10-Q 1 form10q.htm FORM 10-Q Omphalos Corp.: Form 10-Q - Filed by newsfilecorp.com

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

Form 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED June 30, 2018

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

FOR THE TRANSITION PERIOD FROM _________TO __________

COMMISSION FILE NUMBER 000-32341

OMPHALOS, CORP.
(Exact name of registrant as specified in its charter)

Nevada 84-1482082
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

Unit 2, 15 Fl., No. 83, Nankan Rd. Sec. 1,
Luzhu Dist., Taoyuan City, 33859, Taiwan
(Address of principal executive offices, Zip Code)

011-886-3-322-9658
(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X]           No [   ]

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

Large accelerated filer [   ] Accelerated filer [   ]
Non-accelerated filer [   ] Smaller reporting company [X]
  Emerging growth company [   ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [   ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [   ]           No [X]

As of August 10, 2018, 30,063,760 shares of the Company’s common stock, $0.0001 par value, were issued and outstanding.

2

TABLE OF CONTENTS

    Page
 PART I - FINANCIAL INFORMATION 
     
Item 1. Financial Statements 4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation 5
Item 3. Quantitative and Qualitative Disclosures About Market Risk 7
Item 4. Controls and Procedures 7
     
 PART II - OTHER INFORMATION 
     
Item 1. Legal Proceedings 7
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 8
Item 3. Defaults Upon Senior Securities 8
Item 4. Mine Safety Disclosures 8
Item 5. Other Information 8
Item 6. Exhibits 8
   
SIGNATURES 9

3

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

CONTENTS 
  Page
   
Condensed Consolidated Balance Sheets F-1
   
Condensed Consolidated Statements of Operations and Other Comprehensive Income (Loss) F- 2
   
Condensed Consolidated Statements of Cash Flows F-3
   
Notes to Consolidated Financial Statements F-4- F-19

4

OMPHALOS, CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS

    June 30,     December 31,  
    2018     2017  
Assets   (Unaudited)        
Current Assets            
     Cash and cash equivalents $  101,421   $  23,051  
     Accounts receivable, net   31,042     44,204  
     Inventory, net   82,811     118,475  
     Prepaid and other current assets   40,529     21,023  
             Total current assets   255,803     206,753  
             
Leasehold improvements and equipment, net   5,507     7,019  
Intangible assets, net   14,775     16,854  
Deposits   2,799     3,599  
Total Assets $  278,884   $  234,225  
             
Liabilities and Stockholders' Equity            
Current Liabilities            
     Accounts payable $  60,074   $  17,394  
     Accrued salaries and bonus   14,345     19,448  
     Accrued expenses   33,542     42,397  
     Due to related parties   711,604     654,910  
     Loan from shareholders – current portion   492,935     506,073  
             Total current liabilities   1,312,500     1,240,222  
             
Long-term Liabilities            
     Loan from shareholders   492,935     506,073  
             Total liabilities   1,805,435     1,746,295  
             
Stockholders' Deficit            
Common stock, $0.0001 par value, 120,000,000 shares authorized, 30,063,759 shares issued and
outstanding as of June 30, 2018 and December 31, 2017, respectively 		  3,007     3,007  
Additional paid-in capital   47,523     47,523  
Other comprehensive income   506,627     465,722  
Accumulated deficit   (2,083,708 )   (2,028,322 )
Total Stockholders' deficit   (1,526,551 )   (1,512,070 )
             
Total Liabilities and Stockholders' Deficit $  278,884   $  234,225  

See accompanying Notes to Condensed Consolidated Financial Statements

F-1


OMPHALOS, CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
OTHER COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)

    FOR THE SIX     FOR THE THREE  
    MONTHS ENDED JUNE     MONTHS ENDED JUNE  
    30,     30,  
    2018     2017     2018     2017  
Sales, net $  486,064   $  484,019   $  331,523   $  280,003  
Cost of sales   293,405     267,700     208,507     155,228  
Gross profit   192,659     216,319     123,016     124,775  
Selling, general and administrative expenses   238,040     291,968     124,331     132,623  
Loss from operations   (45,381 )   (75,649 )   (1,315 )   (7,848 )
Other income (expenses)                        
     Interest income   147     42     147     42  
     Interest expense   (15,237 )   (14,694 )   (7,553 )   (7,441 )
     Gain (loss) on foreign currency exchange   5,085     (1,404 )   7,120     (12,019 )
                                           Total other income (expenses)   (10,005 )   (16,056 )   (286 )   (19,418 )
Loss before provision for income taxes   (55,386 )   (91,705 )   (1,601 )   (27,266 )
Provision for income taxes   -     -     -     -  
Net Loss $  (55,386 ) $  (91,705 ) $  (1,601 ) $  (27,266 )
Weighted average number of common shares:                        
     Basic and diluted   30,063,759     30,063,759     30,063,759     30,063,759  
Net loss per share:                        
     Basic and diluted $  (0.00 ) $  (0.00 ) $  (0.00 ) $  (0.00 )
                         
