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

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of ~~earliest~~Earliest ~~event~~Event ~~reported~~Reported): ~~January 4,~~May ~~2019 (December 17~~15, ~~2018)~~2020

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

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

(Exact name of registrant as specified in its charter)

Unit 2, 15 Fl., No. 83, Nankan Rd. Sec. 1, Luzhu Dist., Taoyuan City, 33859, Taiwan (Address of principal executive offices, Zip Code)

Nevada		000-32341		84-1482082
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

~~011-886-3-322-9658~~Unit ~~(Registrant’s~~2, ~~telephone number~~15 Fl., ~~including~~No. ~~area~~83, ~~code)~~Nankan Rd. Sec. 1, Luzhu Dist., Taoyuan City, 33859, Taiwan

~~Check~~(Address ~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation~~ of ~~the~~Principal ~~registrant~~Executive ~~under any of the following provisions:~~ Offices)

~~[ ]~~011-886-3-322-9658 ~~Written~~(Issuer's ~~communications~~telephone ~~pursuant to Rule 425 under the Securities Act (17CFR230.425~~number)

~~[ ]~~___________________________________________________(Former ~~Soliciting~~name ~~material~~or ~~pursuant~~former toaddress, ~~Rule14a-12 under~~if ~~the~~changed ~~Exchange~~since ~~Act~~last ~~(17CFR240.14a -12~~report)

~~[ ]~~Check ~~Pre~~the appropriate box below if the Form 8-~~commencement~~K ~~communications~~filing ~~pursuant~~is intended to ~~Rule~~ ~~14d-2(b)~~simultaneously ~~under~~satisfy the ~~Exchange~~filing ~~Act~~obligation ~~(17CFR240.14d~~to ~~-2(b))~~the registrant under any of the following provisions:

~~[ ]~~☐ ~~Pre-commencement~~Written communications pursuant to Rule ~~13e-4(c)~~425 under the ~~Exchange~~Securities Act (~~17CFR240.13e~~17 ~~-4(c))~~CFR 230.425)

~~Indicate~~☐ bySoliciting ~~check~~material ~~mark~~pursuant ~~whether~~to ~~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~~14a-212 ofunder the ~~Securities~~ Exchange Act of(17 ~~1934~~CFR (§240.~~12b~~ 14a-~~2 of this chapter~~12).

~~Emerging~~☐ ~~growth~~Pre-commencement ~~company~~communications ~~[ ]~~pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

If☐ anPre-commencement ~~emerging~~communications ~~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~~ 13Rule 13e-4(ac) ofunder the Exchange Act. ~~[ ]~~(17 CFR 240.13e-4(c))

~~Item~~Indicate 1by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.01405 ~~Entry~~of ~~into~~this achapter) ~~Material~~or ~~Agreement~~Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

OnEmerging ~~November~~growth ~~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 Company’s wholly-owned subsidiaries (the “Omphalos TW”), All Fine Technology Co., Ltd. (Taiwan), a Taiwanese company, one of the Company’s 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 Yang’s 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~~If ~~foregoing~~an ~~description~~emerging ofgrowth ~~the~~company, ~~Debt~~indicate ~~Conversion~~by ~~Agreement~~check ~~is qualified~~mark inif ~~its~~the ~~entirety~~registrant byhas ~~reference~~elected not to use the ~~Debt~~extended ~~Conversion~~transition ~~Agreement,~~period afor ~~copy of~~complying ~~which~~with isany ~~attached~~new ~~hereto~~or asrevised ~~Exhibit~~financial ~~10.1~~accounting ~~and~~standards ~~incorporated~~provided ~~into~~pursuant ~~this~~to ~~Item~~Section ~~1.01 by~~13(a) ~~reference~~of the Exchange Act. ☐

~~Item~~Securities ~~3.02:~~registered ~~Unregistered~~pursuant ~~Sales~~to Section 12(b) of ~~Equity~~the ~~Securities~~Act:

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.

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001		OMPS		OTCQB

InItem ~~the sale and issuance of the Shares, no general solicitation was made either by the Company or by any person acting on our behalf~~7.01 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 SFD ~~thereunder~~Disclosure.

~~The~~Omphalos, ~~foregoing~~Corp. ~~description~~(the of"Company") is providing the ~~Debt~~following ~~Conversion~~update ~~Agreement~~on ~~is qualified~~the infiling of its ~~entirety~~Form by10-Q ~~reference~~for to the ~~Debt~~quarter ~~Conversion~~ended ~~Agreement~~March 31, 2020 (the "10-Q"). As a ~~copy~~ result of ~~which~~the ~~are~~global ~~attached~~outbreak ~~hereto~~of the COVID-19 pandemic, the Company is relying on the Order (as ~~Exhibit~~defined below) and filing this Current Report on Form 8-K to announce its intention to file the 10-Q on June 29, rather than May 15, 2020, the deadline for non-accelerated filers such as the Company.1 This delay is necessitated by the additional time required by our workforce, who have been largely working remotely during the COVID-19 pandemic, to complete the processes necessary for our internal controls and ~~incorporated~~preparation ~~into~~of ~~this~~our ~~Item 3~~financial statements.02 The Company had initially planned to avail itself of the five day filing extension provided by ~~reference.~~Rule 12b-25 under the Exchange Act to file the 10-Q, but the Company now believes that it will not be able to file the 10-Q by the prescribed date, taking into account the extension normally available under Rule 12b-25 under the Exchange Act, without unreasonable effort or expense.

