UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 2
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED June 30, 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 |
(I.R.S. Employer Identification No.) |
organization) |
|
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 August 5, 2014 was 30,063,759.
EXPLANATORY NOTE
The purpose of this Amendment No. 2 (this Amendment) to the
Quarterly Report on Form 10-Q/A of Omphalos, Corp. for the fiscal quarter ended
June 30, 2015, and filed with the Securities and Exchange Commission (the SEC)
on December 10, 2015 (the First Amendment), is to file with the SEC an amended
Quarterly Report for that fiscal quarter which has completed dates of signature
by the Companys Principal Executive Officer and Chief Financial Officer. For
convenience of the reader, this Amendment specifies the First Amendment in its
entirety, as amended by this Amendment. Except for those revisions specified in
this Explanatory Note, this Amendment does not amend or otherwise update any
other information in the First Amendment. Accordingly, this Amendment should be
read in conjunction with the First Amendment. As required by the provisions of
Rule 12b-15 promulgated pursuant to the Securities Exchange Act of 1934, new
certifications by the Companys Principal Executive Officer and Principal
Financial Officer are filed as exhibits to this Amendment.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item
1.
Financial Statements.
CONTENTS
3
OMPHALOS, CORP.
CONDENSED CONSOLIDATED BALANCE
SHEETS
|
|
June 30, |
|
|
December 31, |
|
|
|
2015 |
|
|
2014 |
|
Assets |
|
(Unaudited) |
|
|
|
|
Current Assets |
|
|
|
|
|
|
Cash and cash
equivalents |
$ |
18,693 |
|
$ |
107,028
|
|
Accounts receivable, net |
|
1,674 |
|
|
101,996 |
|
Inventory, net |
|
63,564 |
|
|
33,488 |
|
Prepaid and other current assets |
|
36,037 |
|
|
34,788 |
|
Total current assets |
|
119,968 |
|
|
277,300 |
|
|
|
|
|
|
|
|
Leasehold Improvements and Equipment, net
|
|
10,037 |
|
|
12,153 |
|
Intangible assets, net |
|
24,266 |
|
|
25,297 |
|
Deposits |
|
3,675 |
|
|
3,592 |
|
|
|
|
|
|
|
|
Total Assets |
$ |
157,946 |
|
$ |
318,342 |
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
Short-term bank loans
|
$ |
- |
|
$ |
126,600
|
|
Accounts payable |
|
13,423 |
|
|
9,377 |
|
Accrued salaries and
bonus |
|
28,313 |
|
|
30,434 |
|
Accrued expenses |
|
9,573 |
|
|
19,968 |
|
Due to related parties
|
|
132,976 |
|
|
97,383 |
|
Loan from shareholders, current portion
|
|
323,834 |
|
|
316,500 |
|
Total current liabilities |
|
508,119 |
|
|
600,262 |
|
|
|
|
|
|
|
|
Loan from shareholders
|
|
259,068 |
|
|
- |
|
Total liabilities |
|
767,187 |
|
|
600,262 |
|
|
|
|
|
|
|
|
Stockholders' Equity |
|
|
|
|
|
|
Common stock,
$0.0001 par value, 120,000,000 shares
authorized, 30,063,759
shares issued and outstanding as of June 30,
2015 and
December 31, 2014 |
|
3,007 |
|
|
3,007 |
|
Additional paid-in capital |
|
47,523 |
|
|
47,523 |
|
Other comprehensive
income |
|
548,259 |
|
|
557,884 |
|
Accumulated deficit |
|
(1,208,030 |
) |
|
(890,334 |
) |
Total Stockholders' equity
|
|
(609,241 |
)
|
|
(281,920 |
)
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders' Equity |
$ |
157,946 |
|
$ |
318,342 |
|
See accompanying Notes to Condensed Consolidated Financial
Statements
F-1
OMPHALOS, CORP.
