OMPHALOS, CORP - FORM 10-Q/A - February 15, 2011

Attached files

file	filename
EX-31.1 - OMPHALOS, CORP	v211577_ex31-1.htm
EX-31.2 - OMPHALOS, CORP	v211577_ex31-2.htm
EX-32.1 - OMPHALOS, CORP	v211577_ex32-1.htm
EX-32.2 - OMPHALOS, CORP	v211577_ex32-2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q/A

Amendment No. 1

(Mark One)

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2010

¨	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT FOR THE TRANSITION PERIOD FROM __________ TO __________ COMMISSION FILE NUMBER ___000-32341_____________

OMPHALOS, CORP.

(Exact name of registrant as specified in its charter)

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

Unit 2, 15 Fl., 83, Nankan Rd. Sec. 1,

Luchu Taoyuan County

Taiwan

(Address of principal executive offices, Zip Code)

011-8863-322-9658

(Registrant’s telephone number, including area code)

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

Copies to:

Marc Ross, Esq.

Andrew Smith, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32 nd Floor

New York, New York 10006

Phone: (212) 930-9700

Fax: (212) 930-9725

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 ¨ No

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

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x

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

The number of shares of registrant’s common stock outstanding, as of June 30, 2010 was 30,063,759.

The quarterly report of Omphalos, Corp. (the “Company”), for the fiscal quarter ended June 30, 2010, filed on Form 10-Q with the Securities and Exchange Commission (the “SEC”) on August 9, 2010 (the “Original 10-Q”), is hereby amended to provide revised Section 302 Certifications and revised Section 906 Certifications. In accordance with Sections 302 and 906, respectively, of the Sarbanes-Oxley Act of 2002, currently dated certifications of our principal executive officer and our principal financial officer are attached to this Form 10-Q/A as Exhibits 31.01, 31.02, 32.01 and 32.02.

Except for the revised certifications, we have not updated the disclosures contained in this Form 10-Q/A to reflect events that have occurred subsequent to the filing date of the Original 10-Q. Accordingly, this Form 10-Q/A should be read in conjunction with the Original 10-Q and our subsequent filings with the SEC.

TABLE OF CONTENTS

		Page
	PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis or Plan of Operation	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6
Item 4.	Controls and Procedures	6

	PART II - OTHER INFORMATION
		6
Item 1.	Legal Proceedings	6
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6
Item 3.	Defaults Upon Senior Securities	6
Item 4.	Removed and Reserved	6
Item 5.	Other Information	6
Item 6.	Exhibits	6

SIGNATURES		8

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

CONTENTS
		Page

Condensed Consolidated Balance Sheets		F1 - F2

Condensed Consolidated Statements of Operations		F3

Condensed Consolidated Statements of Shareholders' Equity and Comprehensive Income		F4

Condensed Consolidated Statements of Cash Flows		F5

Notes to Consolidated Financial Statements		F6 - F8

OMPHALOS, CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,		December 31,
	2010		2009
	(Unaudited)
Assets
Current Assets
Cash and cash equivalents	$	2,121,129	$	1,968,816

Accounts receivable, net		341,395		524,128

Inventory, net		1,558,231		1,565,424

Prepaid and other current assets		392,140		352,434

Total current assets		4,412,895		4,410,802

Leasehold Improvements and Equipment, net		6,022		7,476

Intangible assets, net		38,911		37,326
Deposits		23,087		67,740

Total Assets	$	4,480,915	$	4,523,344

See accompanying Notes to Condensed Consolidated Financial Statements

F-1

OMPHALOS, CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,		December 31,
	2010		2009
	(Unaudited)
Liabilities and Shareholders' Equity

Current Liabilities

Accounts payable	$	467,211	$	309,174

Accrued salaries and bonus		29,298		34,350

Accrued expenses		19,537		34,874
Total current liabilities		516,046		378,398

Shareholders' Equity
Common stock, $0.0001 par value, 120,000,000 shares authorized, 30,063,759 shares issued and outstanding as of December 31, 2009 and June 30, 2010		3,007		3,007

Additional paid-in capital		47,523		47,523

Other comprehensive income		367,294		226,760

Retained earnings		3,547,045		3,867,656
Total shareholders' equity		3,964,869		4,144,946