Other Comprehensive (Loss) Income:                        
Net loss $  (55,386 ) $  (91,705 ) $  (1,601 ) $  (27,266 )
Foreign currency translation adjustment, net of tax   40,905     (76,392 )   69,308     625  
Comprehensive (Loss) Income $  (14,481 ) $  (168,097 ) $  67,707   $  (26,641 )

See accompanying Notes to Condensed Consolidated Financial Statements

F-2


OMPHALOS, CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2018 AND 2017
(UNAUDITED)

    Six Months Ended     Six Months Ended  
    June 30, 2018     June 30, 2017  
Cash flows from operating activities            
         Net loss $  (55,386 ) $ (91,705 )
         Adjustments to reconcile net loss to net cash provided by (used in) operating activities:        
         Amortization and depreciation   3,062     3,401  
         Foreign currency exchange (gain) loss   (5,085 )   1,405  
         Changes in assets and liabilities:            
                               Decrease (Increase) in accounts receivable   12,380     (94,343 )
                               Decrease (Increase) in inventory   33,578     89,586  
                               Decrease (Increase) in prepaid and other assets   (19,931 )   (20,792 )
                               Increase (Decrease) in accounts payable   44,441     30,861  
                               Increase (Decrease) in accrued expenses   (12,726 )   (4,606 )
                               Increase (Decrease) in advance from customers   -     26,629  
                               Increase (Decrease) in due to related parties   75,933     253,269  
                                                 Net cash provided by operating activities   76,266     193,705  
             
Effect of exchange rate changes on cash and cash equivalents   2,104     2,614  
             
Net increase (decrease) in cash and cash equivalents   78,370     196,319  
             
Cash and cash equivalents            
         Beginning   23,051     37,643  
         Ending $  101,421   $ 233,962  
             
Supplemental disclosure of cash flows            
         Cash paid during the year for:            
         Interest expense $  15,237   $ 14,694  
         Income tax $  -   $ -  

See accompanying Notes to Condensed Consolidated Financial Statements

F-3


OMPHALOS, CORP.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
JUNE 30, 2018
(UNAUDITED)

1.

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation — The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial reporting and in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements contained in this report reflect all adjustments that are normal and recurring in nature and considered necessary for a fair presentation of the financial position and the results of operations for the interim periods presented. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for the interim period are not necessarily indicative of the results expected for the full year. These unaudited, condensed consolidated financial statements, footnote disclosures and other information should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

Organization — Omphalos Corp. was incorporated as Soyodo Group Holdings, Inc. (the “Soyodo”) under the laws of Delaware in March 2003. On February 5, 2008, Soyodo acquired the outstanding shares of Omphalos Corp. Omphalos Corp. (the “Omphalos BVI”) , a British Virgin Islands company incorporated on October 30, 2001. For accounting purposes, the acquisition was treated as a recapitalization of Omphalos BVI. Omphalos BVI owns 100% of Omphalos Corp. (Taiwan), All Fine Technology Co., Ltd. (Taiwan), and All Fine Technology Co., Ltd. (B.V.I.). Omphalos Corp. (Taiwan) was incorporated on February 13, 1991 under the laws of Republic of China. All Fine Technology Co., Ltd. (Taiwan) was incorporated on March 23, 2004 under the laws of Republic of China. All Fine Technology Co., Ltd. (B.V.I.) was incorporated on February 2, 2005 under the laws of the British Virgin Islands. Omphalos Corp. (B.V.I.) and its subsidiaries supplies a wide range of equipment and parts including reflow soldering ovens and automated optical inspection machines for printed circuit board (PCB) manufacturers in Taiwan and China.

Soyodo entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Omphalos, Corp., a Nevada corporation which went effective on April 18, 2008. Pursuant to the Merger Agreement, Soyodo was merged with and into the surviving corporation, Omphalos Corp. The certificate of incorporation and bylaws of the surviving corporation became the certificate of incorporation and bylaws of the Company, and the directors and officers of Soyodo became the members of the board of directors and officers of the Company. Following the execution of the Merger Agreement, the Company filed with the Secretary of State of Delaware and Nevada, a Certificate of Merger. Omphalos, Corp was incorporated on April 15, 2008 under the laws of the state of Nevada. The main purpose of the merger is to change the company’s name to Omphalos, Corp.

Basis of Consolidation — The condensed consolidated financial statements include the accounts of Omphalos Corp. and its wholly owned subsidiaries. All significant intercompany accounts and transactions are eliminated.

Going Concern — The Company has incurred net losses during the past two years and had an accumulated deficit of $2,083,708 and $2,028,322 as of June 30, 2018 and December 31, 2017, respectively. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business. This presentation presumes funds will be available to finance ongoing research and development, operations and capital expenditures and permit the realization of assets and the payment of liabilities in the normal course of operations for the foreseeable future.

F-4

There can be no assurances that there will be adequate financing available to the Company and the consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

The Company has taken certain restructuring steps to provide the necessary capital to continue its operations. These steps included: (1) Tightly budgeting and controlling all expenses; (2) Expanding product lines and recruiting a strong sales team to significantly increase sales revenue and profit in 2018; (3) The Company plans to continue actively seeing additional funding opportunities to improve and expand upon its product lines.

Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents — Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less.

Accounts Receivable — Accounts receivables are carried at original invoice amount less estimates made for doubtful receivables. Management determines the allowance for doubtful accounts on a quarterly basis based on a review of the current status of existing receivables, account aging, historical collection experience, subsequent collections, management's evaluation of the effect of existing economic conditions, and other known factors. The provision is provided for the above estimates made for all doubtful receivables. Account balances are charged off against the allowance only when the Company considers it is probable that a receivable will not be recovered. Recoveries of trade receivables previously written off are recorded when received.

Inventory — Inventory is carried at the lower of cost and net realizable value. Net realizable value (NRV) is defined as estimated selling prices less costs of completion, disposal, and transportation. Cost is determined by using the specific identification method. The Company periodically reviews the age and turnover of its inventory to determine whether any inventory has become obsolete or has declined in value, and charges to operations for known and anticipated inventory obsolescence. Inventory consists substantially of finished goods and is net of an allowance for slow-moving inventory of $438,990 and $450,691 at June 30, 2018 and December 31, 2017, respectively.

Property and Equipment — Property and equipment are recorded at cost, less accumulated depreciation. Depreciation is computed on the straight-line method over the estimated useful lives of the related assets as follows:

Automobile   5 years  
Furniture and fixtures   3 years  
Machinery and equipment   3 to 5 years  
Leasehold improvements   55 years  

Expenditures for major renewals and betterment that extend the useful lives of property and equipment are capitalized. Expenditures for repairs and maintenance are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the asset and accumulated depreciation are removed from the accounts and the resulting profit or loss is reflected in the statement of income for the period. The accumulated depreciation was $121,256 and $123,122 at June 30, 2018 and December 31, 2017, respectively. Depreciation expense was $1,371 and $1,770 for the six months ended June 30, 2018 and 2017, respectively. Depreciation expense was $680 and $896 for the three months ended June 30, 2018 and 2017, respectively.

Intangible Assets — Include cost of patent applications that are deferred and charged to operations over their useful lives. The accumulated amortization is $35,355 and $34,612 at June 30, 2018 and December 31, 2017, respectively. Amortization of intangible assets was $1,691 and $1,631 for the six months ended June 30, 2018 and 2017, respectively. Amortization of intangible assets was $838 and $826 for the three months ended June 30, 2018 and 2017, respectively.

F-5

Impairment of Long-Lived Assets — The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell. Management has determined that no impairments of long-lived assets currently exist.

Revenue Recognition — The Company derives revenues from the sale of equipment and parts to customers. The Company’s standard shipping term is Free on Board (FOB) shipping point. The Company recognizes revenue upon shipment for the sales under the term FOB shipping point. For the sales under other shipping term arrangements, such as FOB destination, the Company recognizes revenue when title passes to and the risks and rewards of ownership have transferred to the customer based on the terms of the sales. Usually no returns, discounts or other allowances are provided to customers. Shipping and handling charges to customers are included in net sales. Shipping and handling charges incurred by the Company are included in cost of goods sold.

Leases — Lease agreements are evaluated to determine if they are capital leases meeting any of the following criteria at inception: (a) Transfer of ownership; (b) Bargain purchase option; (c) The lease term is equal to 75 percent or more of the estimated economic life of the leased property; (d) The present value at the beginning of the lease term of the minimum lease payments, excluding that portion of the payments representing executory costs such as insurance, maintenance, and taxes to be paid by the lessor, including any profit thereon, equals or exceeds 90 percent of the excess of the fair value of the leased property to the lessor at lease inception over any related investment tax credit retained by the lessor and expected to be realized by the lessor.

If at its inception a lease meets any of the four lease criteria above, the lease is classified by the lessee as a capital lease; and if none of the four criteria are met, the lease is classified by the lessee as an operating lease.

Research and Development Expenses — Research and development costs are generally expensed as incurred.

Fair Value Measurements — FASB ASC 820, “Fair Value Measurements” defines fair value for certain financial and nonfinancial assets and liabilities that are recorded at fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. It requires that an entity measure its financial instruments to base fair value on exit price, maximize the use of observable units and minimize the use of unobservable inputs to determine the exit price. It establishes a hierarchy which prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy increases the consistency and comparability of fair value measurements and related disclosures by maximizing the use of observable inputs and minimizing the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the assets or liabilities based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy prioritizes the inputs into three broad levels based on the reliability of the inputs as follows:

  • Level 1 – Inputs are quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Valuation of these instruments does not require a high degree of judgment as the valuations are based on quoted prices in active markets that are readily and regularly available.

  • Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable as of the measurement date, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

  • Level 3 – Valuations based on inputs that are unobservable and not corroborated by market data. The fair value for such assets and liabilities is generally determined using pricing models, discounted cash flow methodologies, or similar techniques that incorporate the assumptions a market participant would use in pricing the asset or liability.

The carrying values of certain assets and liabilities of the Company, such as cash and cash equivalents, accounts receivable, inventory, prepaid expenses, accounts payable, accrued liabilities, and due to related parties, approximate to fair value due to their relatively short maturities. The carrying amounts of the Company's long-term debt approximate to their fair value because of the short maturity and/or interest rates which are comparable to those currently available to the Company on obligations with similar terms.

