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, 2015
[ ] 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
(Registrants 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 registrants common stock outstanding,
as of May 12, 2015 was 30,063,759.
TABLE OF CONTENTS
|
|
Page |
|
PART I - FINANCIAL INFORMATION |
|
|
|
|
Item 1. |
Financial Statements |
1 |
Item 2. |
Managements Discussion and Analysis of
Financial Condition and Results of Operation |
9 |
Item 3. |
Quantitative and Qualitative
Disclosures About Market Risk |
11 |
Item 4. |
Controls and Procedures |
11 |
|
|
|
|
PART II - OTHER INFORMATION |
|
|
|
|
Item 1. |
Legal Proceedings |
11 |
Item 2. |
Unregistered Sales of Equity
Securities and Use of Proceeds |
12 |
Item 3. |
Defaults Upon Senior Securities |
12 |
Item 4. |
Mine Safety Disclosures |
12 |
Item 5. |
Other Information |
12 |
Item 6. |
Exhibits |
12 |
|
|
|
SIGNATURES |
14 |
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 through F-8 |
OMPHALOS, CORP.
CONDENSED CONSOLIDATED BALANCE
SHEETS
|
|
March 31, |
|
|
December 31, |
|
|
|
2015 |
|
|
2014 |
|
Assets |
|
(Unaudited) |
|
|
|
|
Current Assets |
|
|
|
|
|
|
Cash and
cash equivalents |
$ |
17,514 |
|
$ |
107,028
|
|
Accounts receivable, net
|
|
20,533 |
|
|
101,996 |
|
Inventory, net |
|
36,859 |
|
|
33,488 |
|
Prepaid and other current
assets |
|
32,018 |
|
|
34,788 |
|
Total current assets |
|
106,924 |
|
|
277,300 |
|
|
|
|
|
|
|
|
Leasehold Improvements and
Equipment, net |
|
11,107 |
|
|
12,153 |
|
|
|
|
|
|
|
|
Intangible assets, net |
|
24,785 |
|
|
25,297 |
|
Deposits |
|
3,633 |
|
|
3,592 |
|
|
|
|
|
|
|
|
Total Assets |
$ |
146,449 |
|
$ |
318,342 |
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
Short-term bank loans |
$ |
- |
|
$ |
126,600 |
|
Accounts
payable |
|
8,606 |
|
|
9,377 |
|
Accrued salaries and
bonus |
|
26,925 |
|
|
30,434 |
|
Accrued
expenses |
|
24,111 |
|
|
19,968 |
|
Due to related parties
|
|
221,397 |
|
|
97,383 |
|
Loan from
shareholders, current portion |
|
320,102 |
|
|
316,500 |
|
Total current liabilities |
|
601,141 |
|
|
600,262 |
|
|
|
|
|
|
|
|
Stockholders' Equity |
|
|
|
|
|
|
Common
stock, $0.0001 par value, 120,000,000 shares |
|
|
|
|
|
|
authorized, 30,063,759 shares issued and outstanding |
|
|
|
|
|
|
as of March 31, 2015 and December 31, 2014 |
|
3,007 |
|
|
3,007 |
|
Additional paid-in
capital |
|
47,523 |
|
|
47,523 |
|
Other
comprehensive income |
|
553,061 |
|
|
557,884 |
|
Accumulated deficit |
|
(1,058,283 |
) |
|
(890,334 |
) |
Total
Stockholders' equity |
|
(454,692 |
)
|
|
(281,920 |
)
|
|
|
|
|
|
|
|
Total Liabilities and
Shareholders' Equity |
$ |
146,449 |
|
$ |
318,342 |
|
See accompanying Notes to Condensed Consolidated Financial
Statements
F-1
OMPHALOS, CORP.
