UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-Q/A
Amendment No. 1
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED September 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 November 6, 2015 was 30,063,759.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 (this Amendment) to the
Quarterly Report on Form 10-Q of Omphalos, Corp. for the fiscal quarter ended
September 30, 2015, and filed with the Securities and Exchange Commission (the
SEC) on November 13, 2015 (the Original Filing), is to make amendments to
the financial statements included in this Amendment to record an allowance
regarding an inventory reserve valuation of $1,832, which impacts our costs of
sales for that fiscal quarter. Additionally, in the financial statements
included in this Amendment we have classified $1,754 as a purchase return rather
than including that amount in our sales account for that quarter. For
convenience of the reader, this Amendment specifies the Original Filing 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 Original Filing. Accordingly, this Amendment should be
read in conjunction with the Original Filing. 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
|
|
September 30, |
|
|
December 31, |
|
|
|
2015 |
|
|
2014 |
|
Assets |
|
(Unaudited) |
|
|
|
|
Current Assets |
|
|
|
|
|
|
Cash and
cash equivalents |
$ |
35,925 |
|
$ |
107,028
|
|
Accounts receivable, net
|
|
4,034 |
|
|
101,996 |
|
Inventory, net |
|
107,079 |
|
|
33,488 |
|
Prepaid and other current
assets |
|
28,099 |
|
|
34,788 |
|
Total current assets |
|
175,137 |
|
|
277,300 |
|
|
|
|
|
|
|
|
Leasehold Improvements and
Equipment, net |
|
8,276 |
|
|
12,153 |
|
Intangible assets, net |
|
21,963 |
|
|
25,297 |
|
Deposits |
|
2,996 |
|
|
3,592 |
|
|
|
|
|
|
|
|
Total Assets |
$ |
208,372 |
|
$ |
318,342 |
|
|
|
|
|
|
|
|
Liabilities and
Stockholders' Equity |
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
Short-term bank loans |
$ |
- |
|
$ |
126,600
|
|
Accounts payable |
|
19,822 |
|
|
9,377 |
|
Accrued
salaries and bonus |
|
22,743 |
|
|
30,434 |
|
Accrued expenses |
|
9,622 |
|
|
19,968 |
|
Due to
related parties |
|
262,041 |
|
|
97,383 |
|
Loan from shareholders,
current portion |
|
151,607 |
|
|
316,500 |
|
Total current liabilities |
|
465,835 |
|
|
600,262 |
|
|
|
|
|
|
|
|
Loan from
shareholders |
|
454,822 |
|
|
- |
|
Total liabilities |
|
920,657 |
|
|
600,262 |
|
|
|
|
|
|
|
|
Stockholders' Equity |
|
|
|
|
|
|
Common stock, $0.0001 par
value, 120,000,000
shares authorized,
30,063,759 shares issued and
outstanding as
of September 30, 2015 and December 31, 2014 |
|
3,007 |
|
|
3,007 |
|
Additional paid-in
capital |
|
47,523 |
|
|
47,523 |
|
Other
comprehensive income |
|
591,124 |
|
|
557,884 |
|
Accumulated deficit |
|
(1,353,939 |
) |
|
(890,334 |
) |
Total Stockholders' equity |
|
(712,285 |
)
|
|
(281,920 |
) |
|
|
|
|
|
|
|
Total Liabilities and Shareholders'
Equity |
$ |
208,372 |
|
$ |
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 NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014
(UNAUDITED)
|
|
Nine Months Ended |
|
|
Three Months Ended |
|
|
|
September 30, 2015 |
|
|
September 30, 2014 |
|
|
September 30, 2015 |
|
|
September 30, 2014 |
|
Sales, net |
$ |
10,334 |
|
$ |
435,091
|
|
$ |
4,548 |
|
$ |
242,682 |
|
Cost of sales |
|
3,750 |
|
|
260,531 |
|
|
1,487 |
|
|
129,791 |
|
Gross profit (loss) |
|
6,584 |
|
|
174,560 |
|
|
3,061 |
|
|
112,891 |
|
Selling, general and administrative expenses
|
|
462,856 |
|
|
