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OMPHALOS, CORP - Quarter Report: 2016 March (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

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED March 31, 2016

[   ] 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., 83, Nankan Rd. Sec. 1,
Luchu Taoyuan County
Taiwan
(Address of principal executive offices, Zip Code)

011-8863-322-9658
(Registrant’s telephone number, including area code)

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

Copies to:
Thomas E. Stepp, Jr.
Stepp Law Corporation
15707 Rockfield Boulevard, Suite 101
Irvine, California 92618
Phone: (949) 660-9700 ext. 124
Fax: (949) 660-9010

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, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

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

The number of shares of registrant’s common stock outstanding, as of May 12, 2016 was 30,063,759.


TABLE OF CONTENTS

  Page
  PART I - FINANCIAL INFORMATION 3
     
Item 1. Financial Statements 3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation 14
Item 3. Quantitative and Qualitative Disclosures About Market Risk 15
Item 4. Controls and Procedures 15
     
  PART II - OTHER INFORMATION 16
     
Item 1. Legal Proceedings 16
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 16
Item 3. Defaults Upon Senior Securities 16
Item 4. Mine Safety Disclosures 16
Item 5. Other Information 16
Item 6. Exhibits 17
     
SIGNATURES   19

2


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

CONTENTS

  Page
   
Condensed Consolidated Balance Sheets 4
   
Condensed Consolidated Statements of Operations and Other Comprehensive Income (Loss) 5
   
Condensed Consolidated Statements of Cash Flows 6
   
Notes to Consolidated Financial Statements 7-13

3


OMPHALOS, CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS

    March 31,     December 31,  
    2016     2015  
Assets   (Unaudited)        
Current Assets            
     Cash and cash equivalents $  174,573   $  74,982  
     Accounts receivable, net   76,076     777  
     Inventory, net   115,702     106,963  
     Prepaid and other current assets   56,158     43,008  
           Total current assets   422,509     225,730  
             
Leasehold Improvements and Equipment, net   6,180     7,194  
Intangible assets, net   20,957     21,329  
Deposits   3,443     3,379  
             
                                         Total Assets $  453,089   $  257,632  
             
Liabilities and Stockholders' Equity            
Current Liabilities            
     Accounts payable $  110,054   $  42,629  
     Accrued salaries and bonus   25,559     24,292  
     Accrued expenses   41,017     12,451  
     Income tax payable   27,263     -  
     Advance from customers   84,652     58,311  
     Due to related parties   361,754     355,025  
           Total current liabilities   650,299     492,708  
             
Long-term Liabilities            
     Loan from shareholders   621,506     609,944  
           Total liabilities   1,271,805     1,102,652  
             
Stockholders' Deficit            
     Common stock, $0.0001 par value, 120,000,000 shares authorized, 
          30,063,759 shares issued and outstanding as of March 31, 2016 
          and December 31, 2015, respectively
  3,007     3,007  
     Additional paid-in capital   47,523     47,523  
     Other comprehensive income   572,156     587,062  
     Accumulated deficit   (1,441,402 )   (1,482,612 )
                                 Total Stockholders' deficit   (818,716 )   (845,020 )
             
                                         Total Liabilities and Stockholders' Deficit $  453,089   $  257,632  

See accompanying Notes to Condensed Consolidated Financial Statements

4


OMPHALOS, CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
OTHER COMPREHENSIVE INCOME (LOSS)
FOR THE THREE MONTHS ENDED MARCH 31, 2016 AND 2015
(UNAUDITED)

    Three Months Ended     Three Months Ended  
    March 31, 2016     March 31, 2015  
             
Sales, net $  437,277   $  3,510  
             
Cost of sales   184,023     2,164  
             
Gross profit   253,254     1,346  
             
Selling, general and administrative expenses   184,535     169,719  
             
Income (loss) from operations   68,719     (168,373 )
             
Other income (expenses)            
             Interest income   -     265  
             Interest expense   (4,538 )   (2,662 )
             Gain (loss) on foreign currency exchange   3,569     2,821  
                                         Total other income (expenses)   (969 )   424  
             
Income (loss) before provision for income taxes   67,750     (167,949 )
             
Provision for income taxes   26,540     -  
             
Net Income (loss) $  41,210   $  (167,949 )
             
Weighted average number of common shares:            
             Basic and diluted   30,063,759     30,063,759  
             
Net Income (loss) per share:            
             Basic and diluted $  0.00   $  (0.01 )
             
Other Comprehensive (Loss) Income:            
Net Income (loss) $  41,210   $  (167,949 )
Foreign currency translation adjustment, net of tax   (14,906 )   (4,823 )
Comprehensive (Loss) Income $  26,304   $  (172,772 )

