OMPHALOS, CORP - FORM 10-Q

Attached files

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EX-31.2 - OMPHALOS, CORP	v221740_ex31-2.htm
EX-32.1 - OMPHALOS, CORP	v221740_ex32-1.htm
EX-32.2 - OMPHALOS, CORP	v221740_ex32-2.htm
EX-31.1 - OMPHALOS, CORP	v221740_ex31-1.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 March 31, 2011

o	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

(State or other jurisdiction of incorporation or organization)

84-1482082

(I.R.S. Employer Identification No.)

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

Luchu Taoyuan County

Taiwan

(Address of principal executive offices, Zip Code)

011-8863-322-9658

(Registrant’s telephone number, including area code)

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

Copies to:

Marc Ross, Esq.

Andrew Smith, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Floor

New York, New York 10006

Phone: (212) 930-9700

Fax: (212) 930-9725

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

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). o Yes o 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 o Accelerated filer o

Non-accelerated filer o 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 o No x

The number of shares of registrant’s common stock outstanding, as of May 2, 2011 was 30,063,759.

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements		3
Item 2. Management’s Discussion and Analysis or Plan of Operation		11
Item 3. Quantitative and Qualitative Disclosures About Market Risk		12
Item 4. Controls and Procedures		12

PART II - OTHER INFORMATION

Item 1. Legal Proceedings		13
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		13
Item 3. Defaults Upon Senior Securities		13
Item 4. Removed and Reserved		13
Item 5. Other Information		13
Item 6. Exhibits		13

SIGNATURES		15

PART I - FINANCIAL INFORMATION

Item 1.Financial Statements.

CONTENTS

			Page
Condensed Consolidated Balance Sheets			4

Condensed Consolidated Statements of Operations			5

Condensed Consolidated Statements of Shareholders’ Equity and Comprehensive Income			6

Condensed Consolidated Statements of Cash Flows			7

Notes to Consolidated Financial Statements			8- 10

OMPHALOS, CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,		December 31,
	2011		2010
Assets	(Unaudited)
Current Assets
Cash and cash equivalents	$	1,394,504	$	2,005,838
Accounts receivable, net		231,422		47,639
Inventory, net		1,604,658		1,593,256
Prepaid and other current assets		505,061		500,007
Total current assets		3,735,645		4,146,740

Leasehold Improvements and Equipment, net		27,149		4,856

Intangible assets, net		40,418		41,636
Deposits		976		25,415

Total Assets	$	3,804,188	$	4,218,647



Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	156,760	$	384,740
Accrued salaries and bonus		31,203		31,966
Accrued expenses		68,828		97,568
Total current liabilities		256,791		514,274


Shareholders’ Equity
Common stock, $0.0001 par value, 120,000,000 shares
authorized, 30,063,759 shares issued and outstanding
as of March 31, 2011 and December 31, 2010		3,007		3,007
Additional paid-in capital		47,523		47,523
Other comprehensive income		556,629		588,359
Retained earnings		2,940,238		3,065,484
Total shareholders’ equity		3,547,397		3,704,373

Total Liabilities and Shareholders’ Equity	$	3,804,188	$	4,218,647

See accompanying Notes to Condensed Consolidated Financial Statements

OMPHALOS, CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2011 and 2010

(Unaudited)

	March 31, 2011			March 31, 2010
Revenues:
Sales of goods, net	$	243,215		$	467,496

Operating costs and expenses:
Cost of sales		137,638			382,382
Selling, general and administrative expenses		248,281			287,933

Loss from operations		(142,704	)		(202,818	)

Other income (expenses)
Interest income		250			2,968
Gain (loss) on foreign currency exchange		17,208			(11,778	)
Total other income (expense)		17,458			(8,810	)

Loss before provision for income taxes		(125,246	)		(211,628	)

Provision for income taxes		-			-

Net loss	$	(125,246	)	$	(211,628	)