CONDENSED CONSOLIDATED STATEMENTS
OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014
(UNAUDITED)
|
|
2015 |
|
|
2014 |
|
Sales, net |
$ |
3,510 |
|
$ |
14,214 |
|
Cost of sales |
|
2,164 |
|
|
318 |
|
Gross profit (loss) |
|
1,346 |
|
|
13,896 |
|
Selling, general and administrative expenses
|
|
169,719 |
|
|
198,678 |
|
Loss from operations |
|
(168,373 |
)
|
|
(184,782 |
)
|
Other income (expenses) |
|
|
|
|
|
|
Interest income |
|
265 |
|
|
143 |
|
Interest expense |
|
(2,662 |
) |
|
(2,696 |
) |
Gain on foreign currency exchange |
|
2,821 |
|
|
4,700 |
|
Total other income (expenses) |
|
424 |
|
|
2,147 |
|
Loss before provision for
income taxes |
|
(167,949 |
)
|
|
(182,635 |
)
|
Provision for income taxes |
|
- |
|
|
- |
|
Net loss |
$ |
(167,949 |
)
|
$ |
(182,635 |
))
|
Weighted average number of common shares: |
|
|
|
|
|
|
Basic and diluted |
|
30,063,759 |
|
|
30,063,759 |
|
Net loss per share: |
|
|
|
|
|
|
Basic and diluted |
$ |
(0.01 |
)
|
$ |
(0.01 |
)
|
Other Comprehensive Loss: |
|
|
|
|
|
|
Net loss |
$ |
(167,949 |
)
|
$ |
(182,635 |
)
|
Foreign currency translation adjustment, net
of tax |
|
(4,823 |
) |
|
(3,644 |
) |
Comprehensive Loss |
$ |
(172,772 |
)
|
$ |
(186,279 |
)
|
See accompanying Notes to Condensed Consolidated Financial
Statements
F-2
OMPHALOS, CORP.
CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014
(UNAUDITED)
|
|
2015 |
|
|
2014 |
|
Cash flows from operating
activities |
|
|
|
|
|
|
Net
loss |
$ |
(167,949 |
) |
$ |
(182,635 |
) |
Adjustments to reconcile net income to net cash used in |
|
|
|
|
|
|
operating activities: |
|
|
|
|
|
|
Amortization and depreciation |
|
1,966 |
|
|
3,857 |
|
Allowance for inventory value decline |
|
1,053 |
|
|
- |
|
Foreign currency exchange (gain) loss |
|
(2,821 |
)
|
|
(4,700 |
)
|
Changes in assets and liabilities: |
|
|
|
|
|
|
Decrease (Increase) in accounts
receivable |
|
81,839 |
|
|
232,298 |
|
Decrease (Increase) in inventory |
|
(4,014 |
) |
|
(32,023 |
) |
Decrease (Increase) in prepaid
and other assets |
|
3,135 |
|
|
1,191 |
|
Increase (Decrease) in accounts payable |
|
(869 |
) |
|
(107,822 |
) |
Increase (Decrease) in accrued
expenses |
|
60 |
|
|
(4,584 |
)
|
Increase in due to related parties |
|
10,767 |
|
|
8,385 |
|
Net cash used in operating activities |
|
(76,833 |
)
|
|
(86,033 |
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
Proceeds from short-term bank loans |
|
- |
|
|
198,180 |
|
Repayment of short-term bank loans |
|
(126,824 |
) |
|
- |
|
Proceeds advanced from related parties |
|
110,971 |
|
|
58,819 |
|
Net
cash provided by(used in) financing activities |
|
(15,853 |
) |
|
256,999 |
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and
cash equivalents |
|
3,172 |
|
|
1,839 |
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash
equivalents |
|
(89,514 |
) |
|
172,805 |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
|
|
|
|
Beginning |
|
107,028 |
|
|
91,801 |
|
Ending |
$ |
17,514 |
|
$ |
264,606 |
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flows |
|
|
|
|
|
|
Cash paid during the year for: |
|
|
|
|
|
|
Interest expense |
$ |
2,662 |
|
$ |
1,708 |
|
Income tax |
$ |
- |
|
$ |
- |
|
See accompanying Notes to Condensed Consolidated Financial
Statements
F-3
OMPHALOS, CORP.
