UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-Q




(Mark
      One)x
            QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
              
              FOR
      THE QUARTERLY PERIOD ENDED September 30, 2009o
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
              
              FOR
      THE TRANSITION 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)





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





Copies
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





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 has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§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).   o Yes  o No





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
      fileroNon-accelerated
      filero
              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 October31, 2009
was 30,063,759.





TABLE
OF CONTENTS




PagePART
      I - FINANCIAL INFORMATIONItem
      1.       Financial Statements
                  
                  
                  3Item
      2.       Management’s Discussion and Analysis or
      Plan of Operation
                  
                  
                  13Item
      3.       Quantitative and Qualitative Disclosures
      About Market Risk
                  
                  
                  16Item
      4.        Controls and
      Procedures
                  
                  
                  16PART
      II - OTHER INFORMATIONItem
      1.       Legal Proceedings
                  
                  
                  16Item
      2.       Unregistered Sales of Equity Securities
      and Use of Proceeds
                  
                  
                  16Item
      3.       Defaults Upon Senior
      Securities
                  
                  
                  16Item
      4.       Submission of Matters to a Vote of
      Security Holders
                  
                  
                  16Item
      5.       Other Information
                  
                  
                  16Item
      6.       Exhibits
                  
                  
                  17SIGNATURES
                  
                  
                  19




2


PART
I - FINANCIAL INFORMATION





Item 1.   Financial
Statements.





CONTENTSPageCondensed
      Consolidated Balance Sheets
                  4
      - 5Condensed
      Consolidated Statements of Operations
                  6Condensed
      Consolidated Statements of Shareholders' Equity and Comprehensive Income
      (Loss)
                  7Condensed
      Consolidated Statements of Cash Flows
                  8Notes
      to Consolidated Financial Statements
                  9-
      12




3


OMPHALOS,
CORP.





CONDENSED
CONSOLIDATED BALANCE SHEETS





September 30,
                    
                    
                    December 31,2009
                    
                    
                    2008(Unaudited)AssetsCurrent
      AssetsCash
      and cash equivalents
                    
                    $
                    2,288,813
                    
                    
                    $
                    4,494,963Accounts
      receivable, net
                    
                    
                    1,005,848
                    
                    
                    
                    712,281Inventory,
      net
                    
                    
                    1,050,794
                    
                    
                    
                    1,116,918Prepaid
      and other current assets
                    
                    
                    582,338
                    
                    
                    
                    39,873Due
      from shareholders
                    
                    
                    198,017
                    
                    
                    
                    201,859Total
      current assets
                    
                    
                    5,125,810
                    
                    
                    
                    6,565,894Leasehold
      Improvements and Equipment, net
                    
                    
                    8,632
                    
                    
                    
                    11,864Intangible
      assets, net
                    
                    
                    37,344
                    
                    
                    
                    37,416Deposits
                    
                    
                    69,515
                    
                    
                    
                    24,842Total
      Assets
                    
                    $
                    5,241,301
                    
                    
                    $
                    6,640,016





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


4


OMPHALOS,
CORP.




CONDENSED
CONSOLIDATED BALANCE SHEETS





September
      30,
                        
                        
                        December
      31,2009
                        
                        
                        2008(Unaudited)Liabilities
      and Shareholders' EquityCurrent
      LiabilitiesAccounts
      payable
                        
                        $
                        605,716
                        
                        
                        $
                        1,724,092Accrued
      salaries and bonus
                        
                        
                        36,129
                        
                        
                        
                        42,704Accured
      expenses
                        
                        
                        26,642
                        
                        
                        
                        52,258Total
      current liabilities
                        
                        
                        668,487
                        
                        
                        
                        1,819,054Shareholders'
      EquityCommon
      stock, $0.0001 par value, 120,000,000 shares authorized, 30,063,759 shares
      issued and outstanding as of December 31, 2008 and September 30,
      2009
                        
                        
                        3,007
                        
                        
                        
