UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 10-K





(Mark One)





x
Annual report under Section 13 or 15(d) ofthe Securities Exchange Act of 1934. Forthe fiscal year ended December 31, 2010.





OR





o
Transition report under Section 13 or 15(d) ofthe Securities Exchange Act of 1934 for thetransition 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)





Copies of all communications 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





Securities Registered Pursuant to Section 12(b) of the Act: None





Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, par value $0.0001 per share.





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ̈     No x





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 if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.  ̈Yes x No





Indicate by check mark whether registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec. 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.) x





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   x





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





At June 30, 2009, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant: approximately $1,912,940.





The number of shares of registrant’s common stock outstanding, as of March 15, 2011 was 30,063,759.











TABLE OF CONTENTS





PART IItem 1.
Business
3Item1A.
Risk Factors
8Item1B.
Unresolved Staff Comments
12Item 2.
Properties
12Item 3.
Legal  Proceedings
12Item 4.
[Removed and Reserved]
12PART IIItem 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
13Item 6.
Selected Financial Data
13Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
13Item7A.
Quantitative and Qualitative Disclosures about Market Risk
17Item 8.
Financial Statements and Supplementary Data
17Item 9.
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
17Item9A.
Controls and Procedures
17Item9B.
Other Information
18PART IIIItem10.
Directors, Executive Officers and Corporate Governance
18Item11.
Executive Compensation
20Item12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
21Item13.
Certain Relationships and Related Transactions and Director Independence
21PART IVItem14.
Principal Accountant Fees and Services
22Item15.
Exhibits, Financial Statement Schedules
23SIGNATURES
24EX-31.1EX-31.2EX-32.1EX-32.2





2




PART I





Item 1.  Business.





Soyodo Group Holdings, Inc. (the “Soyodo”) was incorporated on May 15, 1997 as Quixit, Inc. under the laws of the state of Colorado. On January 16, 2003, TOP Group Corp., a New York corporation, purchased 4,400,000 shares of the Company's common stock, which represented 88% of the Company's outstanding capital stock at that time. Prior to the change in control, the Company's purpose was to investigate opportunities to be acquired by a company that desired to be registered under the Securities Exchange Act of 1934, as amended. In March 2003, the Company changed its state of incorporation from Colorado to Delaware, and changed its name from Quixit, Inc. to TOP Group Holdings, Inc. In August of 2005, the company changed its name from TOP Group Holdings, Inc. to Soyodo Group Holdings, Inc.





In the second quarter of 2005, the company decided to commence a chain of member-only stores in locations with large Chinese immigrant populations, offering Chinese culture-related merchandise such as books, pre-recorded CDs, stationery, gifts, and sports goods. Subsequently, six retail stores had been opened. On June 30, 2006, however, the Company started to concentrate on its wholesale operation and sold to its majority shareholder & principal executive officer, all the six retail stores. Then on November 30, 2006, the company decided to go back to its original plan of investigate opportunities to be acquired and sold to its majority shareholder the remaining wholesale operation.





Omphalos Corp. was incorporated on February 13, 1991 under the laws of Republic of China (TWN), initially serving as a sales agent for an equipment and used machine dealer. Omphalos Corp. (B.V.I.) was incorporated on October 30, 2001 under the laws of the British Virgin Islands. All Fine Technology Co., Ltd. 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.





On July 4, 2007, Omphalos Corp. (BVI) acquired Omphalos (TWN) and All Fine Technology Co. (TWN), through a share exchange with the shareholders of these two entities. On October 19, 2007 Omphalos (BVI) purchased All Fine Tech (BVI).





On February 5, 2008, Soyodo Group Holdings, Inc. entered into and completed the transactions contemplated under a Share Exchange Agreement (the “Exchange Agreement”) with each of the shareholders (the “Shareholders”) of Omphalos Corp. (B.V.I.), a British Virgin Islands corporation, pursuant to which Soyodo purchased from the Shareholders all issued and outstanding shares of Omphalos Corp. (B.V.I.)’ common stock in consideration for the issuance of an aggregate of 81,996,275 shares of Soyodo common stock (the "Share Exchange"). The Share Exchange resulted in a change in control of Soyodo with the Shareholders owning 81,996,275 shares of common stock of the Company out of a total of 90,191,275 issued and outstanding shares after giving effect to the Share Exchange. Shen-Peir Yang beneficially owned 55,347,485 shares of common stock and was elected a director and appointed as the Company’s President. Chi Pi Yun beneficially owned 2,049,907 shares of common stock and was appointed as the Company’s Chief Financial Officer.  Li Shen-Ren beneficially owned 4,099,814 shares of common stock and was appointed as the Company’s Chief Operating Officer. As a result of the Exchange Agreement, (i) Omphalos Corp. (B.V.I.) became a wholly-owned subsidiary of Soyodo and (ii) the Soyodo succeeded to the business of Omphalos Corp. (B.V.I.) as its sole business.




3





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 Corporation. 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. was 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..




Collectively Omphalos, Corp. (formerly Soyodo Group Holdings Inc.) and these four corporations are referred to herein as the "Company" or “Omphalos”.




Overview of Business





Omphalos, through its wholly-owned subsidiaries which serve as third-party resellers, supplies a wide range of equipment and parts including refurbished and modified reflow soldering ovens and automated optical inspection machines for printed circuit board (PCB) manufacturers in Taiwan and China. Omphalos also provides after sale services such as maintenance and repairs to its customers and sells parts for the equipment.





A reflow oven is a machine used primarily for reflow soldering of surface mount electronic components to printed circuit boards. Reflow soldering represents the most common means to attach a component to a circuit board, and typically consists of applying solder paste, positioning the components, and reflowing the solder in a specialized oven. The goal of the reflow process is to melt the powder particles in the solder paste, with the surfaces being joined together, and solidify the solder to create a strong metallurgical bond.





The Company serves as third-party reseller, and supplies a wide range of equipment and parts including refurbished and modified reflow soldering ovens and automated optical inspection machines for printed circuit board (PCB) manufacturers in Taiwan and China. The Company also provides after sale services such as maintenance and repairs to its customers and sells parts for the equipment for that purpose.





Omphalos markets its products in both Taiwan and China. Omphalos’ clients are mainly big name Taiwanese electronics manufacturing giants, including Quanta Computer Inc., MiTAC International Corp., Universal Scientific Industrial Co., ASUS, Gigabyte, and Advantech in Taiwan, and Foxconn group, QSMC, in China.





Products





Omphalos offers a wide range of products, including the following:





Saki Optical Inspection Devices. The main purpose of using AOI is to inspect the process of the SMT production line which can also be considered as the tool for quality assurance and quality control.





Quality assurance is the assurance for the back-end process, i.e. the 100% assurance for zero-defect of production quality. All defects must be found and then repaired to achieve this requirement. AOI is normally used at the post-reflow process for this purpose. Therefore, the AOI plays an important role to detect all defects and also to support the reparability of all defects found. Quality Control is aimed to keep the highest process quality in the factory. In order to achieve this purpose, AOI is usually used at the pre-reflow, pre-IC-mounting or post-printing processes which enable the monitoring the real situation of the production line by inspecting all of and the defects. Furthermore, the causes of defects are able to be analyzed in real time. During the years ended December 31, 2009 and 2008, approximately 60% and 55% of Omphalos’ revenues were generated by these devices, respectively.




4





Tamura N2 Reflow Ovens.  Omphalos offers the Tamura Reflow Oven as its preferred choice for reflow soldering. The ovens have multiple temperature controlled heat emitting infrared radiation compartments that create a phase change in flux (Small Soldier Particles) turning the solid into a liquid. When cooled in the final compartment, the flux undergoes another phase change turning from a liquid back into a solid forming a bond between the surface mount component and etched circuit board. The Tamura Line takes the additional step of being an oxygen-free environment, instead it utilizes nitrogen gas to minimize oxidation. During the years ended December 31, 2009 and 2008, approximately 39% and 45% of Omphalos’ revenues were generated by these machines, respectively.





