UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-Q/A




(Mark
      One)x
            QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
              
              FOR
      THE QUARTERLY PERIOD ENDED MARCH 31, 2008o
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
              
              FOR
      THE TRANSITION PERIOD FROM __________ TO __________
              
              COMMISSION
      FILE NUMBER ________________




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)





Soyodo
Group Holdings, Inc.


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





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





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer o
            Accelerated
      filer oNon-accelerated
      filer o
            Smaller
      reporting company x





Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes o  No x




The
number of shares of registrant’s common stock outstanding, as of May 6, 2008 was
30,063,759








The
quarterly report of Omphalos, Corp. (the “Company”), for the fiscal quarter
ended March 31, 2008, filed on Form 10-Q with the Securities and Exchange
Commission (the “SEC”) on May 15, 2008, is hereby amended to provide amended
financial statements and financial statement disclosure, and provide revised
Section 302 Certifications, filed herewith as Exhibit 31.1 and Exhibit 31.2, and
revised Section 906 Certifications, filed herewith as Exhibit 32.1 and 32.2, in
each case compliant with the requirements for Section 302 Certifications and
Section 906 Certifications, respectively.








PART
I - FINANCIAL INFORMATION




Item 1.  Financial
Statements.


OMPHALOS,
CORP.
 
 CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31,
2008
  1
 
 CONTENTS
 PageCondensed
      Consolidated Balance Sheets
                      
                      3 -
      4Condensed
      Consolidated Statements of Operations (As Restated)
                      
                      5Condensed
      Consolidated Statements of Shareholders' Equity and Comprehensive
      Income
                      
                      6Condensed
      Consolidated Statements of Cash Flows
                      
                      7Notes
      to Consolidated Financial Statements
                      
                      8-
      14
  2
 
 OMPHALOS,
CORP.
 (FORMERLY
SOYODO GROUP HOLDINGS, INC.)
 CONDENSED
CONSOLIDATED BALANCE SHEETS
 
 March 31,
                        
                        
                        December 31,2008
                        
                        
                        2007(Unaudited)AssetsCurrent
      AssetsCash
      and cash equivalents
                        
                        $
                        3,972,249
                        
                        
                        $
                        2,783,243Accounts
      receivable, net
                        
                        
                        2,383,066
                        
                        
                        
                        3,892,353Inventory,
      net
                        
                        
                        916,374
                        
                        
                        
                        657,788Prepaid
      and other current assets
                        
                        
                        173,089
                        
                        
                        
                        132,508Due
      from shareholders
                        
                        
                        95,520
                        
                        
                        
                        -Total
      current assets
                        
                        
                        7,540,298
                        
                        
                        
                        7,465,892Leasehold
      Improvements and Equipment, net
                        
                        
                        13,519
                        
                        
                        
                        13,808Intangible
      assets, net
                        
                        
                        35,958
                        
                        
                        
                        29,946Deposits
                        
                        
                        28,116
                        
                        
                        
                        -Long-term
      investments
                        
                        
                        300,230
                        
                        
                        
                        1,100,704Total
      Assets
                        
                        $
                        7,918,121
                        
                        
                        $
                        8,610,350
 
 The
Accompanying Notes Are an Integral Part of the Financial
Statements.
  3
 
 OMPHALOS,
CORP.
 (FORMERLY
SOYODO GROUP HOLDINGS, INC.)
 CONDENSED
CONSOLIDATED BALANCE SHEETS
 
 March 31,
                      
                      
                      December
      31,2008
                      
                      
                      2007(Unaudited)Liabilities
      and Shareholders' EquityCurrent
      LiabilitiesAccounts
      payable
                      
                      $
                      4,001,346
                      
                      
                      $
                      3,940,816Accrued
      salaries and bonus
                      
                      
                      45,321
                      
                      
                      
                      42,081Accured
      expenses
                      
                      
                      44,164
                      
                      
                      
                      180,841Total
      current liabilities
                      
                      
                      4,090,831
                      
                      
                      
                      4,163,738Shareholders'
      EquityCommon
      stock, $0.0001 par value, 120,000,000 shares authorized, 81,996,275 and
      90,191,275 shares issued and outstanding as of December 31, 2007 and March
      31, 2008, respectively
                      
