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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



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FORM 10-K/A

(AMENDMENT NO. 1)



ANNUAL REPORT

PURSUANT TO SECTIONS 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended December 31, 2002



Commission File No. 0-15586



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EOS INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Its Charter)



|Delaware                                                       |  | 52-1373960                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State of Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)



888
Seventh Avenue, 13thFloor, New York, New York 10106

(Address of Principal Executive Office, including Zip Code)



(212) 887-6869

(Registrants telephone number including area code)



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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:



None



SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:



Common Stock, $0.01 par value

(Title of Class)



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Indicate by
check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x  No ̈



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of
1934).  Yes ̈No  x





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The aggregate
market value of the registrants common stock held by non-affiliates of the registrant, computed by reference to the price at which the common stock was last sold, or the average bid and asked price of such common stock, as of the last business
day of the registrants most recently completed second quarter, is $14,076,149.



As of March 17, 2003, 88,020,099 shares of the registrants common stock were outstanding.



DOCUMENTS INCORPORATED BY REFERENCE



Portions of the registrants definitive Proxy Statement for its 2003 annual meeting of stockholders are incorporated by reference
into Part III of this report.



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In the Annual
Report on Form 10-K of Eos International, Inc. (the Company) for the year ended December 31, 2002 filed with the SEC on March 31, 2003, the box on the facing page of the report was erroneously checked to indicate that the Company is an
Accelerated Filer. The Company is not, and has never been, an Accelerated Filer. This amendment to the Companys Form 10-K is being filed to check the box on the facing page of the report to indicate that the Company is
not an Accelerated Filer. No other changes are being made to the Companys Form 10-K.



SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                  |  |  |  | EOS INTERNATIONAL,
INC.
|----------------- |  |  |  | -----------------------
|                  |  |  |  |                        
|                 
|Date: May 5, 2003 |  |  |  | By:                    
|                  |  |  |  |                        



Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|Signature                               |  | Capacity                                                                           |  | Date       
|--------------------------------------- |  | ---------------------------------------------------------------------------------- |  | -----------
|                                       
|/s/    JAMES M. CASCINOJames M. Cascino |  | President, Chief Executive Officer and Director (Principal Executive Officer)      |  | May 5, 2003
|                                       
|/s/    JACK B. HOODJack B. Hood         |  | Chief Executive Officer and Treasurer (Principal Financial and Accounting Officer) |  | May 5, 2003
|                                       
|*Peter A. Lund                          |  | Chairman of the Board                                                              |  | May 5, 2003
|                                       
|*Julius Koppelman                       |  | Vice Chairman of the Board                                                         |  | May 5, 2003
|                                       
|*Anthony R. Calandra                    |  | Director                                                                           |  | May 5, 2003
|                                       
|*Jonathan C. Klein                      |  | Director                                                                           |  | May 5, 2003
|                                       
|*Mark A. Ryle                           |  | Director                                                                           |  | May 5, 2003
|                                       
|*William S. Walsh                       |  | Director                                                                           |  | May 5, 2003
|                                       
|*Anthony J. Robbins                     |  | Vice Chairman of the Board                                                         |  | May 5, 2003



|* |  | Pursuant to Power of Attorney.
|- |  | ------------------------------



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CERTIFICATIONS



I, James M. Cascino,
certify that:



1. I have reviewed this annual
report on Form 10-K/A (Amendment No. 1) of Eos International, Inc.;



2. Based on my knowledge, this annual 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 annual report;



3. Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual report;



4. The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



a) designed such disclosure controls and procedures 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 annual report is being prepared;



b) evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the Evaluation Date);
and



c) presented in this annual report our
conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;



5. The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants
auditors and the audit committee of registrants board of directors (or persons performing the equivalent function):



a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability
to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and



b) any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrants internal controls; and



6. The registrants other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



Date: May 5, 2003



|                                     
|-------------------------------------
|/s/    JAMES
M. CASCINO              
|James M. Cascino                     
|President and Chief Executive Officer





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I, Jack B. Hood, certify that:



1. I have reviewed this annual report on Form
10-K/A (Amendment No. 1) of Eos International, Inc.;



2. Based on my knowledge, this annual 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 annual report;



3. Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual report;



4. The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



a) designed such disclosure controls and procedures 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 annual report is being prepared;



b) evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the Evaluation Date);
and



c) presented in this annual report our
conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;



5. The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants
auditors and the audit committee of registrants board of directors (or persons performing the equivalent function):



a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability
to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and



b) any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrants internal controls; and



6. The registrants other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



Date: May 5, 2003



|                                     
|-------------------------------------
|/s/    JACK B. HOOD                  
|Jack B. Hood                         
|Chief Financial Officer and Treasurer