Argus Management Information System. This system consists of Scanner Stations networked to a Datastore. These scanners can be placed at any point in the production line as they are intended to collect and analyze production data. As a laser barcoded pcb passes through the Argus Scanner Station, the circuit board is identified (scanned), the time is noted and stored. Data is then aggregated and analyzed to compute bottle necks in production (actual vs. desired). To date, the Company has not derived any significant revenues from this system.





Gryphon Laser Marking System. This system is placed at the beginning of the SMT production line where it Laser Etches a Uniquely Identifiable 2-Dimensional Barcode onto the surface of a printed circuit board. 2D barcodes allow for more data to be physically written to the circuit board, usually the threshold is when more than 20 characters need to be written, 2D barcoding is required. The 2D barcode helps to simplify MIS by making more information available offline, such as an identification number, time of fabrication, plant of fabrication, etc making it easier to track defects and finished products to their final destination. This barcode works best when combined with the Argus Management Information System throughout the fabrication process as its life will be tracked and analyzed. To date, the Company has not derived any significant revenues from this system.





For the year ended December 31, 2010, the Company obtained 78% of the equipment that it sells to its customers from one vendor: Tamura Corporation, a Japanese company.





Marketing





Most of the Omphalos’ business is generated through personal relationships with its major customers. In addition, it may participate in trade shows and occasionally run advertisements in trade journals and newspapers.





Markets and Customers





Omphalos’ customers include a number of major electronic manufacturing companies, including the following:




5





Name

Location

Percentage Revenues for

the Year ended

December 31, 2010Logitech Technology Co., Ltd.

Logitech International is a Swiss public company traded on the SIX Swiss Exchange under the symbol LOGN and on the Nasdaq Global Select Market under the symbol LOGI. In January 2007, Logitech was added to the NASDAQ-100 IndexDriving innovation in PC navigation, Internet communications, digital music, home-entertainment control, gaming and wireless devices.


43
%Eastwind Tsusho Inc.

Taiwan trade company; Aspherical lens design and manufacture and sales. Opitcs parts sales.Opitcs coating design software. SMT process machine sales. Industry gas procreation machine sales.


14
%Quanta Computer

Taiwan based publicly traded company; original design manufacturer of laptop computers.


13
%Eastern Electronics Co.,  Lte.

Taiwan based publicly traded company.

Taiwan-based provider of Engineering Manufacturing Services specializing in high-reliability, complex PCB assembly, Box Build, System assembly.


13
%Jinyong Han Technology Co., Ltd.

Surface mount manufacturing, semi-finished products of the electronics OEM.


11
%





Regulations





Omphalos is not subject to any significant government regulation that is particular to its business.





Competition





Omphalos’s industry is highly competitive. Omphalos believes that its principal direct competitors are the manufacturers of the equipment themselves. These include Japanese companies such as Sayaka, Tamura Furukawa and Ishikawa.





There are also a number of companies in Asia that resell refurbished equipment. They include Daichi International, Panasonic, Hitachi and Sony Corporation.





Some of these companies have significantly greater financial, technical and human resources than we do, as well as a wider range of products than we have. In addition, many of our competitors have much greater experience in marketing their products, as well as more established relationships with our target customers. Our competitors may also have greater name recognition and more extensive customer bases that they can use to their benefit. As a result, we may have difficulty maintaining our market share.





We believe that our competitive edge is our responsiveness to our customers’ needs, both in terms of speed as well as in our ability to modify the equipment in accordance with the customers’ instructions.




6





Intellectual Property





Omphalos has been granted the following patents:





Name

Patent No

Country

Patent TermAutomatically Labeling and Inspecting Apparatus and

Method of Use

M277230

Taiwan

expires 1.20.2015Automatically Marking and Reading/Distinguishing Apparatus and Method of Use

M277229

Taiwan

expires 1.30.2015Vehicle Camera Apparatus

M345732

Taiwan

expires 3.19.2018Automatically Marking and Reading/Distinguishing

I287752

Taiwan

expires 1.30.2050Servo Motor Control Method and Apparatus Using the Same

I325031

Taiwan

expires 4.19.2027





In the future, we expect to expand the number and type of products we are able to provide to our customers. We intend to use our patents and improve or add functions to current products, and plan to use these patents in future products. The issued patents and applications relate to techniques developed by us for automatically labeling and inspecting, automatically marking and reading apparatus.





There can be no guarantee that the patents held by us will not be challenged or invalidated, that patents will be issued for any of our pending applications or that any claims allowed from existing or pending patents will be of sufficient scope or strength (or issue in the countries where products incorporating our technology may be sold) to provide meaningful protection or any commercial advantage to us. In any event, effective protection of intellectual property rights may be unavailable or be limited in certain countries.





In addition it has the following patents pending:





Name

Number

CountryAutomatically Labeling and Inspecting Apparatus and Method of Use

200510052694.4

ChinaAutomatically Marking and Reading/Distinguishing Apparatus and Method of Use

200510052693.X

ChinaServo Motor Control Method and Apparatus Using the Same

2007-241297

JapanServo Motor Control Method and Apparatus Using the Same

200710107348.0

ChinaAutomatically Labeling and Inspecting Apparatus and Method of Use

11/248,218

U.S.AAutomatically Marking and Reading/Distinguishing Apparatus and Method of Use

11/248,212

U.S.A





Employees





As of March 15, 2011, Omphalos had 18 full-time employees.  None of its employees is represented by a labor union, and Omphalos considers its employee relations to be excellent. Omphalos seeks to use contract workers and anticipates maintaining a small full-time employee base.





Available Information





We file or furnish annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the SEC. These reports will be available as soon as reasonably practical after such reports are electronically filed with, or furnished to, the SEC.  All of these documents are available in print without charge to stockholders upon request. Our SEC filings are available to the public over the Internet at the SEC’s web site at http://www.sec.gov. You may also read and copy any document we file at the SEC’s public reference rooms in Washington, D.C.




7





Item 1A.  Risk Factors.





The following risk factors and other information included in this Annual Report on Form 10-K should be carefully considered. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or which we currently deem immaterial also may impair our business operations. If any of the following risks occur, our business, financial condition, operating results, and cash flows could be materially adversely affected.





Risk Factors Related to Our Business.





We may need to raise capital to fund our operations, and our failure to obtain funding when needed may force us to delay, reduce or eliminate our expansion efforts.





If in the future, we are not capable of generating sufficient revenues from operations and our capital resources are insufficient to meet future requirements, we may have to raise funds to continue the development, commercialization, marketing and sale of our products.





We cannot be certain that funding will be available on acceptable terms, or at all. To the extent that we raise additional funds by issuing equity securities, our stockholders may experience significant dilution. Any debt financing, if available, may involve restrictive covenants that impact our ability to conduct our business. If we are unable to raise additional capital if required or on acceptable terms, we may have to significantly delay, scale back or discontinue the development and/or commercialization of one or more of our products, obtain funds by entering into agreements on unattractive terms or restrict or cease our operations and go out of business.





The success of our business depends on our ability to successfully obtain a supply of merchandise for our buyers and to attract and retain active professional buyers to create sufficient demand for our sellers.





Our ability to increase our revenue and maintain profitability depends on whether we can successfully expand the supply of merchandise available for sale and attract and retain active professional buyers to purchase the merchandise. Our ability to attract sufficient quantities of suitable merchandise and new buyers will depend on various factors, some of which are out of our control. These factors include our ability to:





·
offer buyers a sufficient supply of merchandise;


·
develop and implement effective sales and marketing strategies;


·
comply with corporate seller requirements affecting marketing and disposition of certain categories of merchandise;


·
efficiently catalogue, handle, store, ship and track merchandise; and


·
achieve high levels of seller and buyer satisfaction with the trading experience.





Omphalos is exposed to risks as a result of ongoing changes in the semiconductor and semiconductor-related industries.