See accompanying Notes to Condensed Consolidated Financial Statements

5


OMPHALOS, CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2016 AND 2015
(UNAUDITED)

    Three Months Ended     Three Months Ended  
    March 31, 2016     March 31, 2015  
Cash flows from operating activities            
       Net income(loss) $  41,210   $  (167,949 )
       Adjustments to reconcile net income to net cash used in            
       operating activities:            
       Amortization and depreciation   1,876     1,966  
       Allowance for inventory value decline   (62,903 )   1,053  
       Foreign currency exchange (gain) loss   (3,569 )   (2,821 )
       Changes in assets and liabilities:            
                       Decrease(Increase) in accounts receivable   (73,288 )   81,839  
                       Decrease (Increase) in inventory   56,368     (4,014 )
                       Decrease (Increase) in prepaid and other assets   (12,008 )   3,135  
                       Increase (Decrease) in accounts payable   64,850     (869 )
                       Increase (Decrease) in accrued expenses   28,364     60  
                       Increase (Decrease) in income tax payable   26,540     -  
                       Increase (Decrease) in advance from customers   24,567     -  
                       Increase(Decrease) in due to related parties   -     10,767  
                                                 Net cash provided by (used in) operating activities   92,007     (76,833 )
             
Cash flows from financing activities            
       Proceeds from short-term bank loans   -     -  
       Repayment of short-term bank loans   -     (126,824 )
       Proceeds advanced from related parties   -     110,971  
                                                 Net cash used in financing activities   -     (15,853 )
             
Effect of exchange rate changes on cash and cash equivalents   7,584     3,172  
             
Net Increase (Decrease) in cash and cash equivalents   99,591     (89,514 )
             
Cash and cash equivalents            
       Beginning   74,982     107,028  
       Ending $  174,573   $  17,514  
             
Supplemental disclosure of cash flows            
       Cash paid during the year for:            
       Interest expense $  4,538   $  2,662  
       Income tax $  -   $  -  

See accompanying Notes to Condensed Consolidated Financial Statements

6


OMPHALOS, CORP.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2016
(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, 2015.

   

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) was incorporated on October 30, 2001 under the laws of the British Virgin Islands. 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) and 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.

   

Effective April 18, 2008 Soyodo entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Omphalos, Corp., a Nevada corporation. 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 is 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 a significant net loss during the past two years and had an accumulated deficit of $1,441,402 and $1,482,612 as of March 31, 2016 and December 31, 2015, 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.

7


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 2016; (3) 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 or market. 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 $430,359 and $485,767 at March 31, 2016 and December 31, 2015, 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 $105,609 and $102,516 at March 31, 2016 and December 31, 2015, respectively. Depreciation expense was $1,120 and $1,174 for the three months ended March 31, 2016 and 2015, respectively.

Intangible Assets — Include cost of patent applications that are deferred and charged to operations over their useful lives. The accumulated amortization is $31,200 and $29,858 at March 31, 2016 and December 31, 2015, respectively. Amortization of intangible assets was $756 and $792 for the three months ended March 31, 2016 and 2015, respectively.

8


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.

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 in accordance with ASC 740, Income Taxes, which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when, in the opinion of management, it is more likely than not that some or all of any deferred tax assets will not be realized.

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 at March 31, 2016 and December 31, 2015.

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 three months ended March 31, 2016 and 2015, the Company did not have any common equivalent shares.

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.

9


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.

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 August 2014, FASB issued ASU No. 2014-15, “Preparation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern”. Under U.S. GAAP, continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity's liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity's liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements—Liquidation Basis of Accounting. Even when an entity's liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity's ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Accounting Standards Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company will evaluate the going concern considerations in this ASU, however, at the current period, management does not believe that it has met conditions which would subject these condensed consolidated financial statements for additional disclosure.

10


In September 2015, FASB issued ASU No. 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments”, which requires an acquirer to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. ASU 2015-16 requires the acquirer to record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. ASU 2015-16 requires an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments in this update should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this update with earlier application permitted for financial statements that have not been issued. The adoption of this standard is not expected to have a material impact for any periods presented.

In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes”. This update requires an entity to classify deferred tax liabilities and assets as noncurrent within a classified statement of financial position. ASU 2015-17 is effective for annual and interim reporting periods beginning after December 15, 2016. This update may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. Early application is permitted as of the beginning of the interim or annual reporting period. We are currently evaluating the impact of the adoption of this pronouncement on our balance sheet; although we expect a significant reclassification between current and long-term assets.

In February 2016, the FASB issued ASU 2016-02, "Leases," which requires recognition of lease assets and lease liabilities on the balance sheet of lessees. ASU 2016-02 is effective for fiscal years and interim reporting periods within those years beginning after December 15, 2018, or in fiscal 2020 for HEICO. Early adoption is permitted. ASU 2016-02 requires a modified retrospective transition approach and provides certain optional transition relief. We are currently evaluating the effect the adoption of this guidance will have on our consolidated results of operations, financial position and cash flows.