536,785 |
|
|
144,138 |
|
|
158,314 |
|
Loss from operations |
|
(456,272 |
) |
|
(362,225 |
) |
|
(141,077 |
) |
|
(45,423 |
) |
Other income (expenses) |
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
271 |
|
|
2,933 |
|
|
- |
|
|
1,382 |
|
Interest expense |
|
(9,821 |
) |
|
(9,957 |
) |
|
(4,726 |
) |
|
(3,824 |
) |
Gain (loss) on foreign currency exchange |
|
2,216 |
|
|
2,814 |
|
|
(107 |
) |
|
4,115 |
|
Total other income (expenses) |
|
(7,334 |
) |
|
(4,210 |
) |
|
(4,833 |
) |
|
1,673 |
|
Loss before provision for
income taxes |
|
(463,606 |
) |
|
(366,435 |
) |
|
(145,910 |
) |
|
(43,750 |
) |
Provision for income taxes |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
Net loss |
$ |
(463,606 |
) |
$ |
(366,435 |
) |
$ |
(145,910 |
) |
$ |
(43,750 |
) |
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 |
$ |
(0.02 |
) |
$ |
(0.01 |
)$ |
$ |
(0.00 |
)$ |
$ |
(0.00 |
) |
Other Comprehensive (Loss) Income: |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
$ |
(463,606 |
) |
$ |
(366,435 |
) |
$ |
(145,910 |
) |
$ |
(43,750 |
) |
Foreign currency translation adjustment, net
of tax |
|
33,241 |
|
|
(871 |
|
|
42,866 |
|
|
451 |
|
Comprehensive (Loss) Income
|
$ |
(430,365 |
) |
$ |
(367,306 |
) |
$ |
(103,044 |
) |
$ |
(43,299 |
)
|
See accompanying Notes to Condensed Consolidated Financial
Statements
F-2
OMPHALOS CORP.
CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014
(UNAUDITED)
|
|
2015 |
|
|
2014 |
|
Cash flows from operating
activities |
|
|
|
|
|
|
Net loss |
$ |
(463,606 |
) |
$ |
(366,435 |
) |
Adjustments to reconcile net income to net cash used
in |
|
|
|
|
|
|
operating activities: |
|
|
|
|
|
|
Amortization and depreciation |
|
5,913 |
|
|
10,942 |
|
Allowance for inventory value decline |
|
(5,754 |
) |
|
- |
|
Foreign currency exchange (gain) loss |
|
(2,216 |
) |
|
(2,814 |
) |
Changes in assets and liabilities: |
|
|
|
|
|
|
Decrease in accounts receivable |
|
98,211 |
|
|
207,221 |
|
Decrease (Increase) in inventory |
|
(72,870 |
) |
|
212,569 |
|
Decrease in prepaid and other assets |
|
5,948 |
|
|
16,462 |
|
Increase (Decrease) in accounts payable |
|
11,362 |
|
|
(225,042 |
) |
Increase (Decrease) in accrued expenses
|
|
(16,691 |
) |
|
448 |
|
Increase in due to related parties |
|
176,906 |
|
|
43,214 |
|
Net cash used in operating activities |
|
(262,797 |
) |
|
(103,435 |
) |
|
|
|
|
|
|
|
Cash flows from investing
activities |
|
|
|
|
|
|
Increase in restricted cash |
|
- |
|
|
(195,026 |
) |
Net cash used in investing activities |
|
- |
|
|
(195,026 |
) |
|
|
|
|
|
|
|
Cash flows from financing
activities |
|
|
|
|
|
|
Proceeds from short-term bank loans |
|
- |
|
|
265,520 |
|
Repayment of short-term bank loans |
|
(127,151 |
) |
|
- |
|
Proceeds advanced from related parties |
|
317,877 |
|
|
59,104 |
|
Net cash provided by financing activities |
|
190,726 |
|
|
324,624 |
|
|
|
|
|
|
|
|
Effect of exchange rate
changes on cash and cash equivalents |
|
968 |
|
|
(1,305 |
) |
|
|
|
|
|
|
|
Net increase (decrease) in
cash and cash equivalents |
|
(71,103 |
) |
|
24,858 |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
|
|
|
|
Beginning |
|
107,028 |
|
|
91,801 |
|
Ending |
$ |
35,925 |
|
$ |
116,659 |
|
|
|
|
|
|
|
|
Supplemental disclosure of
cash flows |
|
|
|
|
|
|
Cash paid during the year for: |
|
|
|
|
|
|
Interest expense |
$ |
9,821 |
|
$ |
9,127 |
|
Income tax |
$ |
- |
|
$ |
- |
|
See accompanying Notes to Condensed Consolidated Financial
Statements
F-3
OMPHALOS CORP.
