Cosmos Health Inc 10-Q for FY2022 Q2

Cosmos Health Inc. (COSM)

10-Q 2022-08-19 For: 2022-06-30

Added on April 07, 2026

About this 10-Q

Cosmos Health Inc filed this 10-Q on August 19, 2022, covering the quarter ended June 30, 2022 (FY2022 Q2).

Headline figures

Quarter ended June 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $13.21M; down 11.0% from $14.85M a year earlier
Net loss: $1.24M; compared with a net loss of $2.38M a year earlier
Diluted EPS: -$0.93; compared with -$0.15 a year earlier

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Nevada		27-0611758
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

141 West Jackson Blvd, Suite 4236 Chicago, Illinois		60604
(Address of principal executive offices)		(Zip Code)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☐	Smaller reporting company	☒
(Do not check if a smaller reporting company)		Emerging growth company	☐

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited).

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	38

Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	45

Item 4.	Controls and Procedures.	45

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings.	47

Item 1A	Risk Factors	47

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	47

Item 3.	Defaults Upon Senior Securities.	47

Item 4.	Mine Safety Disclosures.	47

Item 5.	Other Information.	47

Item 6.	Exhibits.	48

SIGNATURES		49

COSMOS HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2022			December 31, 2021
	(Unaudited)
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	562,320		$	286,487
Accounts receivable, net		26,231,722			26,858,114
Accounts receivable - related party		2,299,982			2,901,300
Marketable securities		10,333			11,468
Inventory		3,595,814			3,147,276
Loans receivable		358,982			377,590
Prepaid expenses and other current assets		1,725,111			2,987,687
Prepaid expenses and other current assets - related party		4,120,335			3,263,241
Operating lease right-of-use asset		858,025			834,468
Financing lease right-of-use asset		237,154			211,099

TOTAL CURRENT ASSETS		39,999,778			40,878,730

Property and equipment, net		1,619,227			1,888,052
Goodwill and intangible assets, net		741,003			485,767
Loans receivable - long term portion		3,897,876			4,410,689
Other assets		875,011			915,250
Deferred tax assets		709,546			850,774

TOTAL ASSETS	$	47,842,441		$	49,429,262

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	11,171,467		$	12,126,626
Accounts payable and accrued expenses - related party		529,512			599,125
Accrued interest		1,429,722			1,019,889
Lines of credit		4,795,680			4,743,557
Convertible notes payable, net of unamortized discount of $5,744 and $258,938, respectively		619,256			381,062
Derivative liability - convertible note		41,291			45,665
Notes payable		12,120,437			5,462,504
Notes payable - related party		429,438			464,264
Loans payable		1,000,000			1,000,000
Loans payable - related party		1,281,802			1,293,472
Taxes payable		1,125,351			1,324,722
Operating lease liability, current portion		134,833			138,450
Financing lease liability, current portion		80,150			73,078
Other current liabilities		1,112,421			1,255,824

TOTAL CURRENT LIABILITIES		35,871,360			29,928,238

Share settled debt obligation		1,554,590			1,554,590
Lines of credit - long-term portion		191,825			366,171
Notes payable - long term portion		1,179,626			12,356,384
Operating lease liability, net of current portion		723,190			696,015
Financing lease liability, net of current portion		167,187			148,401
TOTAL LIABILITIES		39,687,778			45,049,799

Commitments and Contingencies (see Note 14)		-			-

MEZZANINE EQUITY
Preferred stock, $0.001 par value; 100,000,000 shares authorized:
Series A preferred stock, stated value $1,000 per share, 6,000,000 shares authorized; 2,966 and 0 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively; liquidation preference of $3,073,548 and $0, respectively		3,024,607			-

STOCKHOLDERS' EQUITY
Common stock, $0.001 par value; 300,000,000 shares authorized; 23,998,857 and 17,544,509 shares issued and 23,611,433 and 17,157,085 outstanding as of June 30, 2022 and December 31, 2021, respectively		23,997			17,544
Additional paid-in capital		59,861,359			39,675,753
Treasury stock, 387,424 shares as of June 30, 2022 and December 31, 2021		(816,707	)		(816,707	)
Accumulated deficit		(52,352,868	)		(34,345,506	)
Accumulated other comprehensive loss		(1,585,725	)		(151,621	)

TOTAL STOCKHOLDERS' EQUITY		5,130,056			4,379,463

TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY	$	47,842,441		$	49,429,262