                        3,007Additional
      paid-in capital
                        
                        
                        47,523
                        
                        
                        
                        47,523Other
      comprehensive income
                        
                        
                        216,986
                        
                        
                        
                        161,930Retained
      earnings
                        
                        
                        4,305,298
                        
                        
                        
                        4,608,502Total
      shareholders' equity
                        
                        
                        4,572,814
                        
                        
                        
                        4,820,962Total
      Liabilities and Shareholders' Equity
                        
                        $
                        5,241,301
                        
                        
                        $
                        6,640,016





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


5


OMPHALOS,
CORP.





CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


For the
Nine Months Ended September 30, 2009 and 2008


(Unaudited)


Nine Months Ended
                  
                  
                  Three Months EndedSeptember 30, 2009
                  
                  
                  September 30, 2008
                  
                  
                  September 30, 2009
                  
                  
                  September 30, 2008Revenues:Sales
      of goods, net
                  
                  $
                  1,537,744
                  
                  
                  $
                  7,683,195
                  
                  
                  $
                  598,345
                  
                  
                  $
                  2,342,067Other
      operating income
                  
                  
                  -
                  
                  
                  
                  3,222
                  
                  
                  
                  -
                  
                  
                  
                  -Total
      revenues
                  
                  
                  1,537,744
                  
                  
                  
                  7,686,417
                  
                  
                  
                  598,345
                  
                  
                  
                  2,342,067Operating
      costs and expenses:Cost
      of sales
                  
                  
                  999,782
                  
                  
                  
                  5,359,518
                  
                  
                  
                  378,560
                  
                  
                  
                  1,649,526Selling,
      general and administrative expenses
                  
                  
                  818,758
                  
                  
                  
                  1,393,784
                  
                  
                  
                  264,428
                  
                  
                  
                  495,396Income
      (loss) from operations
                  
                  
                  (280,796
                  )
                  
                  
                  933,115
                  
                  
                  
                  (44,643
                  )
                  
                  
                  197,145Other
      incomeInterest
      income
                  
                  
                  38,759
                  
                  
                  
                  16,934
                  
                  
                  
                  3,738
                  
                  
                  
                  6,344Gain (loss) on foreigncurrency exchange
                  
                  
                  (61,167
                  )
                  
                  
                  (222,080
                  )
                  
                  
                  (42,979
                  )
                  
                  
                  211,331Miscellaneous
      income
                  
                  
                  -
                  
                  
                  
                  840
                  
                  
                  
                  518
                  
                  
                  
                  840Total
      other income
                  
                  
                  (22,408
                  )
                  
                  
                  (204,306
                  )
                  
                  
                  (38,723
                  )
                  
                  
                  218,515Income
      (loss) before provision for income taxes
                  
                  
                  (303,204
                  )
                  
                  
                  728,809
                  
                  
                  
                  (83,366
                  )
                  
                  
                  415,660Provision
      for income taxes
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Net
      Income (loss)
                  
                  $
                  (303,204
                  )
                  
                  $
                  728,809
                  
                  
                  $
                  (83,366
                  )
                  
                  $
                  415,660Weighted
      average number of common stock:Basic
      and Diluted
                  
                  
                  30,063,759
                  
                  
                  
                  29,714,823
                  
                  
                  
                  30,063,759
                  
                  
                  
                  30,063,759Net
      income (loss) per share:Basic
      and Diluted
                  
                  
                  (0.01
                  )
                  
                  
                  0.02
                  
                  
                  
                  (0.00
                  )
                  
                  
                  0.01





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


6


OMPHALOS,
CORP.