CONDENSED CONSOLIDATED STATEMENTS
OF OPERATIONS AND
OTHER COMPREHENSIVE INCOME (LOSS)
FOR
THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014
(UNAUDITED)
|
|
Six Months Ended |
|
|
Three Months Ended |
|
|
|
June 30, 2015 |
|
|
June 30, 2014 |
|
|
June 30, 2015 |
|
|
June 30, 2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales, net |
$ |
5,786 |
|
$ |
192,409 |
|
$ |
2,276 |
|
$ |
178,195 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
2,263 |
|
|
130,740 |
|
|
99 |
|
|
130,422 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit (loss) |
|
3,523 |
|
|
61,669 |
|
|
2,177 |
|
|
47,773 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
expenses |
|
318,718 |
|
|
378,471 |
|
|
148,999 |
|
|
179,793 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations |
|
(315,195 |
) |
|
(316,802 |
) |
|
(146,822 |
) |
|
(132,020 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses) |
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
274 |
|
|
1,551 |
|
|
9 |
|
|
1,408 |
|
Interest expense |
|
(5,098 |
) |
|
(6,133 |
) |
|
(2,436 |
) |
|
(3,437 |
) |
Gain
(loss) on foreign currency exchange |
|
2,323 |
|
|
(1,301 |
) |
|
(498 |
) |
|
(6,001 |
) |
Total
other income (expenses) |
|
(2,501 |
) |
|
(5,883 |
) |
|
(2,925 |
) |
|
(8,030 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before provision for income taxes |
|
(317,696 |
) |
|
(322,685 |
) |
|
(149,747 |
) |
|
(140,050 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
$ |
(317,696 |
) |
$ |
(322,685 |
) |
$ |
(149,747 |
) |
$ |
(140,050 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted |
|
30,063,759 |
|
|
30,063,759 |
|
|
30,063,759 |
|
|
30,063,759 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted |
$ |
(0.01 |
) |
$ |
(0.01 |
) |
$ |
(0.00 |
) |
$ |
(0.00 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Comprehensive (Loss) Income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
$ |
(317,696 |
) |
$ |
(322,685 |
) |
$ |
(149,747 |
) |
$ |
(140,050 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment,
net of tax |
|
(9,625 |
) |
|
(1,322 |
) |
|
(4,802 |
) |
|
2,322 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive (Loss) Income |
$ |
(327,321 |
) |
$ |
(324,007 |
) |
$ |
(154,549 |
) |
$ |
(137,728 |
) |
See accompanying Notes to Condensed Consolidated Financial
Statements
F-1
OMPHALOS, CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014
(UNAUDITED)
|
|
2015 |
|
|
2014 |
|
Cash flows from operating activities |
|
|
|
|
|
|
Net loss
|
$ |
(317,696 |
) |
$ |
(322,685 |
) |
Adjustments
to reconcile net income to net cash used in operating activities: |
|
|
|
|
|
|
Amortization and depreciation |
|
3,977 |
|
|
7,734 |
|
Allowance for inventory value decline |
|
1,048 |
|
|
- |
|
Foreign
currency exchange (gain) loss |
|
(2,322 |
) |
|
1,301 |
|
Changes in assets and liabilities: |
|
|
|
|
|
|
Decrease in accounts receivable |
|
101,700 |
|
|
228,771 |
|
Decrease (Increase) in inventory |
|
(30,067 |
) |
|
110,287 |
|
Decrease (Increase) in prepaid and other assets |
|
(439 |
) |
|
9,456 |
|
Increase (Decrease) in accounts payable |
|
3,792 |
|
|
(224,123 |
) |
Increase (Decrease) in accrued expenses |
|
(13,553 |
) |
|
3,692 |
|
Increase in due to related parties |
|
33,016 |
|
|
20,190 |
|
Net cash used in operating activities
|
|
(220,544 |
) |
|
(165,377 |
) |
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
Proceeds from short-term bank loans |
|
- |
|
|
264,960 |
|
Repayment
of short-term bank loans |
|
(128,290 |
) |
|
- |
|
Proceeds advanced from related parties |
|
256,580 |
|
|
58,980 |
|
Net cash
provided by financing activities |
|
128,290 |
|
|
323,940 |
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash
equivalents |
|
3,919
|
|
|
2,760
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
(88,335 |
) |
|
161,323 |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
|
|
|
|
Beginning |
|
107,028 |
|
|
91,801 |
|
Ending |
$ |
18,693 |
|
$ |
253,124 |
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flows |
|
|
|
|
|
|
Cash paid during the year for: |
|
|
|
|
|
|
Interest
expense |
$ |
5,098 |
|
$ |
5,305 |
|
Income tax |
$ |
- |
|
$ |
- |
|
See accompanying Notes to Condensed Consolidated Financial
Statements
F-3
OMPHALOS, CORP.