The global industries in which we operate are characterized by ongoing changes, including: (1) higher capital requirements for building and operating new semiconductor and LCD fabrication plants and the resulting effect on customers’ ability to raise the necessary capital; (2) differing rates of market growth for, and capital investments by, various semiconductor device makers, such as memory (including NAND Flash and DRAM), logic and foundry, as well as LCD and solar manufacturers; (3) industry growth rates; (4) the increasing cost and decreasing affordability of research and development due to many factors, including decreasing line widths, the increasing number of materials, applications and process steps, and the greater complexity of process development and chip design; (5) the increasing difficulty for customers to move from product design to volume manufacturing; (6) the importance of reducing the cost of system ownership, due in part to the increasing significance of consumer electronics as a driver for semiconductor and LCD demand and the related focus on lower prices; (7) varying levels of business information technology spending; (8) the heightened importance to customers of system reliability and productivity, and the effect on demand for systems as a result of their increasing productivity, device yield and reliability; (9) the growing types and varieties of  semiconductors and expanding number of applications across multiple substrate sizes, resulting in customers’ divergent technical demands; (10) demand for shorter cycle times for the development, manufacture and installation of manufacturing equipment; (11) the challenge to semiconductor manufacturers of moving volume manufacturing from one technology node to the next smaller technology node, and the resulting impact on the technology transition rate and the rate of investment in capital equipment; (12) price trends for certain semiconductor devices and LCDs; (13) difficulties associated with transitioning to larger substrate sizes; and (14) the increasing importance of the availability of spare parts to assure maximum system uptime. If we do not successfully manage the risks resulting from the ongoing changes occurring in the semiconductor and semiconductor-related industries, its business, financial condition and results of operations could be materially and adversely affected.




8





The industries that Omphalos serves are volatile and unpredictable.





As a supplier to the global semiconductor, computer and related industries, we are subject to business cycles, the timing, length and volatility of which can be difficult to predict and which may vary by reportable segment. The industries have historically been cyclical due to sudden changes in customers’ manufacturing capacity requirements and spending, which depend in part on capacity utilization, demand for customers’ products, and inventory levels relative to demand. The effects on Omphalos of these changes in demand, including end-customer demand, are occurring more rapidly. These changes have affected the timing and amounts of customers’ purchases and investments in technology, and continue to affect our orders, net sales, gross margin, contributed profit and results of operations.





We must effectively manage our resources to meet rapidly changing demand. During periods of decreasing demand for our products, we must be able to appropriately align its cost structure with prevailing market conditions, motivate and retain key employees, and effectively manage its supply chain. During periods of increasing demand, we must have sufficient inventory to meet customer demand; attract, retain and motivate a sufficient number of qualified individuals; and effectively manage its supply chain. If we are not able to timely and appropriately adapt to changes in industry cycles, our business, financial condition or results of operations may be materially and adversely affected.





Omphalos is exposed to risks associated with a highly concentrated customer base in the semiconductor and flat panel display industries.





Our semiconductor and other customer base historically has been, and is becoming even more, highly concentrated. For the year ended December 31, 2010, five customers, each of whom accounted for more than 10% of Omphalos’ total revenues, represented approximately 93% of the its total revenues.   Orders from a relatively limited number of manufacturers have accounted for, and are expected to continue to account for, a substantial portion of our net sales. In addition, the mix and type of customers, and sales to any single customer, may vary significantly from quarter to quarter and from year to year. If customers do not place orders, or they delay or cancel orders, we may not be able to replace the business. As our products are configured to customer specifications, changing, rescheduling or canceling orders may result in significant, non-recoverable costs. Major customers may also seek, and on occasion receive, pricing, payment, intellectual property-related, or other commercial terms that are less favorable to us. In addition, certain customers have undergone significant ownership changes, have outsourced manufacturing activities, and/or have entered into strategic alliances or industry consortia that have increased the influence of key semiconductor manufacturers in technology decisions made by their partners, which may result in additional complexities in managing customer relationships and transactions. These factors could have a material, adverse effect on our business, financial condition and results of operations.





Omphalos is highly dependent on one supplier.





For the year ended December 31, 2010, Omphalos obtained 78% of the equipment that it sells to its customers from only one vendor. If either this vendor was to cease supplying us with products for any reason, this would force us to find alternative sources for our products. A change in suppliers could cause a delay in availability of products and a possible loss of sales, which could adversely affect operating results.




9





Manufacturing interruptions or delays could affect our ability to meet customer demand, while the failure to estimate customer demand accurately could result in excess or obsolete inventory.





Our business depends on its ability to supply equipment, services and related products that meet the rapidly changing technical and volume requirements of its customers, which depends in part on the timely delivery of parts, components and subassemblies (collectively, parts) from suppliers. Some key parts may be subject to long lead-times and/or obtainable only from a single supplier or limited group of suppliers, and some sourcing or subassembly is provided by suppliers in developing regions, including China. Significant interruptions of manufacturing operations or the delivery of services as a result of: (1) the failure or inability of suppliers to timely deliver quality parts; (2) volatility in the availability and cost of materials; (3) difficulties or delays in obtaining required export approvals; (4) information technology or infrastructure failures; (5) natural disasters (such as earthquakes, floods or storms); or (6) other causes (such as regional economic downturns, pandemics, political instability, terrorism, or acts of war), could result in delayed deliveries, manufacturing inefficiencies, increased costs or order cancellations. Moreover, if actual demand for our products is different than expected, we may purchase more/fewer parts than necessary or incur costs for canceling, postponing or expediting delivery of parts. Any or all of these factors could materially and adversely affect our business, financial condition and results of operations.





We may not be able to effectively manage our growth, which may harm our profitability.





Our strategy envisions expanding our business. If we fail to effectively manage our growth, our financial results could be adversely affected. Growth may place a strain on our management systems and resources. We must continue to refine and expand our business development capabilities, our systems and processes and our access to financing sources. As we grow, we must continue to hire, train, supervise and manage new employees. We cannot assure you that we will be able to:





·
meet our capital needs;


·
expand our systems effectively or efficiently or in a timely manner;


·
allocate our human resources optimally;


·
identify and hire qualified employees or retain valued employees; or


·
incorporate effectively the components of any business that we may acquire in our effort to achieve growth.





If we are unable to manage our growth, our operations and our financial results could be adversely affected by inefficiency, which could diminish our profitability.





Loss of Sheng-Peir Yang, our Chief Executive Officer, could impair our ability to operate.





If we lose our key employee, Sheng-Peir Yang, our Chief Executive Officer, our business could suffer. Our success is highly dependent on our ability to attract and retain qualified technical and management personnel. We are highly dependent on our management. Mr. Yang has an employment agreement with the Company. However, the loss of Mr. Yang’s services could have a material adverse effect on our operations. If we were to lose this individual, we may experience difficulties in competing effectively, developing our technology and implementing our business strategies. We do not have key-man life insurance in place for any person working for us.





Our management team does not have extensive experience in public company matters, which could impair our ability to comply with legal and regulatory requirements.




Our management team has had limited public company management experience or responsibilities. This could impair our ability to comply with legal and regulatory requirements such as the Sarbanes-Oxley Act of 2002 and applicable federal securities laws including filing required reports and other information required on a timely basis. There can be no assurance that our management will be able to implement and affect programs and policies in an effective and timely manner that adequately respond to increased legal, regulatory compliance and reporting requirements imposed by such laws and regulations. Our failure to comply with such laws and regulations could lead to the imposition of fines and penalties and further result in the deterioration of our business.




10





RISKS RELATED TO OUR COMMON STOCK





There has been a limited trading market for our common stock.  There is no assurance of an established public trading market, which would adversely affect the ability of investors in our company to sell their securities in the public markets.





It is anticipated that there will continue to be a limited trading market for the Company's common stock, quoted on the Over-the-Counter Bulletin Board. The lack of an active public market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active public market may also reduce the fair market value of your shares. An inactive market may also impair our ability to raise capital by selling shares of capital stock and may impair our ability to acquire other companies or technologies by using common stock as consideration.