CONDENSED
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY


AND
COMPREHENSIVE INCOME (LOSS)


For the
Nine Months Ended September 30, 2009


(Unaudited)





Common Stock
                    
                    
                    Additonal
                    
                    
                    Retained
                    
                    
                    ComprehensiveShares
                    
                    
                    Amount
                    
                    
                    Paid-in Capital
                    
                    
                    Earning
                    
                    
                    Income (Loss)
                    
                    
                    TotalBalance
      at December 31, 2008
                    
                    
                    30,063,759
                    
                    
                    $
                    3,007
                    
                    
                    $
                    47,523
                    
                    
                    $
                    4,608,502
                    
                    
                    $
                    161,930
                    
                    
                    $
                    4,820,962Translation
      adjustment
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    55,056
                    
                    
                    
                    55,056Net
      loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (303,204
                    )
                    
                    
                    -
                    
                    
                    
                    (303,204
                    )Balance
      at September 30, 2009
                    
                    
                    30,063,759
                    
                    
                    $
                    3,007
                    
                    
                    $
                    47,523
                    
                    
                    $
                    4,305,298
                    
                    
                    $
                    216,986
                    
                    
                    $
                    4,572,814





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


7


OMPHALOS,
CORP.




CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


For the
Nine Months Ended September 30, 2009 and 2008


(Unaudited)





September 30, 2009
                  
                  
                  September 30, 2008Cash
      flows from operating activitiesNet
      income (loss)
                  
                  $
                  (303,204
                  )
                  
                  $
                  728,809Adjustments
      to reconcile net income to net cash provided by
                  
                  
                  .
                  
                  
                  
                  .(used
      in) operating activities:Amortization
      and depreciation
                  
                  
                  3,847
                  
                  
                  
                  4,254Loss
      due to inventory valuation allowance
                  
                  
                  -
                  
                  
                  
                  3,383Reduction
      in inventory valuation allowance
                  
                  
                  (55,969
                  )
                  
                  
                  -Loss
      (gain) on sale of property
                  
                  
                  -
                  
                  
                  
                  (3,222
                  )Foreign
      currency exchange loss
                  
                  
                  61,167
                  
                  
                  
                  222,080Changes
      in assets and liabilities:Decrease
      (Increase) in accounts receivable
                  
                  
                  (276,775
                  )
                  
                  
                  1,803,556Decrease
      (Increase) in inventory
                  
                  
                  134,625
                  
                  
                  
                  (666,322
                  )(Increase)
      Decrease in prepaid and other assets
                  
                  
                  (570,920
                  )
                  
                  
                  13,878Increase
      (Decrease) in accounts payable
                  
                  
                  (1,111,078
                  )
                  
                  
                  (567,980
                  )(Decrease)
      in accrued expenses
                  
                  
                  (32,562
                  )
                  
                  
                  (147,980
                  )Net
      cash provided by (used in) operating activities
                  
                  
                  (2,150,869
                  )
                  
                  
                  1,390,456Cash
      flows from investing activitiesMaturities
      of held-to-maturity securities
                  
                  
                  -
                  
                  
                  
                  1,152,574Payments
      of patent registration
                  
                  
                  
                  
                  
                  
                  (8,950
                  )Proceeds
      received from disposition of equipment
                  
                  
                  -
                  
                  
                  
                  3,222Net
      cash provided by investing activities
                  
                  
                  -
                  
                  
                  
                  1,146,846Cash
      flows from financing activitiesDividend
      distribution
                  
                  
                  -
                  
                  
                  
                  (229,576
                  )Proceeds
      from repayment of loans from shareholders
                  
                  
                  6,319
                  
                  
                  
                  -Loans
      to shareholders
                  
                  
                  -
                  
                  
                  
                  (115,264
                  )Net
      cash provided by (used in) financing activities
                  
                  
                  6,319
                  
                  
                  
                  (344,840
                  )Effect
      of exchange rate changes on cash and cash equivalents
                  
                  
                  (61,600
                  )
                  
                  
                  (258,674
                  )Net
      increase (decrease) in cash and cash equivalents
                  
                  
                  (2,206,150
                  )
                  
                  
                  1,933,788Cash
      and cash equivalentsBeginning
                  
                  
                  4,494,963
                  
                  
                  
                  2,783,243Ending
                  
                  $
                  2,288,813
                  
                  
                  $
                  4,717,031Supplemental
      disclosure of cash flowsCash
      paid during the period for:Interest
      expense
                  
                  $
                  -
                  
                  
                  $
                  -Income
      tax
                  
                  $
                  -
                  
                  
                  $
                  -Supplemental
      disclosure of noncash financing and investing activities Shares issued for
      acquisition of Soyodo Group Holdings, Inc.
                  