                      
                      9,020
                      
                      
                      
                      8,200Additional
      paid-in capital
                      
                      
                      41,510
                      
                      
                      
                      41,800Other
      comprehensive income
                      
                      
                      443,681
                      
                      
                      
                      211,407Retained
      earnings
                      
                      
                      3,333,079
                      
                      
                      
                      4,185,205Total
      shareholders' equity
                      
                      
                      3,827,290
                      
                      
                      
                      4,446,612Total
      Liabilities and Shareholders' Equity
                      
                      $
                      7,918,121
                      
                      
                      $
                      8,610,350
 
 The
Accompanying Notes Are an Integral Part of the Financial
Statements.
  4
 
 OMPHALOS,
CORP.
 (FORMERLY
SOYODO GROUP HOLDINGS, INC.)
 CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
 For the
Three Months Ended March 31, 2008 and 2007
 (Unaudited)
 
 March 31, 2008
                    
                    
                    March 31, 2007(As restated,
                    
                    
                    (As restated,see Note 6)
                    
                    
                    see Note 6)Revenues:Sales
      of goods, net
                    
                    $
                    1,543,978
                    
                    
                    $
                    810,322Other
      operating income
                    
                    
                    3,171
                    
                    
                    
                    -Total
      revenues
                    
                    
                    1,547,149
                    
                    
                    
                    810,322Operating
      costs and expenses:Cost
      of sales
                    
                    
                    1,210,768
                    
                    
                    
                    531,377Selling,
      general and administrative expenses
                    
                    
                    421,605
                    
                    
                    
                    410,160Loss
      from operations
                    
                    
                    (85,224
                    )
                    
                    
                    (131,215
                    )Other
      income (expenses)Interest
      income
                    
                    
                    4,759
                    
                    
                    
                    71,606Gain
      (loss) on foreign currency exchange
                    
                    
                    (589,943
                    )
                    
                    
                    183,244Gain
      on investment
                    
                    
                    -
                    
                    
                    
                    15,879Miscellaneous
      income
                    
                    
                    -
                    
                    
                    
                    1,590Total
      other income
                    
                    
                    (585,184
                    )
                    
                    
                    272,319Income
      (loss) before provision for income taxes
                    
                    
                    (670,408
                    )
                    
                    
                    141,104Provision
      for income taxes
                    
                    
                    -
                    
                    
                    
                    -Net
      Income (loss)
                    
                    $
                    (670,408
                    )
                    
                    $
                    141,104Weighted
      average number of common shares:Basic
      and diluted
                    
                    
                    28,983,099
                    
                    
                    
                    27,332,092Not
      income (loss) per share:Basic
      and diluted
                    
                    $
                    (0.02
                    )
                    
                    $
                    0.01
 
 The
Accompanying Notes Are an Integral Part of the Financial
Statements.
  5
 
 OMPHALOS,
CORP.
 (FORMERLY
SOYODO GROUP HOLDINGS, INC.)
 CONDENSED
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
 AND
COMPREHENSIVE INCOME
 For the
Three Months Ended March 31, 2008
 (Unaudited)
 
 Common Stock
                    
                    
                    Additonal
                    
                    
                    Retained
                    
                    
                    ComprehensiveShares
                    
                    
                    Amount
                    
                    
                    Paid-in Capital
                    
                    
                    Earning
                    
                    
                    Income (Loss)
                    
                    
                    TotalBalance
      at December 31, 2007
                    
                    
                    81,996,275
                    
                    
                    $
                    8,200
                    
                    
                    $
                    41,800
                    
                    
                    $
                    4,185,205
                    
                    
                    $
                    211,407
                    
                    
                    $
                    4,446,612Reorganization
      and recapitalization
                    
                    
                    8,195,000
                    
                    
                    
                    820
                    
                    
                    
                    (290
                    )
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    530Dividend
      Distributions
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (181,718
                    )
                    
                    
                    -
                    
                    
                    
                    (181,718
                    )Translation
      adjustment
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    232,274
                    
                    
                    
                    232,274Net
      loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (670,408
                    )
                    
                    
                    -
                    
                    
                    
