Cosmos Health Inc 10-Q for FY2020 Q3

Cosmos Health Inc. (COSM)

10-Q 2020-11-16 For: 2020-09-30

Added on April 07, 2026

About this 10-Q

Cosmos Health Inc filed this 10-Q on November 16, 2020, covering the quarter ended September 30, 2020 (FY2020 Q3).

Headline figures

Quarter ended September 30, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $14.35M; up 48.2% from $9.69M a year earlier
Net income: $757.87K; compared with a net loss of $1.63M a year earlier
Diluted EPS: $0.06; compared with -$0.12 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).	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	37

Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	44

Item 4.	Controls and Procedures.	44

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings.	46

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	46

Item 3.	Defaults Upon Senior Securities.	46

Item 4.	Mine Safety Disclosures.	46

Item 5.	Other Information.	46

Item 6.	Exhibits.	47

SIGNATURES		48

COSMOS HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2020			December 31, 2019
	(Unaudited)
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	1,081,631		$	38,537
Accounts receivable, net		17,448,886			7,348,945
Accounts receivable - related party		2,277,571			1,919,043
Marketable securities		211,248			238,940
Inventory		4,202,180			3,474,220
Prepaid expenses and other current assets		6,826,508			1,553,436
Prepaid expenses and other current assets - related party		3,227,853			5,940,124
Operating lease right-of-use asset		385,522			498,180
Financing lease right-of-use asset		215,075			167,310

TOTAL CURRENT ASSETS		35,876,474			21,178,735

Property and equipment, net		1,699,730			1,734,781
Goodwill and intangible assets, net		238,845			263,681
Other assets		754,275			702,439

TOTAL ASSETS	$	38,569,324		$	23,879,636

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	10,193,033		$	8,561,681
Accounts payable and accrued expenses - related party		123,427			240,302
Customer advances		18,752			247,318
Convertible notes payable, net of unamortized discount of $0 and $29,509, respectively		1,087,000			1,470,491
Notes payable		22,863,422			12,029,724
Notes payable - related party		494,945			1,375,532
Lines of credit		4,253,439			2,750,992
Loans payable - related party		1,525,485			1,026,264
Taxes payable		183,711			175,939
Operating lease liability, current portion		69,816			139,556
Financing lease liability, current portion		75,602			58,185
Other current liabilities		320,090			165,271

TOTAL CURRENT LIABILITIES		41,208,722			28,241,255

Share settled debt obligation		1,554,590			1,554,590
Operating lease liability, net of current portion		315,746			353,024
Financing lease liability, net of current portion		146,376			82,523
Other liabilities		113,892			109,073
TOTAL LIABILITIES		43,339,326			30,340,465

Commitments and Contingencies (see Note 13)		-			-

STOCKHOLDERS' DEFICIT:
Preferred stock, $0.001 par value; 100,000,000 shares authorized; 0 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively		-			-
Common stock, $0.001 par value; 300,000,000 shares authorized; 13,225,387 and 13,225,387 shares issued and 12,840,059 and 12,860,059 outstanding as of September 30, 2020 and December 31, 2019, respectively		13,225			13,225
Additional paid-in capital		13,525,749			13,525,749
Treasury stock, 385,328 and 365,328 shares as of September 30, 2020 and December 31, 2019, respectively		(491,854	)		(411,854	)
Accumulated deficit		(17,919,743	)		(19,571,610	)
Accumulated other comprehensive loss		102,621			(16,339	)

TOTAL STOCKHOLDERS' DEFICIT		(4,770,002	)		(6,460,829	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	38,569,324		$	23,879,636

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019

REVENUE	$	14,352,098		$	9,685,850		$	39,105,318		$	27,883,147

COST OF GOODS SOLD		11,954,788			8,886,084			33,166,706			25,988,226

GROSS PROFIT		2,397,310			799,766			5,938,612			1,894,921

OPERATING EXPENSES
General and administrative expenses		1,017,686			808,138			2,702,259			2,444,351
Sales and marketing expenses		211,874			15,342			645,930			26,632
Depreciation and amortization expense		87,747			92,848			298,543			240,130
TOTAL OPERATING EXPENSES		1,317,307			916,328			3,646,732			2,711,113