In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers (Topic 606) – Principal versus Agent Considerations (“ASU 2016-08”)”, which clarifies the implementation guidance for principal versus agent considerations in ASU 2014-09. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606) – Identifying Performance Obligations and Licensing (“ASU 2016-10”), which amends the guidance in ASU 2014-09 related to identifying performance obligations and accounting for licenses of intellectual property. The Company must adopt ASU 2016-08 and ASU 2016-10 with ASU 2014-09. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company is currently evaluating the timing of its adoption and the impact of adopting the new revenue standard on its consolidated financial statements.

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 $1,800. Rent expense under this lease agreement amounted to approximately $5,100 and $5,330 for the three months ended March 31, 2016 and 2015, respectively.

   

Loan from related party

11



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 approximately $155,376 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 approximately $155,376, 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 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 approximately $155,376 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 approximately $155,376, 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 approximately $310,754, for working capital purpose. The term of the loan started from July 1, 2015 with maturity date on June 30, 2018.

  

As of March 31, 2016 and December 31, 2015, there were $621,506 and $609,944 advances outstanding. Interest expense was $4,538 and $2,378 for the three months ended March 31, 2016 and 2015, respectively.

  

Advances from related party - The Company also has received funds advanced by 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 that shareholder. As of March 31, 2016 and December 31, 2015, the outstanding amounts of those advances were $361,754 and $355,025, respectively.

  
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 three months ended March 31, 2016 and 2015 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. The statutory tax rate under Taiwan tax law is 17%. Omphalos Corp. had net income of $156,120 for the three months ended March 31, 2016, but incurred losses for the three months ended March 31, 2015. All Fine Techonolgy Co., Ltd. incurred losses for the three months ended March 31, 2016 and 2015. As a result, tax liability was incurred as of March 31, 2016.

  

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

12



      Three months Ended     Three Months Ended  
      March 31, 2016     March 31, 2015  
  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   26,540     -  
  Total current provision   26,540     -  
               
               
  Deferred provision:            
   U.S   -     -  
   BVI   -     -  
   Taiwan- Net operating loss carryforward   -     -  
  Valuation allowance   -     -  
  Total deferred provision   -     -  
  Provision for income taxes $  26,540   $  -  

The following is a reconciliation of the statutory tax rate to the effective tax rate for the three months ended March 31, 2016 and 2015:

    Three Months ended   Three Months ended
    March 31, 2016   March 31, 2015
  U.S. Federal tax at statutory rate 34%   34%
  Valuation allowance (34%)   (34%)
  Foreign income tax- Taiwan 17%   17%
  Other (a) 0%   (17%)
  Effective tax rate 17%   0%

(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 three months ended March 31, 2016 and 2015, 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 March 31, 2016 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.”

******

13


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, 2015.

            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.

Three Months Ended March 31, 2016 Compared to the Three Months Ended March 31, 2015

Net sales for the three months ended March 31, 2016 were $437,277, as compared to $3,510 for the three months ended March 31, 2015. This represents an increase of $433,767 or approximately 12358% compared to the prior year period. The increase in net sales is primarily the result of an increase in laser marking machine sales.

Cost of sales increased by $181,859 or approximately 8404% to $184,023 for the three months ended March 31, 2016, as compared to $2,164 for the three months ended March 31, 2015. Gross profit (loss) for the three months ended March 31, 2016 was $253,254, compared to $1,346, for the same period in 2015. Gross profit as a percentage of net sales was approximately 58% in the first quarter of 2016, compared to approximately 38% in the same period in 2015. The higher gross margin in the first quarter of 2016 was primarily due to the sales of laser marking machine with higher margin.

For the three months ended March 31, 2016, selling, general and administrative expenses totaled $184,535, compared to $169,719 for the three months ended March 31, 2015. This was an increase of $14,816 or approximately 9% as compared to the same period in 2015. The increase in selling, general and administrative expenses is primarily the result of the increase in salary, and travel expenses.

For the three months ended March 31, 2016, income (loss) from operations increased to $68,719 as compared to $(168,373) for the three months ended March 31, 2015. This represents an increased income of $237,092 comparing the two periods. The increase of income from operations for the three months ended March 31, 2016 is primarily the result of an increase in gross profit, which is partially offset by an increase in operating expenses.

Other income (expenses) was $(969) and $424 for the three months ended March 31, 2016 and 2015, respectively. This represents decreased income of $1,393 or a decrease of approximately 329%. The main reason for this decreased other income was due to an increase in interest expense, and a decrease in interest income, which is partially offset by an increase in gain on foreign currency exchange, as compared to the prior year period.