NOTES TO THE UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 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 $1,208,030 and $890,334 as of June 30, 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. |
F-4
There can be no assurances that there
will be adequate financing available to the Company and the consolidated
financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the outcome of this
uncertainty.
The Company has taken certain
restructuring steps to provide the necessary capital to continue its operations.
These steps included: (1) Tightly budgeting and controlling all expenses; (2)
Expanding product lines and recruiting a strong sales team to significantly
increase sales revenue and profit in 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 $512,608 and $499,624 at June 30, 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.
The accumulated depreciation is $106,459 and $101,704 at June 30, 2015 and
December 31, 2014, respectively. Depreciation expense was $2,375 and $5,822 for
the six months ended June 30, 2015 and 2014, respectively.
Intangible Assets
Include cost of patent applications that are deferred and charged to
operations over their useful lives. The accumulated amortization is $30,087 and
$27,825 at June 30, 2015 and December 31, 2014, respectively. Amortization of
intangible assets was approximately $1,602 and $1,912 for the six months ended
June 30, 2015 and 2014, respectively.
F-5
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.
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 June 30, 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
six months ended June 30, 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 $287 and $1,210 for the six months ended June 30, 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 $10,780 and $11,130 for the six months
ended June 30, 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 June 30, 2015 and December 31, 2014, there were
$323,834 and $316,500 advances outstanding, respectively. Interest expense
was $4,811 and $4,923 for the six months ended June 30, 2015 and 2014,
respectively. |
F-8
|
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 June 30, 2015 and
December 31, 2014, there were $132,976 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 |
|
|
|
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 for working capital purpose. As of
June 30, 2015, the outstanding balance was approximately $259,068. The
term of the loan started from July 1, 2015 with maturity date on June 30,
2018. |
******
F-9
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 June 30, 2015 Compared to the Three
Months Ended June 30, 2014
Net sales for the three months ended June 30, 2015 were $2,276,
as compared to $178,195 for the three months ended June 30, 2014. This
represents a decrease of $175,919 or approximately 98.7% compared to the prior
year period. The decrease in net sales is primarily the result of a decrease in
demand for the new models.
Cost of sales decreased by $130,323 or approximately 99.9% to
$99 for the three months ended June 30, 2015, as compared to $130,422 for the
three months ended June 30, 2014. Gross profit for the three months ended June
30, 2015 was $2,177, compared to $47,773 for the same period in 2014. Gross
profit as a percentage of net sales was approximately 95.7% in the second
quarter of 2015, compared to approximately 26.8% in the same period in 2014. The
change in gross profit margin is due to the sales for the three months ended
June 30, 2015 which were primarily generated from services.
For the three months ended June 30, 2015, selling, general and
administrative expenses totaled $148,999. This was a decrease of $30,794 or
approximately 17.1% as compared to the same period in 2014. The decrease of
selling, general and administrative expenses is primarily due to the decrease in
salary and traveling expenses.
For the three months ended June 30, 2015, loss from operations increased to $(146,822) as compared to $(132,020) for the three months ended June 30, 2014. This represents an increased loss of $14,802 or approximately 11.2% comparing the
two periods. The increase of loss from operations for the three months ended June 30, 2015 is primarily the result of a decrease in gross profit which is partially offset by the decrease in selling, general and administrative expenses.
Other income (expenses) was $(2,925) and $(8,030) for the three months ended June 30, 2015 and 2014, respectively. This represents decreased expense of $5,105 or approximately 63.6% . The main reason for this decreased other expense was
a decrease in interest expense, and a loss on foreign currency exchange, which is partially offset by a decrease in interest income, as compared to the quarter ended June 30, 2014.
Our net loss was $(149,747) for the three months ended June 30, 2015 compared to a net loss of $(140,050) for the three months ended June 30, 2014. The increased loss for the three months ended June 30, 2015 was due to the reasons described
above.
Six Months Ended June 30, 2015 Compared to the Six Months Ended June 30, 2014
Net sales for the six months ended June 30, 2015 were $5,786, as compared to $192,409 for the six months ended June 30, 2014. This represents a decrease of $186,623 or approximately 97% compared to the prior year period. The decrease in
net sales is primarily the result of a decrease in demand for the new models.
Cost of sales decreased by $128,477 or approximately 98.3% to $2,263 for the three months ended June 30, 2015, as compared to $130,740 for the six months ended June 30, 2014. Gross profit (loss) for the six months ended June 30, 2015 was
$3,523, compared to $61,669 for the same period in 2014. Gross profit as a percentage of net sales was approximately 60.9% in the first half of 2015, compared to approximately 32.1% in the same period in 2014. The higher gross profit rate in
the first half of 2015 was primarily due to the sales of service and parts, compared to the sales of machinery in the same period in 2014.