NOTES TO THE UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2015
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 Companys Annual Report
on Form 10-K for the year ended December 31, 2014. |
|
|
|
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 companys name to Omphalos, Corp. |
|
|
|
Basis of Consolidation The 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 $1,058,283 and $890,334 as of March 31, 2015 and December 31,
2014, 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
Companys 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. |
|
|
|
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. |
F-4
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 2015; (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 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 $506,717 and $499,624 at March 31,
2015 and December 31, 2014, 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.
Intangible Assets
Include cost of patent applications that are deferred and charged to
operations over their useful lives. The accumulated amortization is $28,941 and
$27,825 at March 31, 2015 and December 31, 2014, respectively. Amortization of
intangible assets was $792 and $954 for the three months ended March 31, 2015
and 2014, respectively.
Revenue Recognition The
Company derives revenues from the sale of equipment and parts to customers. The
Companys 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.
F-5
Research and Development Expenses
Research and development costs are generally expensed as incurred.
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, 2015 and December
31, 2014.
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, 2015 and 2014, 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.
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.
F-6
Translation Adjustment
The Company financial statements are presented in the U.S. dollar ($),
which is the Companys 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.
Recently Issued Accounting
Pronouncements In July 2013, the FASB issued ASU 2013-11,
Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a
Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit
Carryforward Exists. An unrecognized tax benefit, or a portion of an
unrecognized tax benefit, should be presented in the financial statements as a
reduction to a deferred tax asset. To the extent a net operating loss
carryforward, a similar tax loss, or a tax credit carryforward is not available
at the reporting date under the tax law of the applicable jurisdiction to settle
any additional income taxes that would result from the disallowance of a tax
position or the tax law of the applicable jurisdiction does not require the
entity to use, and the entity does not intend to use, the deferred tax asset for
such purpose, the unrecognized tax benefit should be presented in the financial
statements as a liability and should not be combined with deferred tax assets.
The assessment of whether a deferred tax asset is available is based on the
unrecognized tax benefit and deferred tax asset that exist at the reporting date
and should be made presuming disallowance of the tax position at the reporting
date. For public entities, the guidance is effective prospectively for reporting
periods beginning after December 15, 2013. For nonpublic entities, the guidance
is effective prospectively for reporting periods beginning after December 15,
2014. Early adoption is permitted. The adoption of this standard is not expected
to have a material impact on the Companys consolidated financial position and
results of operations.
In May 2014, the FASB issued ASU
2014-9, Revenue from Contracts with Customers. The core principle of the
guidance is that an entity should recognize revenue to depict the transfer of
promised goods or services to customers in an amount that reflects the
consideration to which the entity expects to be entitled in exchange for those
goods or services. An entity should disclose sufficient information to enable
users of financial statements to understand the nature, amount, timing, and
uncertainty of revenue and cash flows arising from contracts with customers. For
a public entity, the amendments in this Update are effective for annual
reporting periods beginning after December 15, 2016, including interim periods
within that reporting period. Early application is not permitted. The adoption
of this standard is not expected to have a material impact on the Companys
consolidated financial position and results of operations.
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
StatementsLiquidation 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.
