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EX-31.1 - EXHIBIT 31.1 - OMPHALOS, CORPexhibit31-1.htm

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

Form 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED June 30, 2014

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

FOR THE TRANSITION PERIOD FROM __________ TO __________

COMMISSION FILE NUMBER 000-32341

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

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

Unit 2, 15 Fl., 83, Nankan Rd. Sec. 1,
Luchu Taoyuan County
Taiwan
(Address of principal executive offices, Zip Code)

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

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

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

     Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [   ]

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

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

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

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

     The number of shares of registrant’s common stock outstanding, as of August 5, 2014 was 30,063,759.


TABLE OF CONTENTS

  Page
  PART I - FINANCIAL INFORMATION  
     
Item 1. Financial Statements 3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation 13
Item 3. Quantitative and Qualitative Disclosures About Market Risk 15
Item 4. Controls and Procedures 15
     
  PART II - OTHER INFORMATION  
     
Item 1. Legal Proceedings 16
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 16
Item 3. Defaults Upon Senior Securities 16
Item 4. Mine Safety Disclosures 16
Item 5. Other Information 16
Item 6. Exhibits 17
     
SIGNATURES  

2


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

CONTENTS

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

3


OMPHALOS, CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS

    June 30,     December 31,  
    2014     2013  
Assets   (Unaudited)        
Current Assets            
     Cash and cash equivalents $  253,124   $  91,801  
     Accounts receivable, net   88,054     319,692  
     Inventory, net   216,279     328,157  
     Prepaid and other current assets   55,307     64,943  
           Total current assets   612,764     804,593  
             
Leasehold Improvements and Equipment, net   16,348     22,260  
             
Intangible assets, net   28,693     30,663  
Deposits   3,800     3,804  
             
                                         Total Assets $  661,605   $  861,320  
             
Liabilities and Stockholders' Equity            
Current Liabilities            
     Short-term bank loans $  267,840   $  -  
     Accounts payable   16,677     243,527  
     Accrued salaries and bonus   31,930     33,844  
     Accrued expenses   17,888     12,297  
     Due to related parties   84,480     64,147  
           Total current liabilities   418,815     353,815  
             
Long-term Liabilities            
     Loan from shareholders   334,800     275,508  
           Total liabilities   753,615     629,323  
             
Stockholders' Equity            
     Common stock, $0.0001 par value, 120,000,000 shares 
          authorized, 30,063,759 shares issued and outstanding 
          as of June 30, 2014 and December 31, 2013
  3,007     3,007  
     Additional paid-in capital   47,523     47,523  
     Other comprehensive income   548,104     549,426  
     Accumulated deficit   (690,644 )   (367,959 )
                                 Total Stockholders' equity   (92,010 )   231,997  
             
                                         Total Liabilities and Shareholders' Equity $  661,605   $  861,320  

See accompanying Notes to Condensed Consolidated Financial Statements

4


OMPHALOS, CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (LOSS)
FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013
(UNAUDITED)

    Six Months Ended     Three Months Ended  
    June 30, 2014     June 30, 2013     June 30, 2014     June 30, 2013  
Sales, net $  192,409   $  155,520   $  178,195   $  88,943  
Cost of sales   130,740     167,042     130,422     63,709  
Gross profit (loss)   61,669     (11,522 )   47,773     25,234  
Selling, general and administrative expenses   378,471     351,609     179,793     179,641  
Loss from operations   (316,802 )   (363,131 )   (132,020 )   (154,407 )
Other income (expenses)                        
         Interest income   1,551     33     1,408     33  
         Interest expense   (6,133 )   -     (3,437 )   -  
         Gain (loss) on foreign currency exchange   (1,301 )   6,302     (6,001 )   2,638  
                           Total other income (expenses)   (5,883 )   6,335     (8,030 )   2,671  
Loss before provision for income taxes   (322,685 )   (356,796 )   (140,050 )   (151,736 )
Provision for income taxes   -     -     -     -  
Net loss $  (322,685 ) $  (356,796 ) $  (140,050 ) $  (151,736 )
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 ) $  (0.01 )
Other Comprehensive (Loss) Income:                        
Net loss $  (322,685 ) $  (356,796 ) $  (140,050 ) $  (151,736 )
Foreign currency translation adjustment, net of tax   (1,322 )   (31,965 )   2,322     1,814  
Comprehensive (Loss) Income $  (324,007 ) $  (388,761 ) $  (137,728 ) $  (149,922 )

