Current Report Filing (8-k)
January 04 2019 - 3:34PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported):
January
4, 2019 (December 17, 2018)
OMPHALOS, CORP.
(Exact name of registrant as specified in its charter)
Nevada
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84-1482082
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(State or other jurisdiction of incorporation or
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(I.R.S. Employer Identification No.)
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organization)
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Unit 2, 15 Fl., No. 83, Nankan Rd. Sec. 1,
Luzhu Dist., Taoyuan City, 33859, Taiwan
(Address of
principal executive offices, Zip Code)
011-886-3-322-9658
(Registrants telephone
number, including area code)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ] Written communications pursuant to Rule 425
under the Securities Act (17CFR230.425)
[ ] Soliciting material pursuant to Rule14a-12
under the Exchange Act (17CFR240.14a -12)
[ ] Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17CFR240.14d -2(b))
[ ] Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17CFR240.13e -4(c))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b -2
of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act. [ ]
Item 1.01 Entry into a Material Agreement
On November 30, 2018, a Debt Conversion Agreement (the Debt
Conversion Agreement) was entered into by and among Omphalos Corp. (the
Company), Omphalos Corp. (Taiwan), a Taiwanese company, one of the Companys
wholly-owned subsidiaries (the Omphalos TW), All Fine Technology Co., Ltd.
(Taiwan), a Taiwanese company, one of the Companys wholly-owned subsidiaries
(the All Fine TW), and Sheng-Peir Yang, the chief executive officer and
chairman of the Company, Omphalos TW, and All Fine TW (the Yang). Pursuant to
the Debt Conversion Agreement, the Company agreed to issue Yang 85,000,000
shares of its $0.0001 par value common stock at a conversion price of $0.001 per
share (the Shares) in exchange for Yangs forgiveness of $85,000 Yang provided
in the form of debt to fund the business operations of the Company, Omphalos TW,
and All Fine TW accrued as of September 30, 2018.
The foregoing description of the Debt Conversion Agreement is
qualified in its entirety by reference to the Debt Conversion Agreement, a copy
of which is attached hereto as Exhibit 10.1 and incorporated into this Item 1.01
by reference.
Item 3.02: Unregistered Sales of Equity Securities
As described above in Item 1.01, the Company agreed to issue
85,000,000 Shares to Yang in exchange for his forgiveness of approximately
$85,000 of debt accrued as of September 30, 2018.
In the sale and issuance of the Shares, no general solicitation
was made either by the Company or by any person acting on our behalf. The
transactions were privately negotiated and did not involve any kind of public
solicitation. No underwriters or agents were involved in the foregoing sale and
issuance and the Company paid no underwriting discounts or commissions. The
securities were acquired for investment purposes only and not with a view to, or
for sale in connection with, any distribution thereof, and contains customary
restrictions on transfer. The issuances were approved by the Board. These Shares
were issued without registration under the Securities Act of 1933, as amended,
(the Securities Act) in reliance upon the exemptions provided in Section
4(a)(2) and Regulation S thereunder.
The foregoing description of the Debt Conversion Agreement is
qualified in its entirety by reference to the Debt Conversion Agreement, a copy
of which are attached hereto as Exhibit 10.1 and incorporated into this Item
3.02 by reference.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January 4, 2019
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OMPHALOS, CORP.
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By:
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/s/
Sheng-Peir Yang
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Sheng-Peir Yang
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Chief Executive Officer,
President and Chairman of
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the Board
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By:
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/s/
Pi-Yun Chu
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Pi-Yun Chu
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Chief Financial Officer, Chief
Accounting Officer
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and Director
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