Statement of cash flows — In accordance with FASB ASC Topic 230, “Statement of Cash Flows,” cash flows from the Company’s operations are calculated based upon the local currencies, and translated to the reporting currency using an average foreign exchange rate for the reporting period. As a result, amounts related to changes in assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets.

Income Taxes — The Company accounts for income taxes using the asset and liability approach which allows the recognition and measurement of deferred tax assets to be based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will expire before the Company is able to realize their benefits, or future deductibility is uncertain.

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigations based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefits recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer satisfied. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the year incurred. No significant penalty or interest relating to income taxes has been incurred for the three months ended March 31, 2018 and 2017. GAAP also provides guidance on recognition, classification, interest and penalties, accounting in interim periods, disclosures and transition.

Stock Based Compensation — The Company applies the fair value provisions of ASC 718, Compensation-Stock Compensation (“ASC 718”). ASC 718 requires the recognition of compensation expense, using a fair-value based method, for costs related to all share-based payments including stock options. ASC 718 requires companies to estimate the fair value of share-based payment awards on the grant date using an option pricing model. The Company does not have any awards of stock-based compensation issued and outstanding for the six months ended at June 30, 2018 and 2017.

Loss Per Share — The Company has adopted Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”) which specifies the computation, presentation and disclosure requirements of earnings per share information. Basic earnings per share have been calculated based upon the weighted average number of common shares outstanding. Common equivalent shares are excluded from the computation of the diluted loss per share if their effect would be anti-dilutive. For the six months ended June 30, 2018 and 2017, the Company did not have any common equivalent shares.

Comprehensive Income — Comprehensive income includes accumulated foreign currency translation gains and losses. The Company has reported the components of comprehensive income on its statements of stockholders’ equity and statements of operations and comprehensive income (loss).

F-6

Foreign-currency Transactions — Foreign-currency transactions are recorded in New Taiwan dollar (“NTD”) at the rates of exchange in effect when the transactions occur. Gains or losses resulting from the application of different foreign exchange rates when cash in foreign currency is converted into New Taiwan dollar, or when foreign-currency receivables or payables are settled, are credited or charged to income in the year of conversion or settlement. On the balance sheet dates, the balances of foreign-currency assets and liabilities are restated at the prevailing exchange rates and the resulting differences are charged to current income except for those foreign currencies denominated investments in shares of stock where such differences are accounted for as translation adjustments under stockholders’ equity(deficit).

Translation Adjustment — The Company financial statements are presented in the U.S. dollar ($), which is the Company’s reporting currency, while its functional currency is New Taiwan dollar (“NTD”). Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of transaction. Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the consolidated statements of income. Monetary assets and liabilities denominated in foreign currency are translated at the functional currency rate of exchange ruling at the balance sheet date. Any differences are taken to profit or loss as a gain or loss on foreign currency translation in the statements of income.

In accordance with ASC 830, Foreign Currency Matters, the Company translates the assets and liabilities into U.S. dollar ($) using the rate of exchange prevailing at the balance sheet date and the statements of operations and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation from NTD into U.S. dollar are recorded in stockholders’ equity as part of accumulated other comprehensive income.

Reclassifications — Certain classifications have been made to the prior year financial statements to conform to the current year presentation. The reclassification had no impact on previously reported net loss or accumulated deficit.

Recently Issued Accounting Pronouncements — In February 2016, the FASB issued ASU No. 2016-02, “Leases.” The core principle of the ASU is that a lessee should recognize the assets and liabilities that arise from its leases other than those that meet the definition of a short-term lease. The ASU requires extensive qualitative and quantitative disclosures, including with respect to significant judgments made by management. Subsequently, the FASB issued ASU No. 2017-13, in September 2017 and ASU No. 2018-01, in January 2018, which amends and clarifies ASU 2016-02. The ASU will be effective for the Company beginning January 1, 2019, including interim periods in the fiscal year 2019. Early adoption is permitted. The Company is in the process of determining the method of adoption and assessing the impact of this ASU on its consolidated results of operations, cash flows, financial position and disclosures.

In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) . In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing . In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients and ASU 2016-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting . In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. In September 2017, the FASB issued ASU 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842). These amendments provide additional clarification and implementation guidance on the previously issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The amendments in ASU 2016-08 clarify how an entity should identify the specified good or service for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements. ASU 2016-10 clarifies the following two aspects of ASU 2014-09: identifying performance obligations and licensing implementation guidance. ASU 2016-11 rescinds several SEC Staff Announcements that are codified in Topic 605, including, among other items, guidance relating to accounting for consideration given by a vendor to a customer, as well as accounting for shipping and handling fees and freight services. ASU 2016-12 provides clarification to Topic 606 on how to assess collectability, present sales tax, treat noncash consideration, and account for completed and modified contracts at the time of transition. ASU 2016-12 clarifies that an entity retrospectively applying the guidance in Topic 606 is not required to disclose the effect of the accounting change in the period of adoption. Additionally, ASU 2016-20 clarifies certain narrow aspects within Topic 606 including its scope, contract cost accounting, and disclosures. The new guidance requires enhanced disclosures, including revenue recognition policies to identify performance obligations to customers and significant judgments in measurement and recognition. The effective date and transition requirements for these amendments are the same as the effective date and transition requirements of ASU 2014-09, which is effective for fiscal years, and for interim periods within those years, beginning after December 15, 2017. The Company is currently evaluating the overall impact that ASU 2014-09 and its related amendments will have on the Company’s financial statements.