Total Liabilities and Shareholders' Equity	$	4,480,915	$	4,523,344

See accompanying Notes to Condensed Consolidated Financial Statements

F-2

OMPHALOS, CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Six Months Ended June 30, 2010 and 2009

(Unaudited)

	Six Months Ended						Three Months Ended
	June 30, 2010			June 30, 2009			June 30, 2010			June 30, 2009
Revenues:
Sales of goods, net	$	766,729		$	939,399		$	299,233		$	785,346

Operating costs and expenses:
Cost of sales		581,819			621,222			199,437			502,290
Selling, general and administrative expenses		503,033			554,330			215,100			274,302

Loss from operations		(318,123	)		(236,153	)		(115,304	)		8,754

Other income (expenses)
Interest income		3,166			35,021			198			33,024
Other expenses		-			(518	)		-			(518	)
Gain (loss) on foreign currency exchange		(5,655	)		(18,188	)		6,123			(20,876	)
Total other income (expense)		(2,488	)		16,315			6,321			11,630

Loss before provision for income taxes		(320,611	)		(219,838	)		(108,983	)		20,384

Provision for income taxes	$	-		$	-		$	-		$	-

Net loss	$	(320,611	)	$	(219,838	)	$	(108,983	)	$	20,384

Weighted average number of common shares:
Basic and diluted		30,063,759			30,063,759			30,063,759			30,063,759

Not loss per share:
Basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.00	)	$	0.00

See accompanying Notes to Condensed Consolidated Financial Statements

F-3

OMPHALOS, CORP.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

AND COMPREHENSIVE INCOME

For the Six Months Ended June 30, 2010

(Unaudited)

	Common Stock				Additonal		Retained			Comprehensive
	Shares		Amount		Paid-in Capital		Earning			Income		Total

Balance at December 31, 2009		30,063,759	$	3,007	$	47,523	$	3,867,656		$	226,760	$	4,144,946
Translation adjustment		-		-		-		-			140,534		140,534
Net loss		-		-		-		(320,611	)		-		(320,611	)
Balance at June 30, 2010		30,063,759	$	3,007	$	47,523	$	3,547,045		$	367,294	$	3,964,869

See accompanying Notes to Condensed Consolidated Financial Statements

F-4

OMPHALOS, CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2010 and 2009

(Unaudited)

	June 30,			June 30,
	2010			2009
Cash flows from operating activities
Net loss	$	(320,611	)	$	(219,838	)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Amortization and depreciation		2,061			2,743
Reduction in inventory valuation allowance		-			(33,433	)
Foreign currency exchange loss		5,655			18,188
Changes in assets and liabilities:
Decrease (increase) in accounts receivable		196,722			(81,902	)
Decrease (increase) in inventory		61,713			47,982
Decrease (increase) in prepaid and other assets		19,510			(175,720	)
Increase (decrease) in accounts payable		143,497			(1,221,038	)
Increase (decrease) in accrued expenses		(22,324	)		(40,231	)
Net cash provided by (used in) operating activities		86,223			(1,703,249	)

Cash flows from investing activities
Patent registration		(624	)		-
Net cash used in investing activities		(624	)		-

Cash flows from financing activities
Proceeds from repayment of loans from shareholders		-			1,801
Net cash provided by financing activities		-			1,801

Effect of exchange rate changes on cash and cash equivalents		66,715			(61,642	)

Net increase (decrease) in cash and cash equivalents		152,313			(1,763,090	)

Cash and cash equivalents
Beginning		1,968,816			4,494,963
Ending	$	2,121,129		$	2,731,873
Supplemental disclosure of cash flows
Cash paid during the year for:
Interest expense	$	-		$	-
Income tax	$	-		$	-

See accompanying Notes to Condensed Consolidated Financial Statements

F-5

OMPHALOS, CORP.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2010

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, 2009.

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 equipments 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.

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.

F-6

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 $508,701 and $491,126 at June 30, 2010 and December 31, 2009, respectively.

Intangible Assets —Include cost of patent applications that are deferred and charged to operations over their useful lives. The accumulated amortization is $3,238 and $2,750 at June 30, 2010 and December 31, 2009, respectively. Annual amortization expense of such intangible assets is expected to be $760 per year for the next five years.