                    (670,408
                    )Balance
      at March 31, 2008
                    
                    
                    90,191,275
                    
                    
                    $
                    9,020
                    
                    
                    $
                    41,510
                    
                    
                    $
                    3,333,079
                    
                    
                    $
                    443,681
                    
                    
                    $
                    3,827,290
 
 The
Accompanying Notes Are an Integral Part of the Financial
Statements.
  6
 
 OMPHALOS,
CORP.
 (FORMERLY
SOYODO GROUP HOLDINGS, INC.)
 CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the
Three Months Ended March 31, 2008 and 2007
 (Unaudited)
  March 31, 2008
                  
                  
                  March 31, 2007Cash
      flows from operating activitiesNet
      income (loss)
                  
                  $
                  (670,408
                  )
                  
                  $
                  141,104Adjustments
      to reconcile net income to net cash provided by operating
      activities:Amortization
      and depreciation
                  
                  
                  1,339
                  
                  
                  
                  3,579Loss
      due to inventory value decline
                  
                  
                  5,823
                  
                  
                  
                  -Gain
      on sales of property
                  
                  
                  (3,171
                  )
                  
                  
                  -Foreign
      currency exchange (gains)
                  
                  
                  589,943
                  
                  
                  
                  (183,244
                  )Changes
      in assets and liabilities:Decrease
      in accounts receivable
                  
                  
                  1,715,787
                  
                  
                  
                  183,623(Increase)
      Decrease in inventory
                  
                  
                  (210,632
                  )
                  
                  
                  120,098Decrease
      in prepaid and other assets
                  
                  
                  (57,254
                  )
                  
                  
                  (53,428
                  )(Decrease)
      in accounts payable
                  
                  
                  (206,931
                  )
                  
                  
                  (1,185,430
                  )(Decrease)
      in accrued expenses
                  
                  
                  (143,536
                  )
                  
                  
                  (810,357
                  )Net
      cash provided by (used in) operating activities
                  
                  
                  1,020,960
                  
                  
                  
                  (1,784,055
                  )Cash
      flows from investing activitiesMaturities
      of held-to-maturity securities
                  
                  
                  845,135
                  
                  
                  
                  272,246Acquisition
      of patents
                  
                  
                  (3,906
                  )
                  
                  
                  -Proceeds
      received from disposition of assets
                  
                  
                  3,171.00
                  
                  
                  
                  0Net
      cash provided by (used in) investing activities
                  
                  
                  844,400
                  
                  
                  
                  272,246Cash
      flows from financing activitiesDue
      to (from) related parties
                  
                  
                  (92,009
                  )
                  
                  
                  564,506Dividend
      distributions
                  
                  
                  (181,718
                  )
                  
                  
                  -Capital
      contribution
                  
                  
                  -
                  
                  
                  
                  96,789.00Net
      cash provided by (used in) financing activities
                  
                  
                  (273,727
                  )
                  
                  
                  661,295Effect
      of exchange rate changes on cash and cash equivalents
                  
                  
                  (402,627
                  )
                  
                  
                  46,808Net
      increase (decrease) in cash and cash equivalents
                  
                  
                  1,189,006
                  
                  
                  
                  (803,706
                  )Cash
      and cash equivalentsBeginning
                  
                  
                  2,783,243
                  
                  
                  
                  9,124,178Ending
                  
                  $
                  3,972,249
                  
                  
                  $
                  8,320,472Supplemental
      disclosure of cash flowsCash
      paid during the year for:Interest
      expense
                  
                  $
                  -
                  
                  
                  $
                  -Income
      tax
                  
                  $
                  -
                  
                  
                  $
                  -Supplemental
      disclosure of noncash investing activityShares
      issued for acquisition of Soyodo Group Holdings, Inc.
                  
                  $
                  530
                  
                  
                  $
                  -
  The
Accompanying Notes Are an Integral Part of the Financial
Statements.
  7
 
 OMPHALOS,
CORP.
 (FORMERLY
SOYODO GROUP HOLDINGS, INC.)
 NOTES TO
THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 March 31,
2008
 
 1.
              ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
 
 Basis of
Presentation— The accompanying unaudited interim financial statements
have been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission and generally accepted accounting principles for interim
financial reporting. Accordingly, they do not include all the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring adjustments) considered necessary for fair presentation have
been included. Operating results for the three-month period ended March 31, 2008
are not necessarily indicative of the results that may be expected for the year
ended December 31, 2008.
 