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

COSMOS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021

REVENUE	$	13,208,504		$	14,846,925		$	26,280,304		$	26,466,001

COST OF GOODS SOLD		11,362,632			12,810,082			22,542,500			23,427,823

GROSS PROFIT		1,845,872			2,036,843			3,737,804			3,038,178

OPERATING EXPENSES
General and administrative expenses		988,465			2,586,670			1,857,104			4,281,367
Salaries and wages		577,479			578,598			1,098,950			1,104,169
Sales and marketing expenses		245,443			139,633			392,392			544,725
Depreciation and amortization expense		108,848			108,413			221,470			215,486
TOTAL OPERATING EXPENSES		1,920,235			3,413,314			3,569,916			6,145,747

INCOME (LOSS) FROM OPERATIONS		(74,363	)		(1,376,471	)		167,888			(3,107,569	)

OTHER INCOME (EXPENSE)
Other income expense, net		(315	)		(39,415	)		(55,127	)		(217,626	)
Interest expense		(560,643	)		(780,607	)		(1,079,992	)		(1,512,433	)
Non-cash interest expense		(215,807	)		(88,979	)		(476,334	)		(139,088	)
Gain (loss) on equity investments, net		(1,622	)		(161	)		56			279
Gain on extinguishment of debt		-			-			1,004,124			445,636
Change in fair value of derivative liability		(22,256	)		26,496			(7,255	)		87,869
Foreign currency transaction, net		(356,687	)		96,584			(516,039	)		(209,436	)
TOTAL OTHER EXPENSE, NET		(1,157,330	)		(786,082	)		(1,130,567	)		(1,544,799	)

LOSS BEFORE INCOME TAXES		(1,231,693	)		(2,162,553	)		(962,679	)		(4,652,368	)

BENEFIT FROM (PROVISION FOR) INCOME TAXES		(9,563	)		(216,503	)		(75,230	)		99,409

NET LOSS		(1,241,256	)		(2,379,056	)		(1,037,909	)		(4,552,959	)

Deemed dividend on issuance of warrants		-			-			(5,788,493	)		-
Deemed dividend on downround of warrants		(8,480,379	)		-			(8,480,379	)		-
Deemed dividend on downround of preferred stock		(8,189,515	)		-			(8,189,515	)		-
Deemed dividend on preferred stock		(352,807	)		-			(352,807	)		-

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS		(18,263,957	)		(2,379,056	)		(23,849,103	)		(4,552,959	)

OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment, net		(1,028,875	)		284			(1,434,104	)		(473,294	)

TOTAL COMPREHENSIVE LOSS	$	(19,292,832	)	$	(2,378,772	)	$	(25,283,207	)	$	(5,026,253	)

BASIC NET LOSS PER SHARE	$	(0.93	)	$	(0.15	)	$	(1.28	)	$	(0.29	)
DILUTED NET LOSS PER SHARE	$	(0.93	)	$	(0.15	)	$	(1.28	)	$	(0.29	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Basic		19,540,097			16,105,409			18,652,736			15,572,773
Diluted		19,540,097			16,105,409			18,652,736			15,572,773

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Cosmos Holdings, Inc.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) AND MEZZANINE EQUITY

																				Accumulated			Total
	Preferred Stock				Common Stock				Additional		Treasury Stock									Other			Stockholders'
	No. of Shares		Value		No. of Shares		Value		Paid-in Capital		No. of Shares			Value			Accumulated Deficit			Comprehensive Income (Loss)			Deficit

Balance at January 1, 2021		-	$	-		13,485,128	$	13,484	$	14,333,285		(415,328	)	$	(611,854	)	$	(18,750,824	)	$	854,896		$	(4,161,013	)
Foreign currency translation adjustment, net		-		-		-		-		-		-			-			-			(473,578	)		(473,578	)
Sale of treasury stock to third party		-		-		-		-		249,350		65,000			650			-			-			250,000
Restricted stock issued to a consultant		-		-		1,800,000		1,800		1,187,650														1,189,450
Conversion of notes payable into shares of common stock		-		-		781,819		782		2,563,582		-			-			-			-			2,564,364
Net loss		-		-		-		-		-		-			-			(2,173,903	)		-			(2,173,903	)
Balance at March 31, 2021		-		-		16,066,947		16,066		18,333,867		(350,328	)		(611,204	)		(20,924,727	)		381,318			(2,804,680	)
Foreign currency translation adjustment, net						-		-		-		-			-			-			284			284
Conversion of related party debt						500,000		500		2,999,500		-			-			-			-			3,000,000
Forgiveness of related party debt						-		-		600,000		-			-			-			-			600,000
Restricted stock issued to a consultant						-		-		1,968,000		-			-			-			-			1,968,000
Net loss						-		-		-		-			-			(2,379,056	)		-			(2,379,056	)
Balance at June 30, 2021		-	$	-		16,566,947	$	16,566	$	23,901,367	$	(350,328	)	$	(611,204	)	$	(23,303,783	)	$	381,602		$	384,548


