Republic of China) (the “Principal”) and Teck Siong LIM (“LIM”), a Malaysia citizen with address at [intentionally blanked out] (hereinafter referred to individually as a “Party” and collectively as “the Parties”).

 

WHEREAS, the Principal desires to engage LIM as the Personal Assistant to the Chief Executive Officer in planning new initiatives design and delivery mode of the Multi-tier Level Marketing system via cutting-edge strategies in generating future channels of revenue to the Principal (the “Services”) and LIM is willing to provide such Services to the Principal.

 

NOW, THEREFORE, the Parties hereby agree as follows:

 

1. Engagement and Services

 

(a) Engagement. The Principal hereby engages LIM to provide and perform the Services to the Principal, and LIM hereby accepts the engagement.

 

(b) Standard of Services. All Services to be provided by LIM shall be performed with promptness and diligence in a workmanlike manner and at a level of proficiency to be expected with the corporate finance background and experience that LIM has represented it has.

 

2. Period of this Agreement

 

(a) Commencement. This Agreement shall commence on the Effective Date and shall remain in effect until 11 December 2023 (the “Contract Period”). During the period of this Agreement, LIM will hold itself externally in charge of the accounting services of the Principal.

 

(b) Termination. This Agreement may be terminated by the Principal, without cause, and without liability, by giving One (1) month’s written notice of such termination to LIM.

 

(c) Effect of Termination. Upon the effective date of termination of this Agreement, all legal obligations, rights and duties arising out of this Agreement shall terminate immediately.

 

3. Services Fee and Expenses

 

(a) Services Fee. In consideration of the Services to be rendered to the Principal, the Principal shall pay directly to LIM, a Services fee of USD 22,000 payable by 2,200,000 shares of EOS Inc’s (OTC: EOSS) freely tradable common stock registered under a Form S-8 Registration Statement.

 

 

(b) Expenses. LIM shall be entitled to reimbursement for all pre-approved expenses reasonably incurred in the performance of the Services, upon submission and approval of written statements and receipts in accordance with the then-regular procedures of the Principal.

 

4. Independent Contractor

 

LIM agrees that all Services will be rendered by it as an independent contractor and that this Agreement does not create an employer-employee relationship between LIM and the Principal. LIM shall have no right to receive any employee benefits provided by the Principal to its employees. This Agreement does not authorize LIM to act for the Principal as its agent or to make commitments on behalf of the Principal. As such, all acts of LIM in the provision of his services to the Principal’s client(s) will not have any binding effects on the Principal and such acts do not constitute any orders given by the Principal to, and followed by, LIM.

 

5. Force Majeure. Either Party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labour disputes, riots, earthquakes, floods, explosions or other acts of nature.

 

6. Non-Publicity. Each of Principal and LIM agrees not to disclose the existence or contents of this Agreement to any third party without the prior written consent of the other Party except: (i) to its advisors, attorneys, or auditors who have a need to know such information, (ii) as required by law or court order, (iii) as required in connection with the reorganization of a Party, or its merger into any other corporation, or the sale by a Party of all or substantially all of its properties or assets, or (iv) as may be required in connection with the enforcement of this Agreement.

 

7. Assignment. The Principal has engaged LIM as a result of LIM’s over twenty-five years of exceptional personal and group sales achievement in a Singapore-origin Insurance company, specializing in need-based financial planning, and aligning regional sales strategy as Regional Leader relating to such Services. LIM, therefore, agrees that it will not assign, sell, transfer, delegate, or otherwise dispose of this Agreement or any right, duty, or obligation under this Agreement without the Principal’s prior written consent. Nothing in this Agreement shall prevent the assignment by the Principal of this Agreement or any right, duty, or obligation hereunder to any third party.

 

 

8. Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the common laws of Hong Kong Special Administrative Region, without giving effect to any choice of law or conflict of law provisions.

 

IN WITNESS WHEREOF, and intending to be legally bound, the Parties have duly executed this Agreement by their authorized representatives as of the date first written above.

 

Name: He Siang Yang		Name: Teck Siong LIM
Title: CEO
for and on behalf of
EOS Inc. (OTC: EOSS)

 

 

AGREEMENT FOR ENGAGEMENT OF SERVICES (the “Engagement”)

 

This Agreement (the “Agreement”) is made and entered into this 11 August 2023 (the “Effective Date”) by and between EOS Inc. (OTC: EOSS) with its principal place of business located at 4F-1, No.5, Qingdao E. Rd., Zhongzheng Dist., Taipei City 100008 Taiwan (Republic of China) (the “Principal”) and Chi-San WU (“WU”), a Taiwan citizen with address at [intentionally blanked out] (hereinafter referred to individually as a “Party” and collectively as “the Parties”).

 

WHEREAS, the Principal desires to engage WU as the Creative Director in creating engaging content to showcase and promote new products on a timely basis to members within the Multi-tier Level Marketing system via digital communication to the Principal (the “Services”) and WU is willing to provide such Services to the Principal.