For the six months ended June 30, 2015, selling, general and administrative expenses totaled $318,718. This was a decrease of $59,753 or approximately 15.8% as compared to the same period in 2014. The decrease in selling, general and
administrative expenses is primarily the result of the decrease in, salary, travel, and professional expenses.
For the six months ended June 30, 2015, loss from operations decreased to $(315,195) as compared to $(316,802) for the six months ended June 30, 2014. This represents a decreased loss of $1,607 or approximately 0.5% comparing the two
periods. The decrease of loss from operations for the six months ended June 30, 2015 is primarily the result of decrease in selling, general and administrative expenses, which is partially offset by a decrease in gross profit.
Other income (expenses) was $(2,501) and $(5,883) for the six months ended June 30, 2015 and 2014, respectively. This represents decreased expense of $3,382 or approximately 57.5% . The main reason for this decreased other expenses was a
decrease in interest expense, which is partially offset by a decrease in
interest income and a decrease in gain on foreign currency exchange, as compared
to the quarter ended June 30, 2014.
Our net loss was $(317,696) for the six months ended June 30,
2015 compared to a net loss of $(322,685) for the six months ended June 30,
2014. The decreased loss for the six months ended June 30, 2015 was due to the
reasons described above.
Liquidity and Capital Resources
Cash and cash equivalents were $18,693 at June 30, 2015 and
$107,028 at December 31, 2014. Our total current assets were $119,968 at June
30, 2015, as compared to $277,300 at December 31, 2014. Our total current
liabilities were $508,119 at June 30, 2015 as compared to $600,262 at December
31, 2014.
We had working capital deficit at June 30, 2015 of $(388,151)
compared with working capital deficit of $(322,962) at December 31, 2014. This
decrease in working capital was primarily due to a decrease in cash, account
receivable, and increase in accounts payable, due from related parties and
accrued expenses, which is partial offset by increases in inventory, and prepaid
and other current assets, and decreases in bank loans.
Net cash flow used in operating activities during the six
months ended June 30, 2015 was $220,544, a decrease of $55,167 compared to
$165,377 net cash used in operating activities during the six months ended June
30, 2014. The decrease in the cash used in operating activities was primarily
due to decreased net loss, increases in, inventory, prepaid expenses, accounts
payable and due to related parties, and a decrease in accounts receivable,
foreign currency exchange gain, , and accrued expenses.
Net cash provided in financing activities for the six months
ended June 30, 2015 was $128,290, which was primarily due to proceeds from loans
from an officer and shareholder which is partially offset by the repayment of
short-term bank loans.
Net change in cash and cash equivalents was a decrease of
$88,335 during the six months ended June 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.
6
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 for certain products.
However, the Company disputed Plaintiffs claim, as those products were
defective and not able to be sold. The case went to trial on March 20, 2013, and
the court pronounced its judgment that the Company had to pay the requested
amount. 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 June 30, 2014.
Item 1A. Risk
Factors.
As a smaller reporting company, we are not required to provide
this information; provided, however:
The market price of our common stock may limit its
eligibility for clearing house deposit.
We have been advised that if the market price for shares of our
common stock is less than $0.10 per share, The Depository Trust Company and
other securities clearing firms may decline to accept shares of our common stock
for deposit and refuse to clear trades. This would materially and adversely
affect the marketability and liquidity of our common stock, and, accordingly,
may materially and adversely affect the value of an investment in our common
stock.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults
Upon Senior Securities.
None.
Item 4. Mine
Safety Disclosures.
Not applicable.
Item 5. Other
Information.
None.
Item 6.
Exhibits.
Exhibit |
|
|
Number |
|
Description |
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) |
|
|
|
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
Principal Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a)
of the Exchange Act.* |
|
|
31.2 |
Certification by
Principal Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a)
of the Exchange Act.* |
|
|
32.1 |
Certification by
Principal Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b)
of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the
United States Code.* |
|
|
32.2 |
Certification by
Principal Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b)
of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the
United States Code.* |
|
|
101.INS |
XBRL Instance
Document+ |
101.SCH |
XBRL Taxonomy Extension Schema+ |
101.CAL |
XBRL Taxonomy
Extension Calculation Linkbase+ |
101.DEF |
XBRL Taxonomy Extension
Definition Linkbase+ 3 |
101.LAB |
XBRL Taxonomy
Extension Label Linkbase+ |
101.PRE |
XBRL Taxonomy Extension
Presentation Linkbase+ |
*filed herewith
+submitted
herewith
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.