	Preferred Stock						Common Stock				Additional			Treasury Stock									Accumulated Other			Total
	No. of Shares			Amount			No. of Shares		Amount		Paid-in Capital			No. of Shares			Amount			Accumulated Deficit			Comprehensive Loss			Stockholders' Equity

Balance at January 1, 2022		-		$	-			17,544,509	$	17,544	$	39,675,753			(387,424	)	$	(816,707	)	$	(34,345,506	)	$	(151,621	)		4,379,463
Adoption of ASU 2020-06		-			-			-		-		(294,000	)		-			-			53,248			-			(240,752	)
Foreign currency translation adjustment, net		-			-			-		-		-			-			-			-			(405,229	)		(405,229	)
Issuance of Series A preferred stock, net of issuance costs of $547,700		6,000			5,452,300			-		-		-			-			-			-			-			-
Conversion of notes payable into shares of common stock		-			-			238,000		238		973,182			-			-			-			-			973,420
Cashless exercise of warrants		-			-			829,471		829		(829	)		-			-			-			-			-
Net income		-			-			-		-		-			-			-			203,347			-			203,347
Balance at March 31, 2022		6,000			5,452,300			18,611,980		18,611		40,354,106			(387,424	)		(816,707	)		(34,088,911	)		(556,850	)		4,910,249
Foreign currency translation adjustment, net		-			-			-		-		-			-			-			-			(1,028,875	)		(1,028,875	)
Conversion of Series A preferred stock		(3,034	)		(2,427,693	)		4,892,222		4,892		2,422,801															2,427,693
Conversion of convertible debt		-			-			39,339		39		38,105			-			-			-			-			38,144
Cashless exercise of warrants		-			-			455,316		455		(455	)		-			-			-			-			-
Deemed dividend upon downround of preferred stock and warrants		-			-			-		-		16,669,894			-			-			(16,669,894	)		-			-
Deemed dividend on preferred stock		-			-			-		-		352,807			-			-			(352,807	)		-			-
Stock-based compensation		-			-			-		-		24,101			-			-			-			-			24,101
Net loss		-			-			-		-		-			-			-			(1,241,256	)		-			(1,241,256	)
Balance at June 30, 2022		2,966			3,024,607			23,998,857		23,997		59,861,359			(387,424	)		(816,707	)		(52,352,868	)		(1,585,725	)		5,130,056

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

COSMOS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	Six Months Ended June 30,
	2022			2021

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,037,909	)	$	(4,552,959	)
Adjustments to Reconcile Net Loss to Net Cash Used In Operating Activities:
Depreciation and amortization expense		181,863			166,219
Amortization of right-of-use assets		39,607			49,267
Amortization of debt discounts and accretion of debt		476,334			139,088
Lease expense		89,606			99,610
Interest on finance leases		7,333			5,250
Stock-based compensation		24,101			3,157,450
Deferred income taxes		61,111			(107,646	)
Gain on extinguishment of debt		(1,004,124	)		(445,636	)
Change in fair value of the derivative liability		7,255			(87,869	)
(Gain) loss on net change in fair value of equity investments		(56	)		(1,318	)
Changes in Assets and Liabilities:
Accounts receivable		(1,472,461	)		(2,839,680	)
Accounts receivable - related party		358,339			324,536
Inventory		(717,900	)		(336,047	)
Prepaid expenses and other assets		468,014			(1,415,455	)
Prepaid expenses and other current assets - related party		(1,150,256	)		450,454
Other assets		-			153,055
Accounts payable and accrued expenses		492,024			2,249,153
Accounts payable and accrued expenses - related party		(27,708	)		195,151
Accrued interest		427,729			211,251
Lease liabilities		(89,247	)		(71,436	)
Taxes payable		(104,709	)		-
Other current liabilities		(52,631	)		159,132
Other liabilities		-			(20,964	)
NET CASH USED IN OPERATING ACTIVITIES		(3,023,685	)		(2,519,394	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from loan receivable		179,829			-
Purchase of property and equipment		(31,546	)		(12,100	)
Sale of fixed assets		11,837			-
Purchase of intangible assets		(320,427	)		-
NET CASH USED IN INVESTING ACTIVITIES		(160,307	)		(12,100	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of convertible note payable		-			(362,000	)
Proceeds from convertible note payable		-			100,000
Payment of note payable		(2,476,350	)		(20,000	)
Proceeds from note payable		349,716			-
Payment of related party loan		(469,384	)		(125,589	)
Proceeds from related party loan		545,341			2,811,062
Payment of lines of credit		(11,363,636	)		(12,189,057	)
Proceeds from lines of credit		11,700,459			12,311,882
Proceeds from issuance of Series A Preferred Stock		5,452,300			-
Payments of finance lease liability		(46,677	)		(51,427	)
Financing fees		(218,572	)		-
Proceeds from sale of treasury stock		-			250,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		3,473,197			2,724,871