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

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

See accompanying Notes to Condensed Consolidated Financial Statements

OMPHALOS, CORP.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

AND COMPREHENSIVE INCOME

For the Three Months Ended March 31, 2011

(Unaudited)

	Common Stock				Additional Paid-in		Retained			Comprehensive
	Shares		Amount		Capital		Earning			Income			Total
Balance at December 31, 2010		30,063,759	$	3,007	$	47,523	$	3,065,484		$	588,359		$	3,704,373
Translation adjustment		-		-		-		-			(31,730	)		(31,730	)
Net loss		-		-		-		(125,246	)		-			(125,246	)
Balance at March 31, 2011		30,063,759	$	3,007	$	47,523	$	2,940,238		$	556,629		$	3,547,397

See accompanying Notes to Condensed Consolidated Financial Statements

OMPHALOS, CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2011 and 2010

(Unaudited)

	March 31,			March 31,
	2011			2010
Cash flows from operating activities
Net loss	$	(125,246	)	$	(211,628	)
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Amortization and depreciation		1,402			1,054
Foreign currency exchange (gains)		(17,208	)		11,778
Changes in assets and liabilities:
Decrease (increase) in accounts receivable		(185,288	)		174,188
Decrease (increase) in inventory		(25,528	)		3,467
Decrease (increase) in prepaid and other assets		14,863			33,141
Increase (decrease) in accounts payable		(225,930	)		193,285
Increase (decrease) in accrued expenses		(28,535	)		4,096
Net cash provided by (used in) operating activities		(591,470	)		209,380

Cash flows from investing activities
Patent registration		-			(338	)
Purchase of fixed assets		(23,870	)		-
Net cash used in investing activities		(23,870	)		(338	)

Effect of exchange rate changes on cash and cash equivalents		4,006			17,023

Net increase (decrease) in cash and cash equivalents		(611,334	)		226,065

Cash and cash equivalents
Beginning		2,005,838			1,968,816
Ending	$	1,394,504		$	2,194,881

Supplemental disclosure of cash flows
Cash paid during the year for:
Interest expense	$	-		$	-
Income tax	$	-		$	-

See accompanying Notes to Condensed Consolidated Financial Statements

OMPHALOS, CORP.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2011

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, 2010.

Organization — Omphalos Corp. was incorporated as Soyodo Group Holdings, Inc. (the “Soyodo”) under the laws of Delaware in March 2003. On February 5, 2008, Soyodo acquired the outstanding shares of Omphalos Corp. Omphalos Corp. (the “Omphalos BVI) was incorporated on October 30, 2001 under the laws of the British Virgin Islands. For accounting purposes, the acquisition was treated as a recapitalization of Omphalos BVI. Omphalos BVI owns 100% of Omphalos Corp. (Taiwan), All Fine Technology Co., Ltd. (Taiwan), and All Fine Technology Co., Ltd. (B.V.I.). Omphalos Corp. (Taiwan) and was incorporated on February 13, 1991 under the laws of Republic of China. All Fine Technology Co., Ltd. (Taiwan) was incorporated on March 23, 2004 under the laws of Republic of China. All Fine Technology Co., Ltd. (B.V.I.) was incorporated on February 2, 2005 under the laws of the British Virgin Islands. Omphalos Corp. (B.V.I.) and its subsidiaries supplies a wide range of equipments and parts including reflow soldering ovens and automated optical inspection machines for printed circuit board (PCB) manufacturers in Taiwan and China.

Effective April 18, 2008 Soyodo entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Omphalos, Corp., a Nevada corporation. Pursuant to the Merger Agreement, Soyodo was merged with and into the surviving corporation, Omphalos Corp. The certificate of incorporation and bylaws of the surviving corporation became the certificate of incorporation and bylaws of the Company, and the directors and officers of Soyodo became the members of the board of directors and officers of the Company. Following the execution of the Merger Agreement, the Company filed with the Secretary of State of Delaware and Nevada, a Certificate of Merger. Omphalos, Corp is incorporated on April 15, 2008 under the laws of the state of Nevada. The main purpose of the merger is to change the company’s name to Omphalos, Corp.