You may have difficulty trading and obtaining quotations for our common stock.





The common stock may not be actively traded, and the bid and asked prices for our common stock quoted on the Over-the-Counter Bulletin Board may fluctuate widely. As a result, investors may find it difficult to dispose of, or to obtain accurate quotations of the price of, our securities. This severely limits the liquidity of the common stock, and would likely reduce the market price of our common stock and hamper our ability to raise additional capital.





The market price of our common stock may, and is likely to continue to be, highly volatile and subject to wide fluctuations.





The market price of our common stock is likely to be highly volatile and could be subject to wide fluctuations in response to a number of factors that are beyond our control, including:





·
dilution caused by our issuance of additional shares of common stock and other forms of equity securities, which we may make in connection with future capital financings to fund our operations and growth, to attract and retain valuable personnel and in connection with future strategic partnerships with other companies;


·
announcements of new acquisitions, reserve discoveries or other business initiatives by our competitors;


·
our ability to take advantage of new acquisitions, reserve discoveries or other business initiatives;


·
quarterly variations in our revenues and operating expenses;


·
changes in the valuation of similarly situated companies, both in our industry and in other industries;


·
changes in analysts’ estimates affecting our Company, our competitors and/or our industry;


·
changes in the accounting methods used in or otherwise affecting our industry;


·
additions and departures of key personnel;


·
fluctuations in interest rates and the availability of capital in the capital markets; and


·
significant sales of our common stock, including sales by the investors and/or future investors in future offerings we expect to make to raise additional capital.





These and other factors are largely beyond our control, and the impact of these risks, singly or in the aggregate, may result in material adverse changes to the market price of our common stock and/or our results of operations and financial condition.





11




We do not expect to pay dividends in the foreseeable future.





We do not intend to declare dividends for the foreseeable future, as we anticipate that we will reinvest any future earnings in the development and growth of our business. Therefore, investors will not receive any funds unless they sell their common stock, and stockholders may be unable to sell their shares on favorable terms or at all. Investors cannot be assured of a positive return on investment or that they will not lose the entire amount of their investment in the common stock.





Applicable SEC rules governing the trading of “penny stocks” limit the trading and liquidity of our common stock, which may affect the trading price of our common stock.





Shares of common stock may be considered a “penny stock” and be subject to SEC rules and regulations which impose limitations upon the manner in which such shares may be publicly traded and regulate broker-dealer practices in connection with transactions in “penny stocks.” Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules which may increase the difficulty investors may experience in attempting to liquidate such securities.





Item 1B.  Unresolved Staff Comments.





None.





Item 2.  Properties.





Our principal executive offices are located at Unit 2, 15 Fl., 83, Nankan Rd. Sec. 1, Luchu, Taoyuan County, Taiwan and No.1371-1, Sec. 3, Fuguo Rd., Lujhu Township, Taoyuan County 338, Taiwan.




Omphalos does not own any real property. The Company leases an office and a warehouse from the wife of our sole director, Mr. Yang. The office maintains office administration and sales facilities and the warehouse maintains inventory. The location of the office and warehouse are Unit 2, 15 Fl., 83, Nankan Rd. Sec. 1, Luchu, Taoyuan County, Taiwan and No.1371-1, Sec. 3, Fuguo Rd., Lujhu Township, Taoyuan County 338, Taiwan. The office space is approximately 3,700 square feet and the warehouse space is approximately 4,034 square feet.





Generally, Omphalos maintains short-term leases for its office and warehouse, with options to renew, where possible. The terms of the lease for office and warehouse are both from January 1, 2009 to December 31, 2010 and have been extended to January 31, 2012. The Company paid a monthly rent of approximately $1,775 and $2,200 for the periods ended December 31, 2010 and 2009, respectively. Accordingly, rent expense under the office and warehouse lease agreements amounted to approximately $21,300 and $26,400 for the periods ended December 31, 2010 and 2009, respectively. The monthly rent payment for 2011 is approximately $21,300.





Item 3.  Legal Proceedings.





None.





Item 4.  [Removed and Reserved.]


12




PART II





Item 5.  Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.





Our common stock is quoted on the OTCBB under the trading symbol "OMPS.OB."


The following table sets forth, for the period indicated, the range of the high and low sales prices of our common stock, as reported by the OTCBB.  The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not necessarily represent actual transactions.





On February 23, 2011 we received notice of FINRA’s determination of our ineligibility for continued quotation of our shares on the OTCBB due to quoting inactivity under SEC Rule 15c2-11. Consequently, our stock will be quoted in the future on the OTC Pink tier of the OTC market.





Year Ended December 31,



First


Second


Third


Fourth2010

High

$
0.51


$
0.25


$
0.15


$
*Low

$
0.005


$
0.25


$
0.12


$
*2009

High

$
0.50


$
*


$
*


$
*Low

$
0.15


$
*


$
*


$
*2008

High

$
0.55


$
1.50


$
1.50


$
0.70Low

$
0.10


$
1.25


$
0.60


$
0.52





*no public trading volume





There were approximately 72 holders of record of our common stock as of March 15, 2011.





Although we have paid dividends on our common stock in 2008 totaling $175,260, or approximately $0.00583 per share), we paid no dividends on our common stock in 2009 and 2010.  We do not have a policy of paying regular dividends and do not expect to pay any dividends on our common stock in the foreseeable future. We currently intend to retain any future earnings for our business. The payment of any future dividends on our common stock will be determined by our Board of Directors and will depend on business conditions, our financial earnings and other factors.





Recent Transaction Involving Unregistered Securities





None





Item 6.  Selected Financial Data.





Not applicable.





Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.





Forward Looking Statements





Some of the statements contained in this Form 10-K that are not historical facts are "forward-looking statements" which can be identified by the use of terminology such as "estimates," "projects," "plans," "believes," "expects," "anticipates," "intends," or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Form 10-K, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties, and other factors affecting our operations, market growth, services, products, and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation:





13


1.
Our ability to attract and retain management, and to integrate and maintain technical information and management information systems;





2.
Our ability to generate customer demand for our services;





3.
The intensity of competition; and





4.
General economic conditions.





All written and oral forward-looking statements made in connection with this Form 10-K that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.  This MD&A should also be read in conjunction with the Item 1.A. “Risk Factors.”





Overview





The Company, through Omphalos Corp. - Taiwan, is in the business of supplying a wide range of equipment and parts including reflow soldering ovens and Automated Optical Inspection (AOI) machines to printed circuit board (PCB) manufacturers in Taiwan and China. The clients are mainly Taiwanese electronics manufacturing companies, including Quanta Computer Inc., Universal Scientific Industrial Co., ASUS, Gigabyte, and Advantech in Taiwan, and QSMC, etc. in China.





The major equipment manufacturers Omphalos represents are SAYAKA, SAKI, and TAMURA, all of which have complete technical supports licensed from the original manufacturers.





The company operates in an industry characterized by rapid technological changes. It will need additional investments to complete the development and improvement necessary for the development and production of the testing equipment and parts for PCB assembly processes.





The company's business strategy is to increase its market share by expanding into other industries. Since PCB has a vast application range, the Company is currently researching and developing many additional uses for testing equipment and parts.





In the future, the Company expects to expand the number and type of industries it is able to service. The company is currently working with Chung-shan Institute of Science and Technology, Armaments Bureau. M.N.D. to develop testing equipment for auto industry.





Critical Accounting Policies and Estimates





This discussion and analysis of our financial condition and results of operations are based on our financial statements that have been prepared under accounting principle generally accepted in the United States of America. 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 the 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 Equivalents, Investments, and Long-term Investments - 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.




14





Accounts Receivable - Accounts receivable 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 $535,525 and $491,126 at December 31, 2010 and 2009, respectively.





Foreign-currency Transactions - Foreign-currency transactions are recorded in New Taiwan dollars ("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 dollars, 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 currency denominated investments in shares of stock where such differences are accounted for as translation adjustments under stockholders' equity.