F-7
2. |
SHORT-TERM BANK LOANS |
|
|
|
On February 25, 2014, the Company entered a six-month
line of credit agreement with Bank SinoPac (Taiwan). The outstanding
balance bearing interest at a floating rate of prime rate plus 1.05%, of
which prime rate was based on four-to-six month time deposit interest rate
of Bank SinoPac(Taiwan). The actual interest rate as of December 31, 2014
was 1.99%. The Company borrowed NT$2,000,000, approximately equivalent to
$63,300, on February 27, 2014, March 4, 2014, March 17, 2014, and May 5,
2014, totaling NT$8,000,000, or approximately equivalent to $253,200, and
the principals were due on August 26, 2014, September 3, 2014, September
16, 2014, and November 4, 2014, respectively. The line of credit is
collateralized by a real property owned by one of the Company's
shareholders, and also guaranteed by the shareholder. |
|
|
|
On October 7, 2014 and December 4, 2014, the Company
repaid two of line of credits that were due on September 3, 2014 and
November 4, 2014, respectively. On August 26, 2014, and September 16,
2014, two bank loans, totaling NT$4,000,000, or approximately equivalent
to $126,600, were extended for another six months, which are due on
February 25, 2015, and March 15, 2015, respectively. On January 5, 2015
and February 25, 2015, the Company has repaid two extended line of credits
in full. |
|
|
|
Interest expense of short-term bank loans was
approximately $284 and $263 for the three months ended March 31, 2015 and
2014, respectively. |
|
|
3. |
RELATED-PARTY TRANSACTIONS |
|
|
|
Operating Leases |
|
|
|
The Company leases its facility from a shareholder under
an operating lease agreement which expires on January 31, 2016. The
monthly base rent is approximately $1,900. Rent expense under this lease
agreement amounted to approximately $5,330 and $5,550 for the three months
ended March 31, 2015 and 2014, 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 approximately $160,051 for working
capital purpose. The term of the loan started from July 30, 2013 with
maturity date on July 29, 2015. |
|
|
|
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
$160,051 for working capital purpose. The term of the loan started from
January 1, 2014 with maturity date on December 31, 2015. |
|
|
|
As of March 31, 2015 and December 31, 2014, there were
$320,102 and $316,500 advances outstanding, respectively. Interest expense
was $2,378 and $2,433 for the three months ended March 31, 2015 and 2014,
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. As of March 31, 2015 and
December 31, 2014, there were $221,397 and $97,383 advances outstanding,
respectively. |
4. |
CONTINGENCIES AND LEGAL PROCEEDINGS |
|
|
|
On January 24, 2013, Artic Automation Co., Ltd. (the
Plaintiff) filed a complaint against All Fine Technology Co. (TWN), (the
Company), at Taiwan Taoyuan District Court in Taiwan, for not paying
accounts payable of NT$ 990,875, equivalent to approximately $ 32,540. The
Plaintiff claimed that the Company has the obligation to pay off the dues
after receiving the products. However, the Company disputed Plaintiffs
claim that the received products were defective and not able to re-sell.
The case went to trial on March 20, 2013, and the court pronounced its
judgment that the Company had to repay the liability. An appeal was filed
on December 27, 2013 by the Company. The hearing for the appeal was held
on January 2, 2014 at Taiwan High Court in Taipei City, Taiwan. On April
23, 2014, the Company and the Plaintiff reached a settlement that the
Company will repay NT$820,000, equivalent to approximately $26,930 to the
plaintiff on May 7, 2014. As such, the case was closed. The liability has
been paid off as of December 31, 2014. |
|
|
5. |
SUBSEQUENT EVENTS |
|
|
|
The Company evaluated all events or transactions that
occurred after March 31, 2015 up through the date the Company issued these
financial statements. |
******
F-8
Item 2. Managements 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 managements current expectations and are
inherently uncertain. Our actual results may differ significantly from
managements 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, 2014.
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, 2015 Compared to the Three
Months Ended March 31, 2014
Net sales for the three months ended March 31, 2015 were
$3,510, as compared to $14,214 for the three months ended March 31, 2014. This
represents a decrease of $10,704 or approximately 75% compared to the prior year period. The decrease in net sales is primarily
the result of a decrease in services and parts sales.
9
Cost of sales increased by $1,846 or approximately 580.5% to
$2,164 for the three months ended March 31, 2015, as compared to $318 for the
three months ended March 31, 2014. Gross profit (loss) for the three months
ended March 31, 2015 was $1,346, compared to $13,896, for the same period in
2014. Gross profit (loss) as a percentage of net sales was approximately 38% in
the first quarter of 2015, compared to approximately 98% in the same period in
2014. The loss gross profit rate in the first quarter of 2015 was primarily due
to the sales of parts with lower margin.
For the three months ended March 31, 2015, selling, general and
administrative expenses totaled $169,719.This was a decrease of $28,959 or
approximately 15% as compared to the same period in 2014. The decrease in
selling, general and administrative expenses is primarily the result of the
decrease in rent, salary, and travel expenses.