In December 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin ("SAB") No. 118 (as further clarified by FASB ASU 2018-05, Income Taxes (Topic 740): "Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118") to provide guidance for companies that may not have completed their accounting for the income tax effects of the Tax Cut and Jobs Act ("Tax Act") in the period of enactment, which is the period that includes December 22, 2017. SAB No. 118 provides for a provisional one year measurement period for entities to finalize their accounting for certain income tax effects related to the Tax Act. SAB No. 118 provides guidance where: (i) the accounting for the income tax effect of the Tax Act is complete and reported in the Tax Act's enactment period, (ii) the accounting for the income tax effect of the Tax Act is incomplete and reported as provisional amounts based on reasonable estimates (to the extent determinable) subject to adjustments during a limited measurement period until complete, and (iii) accounting for the income tax effect of the Tax Act is not reasonably estimable (no related provisional amounts are reported in the enactment period) and entities would continue to apply accounting based on tax law provisions in effect prior to the Tax Act enactment until provisional amounts are reasonably estimable. SAB No. 118 requires disclosure of the reasons for incomplete accounting additional information or analysis needed, among other relevant information. The Company is continuing to gather additional information to determine the final impact.

In February 2018, the FASB issued ASU No, 2018-02, "Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income". The amendments in this Update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. Consequently, the amendments eliminate the stranded tax effects resulting from the Tax Cuts and Jobs Act and will improve the usefulness of information reported to financial statement users. However, because the amendments only relate to the reclassification of the income tax effects of the Tax Cuts and Jobs Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. The amendments in this Update also require certain disclosures about stranded tax effects. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of the amendments in this Update is permitted, including adoption in any interim period, (1) for public business entities for reporting periods for which financial statements have not yet been issued and (2) for all other entities for reporting periods for which financial statements have not yet been made available for issuance. The amendments in this Update should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company is currently evaluating the impact of adopting this new guidance on its financial position, results of operations, statement of comprehensive income, and cash flows.

F-7


2.

RELATED-PARTY TRANSACTIONS

Operating Leases

The Company leases its facility from a shareholder under an operating lease agreement which expires on January 31, 2019. The monthly base rent is approximately $1,900. Rent expense under this lease agreement amounted to approximately $11,380 and $10,970 for the six months ended June 30, 2018 and 2017, respectively, and approximately $5,640 and $5,940 for the three months ended June 30, 2018 and 2017, respectively.

Loan from related party

On July 26, 2013, the Company entered a loan agreement bearing interest at a fixed rate at 3% per annum with its shareholder to advance NT$5,000,000, equivalent $164,312 for working capital purpose. The term of the loan started from July 30, 2013 with maturity date on July 29, 2015. On July 31, 2015, the loan with the same amount of NT$5,000,000, equivalent $164,312, and the same fixed interest rate of 3% per annum was extended for another two years starting from August 1, 2015 with maturity date on July 31, 2017. On August 1, 2017, the loan with the same amount of NT$5,000,000, equivalent $164,312, and the same fixed interest rate of 3% per annum was extended for another three years starting from August 1, 2017 with maturity date on July 31, 2020.

On December 31, 2013, the Company entered another loan agreement bearing interest at a fixed rate at 3% per annum with its officer and shareholder to advance NT$5,000,000, equivalent $164,312 for working capital purpose. The term of the loan started from January 1, 2014 with maturity date on December 31, 2015. On December 31, 2015, the loan with the same amount of NT$5,000,000, equivalent $164,312, and the same fixed interest rate of 3% per annum was extended for another two years starting from January 1, 2016 with maturity date on December 31, 2018.

On July 5, 2015, the Company entered another loan agreement bearing interest at a fixed rate at 3% per annum with its shareholder to advance NT$10,000,000, equivalent $328,623, for working capital purpose. The term of the loan started from July 1, 2015 with maturity date on June 30, 2018. On July 1, 2018, the loan with the same amount of NT$10,000,000, equivalent $328,623, and the same fixed interest rate of 3% per annum was extended for another three years starting from July 1, 2018 with maturity date on June 30, 2021.

On July 1, 2016, the Company entered another loan agreement bearing interest at a fixed rate at 3% per annum with its shareholder to advance NT$10,000,000, equivalent $328,623, for working capital purpose. The term of the loan started from July 1, 2016 with maturity date on June 30, 2019.

As of June 30, 2018 and December 31, 2017, there were $985,870 and $1,012,146 advances outstanding, of which $492,935 and $506,073 were presented under current liabilities, respectively. Interest expense was $15,237 and $14,694 for the six months ended June 30, 2018 and 2017, respectively. Interest expense was $7,553 and $7,441 for the three months ended June 30, 2018 and 2017, respectively.