                  $
                  -
                  
                  
                  $
                  530





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


8


OMPHALOS,
CORP.





NOTES TO
THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


September
30, 2009


(Unaudited)





1.
            ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES





Basis of
Presentation— The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally accepted accounting
principles in the United States (“GAAP”) for interim financial reporting and in
accordance with instructions for Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, the unaudited condensed consolidated financial
statements contained in this report reflect all adjustments that are normal and
recurring in nature and considered necessary for a fair presentation of the
financial position and the results of operations for the interim periods
presented. The year-end condensed balance sheet data was derived from audited
financial statements, but does not include all disclosures required by GAAP. The
results of operations for the interim period are not necessarily indicative of
the results expected for the full year. These unaudited, condensed consolidated
financial statements, footnote disclosures and other information should be read
in conjunction with the financial statements and the notes thereto included in
the Company’s Annual Report on Form 10-K 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. 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. 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.





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.





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.


9





1.
            ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  (CONTINUED)





Organization
(Continued)—





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. 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.).





The
consolidated financial statements include the accounts of Omphalos Corp. 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 and Cash
Equivalents— 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.





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 $244,940
and $298,502 at September 30, 2009 and December 31, 2008,
respectively.




Intangible Assets—Include cost of patent applications that are deferred and charged to
operations over their useful lives. The accumulated amortization is $2,576 and
$1,988 at September 30, 2009 and December 31, 2008, respectively. Annual
amortization expense of such intangible assets is expected to be $725 per year
for the next five years.


10


1.
              ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  (CONTINUED)





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 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
September 30, 2009 and December 31, 2008 the exchange rates between the NTD and
the USD ($) were NTD1=$0.03090. and NTD1=$0.03050, respectively The
weighted-average rates of exchange between NTD and USD were NTD1=$0.03009 and
NTD1=$0.03222 for the nine months ended September 30, 2009 and September 30,
2008, respectively. Total translation adjustment recognized as of September 30,
2009 and December 31, 2008 is $216,986 and $161,930, respectively.





Recently Issued
Accounting Pronouncements — In August 2009, the FASB issued
Accounting Standards Update 2009-05, “Measuring Liabilities at Fair Value” to
provide guidance on measuring the fair value of liabilities under ASC 820, “Fair
Value Measurements and Disclosures.” It establishes that a Level 1 fair value
measurement should be used to measure the fair value of a liability and
alternative valuation techniques that should be used in the absence of a Level 1
measurement. ASU 2009-05 is effective for the first reporting period beginning
after issuance; thus, it became effective for the Company on October 1,
2009. The Company is evaluating the impact of ASU 2009-05 on its consolidated
financial statements.