Effect of exchange rate changes on cash		(13,372	)		(16,000	)

NET CHANGE IN CASH		275,833			177,377

CASH AT BEGINNING OF PERIOD		286,487			628,395
CASH AT END OF PERIOD	$	562,320		$	805,772

Supplemental Disclosure of Cash Flow Information

Cash paid during the period:
Interest	$	317,449		$	208,565
Income tax	$	-		$	-

Supplemental Disclosure of Non-Cash Investing and Financing Activities

Conversion of notes payable to common stock	$	973,420		$	2,564,364
Deemed dividend on warrants upon conversion of convertible debt	$	5,788,493		$	-
Deemed dividend on preferred stock and warrants upon trigger of downround feature	$	16,669,894		$	-
Deemed dividend upon cumulative dividend on preferred stock	$	352,807		$	-
Conversion of Series A preferred stock	$	2,427,693		$	-
Conversion of convertible debt	$	38,144		$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

		Estimated Useful Life
Leasehold improvements and technical works		Lesser of lease term or 40 years
Vehicles		6 years
Machinery		20 years
Furniture, fixtures and equipment		5–10 years
Computers and software		3-5 years

	June 30, 2022						Total Carrying
	Level 1		Level 2		Level 3		Value
Marketable securities – ICC International Cannabis Corp.	$	-	$	-		-	$	-
Marketable securities – National Bank of Greece		4,925		-		-		4,925
Equity securities – Pancreta Bank		-		5,407		-		5,407
	$	4,925	$	5,407			$	10,332

	Three Months Ended				Six Months Ended
	June 30,					June 30,
	2022		2021		2022		2021
Weighted average number of common shares outstanding-Basic		19,540,097		16,105,409		18,652,736		15,572,773
Potentially dilutive common stock equivalents		-		-		-		-
Weighted average number of common and equivalent shares outstanding - Diluted		19,540,097		16,105,409		18,652,736		15,572,773

	June 30, 2022			December 31, 2021
Leasehold improvements	$	482,848		$	519,278
Vehicles		77,752			96,657
Furniture, fixtures and equipment		1,911,170			2,065,100
Computers and software		134,122			141,490
		2,605,892			2,822,525
Less: Accumulated depreciation and amortization		(986,665	)		(934,473	)
Total	$	1,619,227		$	1,888,052

	June 30, 2022			December 31, 2021
License	$	630,506		$	345,739
Trade name / mark		36,997			36,997
Customer base		176,793			176,793
		844,296			559,529
Less: Accumulated amortization		(152,990	)		(123,459	)
Subtotal		691,306			436,070
Goodwill		49,697			49,697
Total	$	741,003		$	485,767

	June 30, 2022			December 31, 2021

Beginning balance	$	464,264		$	501,675
Foreign currency translation		(34,826	)		(37,411	)
Ending balance	$	429,438		$	464,264

	June 30, 2022			December 31, 2021
National	$	2,651,660		$	3,265,236
Alpha		811,432			947,333
Pancreta		790,193			489,985
National – COVID		314,885			407,174
EGF		419,335			-
Subtotal		4,987,505			5,109,728
Reclassification of National-COVID – Long-term		(191,825	)		(366,171	)
Ending balance	$	4,795,680		$	4,743,557

	June 30, 2022			December 31, 2021

Beginning balance convertible notes	$	640,000		$	1,447,000
New notes		-			625,000
Payments		-			(907,000	)
Conversion to common stock		(15,000	)		(525,000	)
Subtotal notes		625,000			640,000
Debt discount at year end		(5,744	)		(258,938	)
Convertible note payable, net of discount	$	619,256		$	381,062

	Amount
Balance on January 1, 2022	$	45,665
Issuances to debt discount		-
Reduction of derivative related to conversions		(11,629	)
Change in fair value of derivative liabilities		7,255
Balance on June 30, 2022	$	41,291

	June 30,			December 31,
	2022			2021
Dividend yield		0	%		0	%
Expected volatility		113.3	%	106.8%-107.3%
Risk free interest rate		2.37	%	0.41%-0.44%
Contractual terms (in years)		.50		.50 – .52