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.




Results of Operations





The following table presents the consolidated results of the Company for the years ended December 31, 2010 and 2009.





Net Sales. Net sales for the year ended December 31, 2010 were $929,917 compared to $1,931,751 for the year ended December 31, 2009, a decrease of $1,001,834.  Sales of reflow soldering ovens and automated optical inspection (AOI) machines sales to printed circuit board (PCB) manufacturers decreased $722,410 compared to 2009, primarily a result of a 50% decrease in reflow soldering ovens and AOI unit shipments. The decrease in reflow soldering ovens and automated optical inspection machines unit shipment in 2010 was primarily due to lower demand for consumer electronic products, lower consumer electronic product productions as the general economic downturn. Our average selling price for reflow soldering ovens and AOI remain unchanged in 2010 compared to 2009. Net sales from our service and parts sales were $208,519 in 2010 and $673,367 in 2009.





Cost of Sales; Gross Margin. Cost of sales for the year ended December 31, 2010 was $691,267 or 74.3% of net sales, as compared to $1,496,265 or 77.5% of net sales, for the year ended December 31, 2009. Gross profit for 2010 was $238,650, compared to $435,486 for 2009, a decrease of $196,836. Gross profit as a percent of net sales was 25.7% in 2010, compared to 22.5% in 2009. The change in gross profit percentage was not significant.





Selling, General and Administrative Expenses. Selling, general and administrative expenses for the one year ended December 31, 2010 were $870,686 or 93.6% of net sales, as compared to $1,127,150 or 58.3% of net sales, for the one year ended December 31, 2009. The decrease in selling, general and administrative expenses was primarily due to decreases in payroll, traveling cost and professional service.




15





Loss from Operations. Loss from operations for the year ended December 31, 2010 was $(632,036) as compared to $(691,664) for the year ended December 31, 2009. The decrease in loss from operations for the year ended December 31, 2010 compared with loss from operations for 2009 resulted primarily from a decrease in operating expenses which is partially offset by a decrease in net sales.





Other Income (expenses). Other income (expenses) for the year ended December 31, 2010 was $(170,136) as compared to $(49,182) for the year ended December 31, 2009. This change was primarily attributable to a decrease in interest income and the increase in foreign currency exchange loss.





Net loss for the year ended December 31, 2010 was $(802,172) as compared to $(740,846) for the year ended December 31, 2009. The increase in net loss was due to the reasons described above.


Inflation





Our opinion is that inflation has not had, and is not expected to have, a 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.





Liquidity and Capital Resources





Our principal sources of liquidity are cash and cash equivalents, and cash flow from operations. Our cash and cash equivalent increased from $1,968,816 at December 31, 2009, to $2,005,838 at December 31, 2010.





Net cash flow provided by operating activities was $22,333 in fiscal 2010 as compared to net cash flow used in operating activities of $(2,653,251) in fiscal 2009, an increase of $_2,675,584. Net cash flow used in operating activities in fiscal 2010 was mainly due to our net loss of $(802,172), a decrease in accounts receivable of $491,461, a decrease in inventory of $128,464, an increase in prepaid expenses and other assets of $57,629, and an increase in accounts payable and accrued expenses of $89,985.Net cash flow used in operating activities in fiscal 2009 was mainly due to our net loss of $(740,846), a decrease in accounts receivable of $195,713, an increase in inventory of $602,877, an increase in prepaid expenses and other assets of $346,245, and a decrease in accounts payable and accrued expenses of $1,437,986.





Net cash flow used in investing activities was $1,265 for 2010, and $0 for 2009. For 2010, the cash flow used in investing activity was for the patent registration.





Net cash flow provided by financing activities was $0 for 2010, and $200,601 for 2009. We received proceeds from related parties at the amount of $200,601 in the year 2009.





In light of the significant decreases in our net sales over the past fiscal year and current uncertain market and economic conditions, we are aggressively managing our cost structure and cash position to ensure that we will meet our debt obligations while preserving the ability to make investments that will enable us to respond to customer requirements and achieve long-term profitable growth. We currently believe that our cash and cash equivalents, working capital, and cash generated from operations, will be sufficient to meet our forecasted operating expenses and capital expenditures through 2011.





Capital Expenditure





Total capital expenditures during the year ended December 31, 2010 was $0.




16




Currency Exchange Fluctuations





Translation Adjustment— The accounts of the Company was maintained, and its financial statements were expressed, in New Taiwan Dollar (“NTD”). Such financial statements were translated into U.S. Dollars (“$” or “USD”) in accordance SFAS No. 52, "Foreign Currency Translation", with the NTD as the functional currency. According to the Statement, all assets and liabilities are translated at the current exchange rate, stockholder's equity are translated at the historical rates and income statement items are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with SFAS No. 130, "Reporting Comprehensive Income" as a component of shareholders’ equity.





As of December 31, 2010 and December 31, 2009 the exchange rates between the NTD and the USD ($) were NTD1=$0.03420 and NTD1=$0.03102, respectively. The weighted-average rates of exchange between NTD and USD were NTD1=$0.03170 and NTD1=$0.03031 for the years ended December 31, 2010 and December 31, 2009, respectively. Total translation adjustment recognized as of December 31, 2010 and December 31, 2009 is $588,359 and $226,760, respectively.





Off-Balance Sheet Arrangements





We do not have any off-balance sheet arrangements as of December 31, 2010.





Item 7A.  Quantitative and Qualitative Disclosures about Market Risk.





Not Applicable.





Item 8.  Financial Statements and Supplementary Data.





The consolidated financial statements of Omphalos, Corp, including the notes thereto, together with the report thereon of KCCW Accountancy Corp. is presented beginning at page F-1.





Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.


None.





Item 9A.  Controls and Procedures.





Management’s Report of Internal Control over Financial Reporting





We are responsible for establishing and maintaining adequate internal control over financial reporting in accordance with Exchange Act Rule 13a-15. With the participation of our Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2010 based on the criteria established in Internal Control-Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission.  Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2010, based on those criteria.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.





This Annual Report does not include an attestation report of the Company’s registered accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC.




17





Evaluation of Disclosure Controls and Procedures





Disclosure controls and procedures and other procedures that are designed to ensure that information required to be disclosed in our reports or submitted under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.





As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act).   Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.





Changes in Internal Control Over Financial Reporting





There was no change in our internal control over financial reporting during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.





Item 9B.  Other Information.





None.





PART III





Item 10.  Directors, Executive Offices and Corporate Governance.





Directors and Executive Officers





Name

Age

PositionSheng-Peir Yang

54

President, CEO and DirectorChu Pi Yun

40

Chief Financial Officer


Shen-Peir Yang, President, Chief Executive Officer and Director





Mr. Yang is the Company’s sole director.  He has been President and Chief Executive Officer of Omphalos since 1991. He holds a degree in Mechanical Engineering from National Taipei University of Technology. Having run the Company’s business for almost 20 years, he is very well-qualified, having extensive knowledge of the performance of our business in a variety of economic cycles, to effectively manage our operations during these challenging economic times.





Chu Pi Yun, Chief Financial Officer





Ms. Yun has been with Omphalos since 2000. During that time she functioned in various accounting related positions. She was appointed our Chief Financial Officer in October 2007. Ms. Yun has done extensive accounting coursework.





Li Shen-Ren, the Chief Operating Officer of Omphalos, resigned effective June 30, 2009 and was compensated until such date.





Our directors and officers hold office until the earlier of their resignation, or removal or until their successors have been duly elected and qualified.





There are no family relationships among our directors or executive officers.





To our knowledge, during the last ten years, none of our directors and executive officers (including those of our subsidiaries) has:




18





·
Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.





·
Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses.





·
Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.





·
Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.





Section 16 Compliance





The Company is not aware of any securities transaction during the fiscal year ended December 31, 2010, or subsequent thereto what would require a filing pursuant to Section 16 of the Exchange Act of 1934, as amended.