14


Our net income (loss) was $41,210 for the three months ended March 31, 2016 compared to a net loss of $(167,949) for the three months ended March 31, 2015. The increased net income for the three months ended March 31, 2016 was due to the reasons described above.

Liquidity and Capital Resources

Cash and cash equivalents were $174,573 at March 31, 2016 and $74,982 at December 31, 2015. Our total current assets were $422,509 at March 31, 2016, as compared to $225,730 at December 31, 2015. Our total current liabilities were $650,299 at March 31, 2016 as compared to $492,708 at December 31, 2015.

We had working capital at March 31, 2016 of $(227,790) compared with working capital of $(266,978) at December 31, 2015. This slight increase in working capital was primarily due to an increase in cash, account receivable and prepaid expense, which is partial offset by increases in accounts payable, accrued expenses, due to related parties, income tax payable, and advances from customers.

Net cash flow provided by operating activities during the three months ended March 31, 2016 was $92,007, an increase of $168,840 compared to $(76,833) net cash used in operating activities during the three months ended March 31, 2015. Net cash flow used in operating activities during the three months ended March 31, 2016 was primarily due to net income, increases in accounts receivable, prepaid expenses, accounts payable, accrued expenses, income tax payable, advance from customers, foreign currency exchange gain, and allowance for inventory value decline, and a decrease in inventory.

Net change in cash and cash equivalents were $99,591 for the three months ended March 31, 2016, compared to $(89,514) for the three months ended March 31, 2015, an increase of $189,105.

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.

As a smaller reporting company, we are not required to provide this information.

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.

15


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.

As a smaller reporting company, we are not required to provide this information; provided, however,

The risk factors set forth in our annual report on Form 10-K for the year ended December 31, 2015, filed on April 12, 2016, have not changed, except that we disclosed in our quarterly report on Form 10-Q for the quarter ended March 31, 2016, a new risk factor related to our securities as follows:

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

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

16


Item 6. Exhibits.

Exhibit    
Number   Description
2.1

Share Exchange Agreement dated February 5, 2008, between the Company and the parties set forth on the signature page thereof. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on February 11, 2008)

     
2.2

Agreement and Plan of Merger (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on April 15, 2008)

     
3.1

Articles of Amendment to the Articles of Incorporation of the Company (incorporated by reference to the Company's proxy statement on Schedule 14A filed with the Commission on March 5, 2003 (the "Proxy Statement")

     
3.2

Agreement and Plan of Merger between Quixit, Inc., a Colorado corporation, and TOP Group Corporation (now TOP Group Holdings, Inc.), a Delaware corporation (incorporated by reference to the Proxy Statement)

     
3.3  

Certificate of Incorporation of the Company (incorporated by reference to the Proxy Statement)

     
3.4  

By-Laws of the Company (incorporated by reference to the Proxy Statement)

     
3.5

Restated Certificate of Incorporation of the Company (incorporated by reference to the Company’s proxy statement on Schedule 14C filed with the commission on March 15, 2005 for an increase of authorized shares)

     
3.6

Restated Certificate of Incorporation of the Company (incorporated by reference to the Company’s proxy statement on Schedule l4C filed with the commission on August 26, 2005 for a name change)

     
3.7

Restated Certificate of Incorporation of the Company (incorporated by reference to the Company’s proxy statement on Schedule l4C filed with the commission on June 20, 2006 to set the new total authorized shares)

     
3.8

Certificate of Merger filed with the Secretary of State of Delaware (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on April 15, 2008)

     
3.9

Certificate of Merger filed with Secretary of State of Nevada (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on April 15, 2008)

     
3.10

Certificate of Amendment to the Articles of Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on April 15, 2008)

     
10.1

Employment Agreement with Pi-Yun Chu (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed with the Commission on February 20, 2008)

     
10.2

Employment Agreement with Shen-Ren Li (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K/A filed with the Commission on February 20, 2008)

     
10.3

Employment Agreement with Sheng-Peir Yang (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K/A filed with the Commission on February 20, 2008)

     
10.4

Purchase and Sale Agreement with Tamura Corporation, incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 29, 2011.

17



10.5

Lease Agreement for property, incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 29, 2011.

   
21

List of Subsidiaries, incorporated by reference to Exhibit 21 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 29, 2011.

   
31.1

Certification by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.*

   
31.2

Certification by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.*

   
32.1

Certification by Chief 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 Chief 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

18


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: May 12, 2016 By: /s/ Sheng-Peir Yang
    Sheng-Peir Yang
    Chief Executive Officer, President
    and Chairman of the Board
     
     
Date: May 12, 2016 By: /s/ Chu Pi Yun
    Chu Pi Yun
    Chief Financial Officer, Chief Accounting
    Officer and Director

19