Recently Issued
Accounting Pronouncements (Continued)— In October 2009, the FASB
issued Accounting Standards Update 2009-13, “Multiple-Deliverable Revenue
Arrangements — a consensus of the FASB Emerging Issues Task Force,” to
provide amendments to the criteria in Subtopic 609-24 of the Codification for
separating consideration into multiple-deliverable revenue arrangements. ASU
2009-13 establishes a selling price hierarchy for determining the selling price
of each specific deliverable which includes vendor-specific objective evidence
(“VSOE”) if available, third party evidence if VSOE is not available or
estimated selling price if neither VSOE nor third party evidence is available.
ASU 2009-13 also eliminates the residual method for allocating revenue between
the elements of an arrangement and requires that arrangement consideration be
allocated at the inception of the arrangement to all deliverables using the
relative selling price method, which allocates any discount in the arrangement
proportionally to each deliverable on the basis of each deliverable’s selling
price. This Update expands the disclosure requirements regarding a vendor’s
multiple-deliverable revenue arrangements. ASU 2009-13 is effective
prospectively for revenue arrangements entered into or materially modified in
fiscal years beginning on or after June 15, 2010, with early adoption
permitted. The Company is currently evaluating the impact of ASU 2009-13 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, 2009. The monthly base
rent is approximately $2,200. Rent expense under this lease agreement amounted
to approximately $19,800 and $19,800 for the periods ended September 30, 2009
and 2008, 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 September 30, 2009 and
December 31, 2008 are as follows:




ForeignCurrency
                      TranslationAdjustment
                    
                    
                    AccumulatedOther
                      ComprehensiveIncomeBalance
      at December 31, 2008
                    
                    $
                    161,930
                    
                    
                    $
                    161,930Change
      for the period
                    
                    
                    55,056
                    
                    
                    $
                    55,056Balance
      at September 30, 2009
                    
                    $
                    216,986
                    
                    
                    $
                    216,986




******


12


Item 2.   Management’s Discussion and Analysis
or Plan of Operation.





Cautionary Note Regarding
Forward-Looking Statements





This Quarterly Report on Form 10-Q,
including this discussion and analysis by management, contains or incorporates
forward-looking statements.   All statements other than
statements of historical fact made in report are forward looking.  In
particular, the statements herein regarding industry prospects and future
results of operations or financial position are forward-looking
statements.  These forward-looking statements can be identified by the
use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,”
anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other
variations or similar words.  No assurances can be given that the
future results anticipated by the forward-looking statements will be
achieved.  Forward-looking statements reflect management’s current
expectations and are inherently uncertain.  Our actual results may
differ significantly from management’s expectations. The potential risks and
uncertainties that could cause our actual results to differ materially from
those expressed or implied herein are set forth in our Annual Report on Form
10-K for the year ended December 31, 2008.





The following discussion and analysis
should be read in conjunction with our financial statements, included
herewith.  This discussion should not be construed to imply that the
results discussed herein will necessarily continue into the future, or that any
conclusion reached herein will necessarily be indicative of actual operating
results in the future.  Such discussion represents only the best
present assessment of our management.





Results
of Operations





Three
Months and Nine Months Ended September 30, 2009 Compared to the Three Months and
Nine Months Ended September 30, 2008





Three
Months Ended September 30, 2009 Compared to the Three Months Ended September 30,
2008





Net sales
for the three months ended September 30, 2009 were $598,345 as compared to
$2,342,067 for the three months ended September 30, 2008.  This
represents a decrease of $1,743,722 or 74.5% comparing the two
periods.  The decrease in net sales for the three months ended
September 30, 2009 is primarily the result of a decrease in demand for end
products due to the economic downturn.





Cost of
sales decreased by $1,270,966 or 77.1%, to $378,560 for the three months ended
September 30, 2009 as compared to $1,649,526 for the three months ended
September 30, 2008.  The decrease in cost of sales is primarily the
result of a decrease in sales volume.





For the
three months ended September 30, 2009, selling, general and administrative
expenses totaled $264,428. This was a decrease of $230,968 or 46.6% as compared
to the same period 2008. The decrease in selling, general and administrative
expenses is primarily the result of decreases in commission, salary and wages,
travel, entertainment expenses, and professional service fees.





For the
three months ended September 30, 2009, income from operations decreased to
$(44,643) as compared to $197,145 for the three months ended September 30,
2008.  This represents a decrease of $241,788 or 122.6 % comparing the
two periods.  The decrease in income from operations for the three
months ended September 30, 2009 is primarily the result of a decrease in net
sales which partially offset by a decrease in selling, general and
administration expenses.