 Organization— 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.
 
 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. Also,
the Shareholders were elected directors of the Company, subject to Soyodo’s
disclosure obligations under the Securities Exchange Act of 1934, as amended,
and appointed as its executive officers. 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.
  8
 
 1.
              ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  (CONTINUED)
 
 Organization
(Continued)—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.
 
 Omphalos
Corp. (B.V.I.) was incorporated on October 30, 2001 under the laws of the
British Virgin Islands. Omphalos Corp. (Taiwan) 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. These companies were under common control
and owned by same shareholders. On July 4, 2007, Omphalos Corp. (BVI) acquired
Omphalos Corp. (Taiwan) and All Fine Technology Co. Ltd. (Taiwan) by paying
$334,215 in cash to the shareholders. On October 19, 2007 Omphalos Corp. (BVI)
completed the purchase of All Fine Technology Co. Ltd. (BVI) by paying
$2,095,230 in cash to the shareholders. Omphalos Corp. (B.V.I) became the 100%
shareholder of the other three entities. Pursuant to the common control and
ownership of these four entities, the distributions to shareholders are similar
to dividend distributions in essence.
 
 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. Collectively
Omphalos, Corp. (formerly Soyodo Group Holdings Inc.) and these four
corporations are referred to herein as the "Company".
 
 Basis of
Consolidation / Combination— The aforementioned stock exchange
transaction made Omphalos Corp. (B.V.I.) a wholly owned subsidiary of Soyodo
after issuing 81,996,275 shares of Soyodo's common stock and resulted in the
shareholders of Omphalos (B.V.I.) obtaining a majority voting interest in
Soyodo. Accounting principles generally accepted in the United States require an
assessment of which entity is considered the accounting acquirer when an
exchange of stock occurs regardless of the legal form of the acquisition. The
factors to consider include which entity's shareholders will own the majority of
the voting common stock after the acquisition and the composition of the
governing body and the management of the company after the acquisition. Omphalos
was determined to be the acquirer for accounting purposes. Additionally, when an
acquisition takes place between a company with minimal or no operations (a shell
company) and an operating company, the transaction is treated as a
recapitalization rather than a business combination. As Soyodo is considered to
be a shell company, the transaction was treated as a recapitalization of
Omphalos Corp. (B.V.I.).
 
 Omphalos
Corp. (B.V.I.) is the continuing operating entity for financial reporting
purposes, and the financial statements prior to March 31, 2008 represent
Omphalos Corp. (B.V.I.)' financial position and results of operations. As of
March 31, 2008, Soyodo had net assets of $530 with 8,195,000 shares of common
stock outstanding, all of which were included in the consolidated financial
statements of Omphalos. Please see the unaudited stockholders' equity statement
for the period from January 1, 2008 to March 31, 2008.
  9
 
 1.
              ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  (CONTINUED)
 
 Basis of
Consolidation / Combination (Continued)—For the period ended March 31,
2007, the financial statements include the combined accounts of Omphalos Corp.
(B.V.I.), Omphalos Corp. (Taiwan), All Fine Technology Co., Ltd. (Taiwan), and
All Fine Technology Co., Ltd.(B.V.I.). There companies were under common control
and ownership. During the year 2007, these companies reorganized and Omphlaos
Corp. (B.V.I.) becomes the sole owner of all of the outstanding shares of
Omphalos Corp. (Taiwan), All Fine Technology Co., Ltd. (Taiwan), and All Fine
Technology Co., Ltd. (B.V.I.). For the period ended March 31, 2008, the
consolidated financial statements include the accounts of Omphalos Corp.
(B.V.I.) and its wholly owned subsidiaries.  All significant
intercompany accounts and transactions are eliminated.
 
 Use of Estimates— The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
  Cash 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.
 
 Long-term
investments consist of certificates of deposit (CDs) with maturities in excess
of one year.
 
 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 $207,719
and $188,503 at March 31, 2008 and December 31, 2007, respectively.
  Intangible Assets—Include cost of patent applications that are deferred and charged to
operations over their useful lives. The accumulated amortization is $1,482 and
$1,259 at March 31, 2008 and December 31, 2007, respectively. Annual
amortization expense of such intangible assets is expected to be $575 per year
for the next five years.
 