See accompanying Notes to Condensed Consolidated Financial Statements

5


OMPHALOS, CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013
(UNAUDITED)

    2014     2013  
Cash flows from operating activities            
           Net loss $  (322,685 ) $  (356,796 )
           Adjustments to reconcile net income to net cash used in operating activities:        
           Amortization and depreciation   7,734     5,881  
           Foreign currency exchange (gain) loss   1,301     (6,302 )
           Changes in assets and liabilities:            
                                       Decrease in accounts receivable   228,771     30,424  
                                       Decrease in inventory   110,287     101,108  
                                       Decrease (Increase) in prepaid and other assets   9,456     (9,430 )
                                       Decrease in accounts payable   (224,123 )   (27,038 )
                                       Increase in accrued expenses   3,692     4,263  
                                       Increase in due to related parties   20,190     -  
                                                                     Net cash used in operating activities   (165,377 )   (257,890 )
             
Cash flows from financing activities            
           Proceeds from short-term bank loans   264,960     -  
           Proceeds advanced from related parties   58,980     -  
                                                                     Net cash provided by financing activities   323,940     -  
             
Effect of exchange rate changes on cash and cash equivalents   2,760     (1,480 )
             
Net increase (decrease) in cash and cash equivalents   161,323     (259,370 )
             
Cash and cash equivalents            
           Beginning   91,801     342,978  
           Ending $  253,124   $  83,608  
             
Supplemental disclosure of cash flows            
           Cash paid during the year for:            
           Interest expense $  5,305   $  -  
           Income tax $  -   $  -  

See accompanying Notes to Condensed Consolidated Financial Statements

6


OMPHALOS, CORP.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2014

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, 2013.

   

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.

7


Going Concern The Company has incurred a significant net loss during the past two years and has an accumulated deficit of $690,644 as of June 30, 2014. 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 2014; (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 $465,432 and $612,216 at June 30, 2014 and December 31, 2013, 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:

8



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

Expenditures for major renewals and betterment that extend the useful lives of property and equipment are capitalized. Expenditures for repairs and maintenance are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the asset and accumulated depreciation are removed from the accounts and the resulting profit or loss is reflected in the statement of income for the period.

Intangible Assets —Include cost of patent applications that are deferred and charged to operations over their useful lives. The accumulated amortization is $27,500 and $25,597 at June 30, 2014 and December 31, 2013, respectively. Amortization of intangible assets was $1,912 and $2,258 for the six months ended June 30, 2014 and 2013, respectively.

Revenue Recognition — The Company derives revenues from the sale of equipments 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, 2014 and December 31, 2013.

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, 2014 and 2013, the Company did not have any common equivalent shares.

9


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 2012, the Financial Accounting Standards Board (FASB) issued an amendment to Topic 350-Intangibles-Goodwill and Other. This amendment is intended to simplify how entities test indefinite lived intangible assets for impairment. The amendment permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step quantitative impairment test described in Topic 350. No further testing is required if the qualitative factors indicate that it is not more likely than not that the indefinite-lived intangible asset is impaired. This amendment is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The Company does not expect this amendment to have any significant impact on the current year.

10



In February 2013, the FASB issued ASU 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income.” This ASU does not change the current requirements for reporting net income or other comprehensive income in financial statements. However, this guidance requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts. For public entities, the guidance is effective prospectively for reporting periods beginning after December 15, 2012. For nonpublic entities, the guidance is effective prospectively for reporting periods beginning after December 15, 2013. 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 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.

   
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 June 30, 2014 was 1.99%. The Company borrowed NT$2,000,000, approximately equivalent to $66,960, on February 27, 2014, March 4, 2014, March 17, 2014, and May 5, 2014, totaling NT$8,000,000, or $267,840, and the principals were due on August 26, 2014, September 3, 2014, September 16, 2014, and November 4, 2014, respectively.

11



The line of credit is collateralized by a real property owned by one of the Company's shareholders, and also guaranteed by the shareholder.