INCOME (LOSS) FROM OPERATIONS		1,080,003			(116,562	)		2,291,880			(816,192	)

OTHER INCOME (EXPENSE)
Other income (expense), net		75,124			(94,321	)		103,073			232,022
Interest expense		(789,426	)		(366,677	)		(1,853,414	)		(955,791	)
Non-cash interest expense		-			(19,498	)		(29,509	)		(284,008	)
Loss on equity investments, net		(46,883	)		(660,893	)		(36,637	)		(1,103,035	)
Gain on extinguishment of debt		16,194			-			795,418			-
Foreign currency transaction gain (loss), net		427,289			(375,947	)		394,983			(457,362	)
TOTAL OTHER EXPENSE, NET		(317,702	)		(1,517,336	)		(626,086	)		(2,568,174	)

INCOME (LOSS) BEFORE INCOME TAXES		762,301			(1,633,898	)		1,665,794			(3,384,366	)

INCOME TAX (EXPENSE) BENEFIT		(4,435	)		549			(13,927	)		(6,189	)

NET INCOME (LOSS)		757,866			(1,633,349	)		1,651,867			(3,390,555	)

OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment, net		79,882			89,563			118,960			118,625

TOTAL COMPREHENSIVE INCOME (LOSS)	$	837,748		$	(1,543,786	)	$	1,770,827		$	(3,271,930	)

BASIC NET INCOME (LOSS) PER SHARE	$	0.06		$	(0.12	)	$	0.12		$	(0.26	)
DILUTED NET INCOME (LOSS) PER SHARE	$	0.06		$	(0.12	)	$	0.12		$	(0.26	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Basic		13,225,387			13,225,387			13,225,387			13,289,843
Diluted		13,263,944			13,225,387			13,260,518			13,289,843

COSMOS HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

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

Balance at January 1, 2019		13,878,757		$	13,879		$	13,133,982			(193,690	)	$	(225,494	)	$	(16,272,645	)	$	32,828		$	(3,317,450	)
Foreign currency translation adjustment, net		-			-			-			-			-			-			61,629			61,629
Cancellation of pre-delivery shares issued in connection with convertible debentures		(573,742	)		(574	)		574			-			-			-			-			-
Purchase of treasury stock from third party		-			-			-			(23,847	)		(71,541	)		-			-			(71,541	)
Net loss		-			-			-			-			-			(217,173	)		-			(217,173	)
Balance at March 31, 2019		13,305,015			13,305			13,134,556			(217,537	)		(297,035	)		(16,489,818	)		94,457			(3,544,535	)
Foreign currency translation adjustment, net		-			-			-			-			-			-			(32,567	)		(32,567	)
Conversion of related party debt to common stock		140,001			140			520,735			-			-			-			-			520,875
Gain on conversion of related party debt to common stock		-			-			529,125			-			-			-			-			529,125
Purchase of treasury stock from third party		-			-			-			(348,380	)		(716,586	)		-			-			(716,586	)
Cancellation of treasury shares		(219,629	)		(220	)		(658,667	)		219,629			658,887			-			-			-
Net loss		-			-			-			-			-			(1,540,033	)		-			(1,540,033	)
Balance at June 30, 2019		13,225,387			13,225			13,525,749			(346,288	)		(354,734	)		(18,029,851	)		61,890			(4,783,721	)
Foreign currency translation adjustment, net		-			-			-			(19,040	)		(57,120	)		-			89,563			32,443
Net loss		-			-			-			-			-			(1,633,349	)		-			(1,633,349	)
Balance at September 30, 2019		13,225,387		$	13,225		$	13,525,749			(365,328	)	$	(411,854	)	$	(19,663,200	)	$	151,453		$	(6,384,627	)