Date: January 11, 2016 |
By: |
/s/ Sheng-Peir Yang |
|
|
Sheng-Peir Yang |
|
|
Chief Executive Officer,
President |
|
|
and Chairman of the Board |
|
|
|
|
|
|
Date: January 11, 2016 |
By: |
/s/ Chu Pi Yun |
|
|
Chu Pi Yun |
|
|
Chief Financial Officer, Chief
Accounting |
|
|
Officer and Director
|
9
EXHIBIT 31.1
CERTIFICATION
I, Sheng-Peir Yang, certify that:
1.
I have reviewed this quarterly report on Form 10-Q/A 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.
January 11, 2016 |
|
|
|
/s/Sheng-Peir
Yang |
|
Sheng-Peir Yang |
|
Principal Executive Officer |
|
EXHIBIT 31.2
CERTIFICATION
I, Chu Pi Yun, certify that:
1. I have reviewed this quarterly report on Form 10-Q/A 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.
January 11, 2016
/s/Chu Pi
Yun |
|
Chu Pi Yun |
|
Principal 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/A for the quarter ended June 30,
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.
January 11, 2016
|
/s/
Sheng-Peir Yang |
|
Sheng-Peir Yang |
|
Principal 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/A for the quarter ended June 30, 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.
January 11, 2016
|
/s/
Chu Pi Yun |
|
Chu Pi Yun |
|
Principal Financial Officer
|
v3.3.1.900
Document and Entity Information - shares
|
6 Months Ended |
|
Jun. 30, 2015 |
Aug. 05, 2015 |
Document Type |
10-Q
|
|
Amendment Flag |
true
|
|
Amendment Description |
The purpose of this Amendment No. 2 (this “Amendment”) to the Quarterly Report on Form 10-Q/A of Omphalos, Corp. for the fiscal quarter ended June 30, 2015, and filed with the Securities and Exchange Commission (the “SEC”) on December 10, 2015 (the “First Amendment”), is to file with the SEC an amended Quarterly Report for that fiscal quarter which has completed dates of signature by the Company’s Principal Executive Officer and Chief Financial Officer. For convenience of the reader, this Amendment specifies the First Amendment in its entirety, as amended by this Amendment. Except for those revisions specified in this Explanatory Note, this Amendment does not amend or otherwise update any other information in the First Amendment. Accordingly, this Amendment should be read in conjunction with the First Amendment. As required by the provisions of Rule 12b-15 promulgated pursuant to the Securities Exchange Act of 1934, new certifications by the Company’s Principal Executive Officer and Principal Financial Officer are filed as exhibits to this Amendment.
|
|
Document Period End Date |
Jun. 30, 2015
|
|
Trading Symbol |
omps
|
|
Entity Registrant Name |
OMPHALOS, CORP
|
|
Entity Central Index Key |
0001103640
|
|
Current Fiscal Year End Date |
--12-31
|
|
Entity Filer Category |
Smaller Reporting Company
|
|
Entity Common Stock, Shares Outstanding |
|
30,063,759
|
Entity Current Reporting Status |
Yes
|
|
Entity Voluntary Filers |
No
|
|
Entity Well Known Seasoned Issuer |
No
|
|
Document Fiscal Year Focus |
2015
|
|
Document Fiscal Period Focus |
Q2
|
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v3.3.1.900
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
|
Jun. 30, 2015 |
Dec. 31, 2014 |
Current Assets |
|
|
Cash and cash equivalents |
$ 18,693
|
$ 107,028
|
Accounts receivable, net |
1,674
|
101,996
|
Inventory, net |
63,564
|
33,488
|
Prepaid and other current assets |
36,037
|
34,788
|
Total current assets |
119,968
|
277,300
|
Leasehold Improvements and Equipment, net |
10,037
|
12,153
|
Intangible assets, net |
24,266
|
25,297
|
Deposits |
3,675
|
3,592
|
Total Assets |
157,946
|
318,342
|
Current Liabilities |
|
|
Short-term bank loans |
0
|
126,600
|
Accounts payable |
13,423
|
9,377
|
Accrued salaries and bonus |
28,313
|
30,434
|
Accrued expenses |
9,573
|
19,968
|
Due to related parties |
132,976
|
97,383
|
Loan from shareholders, current portion |
323,834
|
316,500
|
Total current liabilities |
508,119
|
600,262
|
Loan from shareholders |
259,068
|
0
|
Total liabilities |
767,187
|
600,262
|
Stockholders' Equity |
|
|
Common stock, $0.0001 par value, 120,000,000 shares authorized, 30,063,759 shares issued and outstanding as of June 30, 2015 and December 31, 2014 |
3,007
|
3,007
|
Additional paid-in capital |
47,523
|
47,523
|
Other comprehensive income |
548,259
|
557,884
|
Accumulated deficit |
(1,208,030)
|
