**EXHIBIT
      31.2**





CERTIFICATION





I,
      Chu Pi
      Yun, Chief Financial Officer of Omphalos, Corp., certify that:





1.
      I have
      reviewed this quarterly report on Form 10-Q of Omphalos, Corp. for the quarter
      ended March 31, 2008





2.
      Based
      on my knowledge, this report does not contain any untrue statement of a material
      fact or omit to state a material fact necessary to make the statements made,
      in
      light of the circumstances under which such statements were made, not misleading
      with respect to the period covered by this report;





3.
      Based
      on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the financial
      condition, results of operations and cash flows of the small business issuer
      as
      of, and for, the periods presented in this report;





4.
      The
      small business issuer's other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as defined
      in
      Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and
      have:





(a)
      designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure that
      material information relating to the small business issuer is made known to
      us
      by others, particularly during the period in which this report is being
      prepared;





(b)
      designed such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial reporting
      and the preparation of financial statements for external purposes in accordance
      with generally accepted accounting principles; and




(c)
      evaluated the effectiveness of the small business issuer's disclosure controls
      and presented in this report our conclusions about the effectiveness of the
      disclosure controls and procedures, as of the end of the period covered by
      this
      report based on such evaluation; and




(d)
      disclosed in this report any change in the small business issuer's internal
      control over financial reporting that occurred during the small business
      issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
      quarter in the case of an annual report) that has materially affected, or is
      reasonably likely to materially affect, the small business issuer's internal
      control over financial reporting.





5.    The
      registrant’s other certifying officer and I have disclosed, based on our most
      recent evaluation, to the registrant’s auditors and the audit committee of the
      registrant’s board of directors (or persons performing the equivalent function):




a)
      all
      significant deficiencies in the design or operation of internal controls which
      could adversely affect the registrant’s ability to record, process, summarize
      and report financial data and have identified for the registrant’s auditors any
      material weaknesses in internal controls; and




b)
      any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the registrant’s internal controls over financial
      reporting.





May
      14,
      2008




/s/
                Chu Pi YunChu
                Pi Yun
              Chief
                Financial Officer