 

NOW, THEREFORE, the Parties hereby agree as follows:

 

1. Engagement and Services

 

(a) Engagement. The Principal hereby engages WU to provide and perform the Services to the Principal, and WU hereby accepts the engagement.

 

(b) Standard of Services. All Services to be provided by WU shall be performed with promptness and diligence in a workmanlike manner and at a level of proficiency to be expected with the corporate finance background and experience that WU has represented it has.

 

2. Period of this Agreement

 

(a) Commencement. This Agreement shall commence on the Effective Date and shall remain in effect until 11 December 2023 (the “Contract Period”). During the period of this Agreement, WU will hold itself externally in charge of the accounting services of the Principal.

 

(b) Termination. This Agreement may be terminated by the Principal, without cause, and without liability, by giving One (1) month’s written notice of such termination to WU.

 

(c) Effect of Termination. Upon the effective date of termination of this Agreement, all legal obligations, rights and duties arising out of this Agreement shall terminate immediately.

 

3. Services Fee and Expenses

 

(a) Services Fee. In consideration of the Services to be rendered to the Principal, the Principal shall pay directly to WU, a Services fee of USD 25,000 payable by 2,500,000 shares of EOS Inc’s (OTC: EOSS) freely tradable common stock registered under a Form S-8 Registration Statement.

 

 

(b) Expenses. WU shall be entitled to reimbursement for all pre-approved expenses reasonably incurred in the performance of the Services, upon submission and approval of written statements and receipts in accordance with the then-regular procedures of the Principal.

 

4. Independent Contractor

 

WU agrees that all Services will be rendered by it as an independent contractor and that this Agreement does not create an employer-employee relationship between WU and the Principal. WU shall have no right to receive any employee benefits provided by the Principal to its employees. This Agreement does not authorize WU to act for the Principal as its agent or to make commitments on behalf of the Principal. As such, all acts of WU in the provision of his services to the Principal’s client(s) will not have any binding effects on the Principal and such acts do not constitute any orders given by the Principal to, and followed by, WU.

 

5. Force Majeure. Either Party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labour disputes, riots, earthquakes, floods, explosions or other acts of nature.

 

6. Non-Publicity. Each of Principal and WU agrees not to disclose the existence or contents of this Agreement to any third party without the prior written consent of the other Party except: (i) to its advisors, attorneys, or auditors who have a need to know such information, (ii) as required by law or court order, (iii) as required in connection with the reorganization of a Party, or its merger into any other corporation, or the sale by a Party of all or substantially all of its properties or assets, or (iv) as may be required in connection with the enforcement of this Agreement.

 

7. Assignment. The Principal has engaged WU as a result of WU’s thirty over years of commercial journalism experience, backed by strong knowledge in entrepreneurship for the Company’s distributors in different networks relating to such Services. WU, therefore, agrees that it will not assign, sell, transfer, delegate, or otherwise dispose of this Agreement or any right, duty, or obligation under this Agreement without the Principal’s prior written consent. Nothing in this Agreement shall prevent the assignment by the Principal of this Agreement or any right, duty, or obligation hereunder to any third party.

 

 

8. Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the common laws of Hong Kong Special Administrative Region, without giving effect to any choice of law or conflict of law provisions.

 

IN WITNESS WHEREOF, and intending to be legally bound, the Parties have duly executed this Agreement by their authorized representatives as of the date first written above.

 

Name: He Siang Yang		Name: Chi-San WU
Title: CEO
for and on behalf of
EOS Inc. (OTC: EOSS)

 

 

AGREEMENT FOR ENGAGEMENT OF SERVICES (the “Engagement”)

 

This Agreement (the “Agreement”) is made and entered into this 11 August 2023 (the “Effective Date”) by and between EOS Inc. (OTC: EOSS) with its principal place of business located at 4F-1, No.5, Qingdao E. Rd., Zhongzheng Dist., Taipei City 100008 Taiwan (Republic of China) (the “Principal”) and Queenie Kit Sze WONG (“WONG”), a Hong Kong citizen with address at [intentionally blanked out] (hereinafter referred to individually as a “Party” and collectively as “the Parties”).

 

WHEREAS, the Principal desires to engage WONG as the Procurement Specialist to bargain for new products to be manufactured exclusively to the Principal (the “Services”) and WONG is willing to provide such Services to the Principal.

 

NOW, THEREFORE, the Parties hereby agree as follows:

 

1. Engagement and Services

 

(a) Engagement. The Principal hereby engages WONG to provide and perform the Services to the Principal, and WONG hereby accepts the engagement.

 

(b) Standard of Services. All Services to be provided by WONG shall be performed with promptness and diligence in a workmanlike manner and at a level of proficiency to be expected with the corporate finance background and experience that WONG has represented it has.