(890,334)
|
Total Stockholders' equity |
(609,241)
|
(281,920)
|
Total Liabilities and Shareholders' Equity |
$ 157,946
|
$ 318,342
|
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v3.3.1.900
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
|
Jun. 30, 2015 |
Dec. 31, 2014 |
Common Stock, Par Value Per Share |
$ 0.0001
|
$ 0.0001
|
Common Stock, Shares Authorized |
120,000,000
|
120,000,000
|
Common Stock, Shares, Issued |
30,063,759
|
30,063,759
|
Common Stock, Shares, Outstanding |
30,063,759
|
30,063,759
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X |
- DefinitionFace amount or stated value per share of common stock.
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v3.3.1.900
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (LOSS) - USD ($)
|
3 Months Ended |
6 Months Ended |
Jun. 30, 2015 |
Jun. 30, 2014 |
Jun. 30, 2015 |
Jun. 30, 2014 |
Sales, net |
$ 2,276
|
$ 178,195
|
$ 5,786
|
$ 192,409
|
Cost of sales |
99
|
130,422
|
2,263
|
130,740
|
Gross profit (loss) |
2,177
|
47,773
|
3,523
|
61,669
|
Selling, general and administrative expenses |
148,999
|
179,793
|
318,718
|
378,471
|
Loss from operations |
(146,822)
|
(132,020)
|
(315,195)
|
(316,802)
|
Other income (expenses) |
|
|
|
|
Interest income |
9
|
1,408
|
274
|
1,551
|
Interest expense |
(2,436)
|
(3,437)
|
(5,098)
|
(6,133)
|
Gain (loss) on foreign currency exchange |
(498)
|
(6,001)
|
2,323
|
(1,301)
|
Total other income (expenses) |
(2,925)
|
(8,030)
|
(2,501)
|
(5,883)
|
Loss before provision for income taxes |
(149,747)
|
(140,050)
|
(317,696)
|
(322,685)
|
Provision for income taxes |
0
|
0
|
0
|
0
|
Net loss |
$ (149,747)
|
$ (140,050)
|
$ (317,696)
|
$ (322,685)
|
Weighted average number of common shares: |
|
|
|
|
Basic and diluted |
30,063,759
|
30,063,759
|
30,063,759
|
30,063,759
|
Net loss per share: |
|
|
|
|
Basic and diluted |
$ 0.00
|
$ 0.00
|
$ (0.01)
|
$ (0.01)
|
Other Comprehensive (Loss) Income: |
|
|
|
|
Net loss |
$ (149,747)
|
$ (140,050)
|
$ (317,696)
|
$ (322,685)
|
Foreign currency translation adjustment, net of tax |
(4,802)
|
2,322
|
(9,625)
|
(1,322)
|
Comprehensive (Loss) Income |
$ (154,549)
|
$ (137,728)
|
$ (327,321)
|
$ (324,007)
|
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v3.3.1.900
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
|
6 Months Ended |
Jun. 30, 2015 |
Jun. 30, 2014 |
Cash flows from operating activities |
|
|
Net loss |
$ (317,696)
|
$ (322,685)
|
Adjustments to reconcile net income to net cash used in operating activities: |
|
|
Amortization and depreciation |
3,977
|
7,734
|
Allowance for inventory value decline |
1,048
|
0
|
Foreign currency exchange (gain) loss |
(2,322)
|
1,301
|
Changes in assets and liabilities: |
|
|
Decrease in accounts receivable |
101,700
|
228,771
|
Decrease (Increase) in inventory |
(30,067)
|
110,287
|
Decrease (Increase) in prepaid and other assets |
(439)
|
9,456
|
Increase (Decrease) in accounts payable |
3,792
|
(224,123)
|
Increase (Decrease) in accrued expenses |
(13,553)
|
3,692
|
Increase in due to related parties |
33,016
|
20,190
|
Net cash used in operating activities |
(220,544)
|
(165,377)
|
Cash flows from financing activities |
|
|
Proceeds from short-term bank loans |
0
|
264,960
|
Repayment of short-term bank loans |
(128,290)
|
0
|
Proceeds advanced from related parties |
256,580
|
58,980
|
Net cash provided by financing activities |
128,290
|
323,940
|
Effect of exchange rate changes on cash and cash equivalents |
3,919
|
2,760
|
Net increase (decrease) in cash and cash equivalents |
(88,335)
|
161,323
|
Cash and cash equivalents |
|
|
Beginning |
107,028
|
91,801
|
Ending |
18,693
|
253,124
|
Cash paid during the year for: |
|
|
Interest expense |
5,098
|
5,305
|
Income tax |
$ 0
|
$ 0
|
X |
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v3.3.1.900
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
6 Months Ended |
Jun. 30, 2015 |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Text Block] |
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, 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 company’s 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 $1,208,030
and $890,334
as of June 30, 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 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.