Audit Committee Financial Expert


Our current director acts as our audit committee. The current director was elected President in connection with the Reverse Merger and is not independent.  By virtue of his education, business experience and specific experience with the financial reports for the company, Mr. Sheng-Peir Yang satisfies the requirements for service as an audit committee financial expert, except for his position as the Company’s Present, which disqualifies him as an “independent” director, as the term is used in Item 407 of Regulation S-K. An informal search is under way to identify a suitable candidate for service on the Board of Directors as an independent director who would be qualified as an audit committee financial expert.





Audit Committee





We have not yet appointed an audit committee, and our director currently acts as our audit committee. At the present time, we believe that the director is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. Our company, however, recognizes the importance of good corporate governance and intends to add additional directors to the Board of Directors and appoint an audit committee comprised entirely of independent directors, including at least one financial expert.





Limitation on Liability and Indemnification of Directors and Officers





Our certificate of incorporation provides that no director or officer shall have any liability to the company if that person acted in good faith and with the same degree of care and skill as a prudent person in similar circumstances.





Our certificate of incorporation and bylaws provide that we will indemnify our directors and officers and may indemnify our employees or agents to the fullest extent permitted by law against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices or positions with us.  However, nothing in our certificate of incorporation or bylaws protects or indemnifies a director, officer, employee or agent against any liability to which that person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of that person’s office or position.  To the extent that a director has been successful in defense of any proceeding, the Delaware General Corporation Law provides that the director shall be indemnified against reasonable expenses incurred in connection with the proceeding.




19




Code of Ethics





We have not as yet adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, as we have had only to executive officers and we have not been able to establish a process for auditing compliance or reporting noncompliance. We plan to adopt a code of ethics as independent directors are added to the Board of Directors and additional executive officers are engaged by the Company, when it will be in a better position to implement a process for assuring continued compliance with such Code of Ethics, at which time, it will be available in print to any person who requests it and on our website, when our website is completed.  Any amendments and waivers to the code will also be available in print and on our website.





Item 11.  Executive Compensation.





SUMMARY COMPENSATION TABLE


Name and principal position

Year

Salary

($)


Bonus

($)


Stock

Awards

($)


Option

Awards

($)


Non-

Equity

Incentive

Plan

($)


Non-

qualified

Deferred

Compen-

sation

Earnings

($)


All other

compen-

sation

($)


Total

($)2010

$
63,210




















$
63,210Sheng-Peir Yang

2009

$
64,750



—



—



—



—



—



—


$
64,750CEO and President

2008

$
70,485



—



—



—



—



—



—


$
70,4852010

$
21,107


























$
21,107Pi-Yun Chu

2009

$
20,505



—



—



—



—



—



—


$
20,505CFO

2008

$
26,289



—



—



—



—



—



—


$
26,289


We have entered into the follow employment agreements:





·
Sheng-Peir Yang entered into an employment agreement with Omphalos on November 30, 2007, to serve as its Chief Executive Officer for a term of two (2) years at an monthly salary of New Taiwan Dollars (“NTD”) 148,000(approximately $4,625). Mr. Yang will be required to comply with the Non-Competition provision contained within the employment agreement. Either party, with proper notice, may terminate the employment agreement, and the employment agreement will be governed and construed by the laws of the Republic of China.





·
Pi-Yun Chu entered into an employment agreement with Omphalos on November 30, 2007, to serve as its Chief Financial Officer for a term of two (2) years at an monthly salary of NTD49,680 (approximately $1,553). Ms. Chu will be required to comply with the Non-Competition provision contained within the employment agreement. Either party, with proper notice, may terminate the employment agreement, and the employment agreement will be governed and construed by the laws of the Republic of China.





Outstanding Equity Awards at Fiscal Year-End





As of our fiscal years ended December 31, 2010 and 2009, we did not have any stock option plan or stock incentive plan and there were no outstanding equity awards as of our fiscal years ended December 31, 2010 and 2009. No equity awards were granted during the year ended December 31, 2008.





20





COMPENSATION OF DIRECTORS





Our Director did not receive compensation for services as a director. Our director did not receive any reimbursement for travel or other expenses incurred in connection with attending meetings of the board and its committees, if any.





Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.





SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT





The following table sets forth the number of shares of common stock beneficially owned as of March 15, 2011 by (i) those persons or groups known to us to beneficially own more than 5% of our common stock; (ii) each director; (iii) each executive officer; and (iv) all directors and executive officers as a group. The information is determined in accordance with Rule 13d-3 promulgated under the Exchange Act based upon information furnished by persons listed or contained in filings made by them with the SEC or by information provided by such persons directly to us. Except as indicated below, each of the stockholders listed below possesses sole voting and investment power with respect to their shares and the address of each person is c/o Omphalos, Corp.





Name of Beneficial Owner

Common Stock

Beneficially

Owned


Percentage of

Common Stock

Beneficially

Owned (1)Sheng-Peir Yang


18,449,162



61.3
%Chu Pi Yun


683,302



2.3
%All officers and directors as a group (5 persons)


19,132,464



63.6
%


* Denotes less than 1%





Beneficial ownership percentages gives effect to the completion of the Share Exchange, and are calculated based on shares of common stock issued and outstanding and is based on a total of 30,063,759 shares of common stock that were issued and outstanding as of March 15, 2011. Beneficial ownership is determined in accordance with Rule 13d-3 of the Exchange Act. The number of shares beneficially owned by a person includes shares of common stock underlying options or warrants held by that person that are currently exercisable or exercisable within 60 days of March 15, 2011. The shares issuable pursuant to the exercise of those options or warrants are deemed outstanding for computing the percentage ownership of the person holding those options and warrants but are not deemed outstanding for the purposes of computing the percentage ownership of any other person. The persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite that person’s name, subject to community property laws, where applicable, unless otherwise noted in the applicable footnote.





Item 13.  Certain Relationships and Related Transactions, and Director Independence.





Our sole director, Mr. Yang, is a named executive officer of the Company and, accordingly, is not “independent” for purposes of any securities market requirements.





In 2008, Mr. Yang received loans from the Company totaling $201,132.  This amount was repaid in 2009.





Omphalos does not own any real property. The Company leases an office and a warehouse from the wife of our sole director, Mr. Yang. The annual rent of NT672,000 (NT$56,000 monthly), is approximately $21,300US.




21





Item 14.  Principal Accounting Fees and Services.





Summary of Principal Accounting Fees for Professional Services Rendered





The following table presents the aggregate fees for professional audit services and other services rendered by KCCW Accountancy Corp.





Year

Ended

December

31, 2010


Year

Ended

December

31, 2009Audit Fees

$
31,000


$
31,000Audit-Related FeesTax FeesAll Other Fees


-$
31,000


$
31,000











Audit Fees consist of fees billed for the annual audit of our financial statements and other audit services including the provision of consents and the review of documents filed with the SEC.





We do not have an independent audit committee and the full Board of Directors, therefore, serves as the audit committee for all purposes relating to communication with our auditors and responsibility for our audit. All engagements for audit services, audit- related services and tax services are approved in advance by our full Board of Directors. Our Board of Directors has considered whether the provision of the services described above for the fiscal year ended December 31, 2010, is compatible with maintaining the auditor’s independence.





All audit and non-audit services that may be provided by our principal accountant to us shall require pre-approval by the Board of Directors. Further, our auditor shall not provide those services to us specifically prohibited by the SEC, including bookkeeping or other services related to the accounting records or financial statements of the audit client; financial information systems design and implementation; appraisal or valuation services, fairness opinion, or contribution-in-kind reports; actuarial services; internal audit outsourcing services; management functions; human resources; broker-dealer, investment adviser, or investment banking services; legal services and expert services unrelated to the audit; and any other service that the Public Company Oversight Board determines, by regulation, is impermissible.





22





Item 15.  Exhibits, Financial Statement Schedules.