NOTES TO THE UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL
STATEMENTS
SEPTEMBER 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 $1,353,939 and $890,334 as of September 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 $473,488 and $499,624 at September 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 |
F-5
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 $100,802 and $101,704 at September 30, 2015 and
December 31, 2014, respectively. Depreciation expense was $3,531 and $8,067 for
the nine months ended September 30, 2015 and 2014, respectively. Depreciation
expense was $1,156 and $2,245 for the three months ended September 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 $28,929 and
$27,825 at September 30, 2015 and December 31, 2014, respectively. Amortization
of intangible assets was approximately $2,382 and $2,875 for the nine months
ended September 30, 2015 and 2014, respectively. Amortization of intangible
assets was approximately $780 and $963 for the three months ended September 30,
2015 and 2014, respectively.
Revenue Recognition The
Company derives revenues from the sale of equipment and parts to customers. The
Companys standard shipping term is Free on Board (FOB) shipping point. The
Company recognizes revenue upon shipment for the sales under the term FOB
shipping point. For the sales under other shipping term arrangements, such as
FOB destination, the Company recognizes revenue when title passes to and the
risks and rewards of ownership have transferred to the customer based on the
terms of the sales. Usually no returns, discounts or other allowances are
provided to customers. Shipping and handling charges to customers are
included in net sales. Shipping and handling charges incurred by the Company are
included in cost of goods sold.
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 September 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
nine months ended September 30, 2015 and 2014, the Company did not have any
common equivalent shares.
F-6
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 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 May 2014 the FASB issued ASU No. 2014-09,
Revenue from Contracts with Customers (Topic 606). ASU No. 2014-09 requires an
entity to recognize revenue for the amount of consideration to which it expects
to be entitled for the transfer of promised goods or services to customers.
Additionally, ASU No. 2014-09 requires improved disclosures to help users of
financial statements better understand the nature, amount, timing, and
uncertainty of revenue that is recognized. The standard will replace most
existing revenue recognition guidance in GAAP when it becomes effective. ASU No.
2014-09 is effective for financial statements issued for annual reporting
periods beginning after December 15, 2016 and interim periods within those
years. In August 2015 the FASB issued ASU No. 2015-14, Revenue from Contracts
with Customers (Topic 606): Deferral of the Effective Date which deferred the
effective date of ASU No. 2014-09 by one year, making the guidance effective for
fiscal years beginning after December 15, 2017. Early adoption will be
permitted, but not earlier than the original effective date for annual and
interim periods. The impact from adoption of the new requirements of ASU No.
2014-09 on our consolidated financial position or results of operations has not
yet been determined.
F-7
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.
In February 18, 2015, FASB issued ASU
No. 2015-02, Consolidation (Topic 810). The amendments in this Update affect
reporting entities that are required to evaluate whether they should consolidate
certain legal entities. All legal entities are subject to reevaluation under the
revised consolidation model. Specifically, the amendments: (1) Modify the
evaluation of whether limited partnerships and similar legal entities are
variable interest entities (VIEs) or voting interest entities; (2) Eliminate the
presumption that a general partner should consolidate a limited partnership; (3)
Affect the consolidation analysis of reporting entities that are involved with
VIEs, particularly those that have fee arrangements and related party
relationships; (4) Provide a scope exception from consolidation guidance for
reporting entities with interests in legal entities that are required to comply
with or operate in accordance with requirements that are similar to those in
Rule 2a-7 of the Investment Company Act of 1940 for registered money market
funds. The amendments in this Update are effective for public business entities
for fiscal years, and for interim periods within those fiscal years, beginning
after December 15, 2015. The adoption of this standard is not expected to have a
material impact on the Companys consolidated financial position and results of
operations.