June 30, 2022	Loan Facility			Trade Facility			Third Party			COVID Loans			Total
Beginning balance	$	1,299,784		$	6,207,010		$	10,077,977		$	234,117		$	17,818,888
Proceeds		-			-			335,008			-			335,008
Payments		(157,663	)		(207,035	)		(2,085,132	)					(2,449,830	)
Conversion of debt		(1,190,000	)		-						-			(1,190,000	)
Recapitalized upon debt modification		-			(129,002	)		(1,003,200	)		-			(1,132,202	)
Accretion of debt		77,551			-						-			77,751
Foreign currency translation		45,676			(105,056	)		(80,863	)		(19,109	)		(159,352	)
Subtotal		75,348			5,765,917			7,243,790			215,008			13,300,063
Notes payable - long-term		-			-			(992,289	)		(187,337	)		(1,179,626	)
Notes payable - short-term	$	75,348		$	5,765,917		$	6,251,501		$	27,671		$	12,120,437

Our outstanding debt as of June 30, 2022 is repayable as follows:
	June 30, 2022
2022	$	3,140,672
2023		10,264,053
2024		338,399
2025		342,531
2026 and thereafter		340,992
Total debt		14,426,647
Less: fair value adjustments to assumed debt obligations		(1,126,584	)
Less: notes payable - current portion		(12,120,437	)
Notes payable - long term portion	$	1,179,626

	·	Issue on August 4, 2021, 321,300 shares of common stock to settle $1,606,500 (€1,350,000) of debt. The Company recorded a gain on settlement of $292,383 upon the issuance of the 321,300 shares

	·	Agreed to issue no more than 238,000 shares of common stock upon approval of the listing of the Company’s common stock on Nasdaq to settle $1,190,000 (€1,000,000) of debt. The Company issued these shares on February 28, 2022. Upon issuance of the 238,000 shares of common stock, the Company recorded a gain on extinguishment of debt in the amount of $216,580 determined using the fair value of the Company’s common stock at the commitment date of $4.09 per share.

Maturity of Lease Liability
Remainder of 2022	$	104,097
2023		208,195
2024		208,195
2025		136,952
Thereafter		380,823
Total undiscounted operating lease payments	$	1,038,262
Less: Imputed interest		(180,239	)
Present value of operating lease liabilities		858,023

Maturity of Lease Liability
Remainder of 2022	$	48,385
2023		87,349
2024		71,591
2025		43,547
Thereafter		24,868
Total undiscounted finance lease payments	$	275,740
Less: Imputed interest		(28,403	)
Present value of finance lease liabilities	$	247,337

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
	Number of			Exercise		Contractual		Intrinsic
Options	Shares			Price		Term		Value
Balance outstanding, January 1, 2022		37,000		$	1.32		0.01	$	75,850
Granted		-			-		-		-
Forfeited		-			-		-		-
Exercised		-			-		-		-
Expired		(37,000	)		-		-		-
Balance outstanding, June 30, 2022		-		$	-		-	$	-

Exercisable, June 30, 2022		-		$	-		-	$	-

	June 30,		June 30,
Country	2022		2021
Germany		-		3
Greece		13,152,257		14,504,869
Italy		-		4
Denmark		-		14
Cyprus		-		64,225
UK		40,831		265,828
Croatia		15,416		11,982
Total	$	13,208,504	$	14,846,925

	o	Drug shortages due to ban of exports
	o	Problems/restrictions in supply chain
	o	Logistics delays o Restrictions on employees’ ability to work o Liquidity issues (AR/AP) – payment delays and new government regulations for freezing payment terms
	o	National or EU long lasting recession

	Management has identified opportunities as listed below, that could balance, at least in part, the adverse effects of COVID-19. However, there can be no assurance that this will occur prior to a vaccine and treatment becoming effective.

	Opportunities

Exhibit No.		Document Description

31.1*		Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document**

101.SCH		XBRL Taxonomy Extension Schema Document**

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document**

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document**

101.LAB		XBRL Taxonomy Extension Label Linkbase Document**

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document**

*	This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

**	XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

	Cosmos Holdings Inc.

Date: August 19, 2022	By:	/s/ Grigorios Siokas
		Grigorios Siokas
		Chief Executive Officer
		(Principal Executive Officer)

Date: August 19, 2022	By:	/s/ Georgios Terzis
		Georgios Terzis
		Chief Financial Officer
		(Principal Financial Officer, And Principal Accounting Officer)

1.	I have reviewed this report on Form 10-Q of Cosmos Holdings Inc. for the quarter ended June 30, 2022;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.