 

2. Period of this Agreement

 

(a) Commencement. This Agreement shall commence on the Effective Date and shall remain in effect until 11 December 2023 (the “Contract Period”). During the period of this Agreement, WONG will hold itself externally in charge of the accounting services of the Principal.

 

(b) Termination. This Agreement may be terminated by the Principal, without cause, and without liability, by giving One (1) month’s written notice of such termination to WONG.

 

(c) Effect of Termination. Upon the effective date of termination of this Agreement, all legal obligations, rights and duties arising out of this Agreement shall terminate immediately.

 

3. Services Fee and Expenses

 

(a) Services Fee. In consideration of the Services to be rendered to the Principal, the Principal shall pay directly to WONG, a Services fee of USD 22,000 payable by 2,200,000 shares of EOS Inc’s (OTC: EOSS) freely tradable common stock registered under a Form S-8 Registration Statement.

 

 

(b) Expenses. WONG shall be entitled to reimbursement for all pre-approved expenses reasonably incurred in the performance of the Services, upon submission and approval of written statements and receipts in accordance with the then-regular procedures of the Principal.

 

4. Independent Contractor

 

WONG agrees that all Services will be rendered by it as an independent contractor and that this Agreement does not create an employer-employee relationship between WONG and the Principal. WONG shall have no right to receive any employee benefits provided by the Principal to its employees. This Agreement does not authorize WONG to act for the Principal as its agent or to make commitments on behalf of the Principal. As such, all acts of WONG in the provision of his services to the Principal’s client(s) will not have any binding effects on the Principal and such acts do not constitute any orders given by the Principal to, and followed by, WONG.

 

5. Force Majeure. Either Party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labour disputes, riots, earthquakes, floods, explosions or other acts of nature.

 

6. Non-Publicity. Each of Principal and WONG agrees not to disclose the existence or contents of this Agreement to any third party without the prior written consent of the other Party except: (i) to its advisors, attorneys, or auditors who have a need to know such information, (ii) as required by law or court order, (iii) as required in connection with the reorganization of a Party, or its merger into any other corporation, or the sale by a Party of all or substantially all of its properties or assets, or (iv) as may be required in connection with the enforcement of this Agreement.

 

7. Assignment. The Principal has engaged WONG as a result of WONG’s procurement expertise of more than 20 years in the corporate industry relating to such Services. WONG, therefore, agrees that it will not assign, sell, transfer, delegate, or otherwise dispose of this Agreement or any right, duty, or obligation under this Agreement without the Principal’s prior written consent. Nothing in this Agreement shall prevent the assignment by the Principal of this Agreement or any right, duty, or obligation hereunder to any third party.

 

 

8. Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the common laws of Hong Kong Special Administrative Region, without giving effect to any choice of law or conflict of law provisions.

 

IN WITNESS WHEREOF, and intending to be legally bound, the Parties have duly executed this Agreement by their authorized representatives as of the date first written above.

 

Name: He Siang Yang		Name: Queenie Kit Sze WONG
Title: CEO
for and on behalf of
EOS Inc. (OTC: EOSS)

 

 

 

 

Exhibit 23.1

 

	Onestop Assurance PAC
	Co. Registration No.: 201823302D
	Tel: 9644 9531
	10 Anson road #13-09
	International plaza
	Singapore-079903
	Email: audit@onestop-ca.com
	Website: www.onestop-ca.com

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of EOS Inc. of our audit report dated March 31, 2023, with respect to the consolidated financial statements of EOS Inc. appearing in the Annual Report on Form 10-K for the year ended December 31, 2022.

 

/s/ Onestop Assurance PAC

 

Singapore

 

September 6, 2023

 

 

 

Exhibit 107

 

Form S-8

(Form Type)

 

EOS INC.

(Exact Name of Registrant as Specified in its Charter)

 

Newly Registered Securities

 

Security Type		Security Class Title		Fee Calculation Rule		Amount Registered(1)				Proposed Maximum Offering Price Per Unit(2)				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Equity		Common Stock, par value $0.001 per share		Rule 457(c) and Rule 457(h)			21,000,000 (3)			$	0.02			$	210,000				$210,000 * 0.0001102			$	23.14
Total Offering Amounts														$	210,000							$	23.14
Total Fee Offsets																						$	0.00
Net Fee Due																						$	23.14

 

(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock of EOS Inc., a Nevada corporation (the “Registrant” or the “Company”), which become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction which results in an increase in the number of outstanding shares of the Registrant’s common stock.
(2)	Estimated in accordance with Rule 457(h) of the Securities Act solely for the purpose of calculating the registration fee. The computation is based on the average high and low sales price of the Registrant’s common stock as reported on the OTC Pink on August 11, 2023.
(3)	The shares are being registered pursuant to the automatic annual share increase under the Plan that became effective on September 5, 2023.

 

 

 

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