Advances from related party - The Company also has advanced funds from its officer and shareholder for working capital purposes. The Company has not entered into any agreement on the repayment terms for these advances. The advances bear no interest rate and are due upon demand by shareholders. As of June 30, 2018 and December 31, 2017, there were $711,604 and $654,910 advances outstanding, respectively.

F-8


3.

INCOME TAXES

The Company is incorporated in the State of Nevada in the United States of America and is subject to the U.S. federal and state taxation. Income before income taxes for the six months ended June 30, 2018 and 2017 includes the results of operations of Taiwan and British Virgin Islands. Omphalos Corp. (B.V.I.) and All Fine Technology Co., Ltd. (B.V.I.) are incorporated in British Virgin Islands and are not required to pay income tax. Omphalos Corp. and All Fine Technology Co., Ltd. are incorporated in Taiwan and are subject to Taiwan tax law. According to the amendments to the “Income Tax Act” enacted by the office of the President of Taiwan, R.O.C. on February 7, 2018, an increase in the statutory income tax rate from 17% to 20% and decrease in the undistributed earning tax from 10% to 5% are effective from January 1, 2018. This increase in the statutory income tax rate does not affect the amounts of the current or deferred taxes recognized as of June 30, 2018 and for the six months then ended. No income tax liabilities existed as of June 30, 2018 and December 31, 2017 due to the Company's continuing operating losses.

On December 22, 2017 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted. Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate (“Federal Tax Rate”) from 35% to 21% effective January 1, 2018. The 21% Federal Tax Rate will apply to earnings reported for the full 2018 fiscal year. In addition, the Company must re-measure its net deferred tax assets and liabilities using the Federal Tax Rate that will apply when these amounts are expected to reverse. As of June 30, 2018, the Company can determine a reasonable estimate for certain effects of tax reform and is recording that estimate as a provisional amount. The provisional remeasurement of the deferred tax assets and allowance valuation of deferred tax assets at June 30, 2018 resulted in a net effect of $0 discrete tax expenses (benefit) which lowered the effective tax rate by 14% for the six months ended June 30, 2018. The provisional remeasurement amount is anticipated to change as data becomes available allowing more accurate scheduling of the deferred tax assets and liabilities primarily related to net operating loss carryover.

The provision for income taxes calculated at the statutory rates in the combined statements of income is as follows:

    Six months Ended     Six Months Ended  
    June 30, 2018     June 30, 2017  
Current provision:            
Computed (provision for) income taxes at statutory rates in U.S. $  -    $ -  
Computed (provision for) income taxes at statutory rates in BVI   -     -  
Computed (provision for) income taxes at statutory rates in Taiwan   -     -  
Total current provision   -     -  
             
             
Deferred provision:            
U.S   -     -  
BVI   -     -  
Taiwan- Net operating loss carryforward   -     -  
Valuation allowance   -     -  
Total deferred provision   -     -  
Provision for income taxes $  -   $ -  

The following is a reconciliation of the statutory tax rate to the effective tax rate for the six months ended June 30, 2018 and 2017:

    Six Months ended     Six Months ended  
    June30, 2018     June 30, 2017  
U.S. Federal tax at statutory rate   21%     34%  
Valuation allowance   (21% )   (34% )
Foreign income tax- Taiwan   20%     17%  
Other (a)   (20% )   (17% )
Effective tax rate   -%     -%  

(a) Other represents expenses incurred by the Company that are not deductible for Taiwan income taxes and changes in valuation allowance for Taiwanese entities for the six months ended June 30, 2018 and 2017, respectively.

4.

SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date which the financial statements were available to be issued. All subsequent events requiring recognition as of June 30, 2018 have been incorporated into these consolidated financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”

******

F-9

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

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, including this discussion and analysis by management, contains or incorporates forward-looking statements. All statements other than statements of historical fact made in report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations. The potential risks and uncertainties that could cause our actual results to differ materially from those expressed or implied herein are set forth in our Annual Report on Form 10-K for the year ended December 31, 2017.

The following discussion and analysis should be read in conjunction with our financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

Results of operations for the three months ended June 30, 2018 and 2017

Net sales were $331,523 for the three months ended June 30, 2018 as compared to $280,003 for the three months ended June 30, 2017. This represented an increase of $51,520 or approximately 18.4% compared to the prior year period. The increase in net sales was primarily the result of an increase in demand for the new model of laser marking machine.

Cost of sales increased by $53,279 or 34.3% to $208,507 for the three months ended June 30, 2018, as compared to $155,228 for the three months ended June 30, 2017. Gross profit for the three months ended June 30, 2018 was $123,016, compared to $124,775 for the same period in 2017. Gross profit as a percentage of net sales was approximately 37% in the second quarter of 2018, compared to approximately 45% in the same period in 2017. The change in gross profit margin was primarily due to the higher margin on the products sold in the three months ended June 30, 2017.