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

Balance at January 1, 2020		13,225,387	$	13,225	$	13,525,749		(365,328	)	$	(411,854	)	$	(19,571,610	)	$	(16,339	)	$	(6,460,829	)
Foreign currency translation adjustment, net		-		-		-		-			-			-			(143,762	)		(143,762	)
Net loss		-		-		-		-			-			(483,310	)		-			(483,310	)
Balance at March 31, 2020		13,225,387		13,225		13,525,749		(365,328	)		(411,854	)		(20,054,920	)		(160,101	)		(7,087,901	)
Foreign currency translation adjustment, net		-		-		-		-			-			-			182,840			182,840
Net income		-		-		-		-			-			1,377,311			-			1,377,311
Balance at June 30, 2020		13,225,387		13,225		13,525,749		(365,328	)		(411,854	)		(18,677,609	)		22,739			(5,527,750	)
Foreign currency translation adjustment, net		-		-		-		-			-			-			79,882			79,882
Purchase of treasury stock from third party		-		-		-		(20,000	)		(80,000	)		-			-			(80,000	)
Net income		-		-		-		-			-			757,866			-			757,866
Balance at September 30, 2020		13,225,387	$	13,225	$	13,525,749		(385,328	)	$	(491,854	)	$	(17,919,743	)	$	102,621		$	(4,770,002	)

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

	Nine Months Ended September 30,
	2020			2019

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	1,651,867		$	(3,390,555	)
Adjustments to Reconcile Net Loss to Net Cash Used In Operating Activities:
Depreciation and amortization expense		207,992			240,130
Amortization of right-of-use assets		90,551			284,008
Amortization of debt discounts		29,509			204,396
Lease expense		148,218			-
Interest on finance leases		9,197			-
Loss on disposal of fixed asset		21,624			-
Gain on extinguishment of debt		(779,224	)		-
(Gain) loss on change in fair value of equity investments		19,798			1,090,886
Changes in Assets and Liabilities:
Accounts receivable, net		(10,099,941	)		(1,028,844	)
Accounts receivable - related party		(358,528	)		(233,404	)
Inventory		(727,960	)		(276,887	)
Prepaid expenses and other current assets		(5,273,072	)		534,680
Prepaid expenses and other current assets - related party		2,712,271			(730,385	)
Other assets		(51,836	)		(140,281	)
Accounts payable and accrued expenses		2,356,249			594,323
Accounts payable and accrued expenses - related party		(116,875	)		263,029
Customer advances		(228,566	)		(866,596	)
Other current liabilities		154,819			(36,557	)
Lease liabilities		(120,799	)		(105,564	)
Taxes payable		7,772			-
Other liabilities		4,819			24,809
NET CASH USED IN OPERATING ACTIVITIES		(10,342,115	)		(3,572,812	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets		(113,845	)		(594,632	)
Proceeds from sale of investments		-			1,211,348
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES		(113,845	)		616,716

CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of convertible note payable		(413,000	)		(365,514	)
Proceeds from convertible note payable		-			1,380,000
Payment of related party note payable		(941,357	)		(36,532	)
Payment of note payable		(5,253,918	)
Proceeds from note payable		15,926,295			2,000,000
Payment of related party loan		(109,024	)		(212,176	)
Proceeds from related party loan		594,836			508,085
Payment of lines of credit		(13,270,971	)		(7,980,910	)
Proceeds from lines of credit		14,588,466			9,045,285
Payments of finance lease liability		(57,316	)		(27,086	)
Purchase of treasury stock		(80,000	)		(845,247	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		10,984,011			3,465,905

Effect of exchange rate changes on cash		515,043			(193,945	)

NET CHANGE IN CASH		1,043,094			315,864

CASH AT BEGINNING OF PERIOD		38,537			864,343
CASH AT END OF PERIOD	$	1,081,631		$	1,180,207

Supplemental Disclosure of Cash Flow Information

Cash paid during the period:
Interest	$	124,178		$	447,731
Income tax	$	11,605		$	11,605

Supplemental Disclosure of Non-Cash Investing and Financing Activities

Cancellation of pre-delivery shares issued for conversion of convertible notes payable	$	-		$	574
Discounts related to beneficial conversion features of convertible debentures	$	-		$	120,000
Conversion of convertible notes payable to common stock	$	-		$	1,050,000

	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

	September 30, 2020						Total Carrying
	Level 1		Level 2		Level 3		Value
Marketable securities – ICC International Cannabis Corp.	$	-		-		-	$	-
Marketable securities – Divsersa S.A.		209,138		-		-		290,138
Marketable securities – National Bank of Greece		2,110		-		-		2,110
	$	211,248					$	211,248