For the three months ended March 31, 2015, loss from operations
increased to $(168,373) as compared to $(184,782) for the three months ended
March 31, 2014. This represents a decreased loss of $16,409 or approximately
8.88% comparing the two periods. The decrease of loss from operations for the
three months ended March 31, 2015 is primarily the result of a decrease in gross
profit, which is partially offset by a decrease in operating expenses.
Other income (expenses) was $424 and $2,147 for the three
months ended March 31, 2015 and 2014, respectively. This represents decreased
income of $1,723 or a decrease of approximately 80%. The main reason for this
decreased other income was due to a decrease in gain on foreign currency
exchange of $2,821, as compared to $4,700 for the prior year period.
Our net loss was $(167,949) for the three months ended March
31, 2015 compared to a net loss of $(182,635) for the three months ended March
31, 2014. The decreased loss for the three months ended March 31, 2015 was due
to the reasons described above.
Liquidity and Capital Resources
Cash and cash equivalents were $17,514 at March 31, 2015 and
$107,028 at December 31, 2014. Our total current assets were $106,924 at March
31, 2015, as compared to $277,300 at December 31, 2014. Our total current
liabilities were $601,141 at March 31, 2015 as compared to $600,262 at December
31, 2014.
We had working capital at March 31, 2015 of $(494,217) compared
with working capital of $(322,962) at December 31, 2014. This decrease in
working capital was primarily due to a decrease in cash, accounts receivable,
prepaid expense, and increase in due to related parties and loan from
shareholders, which is partial offset by increases in inventory, and decreases
in accounts payable and short-term bank loans. Net cash flow used in operating
activities during the three months ended March 31, 2015 was $76,833, a decrease
of $9,200 compared to $86,033 net cash used in operating activities during the
three months ended March 31, 2014. Net cash flow used in operating activities
during the three months ended March 31, 2015 was primarily due to net loss,
increases in inventory, foreign currency exchange gain, due to related parties
and accrued expenses, and a decrease in accounts receivable, prepaid expenses,
and accounts payable.
Net cash used in financing activities for the three months
ended March 31, 2015 was $15,853, which was primarily due to repayment of
short-term bank loans and advances from shareholder.
10
Net change in cash and cash equivalents was a decrease of
$89,514 during the three months ended March 31, 2015.
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.
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.
On January 24, 2013, Artic Automation Co., Ltd. (the
Plaintiff) filed a complaint against All Fine Technology Co. (TWN), (the
Company), at Taiwan Taoyuan District Court in Taiwan, for not paying accounts
payable of NT$ 990,875, equivalent to approximately $ 32,540. The Plaintiff
claimed that the Company has the obligation to pay off the dues after receiving
the products. However, the Company disputed Plaintiffs claim that the received
products were defective and not able to re-sell. The case went to trial on March
20, 2013, and the court pronounced its judgment that the Company had to repay
the liability. An appeal was filed on December 27, 2013 by the Company. The
hearing for the appeal was held on January 2, 2014 at Taiwan High Court in
Taipei City, Taiwan. On April 23, 2014, the Company and the Plaintiff reached a
settlement that the Company will repay NT$820,000, equivalent to approximately
$26,930 to the plaintiff on 05/07/2014. As such, the case was closed. The
liability has been paid off as of December 31, 2014.
11
Item 1A.Risk Factors.
The risk factors set forth in our annual report on Form 10-K
for the year ended December 31, 2014, filed on March 25, 2015 have not changed,
except that we disclosed in our quarterly report on Form 10-Q for the quarter
ended March 31, 2015, 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.