1.
Financial Statements:  See “Index to Consolidated Financial Statements” in Part II, Item 8 of the Form 10-K.2.
Financial Statement Schedule:  Schedules are included in the Consolidated Financial Statements or notes of this Form 10-K or are not required.3.
Exhibits:  The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Form 10-K.





Exhibit Number

Description2.1

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 “SEC”) on February 11, 2008.3.1

Certificate 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

Articles of Amendment to the Articles of Incorporation of the Company (incorporated by reference to the Proxy Statement).3.3

Agreement and Plan of Merger between Quixit, Inc., a Colorado corporation, and TOP Group Corporation(now known as SOYODO Group Holdings, Inc.), a Delaware corporation (incorporated by reference to the Proxy Statement).3.4

By-Laws of the Company (incorporated by reference to the ProxyStatement).3.5

Amended and Restated Certificate of Incorporation of the Company Incorporated by reference to the information statement on Schedule 14c filed with the SEC on March 15, 2005).3.6

Articles of Amendment to the Articles of Incorporation of the Company (incorporated by reference to the information statement on Schedule 14C filed with SEC on August 26, 2005).3.7

Amended and Restated By-Laws of Omphalos, Corp., incorporated by reference to Exhibit 3.7 of the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2009.10.1

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 SEC on                 , 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 SEC 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 SEC on February 20, 2008.10.4

Purchase and Sale Agreement with Tamura Corporaation. ++10.5

Lease Agreement for property.++21

List of Subsidiaries. ++


31.1
Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002++31.2
Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002++32.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act++32.2
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act++


++filed herewith





23





SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Omphalos, Corp.Dated: March 23, 2011
By:
/s/ Sheng-Peir YangSheng-Peir YangChief Executive Officer


In accordance with the Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.





Name

Title

Date/s/Sheng-Peir Yang

Chief Executive Officer and Director

March 23, 2011Sheng-Peir Yang/s/ Chu Pi Yun

Chief Financial Officer (principal financial and accounting officer)

March 23, 2011Chu Pi Yun





24





OMPHALOS, CORP.




CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED




DECEMBER 31, 2010 AND 2009 AND




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





25





CONTENTS





PageReport of Independent Registered Public Accounting Firm
F-1Financial StatementsConsolidated Balance Sheets
F-2Consolidated Statements of Operations
F-3Consolidated Statements of Shareholders' Equity and Comprehensive Income (Loss)
F-4Consolidated Statements of Cash Flows
F-5Notes to Consolidated Financial Statements
F-6- F-13





26





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





Board of Directors


Omphalos Corp.





We have audited the accompanying consolidated balance sheets of Omphalos, Corp. and its subsidiaries (the “Company”) as of December 31, 2010 and 2009, and the related consolidated statements of operations, shareholders’ equity and comprehensive income, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.





We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.





In our opinion, such financial statements present fairly, in all material respects, the consolidated financial positions of Omphalos, Corp. as of December 31, 2010 and 2009, and the consolidated results of their operations and their consolidated cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.





KCCW Accountancy Corp.





Diamond Bar, California


March 20, 2011





F-1




OMPHALOS, CORP.


CONSOLIDATED BALANCE SHEETS





December 31,


December 31,2010


2009AssetsCurrent AssetsCash and cash equivalents

$
2,005,838


$
1,968,816Accounts receivable, net


47,639



524,128Inventory, net


1,593,256



1,565,424Prepaid and other current assets


500,007



352,434Total current assets


4,146,740



4,410,802Leasehold Improvements and Equipment, net


4,856



7,476Intangible assets, net


41,636



37,326Deposits


25,415



67,740Total Assets

$
4,218,647


$
4,523,344Liabilities and Shareholders' EquityCurrent LiabilitiesAccounts payable

$
384,740


$
309,174Accrued salaries and bonus


31,966



34,350Accrued expenses


97,568



34,874Total current liabilities


514,274



378,398Shareholders’ EquityCommon stock, $0.0001 par value, 120,000,000 shares authorized, 30,063,759 shares issued and outstanding as of December 31, 2010 and December 31, 2009


3,007



3,007Additional paid-in capital


47,523



47,523Other comprehensive income


588,359



226,760Retained earnings


3,065,484



3,867,656Total shareholders' equity


3,704,373



4,144,946Total Liabilities and Shareholders' Equity

$
4,218,647


$
4,523,344




The Accompanying Notes Are an Integral Part of the Financial Statements.


F-2





OMPHALOS, CORP.


CONSOLIDATED STATEMENTS OF OPERATIONS


FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009





2010


2009Revenues:Sales of goods, net

$
929,917


$
1,931,751Total revenues


929,917



1,931,751Operating costs and expenses:Cost of sales


691,267



1,496,265Selling, general and administrative expenses


870,686



1,127,150Loss from operations


(632,036
)


(691,664
)Other income (expenses)Interest income


3,647



40,577loss on foreign currency exchange


(173,783
)


(90,550
)Miscellaneous income


-



791Total other income (expenses)


(170,136
)


(49,182
)Loss before provision for income taxes


(802,172
)


(740,846
)Provision for income taxes


-



-Net loss

$
(802,172
)

$
(740,846
)Weighted average number of common shares:Basic and diluted


30,063,759



30,063,759Net loss per share:Basic and diluted

$
(0.03
)

$
(0.02
)


The Accompanying Notes Are an Integral Part of the Financial Statements.


F-3





OMPHALOS, CORP.


CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY


AND COMPREHENSIVE INCOME


FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009





Common Stock


Additional


Retained


ComprehensiveShares


Amount


Paid-in Capital


Earning


Income


TotalBalance at December 31, 2008


30,063,759


$
3,007


$
47,523


$
4,608,502


$
161,930


$
4,820,962Translation adjustment


-



-



-



-



64,830



64,830Net loss


-



-



-



(740,846
)


-



(740,846
)Balance at December 31, 2009


30,063,759


$
3,007


$
47,523


$
3,867,656


$
226,760


$
4,144,946Translation adjustment


-



-



-



-



361,599



361,599Net loss


-



-



-



(802,172
)


-



(802,172
)Balance at December 31, 2010


30,063,759


$
3,007


$
47,523


$
3,065,484


$
588,359


$
3,704,373


The Accompanying Notes Are an Integral Part of the Financial Statements.


F-4





OMPHALOS, CORP.


STATEMENTS OF CASH FLOWS


FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009





2010


2009Cash flows from operating activitiesNet loss

$
(802,172
)

$
(740,846
)Adjustments to reconcile net income to net cash provided by (used in) operating activities:Amortization and depreciation


3,955



5,197Allowance for inventory value decline


(5,514
)


183,243Foreign currency exchange loss


173,783



90,550Changes in assets and liabilities:Decrease in accounts receivable


491,461



195,713Decrease (Increase) in inventory


128,464



(602,877
)(Increase) in prepaid and other assets


(57,629
)


(346,245
)Increase (Decrease) in accounts payable


40,664



(1,411,254
)Increase (Decrease) in accrued expenses


49,321



(26,732
)Net cash provided by (used in) operating activities


22,333



(2,653,251
)Cash flows from investing activitiesPayments of patent registration


(1,265
)


-Net cash used in investing activities


(1,265
)


-Cash flows from financing activitiesRepayments of loans to shareholders


-



200,601Net cash provided by financing activities


-



200,601Effect of exchange rate changes on cash and cash equivalents


15,954



(73,497
)Net increase (decrease) in cash and cash equivalents


37,022



(2,526,147
)Cash and cash equivalentsBeginning


1,968,816



4,494,963Ending

$
2,005,838


$
1,968,816Supplemental disclosure of cash flowsCash paid during the year for:Interest expense

$
-


$
-Income tax

$
-


$
-


The Accompanying Notes Are an Integral Part of the Financial Statements.


F-5





OMPHALOS, CORP.





NOTES TO FINANCIAL STATEMENTS


DECEMBER 31, 2010





NOTE 1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





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.