~~ITEM~~On 9March 4, 2020 the Securities and Exchange Commission (the "Commission") issued an Order (Release No.01 ~~Financial~~34-88318) ~~Statements~~under Section 36 of the Exchange Act granting exemptions from specified provisions of the Exchange Act and ~~Exhibits~~certain rules thereunder (the "Order"). The Order provides that a registrant subject to the reporting requirements of Exchange Act Section 13(a) or 15(d), and any person required to make any filings with respect to such a registrant, is exempt from any requirement to file or furnish materials with the Commission under Exchange Act Sections 13(a), 13(f), 13(g), 14(a), 14(c), 14(f), 15(d) and Regulations 13A, Regulation 13D-G (except for those provisions mandating the filing of Schedule 13D or amendments to Schedule 13D), 14A, 14C and 15D, and Exchange Act Rules 13f-1, and 14f-1, as applicable, where certain conditions are satisfied.

~~(d)~~Item ~~Exhibits~~8.01 Other Events.

Exhibit
Number		Description
10.1		Debt Conversion Agreement dated November 30, 2018 by and among OMPHALOS, CORP., Sheng-Peir Yang, Omphalos Corp. (Taiwan), and All Fine Technology Co., Ltd. (Taiwan).

The Company is supplementing the risk factors previously disclosed in its most recent periodic reports filed under the Exchange Act with the following risk factor:

~~SIGNATURES~~Unfavorable global economic conditions, including as a result of health and safety concerns, could adversely affect our business, financial condition or results of operations.

~~Pursuant~~Our toresults of operations could be adversely affected by general conditions in the ~~requirements~~global economy, including conditions that are outside of our control, such as the ~~Securities~~impact ~~Exchange~~of ~~Act~~health and safety concerns from the outbreak of ~~1934,~~ COVID-19. The outbreak in China has resulted in the ~~registrant~~temporary closures of factories as mandated by the provincial governments in various provinces of China from late January to March, which has ~~duly~~adversely ~~caused~~affected ~~this~~our ~~report~~ability to supply equipment, services and related products to our customers. Due to the Chinese factories' shutdowns and traffic restrictions during the outbreak in China and potential shutdowns and traffic restrictions in the countries where our suppliers are located, our supply chain and business operations of our suppliers may be ~~signed~~affected. Disruptions from the closure of supplier and manufacturer facilities, interruptions in the supply of raw materials and components, personnel absences, or restrictions on ~~its~~the ~~behalf~~shipment byof our or our suppliers' or customers' products, could have adverse ripple effects on our manufacturing output and delivery schedule. We also face difficulties in collecting our accounts receivables due to the ~~undersigned~~ ~~hereunto~~effects ~~duly~~of ~~authorized~~COVID-19 on our customers and risk gaining a large amount of bad debt. Global health concerns, such as COVID-19, could also result in social, economic, and labor instability in the countries and localities in which we or our suppliers and customers operate.

~~Date:~~Although ~~January~~China 4has already begun to recover from the outbreak of COVID-19, ~~2019~~the ~~OMPHALOS~~epidemic continues to spread on a global scale and there is the risk of the epidemic returning to China in the future, ~~CORP~~thereby causing further business interruption. While the potential economic impact brought by and the duration of COVID-19 may be difficult to assess or predict, a widespread pandemic could result in significant disruption of global financial markets, reducing our ability to access capital, which could in the future negatively affect our liquidity. In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect our business and the value of our common stock. If our future sales continue to decline significantly, we may risk facing bankruptcy due to our recurring fixed expenses. The extent to which COVID-19 impacts our results will depend on many factors and future developments, including new information about COVID-19 and any new government regulations which may emerge to contain the virus, among others.

~~By: /s/ Sheng~~Forward-~~Peir~~Looking ~~Yang Sheng-Peir Yang Chief Executive Officer, President and Chairman of the Board By: /s/ Pi-Yun Chu Pi-Yun Chu Chief Financial Officer, Chief Accounting Officer and Director~~Statements

Statements in this Current Report on Form 8-K are "forward-looking statements" as the term is defined under applicable securities laws. These statements include the anticipated timing of the filing of Company's quarterly and annual statements under the Exchange Act; the expected impact of the COVID-19 virus outbreak on the Company's financial reporting capabilities and its operations generally and the potential impact of such virus on the Company's customers, distribution partners, advertisers and production facilities and other third parties. These and other forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those statements. Such risks and uncertainties are, in many instances, beyond the Company's control. Forward-looking statements, which are presented as of the date of this filing, will not be updated to reflect events or circumstances after the date of this statement except as required by law.

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: May 15, 2020		OMPHALOS, CORP.
	By:	/s/ Sheng-Peir Yang
		Sheng-Peir Yang
		Chief Executive Officer, President and Chairman of the Board

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