	December 31, 2019						Total Carrying
	Level 1		Level 2		Level 3		Value
Marketable securities – ICC International Cannabis Corp.	$	33,000		-		-	$	33,000
Marketable securities – Divsersa S.A.		200,290		-		-		200,290
Marketable securities – National Bank of Greece		5,650		-		-		5,650
	$	238,940					$	238,940

	September 30, 2020			December 31, 2019
Leasehold improvements	$	537,389		$	548,000
Vehicles		120,138			115,055
Furniture, fixtures and equipment		1,515,228			1,439,839
Computers and software		141,975			85,052
		2,314,730			2,187,946
Less: Accumulated depreciation and amortization		(615,000	)		(453,165	)
Total	$	1,699,730		$	1,734,781

	September 30, 2020			December 31, 2019
License	$	50,000		$	50,000
Trade name / mark		36,997			36,997
Customer base		176,793			176,793
		263,790			263,790
Less: Accumulated amortization		(74,642	)		(49,806	)
Subtotal		179,180			213,984
Goodwill		49,697			49,697
Total	$	238,845		$	263,681

	2020			2019

Beginning Balance	$	1,375,532		$	1,793,437
Payments		(941,357	)		(382,055	)
Foreign currency translation		60,770			(35,850	)
Ending Balance	$	494,945		$	1,375,532

	September 30, 2020		December 31, 2019
National	$	2,822,030	$	1,940,045
Alpha		1,002,669		810,947
National - COVID		428,740		-
Eurobank		-		-
Total	$	4,253,439	$	2,750,992

	2020			2019

Beginning balance notes		1,500,000			365,513
New notes		-			1,500,000
Payments		(413,000	)		(365,513	)
Subtotal notes		1,087,000			1,500,000
Debt discount at year end		-			(29,509	)
Note payable net of discount		1,087,000			1,470,491

September 30, 2020	Loan Facility			Bridge Loans			Trade Facility		Third Party			COVID Loans		Total
Beginning balance		3,078,442			191,287			6,245,400		2,514,595			-		12,029,724
Proceeds		-			-			-		15,510,000			416,295		15,926,295
Payments		(82,061	)		(165,995	)		-		(5,005,862	)		-		(5,253,918	)
Debt extinguishment		(29,035	)		(25,292	)		-		-			-		(54,327	)
Foreign currency translation		115,803			-			99,200		645			-		215,648
Ending Balance		3,083,149			-			6,344,600		13,019,378			398,955		22,863,422

	·	The Lender will provide Decahedron a facility of up to €2,750,000 ($3,222,825) secured against Decahedron’s receivables from the sale of branded and generic pharmaceutical sales.

	·	The total facility will be calculated as 95% of the agreed upon value of Decahedron’s receivables.

·	The term of the Decahedron Facility will be for 12 months.

·	The obligations of Decahedron are guaranteed by the Company pursuant to a Cross Guarantee and Indemnity Agreement.

·	The Lender has the right to make payments directly to Decahedron’s suppliers.

·	The following fees should be paid in connection with the Decahedron Facility:

	o	2% of the maximum principal amount as an origination fee.

	o	A one percent (1%) monthly fee.

·	The Lender will provide SkyPharm a facility of up to €2,000,000 ($2,344,600) secured against SkyPharm’s receivables from the sale of branded and generic pharmaceutical sales. In the event that accounts receivable become uncollectible, the Company will be obligated to pay back the notes in full.

·	The total facility will be calculated as 95% of the agreed upon value of Decahedron’s receivables.

·	The term of the SkyPharm Facility will be for 12 months.

·	The obligations of SkyPharm are guaranteed by the Company pursuant to a Cross Guarantee and Indemnity Agreement.

·	The Lender has the right to make payments directly to SkyPharm’s suppliers.

·	The following fees should be paid in connection with the SkyPharm Facility:

	o	2% of the maximum principal amount as an origination fee.

	o	A one percent (1%) monthly fee.