 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.
  10
 
 1.
              ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  (CONTINUED)
 
 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
March 31, 2008 and December 31, 2007 the exchange rates between the NTD and the
USD ($) were NTD1=$0.03292. and NTD1=$0.03077, respectively The weighted-average
rates of exchange between NTD and USD were NTD1=$0.03171 and NTD1=$0.03037 for
the three months ended March 31, 2008 and March 31, 2007, respectively. Total
translation adjustment recognized as of March 31, 2008 and December 31, 2007 is
$443,681 and $211,407, respectively.
  Recently
Issued Accounting Pronouncements—In September 2006, the FASB
issued SFAS No. 157, Fair
Value Measurements, which defines fair value, establishes a framework for
measuring fair value in accordance with generally accepted accounting principles
and expands disclosures about fair value measurements. SFAS 157 is effective
January 1, 2008. In February 2008, the FASB deferred for one year the effective
date of SFAS 157 only with respect to nonfinancial assets and nonfinancial
liabilities that are recognized or disclosed at fair value in the financial
statements on a nonrecurring basis, and removed certain leasing transactions
from the scope of SFAS 157. The Company has adopted SFAS 157 in its financial
statements. The adoption of SFAS 157 does not have a material impact on its
financial statements.
  In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities - including an amendment to FASB Statement No.
115, which permits entities to choose to measure many financial
instruments and certain other items at fair value that are not currently
required to be measured at fair value. SFAS 159 is effective January 1, 2008.
The adoption of SFAS 159 does not have a material impact on its financial
statements.
  In
December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations, ("SFAS
141R"), which changes how business combinations are accounted for and will
impact financial statements both on the acquisition date and in subsequent
periods. SFAS 141R is effective January 1, 2009, and will be applied
prospectively. The impact of adopting SFAS 141R will depend on the nature and
terms of future acquisitions.
  In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements, which changes the accounting and
reporting standards for the noncontrolling interests in a subsidiary in
consolidated financial statements. SFAS 160 recharacterizes minority interests
as noncontrolling interests and requires noncontrolling interests to be
classified as a component of shareholders' equity. SFAS 160 is effective January
1, 2009 and requires retroactive adoption of the presentation and disclosure
requirements for existing minority interests. The Company is currently
evaluating the impact of SFAS 160 on its consolidated financial
statements.
  11
 
 2.
                RELATED-PARTY
      TRANSACTIONS
  Operating
Leases—The Company leases its facility from a shareholder under an
operating lease agreement which expires on December 31, 2008. The monthly base
rent is approximately $2,200. Rent expense under this lease agreement amounted
to approximately $6,600 and $6,600 for the periods ended March 31, 2008 and
2007, respectively.
  Advances to /
from Shareholders –The advances to or from shareholders are non-interest
bearing and without fixed terms of repayment.
  3.
              OTHER
      COMPREHENSIVE INCOME
  Balances
of related after-tax components comprising accumulated other comprehensive
income (loss), included in stockholders' equity, at March 31, 2008 and December
31, 2007 are as follows:
  Foreign Currency
                                      Translation Adjustment
                                    
                                    
                                    Accumulated Other
                                      Comprehensive IncomeBalance
      at December 31, 2007
                                    
                                    $
                                    211,407
                                    
                                    
                                    $
                                    211,407Change
      for the period
                                    
                                    
                                    232,274
                                    
                                    
                                    $
                                    232,274Balance
      at March 31, 2008
                                    
                                    $
                                    443,681
                                    
                                    
                                    $
                                    443,681
 
 4.
                FAIR
      VALUE MEASUREMENTS
 
 The
Company adopted SFAS No. 157, effective January 1, 2008. SFAS No. 157 applies to
“Long-term investments”, which were composed of certificates of deposit that
were measured and reported on a fair value basis.
 