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
Companys 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 Companys 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)
|
12
3.5 |
|
Restated Certificate of Incorporation of the
Company (incorporated by reference to the Companys 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 Companys
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 Companys 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
Companys 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 Companys 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 Companys
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 Companys 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 Companys
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 Companys 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
Companys Annual Report on Form 10-K, filed with the SEC on March 29,
2011. |
10.5 |
|
Lease Agreement for property, incorporated by
reference to Exhibit 10.5 to the Companys 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 Companys 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
13
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, 2015 |
By: |
/s/
Sheng-Peir Yang |
|
|
Sheng-Peir Yang |
|
|
Chief Executive Officer, President |
|
|
and Chairman of the Board |
|
|
|
|
|
|
Date: May 12, 2015 |
By: |
/s/
Chu Pi Yun |
|
|
Chu Pi Yun |
|
|
Chief Financial Officer, Chief Accounting
|
|
|
Officer and Director |
14
EXHIBIT 31.1
CERTIFICATION
I, Sheng-Peir Yang, certify that:
1. I have reviewed this quarterly report on Form 10-Q of
Omphalos, Corp. (the registrant);
2. Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
a) designed such disclosure
controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this
report is being prepared;
b) designed such internal control
over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles;
c) evaluated the effectiveness of
the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such
evaluation; and
d) disclosed in this report any
change in the registrants internal control over financial reporting that
occurred during the registrants most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants
internal control over financial reporting; and
5. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies
and material weaknesses in the design or operation of internal control over
financial reporting, which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report financial
information; and
b) any fraud, whether or not
material, that involves management or other employees who have a significant
role in the registrant's internal control over financial reporting.
May 12, 2015
/s/ Sheng-Peir
Yang
Sheng-Peir Yang
Chief Executive Officer
EXHIBIT 31.2
CERTIFICATION
I, Chu Pi Yun, certify that:
1. I have reviewed this quarterly report on Form 10-Q of
Omphalos, Corp. (the registrant);
2. Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
a) designed such disclosure
controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this
report is being prepared;
b) designed such internal control
over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles;
c) evaluated the effectiveness of
the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such
evaluation; and
d) disclosed in this report any
change in the registrants internal control over financial reporting that
occurred during the registrants most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants
internal control over financial reporting; and
5. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies
and material weaknesses in the design or operation of internal control over
financial reporting, which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report financial
information; and
b) any fraud, whether or not
material, that involves management or other employees who have a significant
role in the registrant's internal control over financial reporting.
May 12, 2015
/s/ Chu Pi
Yun
Chu Pi Yun
Chief Financial Officer
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Omphalos, Corp. (the
"Company") on Form 10-Q for the quarter ended March 31, 2015 as filed with the
Securities and Exchange Commission on the date hereof (the Report), the
undersigned officer of the Company hereby certifies, pursuant to 18 U.S.C.
section 906 of the Sarbanes-Oxley Act of 2002, to such officers knowledge that:
(i) the Report fully complies with the requirements of Section
13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934,
as amended (subject to the Company's position prevailing in regard to the
remaining unresolved SEC comment, as more fully described in the Report); and
(ii) the information contained in the Report fairly presents,
in all material respects, the financial condition and results of operations of
the Company.
A signed original of this written statement required by Section
906 has been provided to the Company and will be retained by the Company and
furnished to the Securities and Exchange Commission or its staff upon request.
May 12, 2015
/s/ Sheng-Peir
Yang
Sheng-Peir Yang
Chief Executive Officer
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Omphalos, Corp. (the
"Company") on Form 10-Q for the quarter ended March 31, 2015 as filed with the
Securities and Exchange Commission on the date hereof (the Report), the
undersigned officer of the Company hereby certifies, pursuant to 18 U.S.C.
section 906 of the Sarbanes-Oxley Act of 2002, to such officers knowledge that:
(i) the Report fully complies with the requirements of Section
13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934,
as amended (subject to the Company's position prevailing in regard to the
remaining unresolved SEC comment, as more fully described in the Report); and
(ii) the information contained in the Report fairly presents,
in all material respects, the financial condition and results of operations of
the Company.
A signed original of this written statement required by Section
906 has been provided to the Company and will be retained by the Company and
furnished to the Securities and Exchange Commission or its staff upon request.
May 12, 2015
/s/ Chu Pi
Yun
Chu Pi Yun
Chief Financial Officer
Omphalos (CE) (USOTC:OMPS)
過去 株価チャート
から 5 2024 まで 6 2024
Omphalos (CE) (USOTC:OMPS)
過去 株価チャート
から 6 2023 まで 6 2024