13


Other
income was $(38,723) and $218,515 for the three months ended September 30, 2009
and 2008, respectively.  This was a decrease of $257,238 or
117.7%.  The main reason for this decrease was due to a loss on
foreign currency exchange.





Our net
income (loss) was $(83,366) for the three months ended September 30, 2009
compared to a net income of $415,660 for the three months ended September 30,
2008. The decrease in profitability for the three months ended September 30,
2009 was due to the reasons described above.





Nine
Months Ended September 30, 2009 Compared to the Nine Months Ended September 30,
2008





Net sales
for the nine months ended September 30, 2009 were $1,537,744 as compared to
7,686,417 for the nine months ended September 30, 2008.  This
represents a decrease of $6,148,673 or 80.0% comparing the two
periods.  The decrease in net sales for the nine months ended
September 30, 2009 is primarily the result of a decrease in demand for end
products due to the economic downturn.





Cost of
sales decrease by $4,359,736 or 81.3%, to $999,782 for the nine months ended
September 30, 2009 as compared to $5,359,518 for the nine months ended September
30, 2008. The decrease in cost of sales is primarily the result of a decrease in
sales volume.





For the
nine months ended September 30, 2009, selling, general and administrative
expenses totaled $818,758.  This was a decrease of $575,026 or 41.3%
as compared to the same period 2008.  The decrease in selling, general
and administrative expenses is primarily the result of decreases in commission,
salary and wages, travel, entertainment expenses, and professional service
fees.





For the
nine months ended September 30, 2009, income (loss) from operations decrease to
$(280,796) as compared to $933,115 for the nine months ended September 30,
2008.  This represents a decrease of $1,213,911 or 130.1% comparing
the two periods.  The decrease in income from operations for the nine
months ended September 30, 2009 is primarily the result of a decrease in net
sales which partially offset by a decrease in selling, general and
administration expenses.





Other
income (expense) was $(22,408) and $(204,306) for the nine months ended
September 30, 2009 and 2008, respectively.  This was an increase of
$181,898, or 89.0%.  The main reason for this increase was due to a
decrease of loss on foreign currency exchange.





Our net
income (loss) was $(303,204) for the nine months ended September 30, 2009
compared to a net income of $728,809 for the nine months ended September 30,
2008.   The decrease in profitability for the nine months ended
September 30, 2009 was due to the reasons described above.





Liquidity
and Capital Resources





Cash and
cash equivalents were $2,288,813 at September 30, 2009 and $4,494,963 at
December 31, 2008. Our total current assets were $5,125,810 at September 30,
2009 as compared to $6,565,894 at December 31, 2008. Our total current
liabilities were $668,487 at September 30, 2009 as compared to $1,819,054 at
December 31, 2008.





We had
working capital at September 30, 2009 of $4,457,323 compared with working
capital of $4,746,840 at December 31, 2008. This decrease in working capital was
primarily due to the net loss and the payment for the general administrative
costs.


14


During
the nine months period ended September 30, 2009, net cash used in operating
activities was $(2,150,869). Net cash used in investing activities was $0, and
net cash provided by financing activities was $6,319. Net change in cash and
cash equivalents was a decrease of $(2,206,150).


15


Item
3.   Quantitative and Qualitative Disclosures About Market
Risk.





N/A.





Item 4.   Controls and
Procedures.





As of the
end of the period covered by this report, we conducted an evaluation, under the
supervision and with the participation of our Chief Executive Officer and Chief
Financial Officer of our disclosure controls and procedures (as defined in Rule
13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were effective as of September 30, 2009 to
ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is: (1) accumulated and communicated to
our management, including our Chief Executive Officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding required disclosure;
and (2) recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms.





There was
no change to our internal controls or in other factors that could affect these
controls during our last fiscal quarter that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.





PART
II





Item 1.   Legal
Proceedings.