   

Interest expense of short-term bank loans was approximately $1,210 for the six months ended June 30, 2014.

   
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 $11,130 and $11,323 for the periods ended June 30, 2014 and 2013, 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 $164,200 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 $164,200 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, 2014 and December 31, 2013, there were $334,800 and $275,508 advances outstanding, respectively. Interest expense was $4,923 for the six months ended June 30, 2014.

   

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, 2014, there were $84,480 advances outstanding.

   
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 05/07/2014. As such, the case was closed. The liability has been paid off as of June 30, 2014.

12



5.

SUBSEQUENT EVENTS

   

The Company evaluated all events or transactions that occurred after June 30, 2014 up through the date the Company issued these financial statements.

******

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

Cautionary Note Regarding Forward-Looking Statements

       This Quarterly Report on Form 10-Q, including this discussion and analysis by management, contains or incorporates forward-looking statements. All statements other than statements of historical fact made in report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations. The potential risks and uncertainties that could cause our actual results to differ materially from those expressed or implied herein are set forth in our Annual Report on Form 10-K for the year ended December 31, 2013.

       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, 2014 Compared to the Three Months Ended June 30, 2013

Net sales for the three months ended June 30, 2014 were $178,195, as compared to $88,943 for the three months ended June 30, 2013. This represents an increase of $89,252 or approximately 100.3% compared to the prior year period. The increase in net sales is primarily the result of an increase in demand for the new models.

Cost of sales increased by $66,713 or approximately 104.7% to $130,422 for the three months ended June 30, 2014, as compared to $63,709 for the three months ended June 30, 2013. Gross profit for the three months ended June 30, 2014 was $47,773, compared to $25,234 for the same period in 2013. Gross profit as a percentage of net sales was approximately 26.8% in the first quarter of 2014, compared to approximately 28.4% in the same period in 2013. The change in gross profit margin is not significant.

For the three months ended June 30, 2014, selling, general and administrative expenses totaled $179,793, compared to $179,641 for the same period in 2013. This was an increase of $152 or approximately 1% as compared to the same period in 2013. There was no significant change in selling, general and administrative expenses.

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For the three months ended June 30, 2014, loss from operations increased to $(132,020) as compared to $(154,407) for the three months ended June 30, 2013. This represents a decreased loss of $22,387 or approximately 14.5% comparing the two periods. The decrease of loss from operations for the three months ended June 30, 2014 is primarily the result of an increase in gross profit.

Other income (expenses) was $(8,030) and $2,671 for the three months ended June 30, 2014 and 2013, respectively. This represents decreased income of $10,701 or approximately 401%. The main reason for this decreased other income was an increase in interest expense, and a loss on foreign currency exchange, which is partially offset by an increase in interest income, as compared to the three months ended June 30, 2013.

Our net loss was $(140,050) for the three months ended June 30, 2014 compared to a net loss of $(151,736) for the three months ended June 30, 2013. The decreased loss for the three months ended June 30, 2014 was due to the reasons described above.

Six Months Ended June 30, 2014 Compared to the Six Months Ended June 30, 2013

Net sales for the six months ended June 30, 2014 were $192,409, as compared to $155,520 for the six months ended June 30, 2013. This represents an increase of $36,889 or approximately 23.7% compared to the six months ended June 30, 2013. The increase in net sales is primarily the result of an increase in demand for new models.

Cost of sales decreased by $36,302 or approximately 21.7% to $130,740 for the six months ended June 30, 2014, as compared to $167,042 for the six months ended June 30, 2013. Gross profit(loss) for the six months ended June 30, 2014 was $61,669, compared to $(11,522) for the same period in 2013. Gross profit as a percentage of net sales was approximately 32.1% in the first half of 2014, compared to approximately (7.4) % in the same period in 2013. The higher gross profit rate in the first half of 2014 was primarily due to the sales of new models and parts, compared to the discounted sales of old models in the same period in 2013.

For the six months ended June 30, 2014, selling, general and administrative expenses totaled $378,471. This was an increase of $26,862 or approximately 7.6% as compared to the same period in 2013. The increase in selling, general and administrative expenses is primarily the result of the increase in rent, salary, travel, and professional expenses.