Basis of Consolidation— The consolidated financial statements include the accounts of Omphalos Corp. and its wholly owned subsidiaries. All significant intercompany accounts and transactions are eliminated.

Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents— Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less.

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 $530,828 and $535,525 at March 31, 2011 and December 31, 2010, respectively.

Intangible Assets —Include cost of patent applications that are deferred and charged to operations over their useful lives. The accumulated amortization is $4,052 and $3,912 at March 31, 2011 and December 31, 2010, respectively. Annual amortization expense of such intangible assets is expected to be $560 per year for the next five years.

Foreign-currency Transactions — Foreign-currency transactions are recorded in New Taiwan dollar (“NTD”) at the rates of exchange in effect when the transactions occur. Gains or losses resulting from the application of different foreign exchange rates when cash in foreign currency is converted into New Taiwan dollar, or when foreign-currency receivables or payables are settled, are credited or charged to income in the year of conversion or settlement. On the balance sheet dates, the balances of foreign-currency assets and liabilities are restated at the prevailing exchange rates and the resulting differences are charged to current income except for those foreign currencies denominated investments in shares of stock where such differences are accounted for as translation adjustments under stockholders’ equity.

Translation Adjustment —The Company financial statements are presented in the U.S. dollar ($), which is the Company’s reporting currency, while its functional currency is New Taiwan dollar (“NTD”). Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of transaction. Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the consolidated statements of income. Monetary assets and liabilities denominated in foreign currency are translated at the functional currency rate of exchange ruling at the balance sheet date. Any differences are taken to profit or loss as a gain or loss on foreign currency translation in the statements of income.

In accordance with ASC 830, Foreign Currency Matters, the Company translates the assets and liabilities into U.S. dollar ($) using the rate of exchange prevailing at the balance sheet date and the statements of operations and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation from NTD into U.S. dollar are recorded in stockholders’ equity as part of accumulated other comprehensive income.

Recently Issued Accounting Pronouncements — In July 2010, the FASB issued accounting standard update (“ASU”) 2010-20, “Receivables — Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses”. ASU 2010-20 amends Topic 310 to improve the disclosures that an entity provides about the credit quality of its financing receivables and the related allowance for credit losses. As a result of these amendments, an entity is required to disaggregate by portfolio segment or class certain existing disclosures and provide new disclosures about certain financing receivables and related allowance for credit losses. These provisions are effective for interim and annual reporting periods ending on or after December 15, 2010. The adoption of this standard did not have a significant impact on our financial statements or disclosures.

2.	RELATED-PARTY TRANSACTIONS

Operating Leases---The Company leases its facility from a shareholder under an operating lease agreement which expires on January 31, 2012. The monthly base rent is approximately $1,775. Rent expense under this lease agreement amounted to approximately $5,325 and $6,600 for the periods ended March 31, 2011 and 2010, respectively.

3.	OTHER COMPREHENSIVE INCOME

Balances of related after-tax components comprising accumulated other comprehensive income (loss), included in stockholders’ equity, at March 31, 2011 and December 31, 2010 are as follows:

	Foreign Currency Translation Adjustment			Accumulated Other Comprehensive Income
Balance at December 31, 2010	$	588,359		$	588,359
Change for the period		(31,730	)		(31,730	)
Balance at March 31, 2011	$	556,629		$	556,629

******

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

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, including this discussion and analysis by management, contains or incorporates forward-looking statements. All statements other than statements of historical fact made in report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations. The potential risks and uncertainties that could cause our actual results to differ materially from those expressed or implied herein are set forth in our Annual Report on Form 10-K for the year ended December 31, 2010.