	·	A listing of approved purchasers;

	·	To permit SkyPharm to request Synthesis to make payments under the TFF directly to SkyPharm so that SkyPharm can discharge its obligations to a commodity seller directly;

	·	To prohibit SkyPharm from entering into a commodity contract which grants more than seventy-five (75) days delay between the payment for products and receipt of the purchase price and placed other limitations on terms of commodity contracts;

	·	If Grigorios Siokas, CEO of Cosmos Holdings Inc. (“Cosmos”), ceases to own or control at least fifty-one (51%) percent of the shares of Cosmos, or SkyPharm ceases to be a wholly-owned subsidiary of Cosmos, either event shall constitute an Event of Default (as defined);

	·	The maximum aggregate amount of the TFF is €15,000,000, although there is no commitment for any future loans under the TFF;

	·	The interest rate on the TFF for: (i) all lending in U.S. dollars is the one-month LIBOR plus six (6%) percent margin; and (ii) for all lending in Euro, the one-month Euribor Rate plus six (6%) percent per annum, commencing June 1, 2018.

	·	Synthesis is permitted to terminate the TFF at any time and demand repayment of all outstanding principal and interest in full within six (6) months from the date of notification.

Maturity of Lease Liability
Remainder of 2020	$	25,060
2021		85,041
2022		56,270
2023		56,270
2024		56,270
Thereafter		210,982
Total undiscounted operating lease payments	$	489,894
Less: Imputed interest		104,332
Present value of operating lease liabilities	$	385,562

Maturity of Lease Liability
Remainder of 2020	$	22,789
2021		82,746
2022		57,954
2023		45,664
2024		32,675
Thereafter		8,072
Total undiscounted finance lease payments	$	249,900
Less: Imputed interest		27,922
Present value of finance lease liabilities	$	221,978

	·	50,000 shares upon the successful conclusion of Preclinical Trials.

	·	50,000 shares upon the conclusion of Phase I testing.

	·	50,000 shares upon the conclusion of Phase II testing.

	·	50,000 shares upon the conclusion of Phase III testing.

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
	Number of		Exercise		Contractual		Intrinsic
Options	Shares		Price		Term		Value
Balance Outstanding, December 31, 2019		74,000	$	1.32		2.47	$	198,000
Granted		-		-		-		-
Forfeited		-		-		-		-
Exercised		-		-		-		-
Expired		-		-		-		-
Balance Outstanding, September 30, 2020		74,000	$	1.32		0.71	$	162,480

Exercisable, September 30, 2020		74,000	$	1.32		0.71	$	162,480

Country	September 30, 2020		September 30, 2019
Croatia	$	8,796	$	5,338
Cyprus		5,343		-
Denmark		229,929		89,580
France		1,113		142,919
Georgia				5,320
Germany		948,282		5,350,465
Greece		36,062,729		17,688,527
Hungary		36,881		261,092
Indonesia		-		7,197
Iraq		-		2,134
Ireland		35,833		376,380
Italy		27,265		157,398
Jordan		19,710		20,216
Libya		42,844		-
Netherlands		156,392		763,889
Poland		28,941		270,306
Turkey		-		24,434
UK		1,501,261		2,717,952
Total	$	39,105,318	$	27,833,147

	·	Drug shortages due to ban of exports
	·	Problems/restrictions in supply chain
	·	Logistics delays (5-7 days)
	·	National or EU long lasting recession

Exhibit No.		Document Description

10.1		Form of August 4, 2020 Senior Promissory Note in the amount of $3,000,000 with Personal Guaranty of Grigorios Siokas

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: November 13, 2020	By:	/s/ Grigorios Siokas
		Grigorios Siokas
		Chief Executive Officer
		(Principal Executive Officer,
		Acting Principal Financial Officer and
		Acting Principal Accounting Officer)

	COSMOS HOLDINGS INC.


	By:
		Name: Grigorios Siokas
		Title: CEO

		LENDER:

		By: ________________________________
		Name:

1.	I have reviewed this report on Form 10-Q of Cosmos Holdings Inc.;

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

5.	I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

	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.

	Cosmos Holdings Inc.

Date: November 13, 2020	By:	/s/ Georgios Terzis
		Georgios Terzis
		Principal Financial Officer and Principal Accounting Officer