In July 2015, FASB issued ASU No.
2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. ASU
2015-11 affects reporting entities that measure inventory using first-in,
first-out or average cost. Specifically, ASU 2015-11 requires that inventory be
measured at the lower of cost and net realizable value. Net realizable value is
the estimated selling prices in the ordinary course of business, less reasonably
predictable costs of completion, disposal, and transportation. ASU 2015-11 is
effective for annual periods beginning after December 15, 2016, with early
adoption permitted. This standard will not have a material impact on the
Companys consolidated results of operations or financial position.
F-8
In September 2015, FASB issued ASU No.
2015-16, Business Combinations (Topic 805): Simplifying the Accounting for
Measurement-Period Adjustments, which requires an acquirer to recognize
adjustments to provisional amounts that are identified during the measurement
period in the reporting period in which the adjustment amounts are determined.
ASU 2015-16 requires the acquirer to record, in the same periods financial
statements, the effect on earnings of changes in depreciation, amortization, or
other income effects, if any, as a result of the change to the provisional
amounts, calculated as if the accounting had been completed at the acquisition
date. ASU 2015-16 requires an entity to present separately on the face of the
income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item
that would have been recorded in previous reporting periods if the adjustment to
the provisional amounts had been recognized as of the acquisition date. For
public business entities, the amendments in this update are effective for fiscal
years beginning after December 15, 2015, including interim periods within those
fiscal years. The amendments in this update should be applied prospectively to
adjustments to provisional amounts that occur after the effective date of this
update with earlier application permitted for financial statements that have not
been issued. The adoption of this standard is not expected to have a material
impact for any periods presented.
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 $285 and $2,533 for the nine months ended September 30,
2015 and 2014, respectively. Interest expense of short-term bank loans was
approximately $0 and $1,323 for the three months ended September 30, 2015 and
2014, respectively.
F-9
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 $16,021 and $16,728 for the nine
months ended September 30, 2015 and 2014, respectively. Rent expense under this
lease agreement amounted to approximately $5,241 and $5,598 for the three months
ended September 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 $151,607 for
working capital purpose. The term of the loan started from July 30, 2013 with
maturity date on July 29, 2015. On July 31, 2015, the loan with the same amount
of NT$5,000,000, equivalent approximately $151,607, and the same fixed interest
rate of 3% per annum was extended for another two years starting from August 1,
2015 with maturity date on July 31, 2017.
On December 31, 2013, the Company
entered another loan agreement bearing interest at a fixed rate at 3% per annum
with its officer and shareholder to advance NT$5,000,000, equivalent
approximately $151,607 for working capital purpose. The term of the loan started
from January 1, 2014 with maturity date on December 31, 2015.
On July 5, 2015, the Company entered
another loan agreement bearing interest at a fixed rate at 3% per annum with its
shareholder to advance NT$10,000,000, equivalent approximately $303,215, for
working capital purpose. The term of the loan started from July 1, 2015 with
maturity date on, 2018.
As of September 30, 2015 and December
31, 2014, there were $606,429 and $316,500 advances outstanding, of which
$151,607 and $316,500 was presented under current liabilities, respectively.
Interest expense was $9,536 and $7,424
for the nine months ended September 30, 2015 and 2014, respectively. Interest
expense was $4,725 and $2,501 for the nine months ended September 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. The
advances bear no interest rate and are due upon demand by shareholders. As of
September 30, 2015 and December 31, 2014, there were $262,041 and $97,383
advances outstanding, respectively. The outstanding balance bears no interest
and is due upon request.
4. |
CONTINGENCIES AND LEGAL
PROCEEDINGS |
On January 24, 2013, Artic Automation
Co., Ltd. (the Plaintiff) filed a complaint against All Fine Technology Co.