 SFAS No.
157 defines fair value as the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market
participants at the measurement date.  In determining fair value of
certificates of deposit, the Company uses the market approach.  SFAS
No. 157 establishes a hierarchy which prioritizes the inputs to valuation
techniques used to measure fair value.  This hierarchy increases the
consistency and comparability of fair value measurements and related disclosures
by maximizing the use of observable inputs and minimizing the use of
unobservable inputs by requiring that observable inputs be used when
available.  Observable inputs are inputs that reflect the assumptions
market participants would use in pricing the assets or liabilities based on
market data obtained from sources independent of the
Company.  Unobservable inputs are inputs that reflect the Company’s
own assumptions about the assumptions market participants would use in pricing
the asset or liability developed based on the best information available in the
circumstances.  The hierarchy prioritizes the inputs into three broad
levels based on the reliability of the inputs as follows:
 
 Level 1 –
Inputs are quoted prices in active markets for identical assets or liabilities
that the Company has the ability to access at the measurement
date.  Valuation of these instruments does not require a high degree
of judgment as the valuations are based on quoted prices in active markets that
are readily and regularly available.  The Company does not currently
have any financial instruments utilizing Level 1 inputs.
  12
 
 4.
              FAIR
      VALUE MEASUREMENTS (CONTINUED)
 
 Level 2 –
Inputs other than quoted prices in active markets that are either directly or
indirectly observable as of the measurement date, such as quoted prices for
similar assets or liabilities; quoted prices in markets that are not active; or
other inputs that are observable or can be corroborated by observable market
data for substantially the full term of the assets or
liabilities.  The certificates of deposit, which were the only
component of long-term investments, utilized Level 2 inputs.  These
financial instruments are valued by quoted prices that are less frequent than
those in active markets or by models that use various assumptions that are
derived from or supported by data that is generally observable in the
marketplace.  Valuations in this category are inherently less reliable
than quoted market prices due to the degree of subjectivity involved in
determining appropriate methodologies and the applicable underlying
assumptions.
 
 Level 3 –
Valuations based on inputs that are unobservable and not corroborated by market
data.  The Company does not currently have any financial instruments
utilizing Level 3 inputs.  These financial instruments have
significant inputs that cannot be validated by readily determinable data and
generally involve considerable judgment by management.
 
 The
following table summarizes by level within the fair value hierarchy “Long-term
investments” as of March 31, 2008.
 
 Level 2
                        
                        
                        TotalLong-term
      InvestmentsCertificates
      of deposit
                        
                        $
                        300,230
                        
                        
                        $
                        300,230$
                        300,230
                        
                        
                        $
                        300,230
 
 5.
              SUBSEQUENT
      EVENTS
 
 Effective
April, 15, 2008, Soyodo Group Holdings, Inc. filed a Certificate of Amendment to
its Certificate of Incorporation with the Secretary of State of Delaware, to
effect a one (1) for three (3) reverse split of the issued and outstanding
common shares of Soyodo whereby every three shares of common stock held were
exchanged for one share of common stock. As a result, the issued and outstanding
shares of common stock were reduced from 90,191,276 prior to the reverse split
to approximately 30,063,759 following the reverse stock split. The authorized
capital remained at 120,000,000 shares of common stock and any shareholder who
beneficially owned a fractional share of common stock after the reverse stock
split had their fractional share rounded up to the nearest whole share. The
weighted average numbers of common shares used in the computations of basic and
diluted earnings per share have been adjusted for all periods presented to
reflect this reverse stock split.
 
 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.
  13
  6.
              RESTATEMENT
      OF FIANACIAL STATEMENTS
  The
Company concluded to reclassify its gain on disposal of fixed assets under
Revenue, previously reported under Other Income (Expenses) items, in its
statements of income. Also, the Company concluded to reclassify its loss due to
inventory value decline under Cost of Sales, previously reported under Other
Income (Expenses) items, in its statements of income. In addition, the Company
concluded to revise the weighted average shares and per share amounts for the
periods on the income statements to reflect the reverse stock split
retroactively as stated on Note 5. The following information discloses the
impact of these corrections on the statements of income for the three months
ended March 31, 2008 and March 31, 2007. These corrections did not change the
Company’s reported net income for the periods.
 