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 January 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-06, Improving Disclosures about Fair Value Measurements , which, among other things, amends Accounting Standards Topic 820 Fair Value Measurements and Disclosures (ASC 820) to require entities to separately present purchases, sales, issuances, and settlements in their reconciliation of Level 3 fair value measurements (i.e., to present such items on a gross basis rather than on a net basis), and which clarifies existing disclosure requirements provided by ASC 820 regarding the level of disaggregation and the inputs and valuation techniques used to measure fair value for measurements that fall within either Level 2 or Level 3 of the fair value hierarchy. ASU No. 2010-06 is effective for interim and annual periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements which are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. The Company’s adoption of this standard had no impact on its consolidated financial position, results of operations or cash flows.

In April 2010, the FASB issued ASU No. 2010-17—Revenue Recognition—Milestone Method (Topic 605), which provides guidance on the criteria that should be met for determining whether the milestone method of revenue recognition is appropriate. A vendor can recognize consideration that is contingent upon achievement of a milestone in its entirety as revenue in the period in which the milestone is achieved only if the milestone meets all criteria to be considered substantive. A milestone should be considered substantive in its entirety. An individual milestone may not be bifurcated. The amendments in this Update are effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. The Company expects that the adoption of the amendments in this update will not have any significant impact on its financial position and results of operations.

F-7

2.	RELATED-PARTY TRANSACTIONS

Operating Leases— The Company leases its facility from a shareholder under an operating lease agreement which expires on December 31, 2010. The monthly base rent is approximately $2,200. Rent expense under this lease agreement amounted to approximately $6,600 and $6,600 for the periods ended June 30, 2010 and 2009, respectively.

3.	OTHER COMPREHENSIVE INCOME

Balances of related after-tax components comprising accumulated other comprehensive income (loss), included in stockholders' equity, at June 30, 2010 and December 31, 2009 are as follows:

	Foreign Currency Translation Adjustment		Accumulated Other Comprehensive Income
Balance at December 31, 2009	$	226,760	$	226,760
Change for the period		140,534		140,534
Balance at June 30, 2010	$	367,294	$	367,294

*****

F-8

Item 2. Management’s Discussion and Analysis or Plan of Operation.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, including this discussion and analysis by management, contains or incorporates forward-looking statements. All statements other than statements of historical fact made in report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations. The potential risks and uncertainties that could cause our actual results to differ materially from those expressed or implied herein are set forth in our Annual Report on Form 10-K for the year ended December 31, 2009.

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

Results of Operations

Three Months and Six Months Ended June 30, 2010 Compared to the Three Months and Six Months Ended June 30, 2009

Three Months Ended June 30, 2010 Compared to the Three Months Ended June 30, 2009

Net sales for the three months ended June 30, 2010 were $299,233 as compared to $785,346 for the three months ended June 30, 2009. This represents a decrease of $486,113 or approximately 62% comparing the two periods. The decrease in net sales is primarily the result of a decrease in demand for end products due to poor economic conditions.

Cost of sales decreased by $302,853 or approximately 60%, to $199,437 for the three months ended June 30, 2010 as compared to $502,290 for the three months ended June 30, 2009. The decrease in cost of sales is primarily the result of a decrease in sales volume.

For the three months ended June 30, 2010, selling, general and administrative expenses totaled $215,100. This was a decrease of $59,202 or approximately 21.6% as compared to the same period in 2009. The decrease in selling, general and administrative expenses is primarily the result of a decrease in commission, salary and wages, and professional service fees.

For the three months ended June 30, 2010, income (loss) from operations decreased to ($115,304) as compared to $8,754 for the three months ended June 30, 2009. This represents a decrease of $124,058 comparing the two periods. The loss from operations for the three months ended June 30, 2010 is primarily the result of a decrease in net sales which partially offset by a decrease in selling, general and administration expenses.

Other income (expenses) was $6,321 and $11,630 for the three months ended June 30, 2010 and 2009, respectively. This was a decrease of $5,903 or approximately 45.6%. The main reason for this decrease was a decrease in interest income which partially offset by an increase in gain on foreign currency exchange.