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

Results of Operations

Three Months Ended March 31, 2011 Compared to the Three Months Ended March 31, 2010

Net sales for the three months ended March 31, 2011 were $243,215 as compared to $467,496 for the three months ended March 31, 2010. This represents a decrease of $224,281 or approximately 48% comparing the two periods. The decrease in net sales is primarily the result of decrease in demand for end products due to poor economic conditions.

Cost of sales decreased by $244,744 or approximately 64%, to $137,638 for the three months ended March 31, 2011 as compared to $382,382 for the three months ended March 31, 2010. Gross profit for the three months ended March 31, 2011 was $105,577, compared to $85,114 for the same period in 2010. Gross profit as a percentage of net sales was $43% in the first quarter of 2011, compared to 18% in the same period in 2010. The higher gross profit rate in the first quarter of 2011 was primarily due to the increase in sales of new models and parts.

For the three months ended March 31, 2011, selling, general and administrative expenses totaled $248,281. This was a decrease of $39,652 or approximately 14% as compared to the same period in 2010. The decrease in selling, general and administrative expenses is primarily the result of the decrease in commission, insurance, salary and travel and entertainment expenses.

For the three months ended March 31, 2011, loss from operations decreased to $(142,704) as compared to $(202,818) for the three months ended March 31, 2010. This represents a decreased loss of $60,114 or approximately 30% comparing the two periods. The reduction of loss from operations for the three months ended March 31, 2011 is primarily the result of a decrease in operating costs and expenses due to reduced sales volume.

Other income (expenses) was $17,458 and $(8,810) for the three months ended March 31, 2011 and 2010, respectively. This represents increased income of $26,268 or an increase of approximately 300%. The main reason for this increased income was a gain on foreign currency exchange of $17,208, as compared to gain (loss) of $(11,778) for the prior year period.

Our net loss was $(125,246) for the three months ended March 31, 2011 compared to a net loss of $(211,628) for the three months ended March 31, 2010. The decreased loss for the three months ended March 31, 2011 was due to the reasons described above.

Liquidity and Capital Resources

Cash and cash equivalents were $1,394,504 at March 31, 2011 and $2,005,838 at December 31, 2010. Our total current assets were $3735,645 at March 31, 2011 as compared to $4,146,740 at December 31, 2010. Our total current liabilities were $256,791 at March 31, 2011 as compared to $514,274 at December 31, 2010.

We had working capital at March 31, 2011 of $3,478,854 compared with working capital of $3,632,466 at December 31, 2010. This decrease in working capital was primarily due to a decrease in cash and cash equivalents and accounts payable and an increase in accounts receivable.

During the three months ended March 31, 2011, net cash used in operating activities was $591,470. Net cash flow used in operating activities was mainly due to our net loss of $(125,246), an increase in accounts receivable of $185,288, an increase in inventory of $25,528, a decrease in accounts payable of $225,930, and a decrease in accrued expenses of $28,535.

Net cash used in investing activities was $23,870, which was primarily due to the purchase of fixed assets.

Net change in cash and cash equivalents was a decrease of $611,334 during the three months ended March 31, 2011.

Inflation

Our opinion is that inflation has not had a material effect on our operations and is not expected to have any material affect 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 affect on our operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

N/A.

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 March 31, 2011 to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (1) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure; and (2) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.

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

PART II

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

Not Applicable.

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

Not Applicable.

Item 3. Defaults Upon Senior Securities.

Not Applicable.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

Not applicable.

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 known as TOP Group Holdings, Inc.), a Delaware corporation (incorporated by reference to the Proxy Statement)

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

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

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

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

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

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

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

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

10.1		Employment Agreement with Pi-Yun Chu (incorporated by reference to 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)

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

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

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

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

SIGNATURES

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

	OMPHALOS, CORP.

Date: May 10, 2011	By:	/s/ Sheng-Peir Yang
		Sheng-Peir Yang
		Chief Executive Officer, President
		and Chairman of the Board


Date: May 10, 2011	By:	/s/ Chu Pi Yun
		Chu Pi Yun
		Chief Financial Officer, Chief Accounting
		Officer and Director

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