(TWN), (the Company), at Taiwan Taoyuan District Court in Taiwan, for not paying
accounts payable of NT$ 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.
The Company evaluated all events or
transactions that occurred after September 30, 2015 up through the date the
Company issued these financial statements.
* * * * * *
F-10
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 September 30, 2015 Compared to the Three
Months Ended September 30, 2014
Net sales for the three months ended September 30, 2015 were
$4,548, as compared to $242,682 for the three months ended September 30, 2014.
This represents a decrease of $238,134 or approximately 98.1% compared to the
prior year period. The decrease in net sales is primarily the result of a
decrease in demand for the new models due to the economic downturn.
Cost of sales decreased by $128,304 or approximately 98.9% to
$1,487 for the three months ended September 30, 2015, as compared to $129,791
for the three months ended September 30, 2014. Gross profit for the three months
ended September 30, 2015 was $3,061, compared to $112,891 for the same period in
2014. Gross profit as a percentage of net sales was approximately 67.3% for the
three months ended September 30, 2015, compared to approximately 46.5% in the
same period in 2014. . The higher gross profit rate in the third quarter 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 three months ended September 30, 2015, selling, general
and administrative expenses totaled $144,138. This was a decrease of $14,176, or
approximately 9%, as compared to the same period in 2014. The decrease of
selling, general and administrative expenses for the three months ended
September 30, 2015 is primarily the result of the decrease in salary and travel
expenses.
For the three months ended September 30, 2015, loss from
operations was $(141,077) as compared to $(45,423) for the three months ended
September 30, 2014. This represents an increased loss of $95,654, or
approximately 210.6% comparing the two periods. The increase of loss from
operations for the three months ended September 30, 2015, is primarily the
result of a decrease in net sales.
Other income (expenses) was $(4,833) and $1,673 for the three
months ended September 30, 2015 and 2014, respectively. This represents
decreased income of $6,506 or approximately 388.88% . The main reason for this
decreased other income was an increase in interest expense and a loss on foreign
currency exchange, as compared to the three months ended September 30, 2014.
Our net loss was $(145,910) for the three months ended
September 30, 2015 compared to a net loss of $(43,750) for the three months
ended September 30, 2014. The increased loss for the three months ended
September 30, 2015 was due to the reasons described above.
Nine Months Ended September 30, 2015 Compared to the Nine
Months Ended September 30, 2014
Net sales for the nine months ended September 30, 2015 were
$10,334, as compared to $435,091 for the nine months ended September 30, 2014.
This represents a decrease of $424,757 or approximately 97.62% compared to the
prior year period. The decrease in net sales is primarily the result of a
decrease in demand for the new models due to the economic downturn.
Cost of sales decreased by $256,781 or approximately 98.6% to
$3,750 for the nine months ended September 30, 2015, as compared to $260,531 for
the nine months ended September 30, 2014. Gross profit for the nine months ended
September 30, 2015 was $6,584, compared to $174,560 for the same period in 2014.
Gross profit as a percentage of net sales was approximately 63.7% for the nine
months ended September 30, 2015, compared to approximately 40.1 % in the same
period in 2014. The higher gross profit rate for the nine months ended September
30, 2015 was primarily due to the sales consisting of parts only, compared to
the sales of new models and parts in the same period in 2014.
For the nine months ended September 30, 2015, selling, general
and administrative expenses totaled $462,856, compared to $536,785 for the nine
months ended September 30, 2014. This was a decrease of $73,929, or approximately
13.8%, 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,
and travel expenses.
For the nine months ended September 30, 2015, loss from
operations increased to ($456,272) as compared to $(362,225) for the nine months
ended September 30, 2014. This represents an increased loss of $94,047 or
approximately 26.0% comparing the two periods. The increase of loss from
operations for the nine months ended September 30, 2015 is primarily the result
of a decrease in net sales which is partially offset by a decrease in selling,
general and administrative expenses.