 For the Three Months Ended March 31, 2008
                      
                      
                      For the Three Months Ended March 31, 2007As Previously
                      
                      
                      
                      
                      
                      As
                      
                      
                      As Previously
                      
                      
                      
                      
                      
                      AsReported
                      
                      
                      Adjustments
                      
                      
                      Restated
                      
                      
                      Reported
                      
                      
                      Adjustments
                      
                      
                      RestatedRevenue:Sales
      of goods, net
                      
                      $
                      1,543,978
                      
                      
                      
                      
                      
                      $
                      1,543,978
                      
                      
                      $
                      810,322
                      
                      
                      
                      
                      
                      $
                      810,322Other
      operating income
                      
                      
                      -
                      
                      
                      
                      3,171
                      
                      
                      
                      3,171
                      
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      -Total
      revenues
                      
                      
                      1,543,978
                      
                      
                      
                      3,171
                      
                      
                      
                      1,547,149
                      
                      
                      
                      810,322
                      
                      
                      
                      
                      
                      
                      810,322Operating
      costs and expenses:Cost
      of sales
                      
                      
                      1,204,945
                      
                      
                      
                      5,823
                      
                      
                      
                      1,210,768
                      
                      
                      
                      531,377
                      
                      
                      
                      
                      
                      
                      531,377Selling,
      general and administrative expenses
                      
                      
                      421,605
                      
                      
                      
                      -
                      
                      
                      
                      421,605
                      
                      
                      
                      410,160
                      
                      
                      
                      
                      
                      
                      410,160Income
      from operations
                      
                      
                      (82,572
                      )
                      
                      
                      (2,652
                      )
                      
                      
                      (85,224
                      )
                      
                      
                      (131,215
                      )
                      
                      
                      
                      
                      
                      (131,215
                      )Other
      income (expenses)Interest
      income
                      
                      
                      4,759
                      
                      
                      
                      
                      
                      
                      
                      4,759
                      
                      
                      
                      71,606
                      
                      
                      
                      
                      
                      
                      71,606Gain
      (loss) on foreign currency exchange
                      
                      
                      (589,943
                      )
                      
                      
                      
                      
                      
                      
                      (589,943
                      )
                      
                      
                      183,244
                      
                      
                      
                      
                      
                      
                      183,244Gain
      on disposal of fixed assets
                      
                      
                      3,171
                      
                      
                      
                      (3,171
                      )
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      -Gain
      on investment
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      
                      -
                      
                      
                      
                      15,879
                      
                      
                      
                      
                      
                      
                      15,879Loss
      due to inventory value decline
                      
                      
                      (5,823
                      )
                      
                      
                      5,823
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      -Miscellaneous
      income
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      
                      -
                      
                      
                      
                      1,590
                      
                      
                      
                      
                      
                      
                      1,590Total
      other income
                      
                      
                      (587,836
                      )
                      
                      
                      2,652
                      
                      
                      
                      (585,184
                      )
                      
                      
                      272,319
                      
                      
                      
                      
                      
                      
                      272,319Income
      before provision for income taxes
                      
                      
                      (670,408
                      )
                      
                      
                      -
                      
                      
                      
                      (670,408
                      )
                      
                      
                      141,104
                      
                      
                      
                      
                      
                      
                      141,104Provision
      for income taxes
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      -Net
      Income
                      
                      $
                      (670,408
                      )
                      
                      $
                      -
                      
                      
                      $
                      (670,408
                      )
                      
                      $
                      141,104
                      
                      
                      $
                      -
                      
                      
                      $
                      141,104Weighted
      average number of common shares:Basic
      and diluted
                      
                      
                      86,949,297
                      
                      
                      
                      (57,966,198
                      )
                      
                      
                      28,983,099
                      
                      
                      
                      81,996,275
                      
                      
                      
                      (54,664,183
                      )
                      
                      
                      27,332,092Not
      income per share:Basic
      and diluted
                      
                      $
                      (0.01
                      )
                      
                      $
                      -
                      
                      
                      $
                      (0.02
                      )
                      
                      $
                      0.00
                      
                      
                      $
                      -
                      
                      
                      $
                      0.01
 
 ******
  14




SIGNATURES





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




OMPHALOS,
      CORP.Date:
      March 9, 2009
                    By:
                    /s/ Sheng-Peir
      YangSheng-Peir
      YangChief
      Executive Officer, President
                      and
      Chairman of the BoardDate:
      March 9, 2009
                    By:
                    /s/
      Chu Pi YunChu
      Pi YunChief
      Financial Officer, Chief Accounting
                      Officer
      and
Director


15