Accounting 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 Equivalents, and Long-term Investments— 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 receivable 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.




F-6




Inventory— Inventory is carried at the lower of cost or market. Cost is determined by using the specific identification method. The Company periodically reviews the age and turnover of its inventory to determine whether any inventory has become obsolete or has declined in value, and charges to operations for known and anticipated inventory obsolescence. Inventory consists substantially of finished goods and is net of an allowance for slow-moving inventory of $535,525 and $491,126 at December 31, 2010 and 2009, 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 yearsFurniture and fixtures
3 yearsMachinery and equipment
3 to 5 yearsLeasehold improvements
55 years





Property and Equipment (Continued)— 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.





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 tocustomers are included in net sales. Shipping and handling charges incurred by the Company are included in cost of good sold.




Research and Development Expenses— Research and development costs are generally expensed as incurred.




Advertising  Expense— Advertising costs are expensed as incurred. Advertising expense incurred for the years ended December 31, 2010 and 2009 totaled approximately $0 and $1,548, respectively.




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 December 31, 2010 and 2009.




F-7





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 years ended December 31, 2010 and 2009, the Company did not have any common equivalent shares.





Impairment of Long-Lived Assets— The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset.  ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell. Management has determined that no impairments of long-lived assets currently exist.





Concentrations —




Credit Risk:Financial instruments that subject the Company to credit risk consist primarily of trade accounts receivable and investments. The Company performs ongoing credit evaluations of its customers and maintains an allowance for potential credit losses. The Company regularly evaluates securities to determine whether there has been any diminution in value that is deemed to be other than temporary.





Customers: The Company sells equipments and parts to printed circuit board (PCB) manufacturers in Taiwan and China. The Company performs ongoing credit evaluations of its customers’ financial condition and generally, requires no collateral. For the year ended December 31, 2009, two customers, each of who accounted for more than 10% of the Company’s total revenues, represented approximately 81% of its total revenues, and 54% of accounts receivable in aggregate at December 31, 2009. For the year ended December 31, 2010, five customers, each of who accounted for more than 10% of the Company’s total revenues, represented approximately 93% of its total revenues, and 80% of accounts receivable in aggregate at December 31, 2010.




F-8





Sales for the year


A/R balance as ofCustomer


2010


2009


12/31/10


12/31/09A


$
395,115


$
1,014,619


$
-


$
181,443B


$
126,590


$
558,847


$
7,802


$
104,833C


$
121,264






$
24,151D


$
117,975






$
-E


$
101,280






$
5,844





Suppliers:For the year ended December 31, 2010, 78% of the Company’s inventory is purchased from one vendor. Management believes other vendors could supply similar products, but their terms may not be as favorable as currently being offered by this vendor. A change in suppliers, however, could cause a delay in availability of products and a possible loss of sales, which could adversely affect operating results.





Foreign-currency Transactions— Foreign-currency transactions are recorded in New Taiwan dollars (“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 dollars, 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 accounts of the Company was maintained, and its financial statements were expressed, in New Taiwan Dollar (“NTD”). Such financial statements were translated into U.S. Dollars (“$” or “USD”) in accordance ASC 830, "Foreign Currency Matters", with the NTD as the functional currency. According to the Statement, all assets and liabilities are translated at the current exchange rate, stockholder's equity are translated at the historical rates and income statement items are translated at an average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income as a component of shareholders’ equity.





Statement of Cash Flows— Cash flows from the Company's operations are based upon the local currencies. As a result, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheet.




Comprehensive Income— Comprehensive income includes accumulated foreign currency translation gains and losses. The Company has reported the components of comprehensive income on its statements of stockholders’ equity and comprehensive income (loss).




Fair Value of Financial Instruments— The carrying amounts of cash and cash equivalents, accounts receivable, deposits and accounts payable approximate their fair value because of the short maturity of those instruments.




F-9




The carrying amounts of the Company's long-term debt approximate their fair value because of the short maturity and/or interest rates which are comparable to those currently available to the Company on obligations with similar terms.




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.





NOTE 2.  PROPERTY AND EQUIPMENT




The following is a summary of the Company’s property and equipment for the years ended December 31:


2010


2009Machinery and equipment

$
69,800


$
63,310Leasehold improvements


3,967



3,59873,767



66,908Less: accumulated depreciation


(68,911
)


(59,432
)Property and equipment, net

$
4,856


$
7,476





NOTE 3.  OTHER INTANGIBLE ASSETS





The following reconciliation of other intangible assets is as follows:





Gross

Carrying

Value


Accumulated

AmortizationAmortized intangible assets:Patents

$
45,548


$
3,912





Amortization of intangible assets was $816 and $711 for the year ended December 31, 2010 and 2009, respectively.  Estimated annual amortization expense for the next five years is $816.





F-10


NOTE 4.  INCOME TAXES





Income before income taxes for the years ended December 31, 2010 and 2009 includes the results of operations of Taiwan and British Virgin Islands. Omphalos Corp. (B.V.I.) and All Fine Technology Co., Ltd. (B.V.I.) are incorporated in British Virgin Islands and are not required to pay income tax. Omphalos Corp. and All Fine Technology Co., Ltd. are incorporated in Taiwan and are subject to Taiwan tax law. The statutory tax rate under Taiwan tax law is 17%. Omphalos Corp. and All Fine Techonolgy Co., Ltd. incurred losses for the years 2010 and 2009. As a result, no tax liability was incurred. Omphalos Corp.’s losses were qualified for net operating losses carryforward for income tax purposes under Taiwan tax law. The Company believes that it is more likely than not that the net operating loss will not be utilized in the future. Therefore, the Company has provided full valuation allowance for the deferred tax assets arising from the losses as of December 31, 2010. The provision for income taxes calculated at the statutory rates in the combined statements of income is as follows for the years ended December 31:


2010


2009Current provision:Computed (provision for) income taxes at statutory rates in BVI

$
-


$
-Computed (provision for) income taxes at statutory rates in Taiwan


-



-Total current provision


-



-Deferred provision:


-



-BVI


-



-Taiwan- Net operating loss carryforward


38,917



37,839Valuation allowance


(38,917
)


(37,839
)Total deferred provision


-



-Provision for income taxes

$
-


$
-





NOTE 5.   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 $21,300 and $26,400 for the years ended December 31, 2010 and 2009, respectively. The Company has future minimum lease obligations of $21,300 and $1,775 for the twelve-month periods ended December 31, 2011 and 2012, respectively.


NOTE 6.  THER COMPREHENSIVE INCOME
 
 Balances of related after-tax components comprising accumulated other comprehensive income (loss), included in stockholders' equity, at December 31, 2010 and 2009 are as follows:


F-11




Foreign Currency

Translation

Adjustment


Accumulated Other

comprehensive

IncomeBalance at January 1, 2009

$
161,930


$
161,930Change for 2009


64,830



64,830Balance at December 31, 2009


226,760



226,760Change for 2010


361,599



361,599Balance at December 31, 2010

$
588,359


$
588,359




NOTE 7.  PENSION PLAN




Omphalos Corp. (Taiwan) and All Fine Technology Co., Ltd. (Taiwan) were required to make monthly contributions, equal to 2% of salaries and wages, to a pension fund that is administered by a pension fund monitoring committee and deposited in the Central Trust of China in the Republic of China (Taiwan).




Taiwan has a new pension scheme law effective July 1, 2005. The new pension scheme is a defined contribution scheme. All new employees who joined Omphalos Corp. (Taiwan) and All Fine Technology Co., Ltd. (Taiwan) after July 1, 2005 must participate in the new scheme. Existing employees can choose to stay with the old scheme or to join the new scheme. Under the new scheme, Omphalos Corp. (Taiwan) and All Fine Technology Co. (Taiwan) are required to contribute 6% of the employees’ salary into employees’ own pension fund accounts managed by the government.




Contributions to the pension plan totaled $16,905 and $24,767 for the years ended December 31, 2010 and 2009, respectively.





F-13