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 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 $512,608
and $499,624
at June 30, 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. The accumulated depreciation is $106,459
and $101,704
at June 30, 2015 and December 31, 2014, respectively. Depreciation expense was $2,375
and $5,822
for the six months ended June 30, 2015 and 2014, respectively.
Intangible Assets
—Include cost of patent applications that are deferred and charged to operations over their useful lives. The accumulated amortization is $30,087
and $27,825
at June 30, 2015 and December 31, 2014, respectively. Amortization of intangible assets was approximately $1,602
and $1,912
for the six months ended June 30, 2015 and 2014, respectively.
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.
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 June 30, 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 six months ended June 30, 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.
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.
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 Company’s 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 Company’s 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 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.
|
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- DefinitionThe entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.
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v3.3.1.900
SHORT-TERM BANK LOANS
|
6 Months Ended |
Jun. 30, 2015 |
SHORT-TERM BANK LOANS [Text Block] |
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 $287
and $1,210
for the six months ended June 30, 2015 and 2014, respectively.
|
X |
- DefinitionThe entire disclosure for short-term debt.
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v3.3.1.900
RELATED-PARTY TRANSACTIONS
|
6 Months Ended |
Jun. 30, 2015 |
RELATED-PARTY TRANSACTIONS [Text Block] |
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 $10,780
and $11,130
for the six months ended June 30, 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 June 30, 2015 and December 31, 2014, there were $323,834
and $316,500
advances outstanding, respectively. Interest expense was $4,811
and $4,923
for the six months ended June 30, 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 June 30, 2015 and December 31, 2014, there were $132,976
and $97,383
advances outstanding, respectively.
|
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- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
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v3.3.1.900
CONTINGENCIES AND LEGAL PROCEEDINGS
|
6 Months Ended |
Jun. 30, 2015 |
CONTINGENCIES AND LEGAL PROCEEDINGS [Text Block] |
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 Plaintiff’s 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.
|
X |
- DefinitionThe entire disclosure for commitments and contingencies.
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v3.3.1.900
SUBSEQUENT EVENTS
|
6 Months Ended |
Jun. 30, 2015 |
SUBSEQUENT EVENTS [Text Block] |
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
for working capital purpose. As of June 30, 2015, the outstanding balance was approximately $259,068. The term of the loan started from July 1, 2015 with maturity date on June 30, 2018.
|
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- DefinitionThe entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
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v3.3.1.900
Summary of Significant Accounting Policies (Policies)
|
6 Months Ended |
Jun. 30, 2015 |
Basis of Presentation [Policy Text Block] |
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, 2014.
|
Organization [Policy Text Block] |
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 [Policy Text Block] |
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 [Policy Text Block] |
Going Concern
— The Company has incurred a significant net loss during the past two years and had an accumulated deficit of $1,208,030
and $890,334
as of June 30, 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 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.