Our net income (loss) was ($108,983) for the three months ended June 30, 2010 compared to net income of $20,384 for the three months ended June 30, 2009. The decrease in profitability for the three months ended June 30, 2010 was due to the reasons described above.

Liquidity and Capital Resources

Cash and cash equivalents were $2,121,129 at June 30, 2010 and $1,968,816 at December 31, 2009. Our total current assets were $4,412,895 at June 30, 2010 as compared to $4,410,802 at December 31, 2009. Our total current liabilities were $516,046 at June 30, 2010 as compared to $378,398 at December 31, 2009.

We had working capital at June 30, 2010 of $3,896,849 compared with working capital of $4,032,404 at December 31, 2009. This decrease in working capital was primarily due to a decrease in accounts receivable and an increase in accounts payable which partially offset by an increase in cash and cash equivalents..

During the six months ended June 30, 2010, net cash provided by operating activities was $86,233. Net cash used in investing activities was ($624), and net cash provided by financing activities was $0. Net change in cash and cash equivalents was an increase of $152,313.

Six Months Ended June 30, 2010 compared to the Six Months Ended June 30, 2009

Net sales for the six months ended June 30, 2010 were $766,729 as compared to $939,399 for the six months ended June 30, 2009. This represents a decrease of $172,670 or approximately 18.4% comparing the two periods. The decrease in net sales for the six months ended June 30, 2010 is primarily the result of a decrease in demand for end products due to poor economic conditions.

Cost of sales decreased by $39,403 or approximately 6.3%, to $581,819 for the six months ended June 30, 2010 as compared to $621,222 for the six months ended June 30, 2009. The decrease in cost of sales is primarily the result of a decrease in sales volume and the increase in purchase costs.

For the six months ended June 30, 2010, selling, general and administrative expenses totaled $503,033. This was a decrease of $51,297 or approximately 9.25% as compared to the same period in 2009. The decrease in selling, general and administrative expenses is primarily the result of decreases in commission, salary and wages, and professional service fees.

For the six months ended June 30, 2010, income (loss) from operations increased to ($318,123) as compared to ($236,153) for the six months ended June 30, 2009. This represents an increased loss of $81,970 comparing the two periods. The decrease in income from operations for the six months ended June 30, 2010 is primarily the result of a decrease in net sales and an increase in cost of sales which was partially offset by a decrease in selling, general and administrative expenses.

Other income (expense) was ($2,488) and $16,315 for the six months ended June 30, 2010 and 2009, respectively. This was a decrease of $18,803. The main reason for this decrease was due to a decrease in interest income which partially offset by a decrease in loss on foreign currency exchange.

Our net income (loss) was ($320,611) for the six months ended June 30, 2010 compared to net income (loss) of ($219,838) for the six months ended June 30, 2009. The decrease in profitability for the six months ended June 30, 2010 was due to the reasons described above.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

N/A.

Item 4T. 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 June 30, 2010 to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (1) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure; and (2) recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms.

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

PART II

Item 1. Legal Proceedings.

We are not a party to any pending legal proceeding, nor is our property the subject of a pending legal proceeding, that is not in the ordinary course of business or otherwise material to the financial condition of our business. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.

Item 1A.Risk Factors.

Not Applicable.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Removed and Reserved.

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 the Company’s Current Report on Form 8-K filed with the Commission on March 14, 2008)

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

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

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

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

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

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

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

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

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

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

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

10.1		Employment Agreement with Pi-Yun Chu (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on March 14, 2008)

10.2		Employment Agreement with Shen-Ren Li (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on March 14, 2008)

10.3		Employment Agreement with Sheng-Peir Yang (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on March 14, 2008)

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

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

32.1		Certification by Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code.

32.2		Certification by Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code.

SIGNATURES

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

	OMPHALOS, CORP.

Date: February 15, 2011	By:	/s/ Sheng-Peir Yang
		Sheng-Peir Yang
		Chief Executive Officer, President and Chairman of the Board

Date: February 15, 2011	By:	/s/ Chu Pi Yun
		Chu Pi Yun
		Chief Financial Officer, Chief Accounting Officer and Director

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