We are
not a party to any pending legal proceeding, nor is our property the subject of
a pending legal proceeding, that is not in the ordinary course of business or
otherwise material to the financial condition of our business. None of our
directors, officers or affiliates is involved in a proceeding adverse to our
business or has a material interest adverse to our business.





Item
1A.Risk Factors.





Not Applicable.





Item 2.   Unregistered Sales of Equity
Securities and Use of Proceeds.





Not Applicable.





Item 3.   Defaults Upon Senior
Securities.





Not
Applicable.





Item 4.   Submission of Matters to a Vote of
Security Holders.





None.





Item 5.   Other
Information.





Not
applicable.


16


Item 6.    
  Exhibits.





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 the Company’s Current Report on Form 8-K filed with the
      Commission on March 14, 2008)2.2
              
              Agreement
      and Plan of Merger (incorporated by reference to the Company’s Current
      Report on Form 8-K filed with the Commission on April 15,
      2008)3.1
              
              Articles
      of Amendment to the Articles of Incorporation of the Company (incorporated
      by reference to theCompany's
      proxy statement on Schedule 14A filed with the Commission on March 5, 2003
      (the "Proxy Statement")3.2
              
              Agreement
      and Plan of Merger between Quixit, Inc., a Colorado corporation, and TOP
      Group Corporation (nowknown
      as   TOP Group Holdings, Inc.), a Delaware corporation
      (incorporated by reference to the Proxy Statement)3.3
              
              Certificate
      of Incorporation of the Company (incorporated by reference to the Proxy
      Statement)3.4
              
              By-Laws
      of the Company (incorporated by reference to the Proxy
      Statement)3.5
              
              Restated
      Certificate of Incorporation of the Company (incorporated by reference to
      the Company’s proxy statement on Schedule 14C filed with the commission on
      March 15, 2005 for an increase of authorized shares)3.6
              
              Restated
      Certificate of Incorporation of the Company (incorporated by reference to
      the Company’s proxy statement on Schedule l4C filed with the commission on
      August 26, 2005 for a name change)3.7
              
              Restated
      Certificate of Incorporation of the Company (incorporated by reference to
      the Company’s proxy statement on Schedule l4C filed with the commission on
      June 20, 2006 to set the new total authorized shares)3.8
              
              Certificate
      of Merger filed with the Secretary of State of Delaware (incorporated by
      reference to the Company’s Current Report on Form 8-K filed with the
      Commission on April 15, 2008)3.9
              
              Certificate
      of Merger filed with Secretary of State of Nevada (incorporated by
      reference to the Company’s Current Report on Form 8-K filed with the
      Commission on April 15, 2008)3.10
              
              Certificate
      of Amendment to the Articles of Incorporation (incorporated by reference
      to the Company’s Current Report on Form 8-K filed with the Commission on
      April 15, 2008)10.1
              
              Employment
      Agreement with Pi-Yun Chu (incorporated by reference to the Company’s
      Current Report on Form 8-K filed with the Commission on March 14,
      2008)10.2
              
              Employment
      Agreement with Shen-Ren Li (incorporated by reference to the Company’s
      Current Report on Form 8-K filed with the Commission on March 14,
      2008)10.3
              
              Employment
      Agreement with Sheng-Peir Yang (incorporated by reference to the Company’s
      Current Report on Form 8-K filed with the Commission on March 14,
      2008)31.1
              
              Certification
      by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a)
      of the Exchange Act.31.2
              
              Certification
      by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a)
      of the Exchange Act.


17





32.1
            
            Certification
      by Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b)
      of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the
      United States Code.32.2
            
            Certification
      by Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b)
      of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the
      United States Code.


18


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:
      November 10, 2009
            By:
            /s/Sheng-Peir
      YangSheng-Peir
      YangChief
      Executive Officer, President
              and
      Chairman of the Board




Date:
      November 10, 2009
            By:
            /s/Chu Pi
    YunChu
      Pi YunChief
      Financial Officer, Chief Accounting
              Officer
      and Director


19