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 2015; (3) The Company plans to continue actively seeing additional funding opportunities to improve and expand upon its product lines.
|
Use of Estimates [Policy Text Block] |
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 [Policy Text Block] |
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 [Policy Text Block] |
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 [Policy Text Block] |
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 $512,608
and $499,624
at June 30, 2015 and December 31, 2014, respectively.
|
Property and Equipment [Policy Text Block] |
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 is $106,459
and $101,704
at June 30, 2015 and December 31, 2014, respectively. Depreciation expense was $2,375
and $5,822
for the six months ended June 30, 2015 and 2014, respectively.
|
Intangible Assets [Policy Text Block] |
Intangible Assets
—Include cost of patent applications that are deferred and charged to operations over their useful lives. The accumulated amortization is $30,087
and $27,825
at June 30, 2015 and December 31, 2014, respectively. Amortization of intangible assets was approximately $1,602
and $1,912
for the six months ended June 30, 2015 and 2014, respectively.
|
Revenue Recognition [Policy Text Block] |
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.
|
Research and Development Expenses [Policy Text Block] |
Research and Development Expenses
— Research and development costs are generally expensed as incurred.
|
Income Taxes [Policy Text Block] |
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 [Policy Text Block] |
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 June 30, 2015 and December 31, 2014.
|
Loss Per Share [Policy Text Block] |
Loss Per Share
— The Company has adopted Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”) which specifies the computation, presentation and disclosure requirements of earnings per share information. Basic earnings per share have been calculated based upon the weighted average number of common shares outstanding. Common equivalent shares are excluded from the computation of the diluted loss per share if their effect would be anti-dilutive. For the six months ended June 30, 2015 and 2014, the Company did not have any common equivalent shares.
|
Impairment of Long-Lived Assets [Policy Text Block] |
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 [Policy Text Block] |
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 [Policy Text Block] |
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.
|
Recently Issued Accounting Pronouncements [Policy Text Block] |
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 Company’s 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 Company’s 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 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.
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ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details)
|
6 Months Ended |
Jun. 30, 2015
USD ($)
|
Organization And Summary Of Significant Accounting Policies 1 |
100.00%
|
Organization And Summary Of Significant Accounting Policies 2 |
$ 1,208,030
|
Organization And Summary Of Significant Accounting Policies 3 |
890,334
|
Organization And Summary Of Significant Accounting Policies 4 |
512,608
|
Organization And Summary Of Significant Accounting Policies 5 |
499,624
|
Organization And Summary Of Significant Accounting Policies 6 |
106,459
|
Organization And Summary Of Significant Accounting Policies 7 |
101,704
|
Organization And Summary Of Significant Accounting Policies 8 |
2,375
|
Organization And Summary Of Significant Accounting Policies 9 |
5,822
|
Organization And Summary Of Significant Accounting Policies 10 |
30,087
|
Organization And Summary Of Significant Accounting Policies 11 |
27,825
|
Organization And Summary Of Significant Accounting Policies 12 |
1,602
|
Organization And Summary Of Significant Accounting Policies 13 |
$ 1,912
|
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v3.3.1.900
SHORT-TERM BANK LOANS (Narrative) (Details)
|
6 Months Ended |
Jun. 30, 2015
USD ($)
|
Short-term Bank Loans 1 |
1.05%
|
Short-term Bank Loans 2 |
1.99%
|
Short-term Bank Loans 3 |
$ 2,000,000
|
Short-term Bank Loans 4 |
63,300
|
Short-term Bank Loans 5 |
8,000,000
|
Short-term Bank Loans 6 |
253,200
|
Short-term Bank Loans 7 |
4,000,000
|
Short-term Bank Loans 8 |
126,600
|
Short-term Bank Loans 9 |
287
|
Short-term Bank Loans 10 |
$ 1,210
|
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v3.3.1.900
RELATED-PARTY TRANSACTIONS (Narrative) (Details)
|
6 Months Ended |
Jun. 30, 2015
USD ($)
|
Related-party Transactions 1 |
$ 1,900
|
Related-party Transactions 2 |
10,780
|
Related-party Transactions 3 |
$ 11,130
|
Related-party Transactions 4 |
3.00%
|
Related-party Transactions 5 |
$ 5,000,000
|
Related-party Transactions 6 |
$ 160,051
|
Related-party Transactions 7 |
3.00%
|
Related-party Transactions 8 |
$ 5,000,000
|
Related-party Transactions 9 |
160,051
|
Related-party Transactions 10 |
323,834
|
Related-party Transactions 11 |
316,500
|
Related-party Transactions 12 |
4,811
|
Related-party Transactions 13 |
4,923
|
Related-party Transactions 14 |
132,976
|
Related-party Transactions 15 |
$ 97,383
|
v3.3.1.900
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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