For the three months ended June 30, 2018, selling, general and administrative expenses totaled $124,331. This was a decrease of $8,292 or approximately 6.3% as compared to $132,623 for the same period in 2017. The decrease of selling, general and administrative expenses was primarily due to the decrease in salary and traveling expenses, which was partially offset by the increase in sales commissions.

5

For the three months ended June 30, 2018, loss from operations decreased to $1,315 as compared to $7,848 for the three months ended June 30, 2017. This represented a decreased loss of $6,533 or approximately 83.2% comparing the two periods. The decrease in loss from operations for the three months ended June 30, 2018 was primarily the result of an increase in sales revenue and the decrease in selling, general and administrative expenses.

Other expenses were $286 and $19,418 for the three months ended June 30, 2018 and 2017, respectively. This represented decreased expense of $19,132 or approximately 98.5% . The main reason for this decreased other expense was due to an increase in gain on foreign currency exchange, as compared to the quarter ended June 30, 2017.

Our net loss was $1,601 for the three months ended June 30, 2018 compared to a net loss of $27,266 for the three months ended June 30, 2017. The decreased net loss for the three months ended June 30, 2018 was due to the reasons described above.

Results of operations for the six months ended June 30, 2018 and 2017

Net sales for the six months ended June 30, 2018 were $486,064, as compared to $484,019 for the six months ended June 30, 2017. This represented an increase of $2,045 or approximately 0.4% compared to the prior year period, which did not have substantial changes.

Cost of sales increased by $25,705 or approximately 9.6% to $293,405 for the six months ended June 30, 2018, as compared to $267,700 for the six months ended June 30, 2017. Gross profit for the six months ended June 30, 2018 was $192,659, compared to $216,319 for the same period in 2017. Gross profit as a percentage of net sales was approximately 40% in the first half of 2018, compared to approximately 45% in the same period in 2017. The change in gross profit margin was primarily due to the higher margin on the products sold in the six months ended June 30, 2017.

For the six months ended June 30, 2018, selling, general and administrative expenses totaled $238,040. This was a decrease of $53,928 or approximately 18.5% as compared to $291,968 for the same period in 2017. The decrease in selling, general and administrative expenses is primarily the result of the decrease in salary, professional fees, and travel expenses, which was partially offset by the increase in sales commissions.

For the six months ended June 30, 2018, loss from operations decreased to $45,381 as compared to $75,649 for the six months ended June 30, 2017. This represented a decreased loss of $30,268 or approximately 40.0% comparing the two periods. The decrease in loss from operations for the six months ended June 30, 2018 was primarily the result of a decrease in selling, general and administrative expenses.

Other expenses were $10,005 and $16,056 for the six months ended June 30, 2018 and 2017, respectively. This represented decreased expense of $6,051 or approximately 37.7% . The main reason for the decreased other expenses was an increase in interest income and gain on foreign currency exchange, as compared to the period ended June 30, 2017.

Our net loss was $55,386 for the six months ended June 30, 2018 compared to a net loss of $91,705 for the six months ended June 30, 2017. The decreased net loss for the six months ended June 30, 2018 was due to the reasons described above.

Liquidity and Capital Resources

Cash and cash equivalents were $101,421 at June 30, 2018 and $23,051 at December 31, 2017. Our total current assets were $255,803 at June 30, 2018, as compared to $206,753 at December 31, 2017. Our total current liabilities were $1,312,500 at June 30, 2018 as compared to $1,240,222 at December 31, 2017.

We had working capital deficit of $1,056,697 at June 30, 2018 compared with working capital deficit of $1,033,469 at December 31, 2017. This increase in working capital deficit was primarily due to a decrease in accounts receivable and inventory and increase in accounts payable and due to related parties, partial offset by increases in cash, prepaid expenses and other current assets, and decreases in accrued expenses and accrued salaries and bonus.

6

Net cash flow provided by operating activities was $76,266 during the six months ended June 30, 2018, a decrease of $117,439, compared to $193,705 during the six months ended June 30, 2017. The decrease in the cash provided by operating activities was primarily due to the decreased inventory, advance from customers, and due to related parties, which was partially offset by the decreased net loss, the increased accounts receivable, prepaid expenses, and accounts payable.

Net change in cash and cash equivalents was an increase of $78,370 during the six months ended June 30, 2018, and an increase of $196,319 for the six months ended June 30, 2017.

Inflation

Our opinion is that inflation has not had a material effect on our operations and is not expected to have any material effect on our operations.

Climate Change

Our opinion is that neither climate change, nor governmental regulations related to climate change, have had, or are expected to have, any material effect on our operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

N/A

Item 4. Controls and Procedures.

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of end of the period covered by this report to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (1) accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure; and (2) recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms.

There was no change to our internal controls or in other factors that could affect these controls during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

The risk factors set forth in our annual report on Form 10-K for the year ended December 31, 2017, filed on March 29, 2018, have not changed except that the risk factor related to our common stock are being replaced with following risk factors:

RISKS RELATED TO OUR COMMON STOCK

There has been no or limited trading market for our common stock. There is no assurance of an established public trading market, which would adversely affect the ability of our investors to sell their securities in the public markets.