Other income (expenses) was $(7,334) and $(4,210) for the nine
months ended September 30, 2015 and 2014, respectively. This represents
increased expenses of $3,124, or approximately 74.2% . The main reason for this
increase of other expenses was an increase in interest expense, and the decrease
in gain on foreign currency exchange and interest income, as compared to the
nine months ended September 30, 2014.
Our net loss was $(463,606) for the nine months ended September
30, 2015 compared to a net loss of $(366,435) for the nine months ended
September 30, 2014. The decreased loss for the nine months ended September 30,
2015 was due to the reasons described above.
Liquidity and Capital Resources
Cash and cash equivalents were $35,925 at September 30, 2015
and $107,028 at December 31, 2014. Our total current assets were $175,137 at
September 30, 2015, as compared to $277,300 at December 31, 2014. Our total
current liabilities were $465,835 at September 30, 2015 as compared to $600,262
at December 31, 2014.
We had a negative working capital at September 30, 2015 of
$(290,698) compared with a negative working capital of $(322,962) at December
31, 2014. This increase in working capital was primarily due to an increase in
inventory and decreases in short-term bank loans, accrued expenses, and loan
from shareholders, which is partial offset by decreases in cash and cash
equivalents, accounts receivable, prepaid and other current assets and increases
in accounts payable and due to related parties.
Net cash flow used in operating activities during the nine
months ended September 30, 2015 was ($262,797), an increase of ($159,362)
compared to ($103,435) net cash used in operating activities during the nine
months ended September 30, 2014. The increase in the cash used in operating
activities was primarily due to increased net loss, decreases in amortization
and depreciation, foreign currency exchange gain, accounts receivable,
inventory, prepaid expenses and accrued expenses, and increases in allowance for
inventory value decline, due to related parties, and accounts payable.
Net cash provided by financing activities for the nine months
ended September 30, 2015 was $190,726, which was primarily due to proceeds from
advances from related parties which partially offset by repayment of short term
bank loan.
Net change in cash and cash equivalents was a decrease of
$71,103 during the nine months ended September 31, 2015.
Inflation
Our opinion is that inflation has not had a material effect on
our operations and is not expected to have any material effect on our
operations.
Climate Change
Our opinion is that neither climate change, nor governmental
regulations related to climate change, have had, or are expected to have, any
material effect on our operations.
Item 3. Quantitative and Qualitative Disclosures About
Market Risk.
As a smaller reporting company, we are not required to provide
this information.
Item 4. Controls and Procedures.
As of the end of the period covered by this report, we
conducted an evaluation, under the supervision and with the participation of our
Chief Executive Officer and Chief Financial Officer, of our disclosure controls
and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange
Act). Based upon this evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures were
effective as of end of the period covered by this report to ensure that
information required to be disclosed by us in the reports that we file or submit
under the Exchange Act is (1) accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required disclosure; and (2)
recorded, processed, summarized and reported, within the time periods specified
in the Commission's rules and forms.
There was no change to our internal controls or in other
factors that could affect these controls during our last fiscal quarter that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
PART II
Item 1. Legal Proceedings.
On January 24, 2013, Artic Automation Co., Ltd. (the
Plaintiff) filed a complaint against All Fine Technology Co. (TWN), (the
Company), at Taiwan Taoyuan District Court in Taiwan, for not paying accounts
payable of NT$ 990,875, equivalent to approximately $ 32,540. The Plaintiff
claimed that the Company had 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 September 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 September 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) |
8
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.* |
*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: December 10, 2015 |
By: |
/s/
Sheng-Peir Yang |
|
|
Sheng-Peir Yang |
|
|
Chief Executive Officer, President |
|
|
and Chairman of the Board |
|
|
|
|
|
|
Date: December 10, 2015 |
By: |
/s/
Chu Pi Yun |
|
|
Chu Pi Yun |
|
|
Chief Financial Officer, Chief Accounting
|
|
|
Officer and Director |
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.
December 10, 2015 |
/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.
December 10, 2015 |
/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
September 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.
December 10, 2015
/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
September 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.
December 10, 2015
/s/ |
Chu
Pi Yun |
Chu Pi Yun |
Principal Financial Officer
|
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