For the six months ended June 30, 2014, loss from operations increased to $(316,802) as compared to $(363,131) for the six months ended June 30, 2013. This represents a decreased loss of $46,329 or approximately 12.8% comparing the two periods. The decrease of loss from operations for the six months ended June 30, 2014 is primarily the result of an increase in gross profit which is partially offset by an increase in selling, general and administrative expenses .

Other income (expenses) was $(5,883) and $6,335 for the six months ended June 30, 2014 and 2013, respectively. This represents decreased income of $12,218 or approximately 193%. The main reason for this decreased other income was an increase in interest expense, and a loss on foreign currency exchange, which is partially offset by an increase in interest income, as compared to the six months ended June 30, 2013.

Our net loss was $(322,685) for the six months ended June 30, 2014 compared to a net loss of $(356,796) for the six months ended June 30, 2013. The decreased loss for the six months ended June 30, 2014 was due to the reasons described above.

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Liquidity and Capital Resources

Cash and cash equivalents were $253,124 at June 30, 2014 and $91,801 at December 31, 2013. Our total current assets were $612,764 at June 30, 2014, as compared to $804,593 at December 31, 2013. Our total current liabilities were $418,815 at June 30, 2014 as compared to $353,815 at December 31, 2013.

We had working capital at June 30, 2014 of $193,949 compared with working capital of $450,778 at December 31, 2013. This decrease in working capital was primarily due to a decrease in account receivable, inventory, and prepaid and other current assets, and increase in due from related parties and accrued expenses, which is partial offset by increases in cash and cash equivalents, and decreases in accounts payable and accrued salaries.

Net cash flow used in operating activities during the six months ended June 30, 2014 was $165,377, a decrease of $92,513 compared to $257,890 net cash used in operating activities during the six months ended June 30, 2013. The decrease in the cash used in operating activities was primarily due to decreased net loss, increases in foreign currency exchange gain, accrued expenses, and due to related parties, and a decrease in accounts receivable, inventory, prepaid expenses, and accounts payable.

Net cash used in financing activities for the six months ended June 30, 2014 was $323,940, which was primarily due to proceeds from short-term bank loans and loans from an officer and shareholder.

Net change in cash and cash equivalents was an increase of $161,323 during the six months ended June 31. 2014.

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.

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

PART II

Item 1. Legal Proceedings.

On January 24, 2013, Artic Automation Co., Ltd. (the “Plaintiff”) filed a complaint against All Fine Technology Co. (TWN) (the “Company”) at Taiwan Taoyuan District Court in Taiwan, for not paying accounts payable of NT$ 990,875, equivalent to approximately $32,540. The Plaintiff claimed that the Company has the obligation to pay for certain products. However, the Company disputed Plaintiff’s 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.

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Item 6. Exhibits.

Exhibit    
Number   Description
2.1

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

   

2.2

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

   

3.1

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

   

3.2

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

   

3.3  

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

   

3.4  

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

   

3.5

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

   

3.6

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

   

3.7

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

   

3.8

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

   

3.9

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

   

3.10

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

   

10.1

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

   

10.2

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

   

10.3

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

   

10.4  

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

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10.5 Lease Agreement for property, incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 29, 2011.
     
21 List of Subsidiaries, incorporated by reference to Exhibit 21 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 29, 2011.
     
31.1   Certification by Principal Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.*
     
31.2   Certification by Principal Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.*
     
32.1 Certification by Principal Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code.*
     
32.2 Certification by Principal Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code.*
     
101.INS   XBRL Instance Document+
101.SCH   XBRL Taxonomy Extension Schema+
101.CAL   XBRL Taxonomy Extension Calculation Linkbase+
101.DEF   XBRL Taxonomy Extension Definition Linkbase+
101.LAB   XBRL Taxonomy Extension Label Linkbase+
101.PRE   XBRL Taxonomy Extension Presentation Linkbase+

*filed herewith
+submitted herewith

SIGNATURES

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

  OMPHALOS, CORP.
     
     
Date: August 7, 2014 By: /s/ Sheng-Peir Yang
    Sheng-Peir Yang
    Chief Executive Officer, President
    and Chairman of the Board
     
     
Date: August 7, 2014 By: /s/ Chu Pi Yun
    Chu Pi Yun
    Chief Financial Officer, Chief Accounting
    Officer and Director

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