There has been no or limited trading for the Company's common stock which is currently quoted on the OTC Pink. The lack of an active public market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active public market may also reduce the fair market value of your shares. An inactive market may also impair our ability to raise capital by selling shares of capital stock and may impair our ability to acquire other companies or technologies by using common stock as consideration.

You may have difficulty trading and obtaining quotations for our common stock.

The common stock may not be actively traded, and the bid and asked prices for our common stock quoted on the OTC Pink may fluctuate widely. As a result, investors may find it difficult to dispose of, or to obtain accurate quotations of the price of, our securities. This severely limits the liquidity of the common stock, and would likely reduce the market price of our common stock and hamper our ability to raise additional capital.

The market price of our common stock may, and is likely to continue to be, highly volatile and subject to wide fluctuations.

The market price of our common stock is likely to be highly volatile and could be subject to wide fluctuations in response to a number of factors that are beyond our control, including:

  • dilution caused by our issuance of additional shares of common stock and other forms of equity securities, which we may make in connection with future capital financings to fund our operations and growth, to attract and retain valuable

  • personnel and in connection with future strategic partnerships with other companies;

  • announcements of new acquisitions, discoveries or other business initiatives by our competitors;

  • our ability to take advantage of new acquisitions, discoveries or other business initiatives;

  • quarterly variations in our revenues and operating expenses;

  • changes in the valuation of similarly situated companies, both in our industry and in other industries;

  • changes in analysts’ estimates affecting the Company, our competitors and/or our industry;

  • changes in the accounting methods used in or otherwise affecting our industry;

  • additions and departures of key personnel;

  • fluctuations in interest rates and the availability of capital in the capital markets; and

  • significant sales of our common stock, including sales by the investors and/or future investors in future offerings we expect to make to raise additional capital.

These and other factors are largely beyond our control, and the impact of these risks, singly or in the aggregate, may result in material adverse changes to the market price of our common stock and/or our results of operations and financial condition.

We do not expect to pay dividends in the foreseeable future.

We do not intend to declare dividends for the foreseeable future, as we anticipate that we will reinvest any future earnings in the development and growth of our business. Therefore, investors will not receive any funds unless they sell their common stock, and stockholders may be unable to sell their shares on favorable terms or at all. Investors cannot be assured of a positive return on investment or that they will not lose the entire amount of their investment in the common stock.

If we fail to maintain effective internal controls over financial reporting, the price of our common stock may be adversely affected.

Our internal controls over financial reporting, while they appear to be sufficient for our needs, may have weaknesses and conditions that will need to be addressed, the disclosure of which may have an adverse impact on the price of our common stock. We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely impact our public disclosures regarding our business, financial condition or operating results. In addition, management's assessment of our internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal controls over financial reporting or disclosure of management's assessment of our internal controls over financial reporting may have an adverse impact on the price of our common stock.

We are controlled by current officers, directors and principal stockholders.

Our directors, executive officers and principal stockholders and their affiliates beneficially own approximately 64% of the outstanding shares of our common stock . So long as our directors, executive officers and principal stockholders and their affiliates control a majority of our fully diluted equity, they will continue to have the ability to elect our directors and determine the outcome of votes by our stockholders on corporate matters, including mergers, sales of all or substantially all of our assets, charter amendments and other matters requiring stockholder approval.

This controlling interest may have a negative impact on the market price of our common stock by discouraging third-party investors.

Applicable SEC rules governing the trading of “penny stocks” limit the trading and liquidity of our common stock, which may affect the trading price of our common stock.

Shares of common stock may be considered a “penny stock” and be subject to SEC rules and regulations which impose limitations upon the manner in which such shares may be publicly traded and regulate broker-dealer practices in connection with transactions in “penny stocks.” Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules which may increase the difficulty investors may experience in attempting to liquidate such stock.

7

The market price of our common stock may limit its eligibility for clearing house deposit.

We have been advised that if the market price for shares of our common stock is less than $0.10 per share, the Depository Trust Company and other securities clearing firms may decline to accept shares of our common stock for deposit and refuse to clear trades. This would materially and adversely affect the marketability and liquidity of our common stock, and, accordingly, may materially and adversely affect the value of an investment in our common stock.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit Number   Description
31.1   Certification by Principal Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.*
     
31.2   Certification by Principal Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.*
     
32.1   Certification by Principal Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code.*
     
32.2   Certification by Principal Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code.*
     
101.INS XBRL Instance Document+
101.SCH XBRL Taxonomy Extension Schema+
101.CAL XBRL Taxonomy Extension Calculation Linkbase+
101.DEF XBRL Taxonomy Extension Definition Linkbase+
101.LAB XBRL Taxonomy Extension Label Linkbase+
101.PRE XBRL Taxonomy Extension Presentation Linkbase+

*filed herewith
+submitted herewith

8

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  OMPHALOS, CORP.
     
     
Date: August 13, 2018 By: /s/ Sheng-Peir Yang
    Sheng-Peir Yang
Chief Executive Officer, President and Chairman of the Board

Date: August 13, 2018 By: /s/ Pi-Yun Chu
    Pi-Yun Chu
Chief Financial Officer, Chief Accounting Officer and Director

9