**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, 2008o
            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**
              ****
              **84-1482082**(State or other jurisdiction of incorporation or organization)
              
              (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࿠**o**Non-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 October 1, 2008
      was 30,063,759.





**TABLE
      OF CONTENTS**




**Page****PART
                I - FINANCIAL INFORMATION**Item
                1.       Financial Statements
            
            
            3Item
                2.       Management’s Discussion and Analysis or
                Plan of Operation
            
            
            14Item
                3.       Quantitative and Qualitative Disclosures
                About Market Risk
            
            
            19Item
                4.       Controls and
                Procedures
            
            
            19**PART
                II - OTHER INFORMATION**Item
                1.       Legal Proceedings
            
            
            19Item
                2.       Unregistered Sales of Equity Securities
                and Use of Proceeds
            
            
            19Item
                3.       Defaults Upon Senior
                Securities
            
            
            19Item
                4.       Submission of Matters to a Vote of
                Security Holders
            
            
            19Item
                5.       Other Information
            
            
            20Item
                6.       Exhibits
            
            
            20**SIGNATURES**
            
            
            22


2


**PART
      I - FINANCIAL INFORMATION**





**Item
      1.**  **Financial
      Statements.**





**CONTENTS**





**Page**Condensed
                Consolidated Balance Sheets
            4 -
                5Condensed
                Consolidated Statements of Operations
            6Condensed
                Consolidated Statements of Cash Flows
            7Notes
                to Consolidated Financial Statements
            8-
                13


3





**OMPHALOS,
      CORP.**


(FORMERLY
      SOYODO GROUP HOLDINGS, INC.)


CONDENSED
      CONSOLIDATED BALANCE SHEETS




**September 30,**
            
            **December 31,****2008**
            
            **2007****(Unaudited)****Assets**Current
                AssetsCash
                and cash equivalents
            
            $
            4,717,031
            
            $
            2,783,243Accounts
                receivable, net
            
            
            2,193,940
            
            
            3,892,353Inventory,
                net
            
            
            1,305,155
            
            
            657,788Prepaid
                and other current assets
            
            
            95,234
            
            
            132,508Due
                from shareholders
            
            
            111,293
            
            
            -Total
                current assets
            
            
            8,422,653
            
            
            7,465,892Leasehold
                Improvements and Equipment, net
            
            
            10,236
            
            
            13,808Intangible
                assets, net
            
            
            38,536
            
            
            29,946Deposits
            
            
            25,338
            
            
            -Long-term
                investments
            
            
            -
            
            
            1,100,704**Total
                Assets**
            
            $
            8,496,763
            
            $
            8,610,350


4





**OMPHALOS,
      CORP.**


(FORMERLY
      SOYODO GROUP HOLDINGS, INC.)


CONDENSED
      CONSOLIDATED BALANCE SHEETS





**September 30,**
            
            **December 31,****2008**
            
            **2007****(Unaudited)****Liabilities
                and Shareholders' Equity**Current
                LiabilitiesAccounts
                payable
            
            $
            3,435,948
            
            $
            3,940,816Accrued
                salaries and bonus
            
            
            43,583
            
            
            42,081Accured
                expenses
            
            
            38,921
            
            
            180,841Total
                current liabilities
            
            
            3,518,452
            
            
            4,163,738Shareholders'
                EquityCommon
                stock, $0.0001 par value, 120,000,000 sharesauthorized,
                27,332,092 and 30,063,759 shares issuedand
                outstanding as of December 31, 2007 andSeptember
                30, 2008, respectively
            
            
            3,007
            
            
            2,733Additional
                paid-in capital
            
            
            47,523
            
            
            47,267Other
                comprehensive income
            
            
            195,485
            
            
            211,407Retained
                earnings
            
            
            4,732,296
            
            
            4,185,205Total
                shareholders' equity
            
            
            4,978,311
            
            
            4,446,612**Total
                Liabilities and Shareholders' Equity**
            
            $
            8,496,763
            
            $
            8,610,350


5





**OMPHALOS,
      CORP.**


(FORMERLY
      SOYODO GROUP HOLDINGS, INC.)


CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS


For
      the
      Nine Months Ended September 30, 2008 and 2007


**(Unaudited)**


Nine Months Ended
              
              Three Months EndedSeptember 30, 2008
              
              September 30, 2007
              
              September 30, 2008
              
              September 30, 2007Operating
                  revenue:Sales
                  of goods, net
              
              $
              7,683,195
              
              $
              7,820,401
              
              $
              2,342,067
              
              $
              2,907,249Other
                  operating revenue
              
              
              3,222
              
              
              376,398
              
              
              -
              
              
              378,925Total
                  operating revenue
              
              
              7,686,417
              
              
              8,196,799
              
              
              2,342,067
              
              
              3,286,174Operating
                  costs:Cost
                  of sales
              
              
              5,359,518
              
              
              5,161,989
              
              
              1,649,526
              
              
              1,897,694Gross
                  Profit
              
              
              2,326,899
              
              
              3,034,810
              
              
              692,541
              
              
              1,388,480Selling,
                  general andadministrative
                  expenses
              
              
              1,393,784
              
              
              1,330,919
              
              
              495,396
              
              
              468,093Income
                  from operations
              
              
              933,115
              
              
              1,703,891
              
              
              197,145
              
              
              920,387Other
                  income (expense)Interest
                  income
              
              
              16,934
              
              
              139,044
              
              
              6,344
              
              
              23,476Gain
                  (loss) on foreigncurrency
                  exchange
              
              
              (222,080
              )
              
              (111,706
              )
              
              211,331
              
              
              (132,520
              )Gain
                  on investment
              
              
              -
              
              
              57,179
              
              
              -
              
              
              18,756Miscellaneous
                  income
              
              
              840
              
              
              2,980
              
              
              840
              
              
              125Total
                  other income (expense)
              
              
              (204,306
              )
              
              87,497
              
              
              218,515
              
              
              (90,163
              )Income
                  before provisionfor
                  income taxes
              
              
              728,809
              
              
              1,791,388
              
              
              415,660
              
              
              830,224Provision
                  for income taxes
              
              
              -
              
              
              -
              
              
              -
              
              
              -Net
                  Income
              
              $
              728,809
              
              $
              1,791,388
              
              $
              415,660
              
              $
              830,224Weighted
                  average number of common stock:Basic
                  and Diluted
              
              
              29,714,823
              
              
              27,332,092
              
              
              30,063,759
              
              
              27,332,092Net
                  income (loss) per share:Basic
                  and Diluted
              
              
              0.02
              
              
              0.07
              
              
              0.01
              
              
              0.03


6


**OMPHALOS,
      CORP.**


(FORMERLY
      SOYODO GROUP HOLDINGS, INC.)


CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS


For
      the
      Nine Months Ended September 30, 2008 and 2007


**(Unaudited)**




**September 30, 2008**
            
            **September 30, 2007**Cash
                flows from operating activitiesNet
                income
            
            $
            728,809
            
            $
            1,791,388Adjustments
                to reconcile net income to net cash provided by
            
            
            .
            
            
            .operating
                activities:Amortization
                and depreciation
            
            
            4,254
            
            
            9,974Loss
                due to inventory value decline
            
            
            3,383
            
            
            -Loss
                (gain) on sale of property
            
            
            (3,222
            )
            
            2,527Foreign
                currency exchange loss
            
            
            222,080
            
            
            111,706Changes
                in assets and liabilities:Decrease
                (Increase) in accounts receivable
            
            
            1,803,556
            
            
            (1,427,222
            )Decrease
                (Increase) in inventory
            
            
            (666,322
            )
            
            292,997Decrease
                (Increase) in prepaid and other assets
            
            
            13,878
            
            
            (29,432
            )Increase
                (Decrease) in accounts payable
            
            
            (567,980
            )
            
            1,227,765(Decrease)
                in accrued expenses
            
            
            (147,980
            )
            
            (987,826
            )Net
                cash provided by operating activities
            
            
            1,390,456
            
            
            991,877Cash
                flows from investing activitiesCapital
                contribution
            
            
            -
            
            
            96,598Redemption
                of investments
            
            
            1,152,574
            
            
            374,390Purchase
                of equipment
            
            
            -
            
            
            (7,698
            )Payments
                of patent registration
            
            
            (8,950
            )
            
            (3,185
            )Proceeds
                received from disposition of equipment
            
            
            3,222
            
            
            115,026Distributions
                to shareholders for reorganization
            
            
            -
            
            
            (303,100
            )Net
                cash provided by investing activities
            
            
            1,146,846
            
            
            272,031Cash
                flows from financing activitiesDividend
                distribution
            
            
            (229,576
            )
            
            -Loans
                to shareholders
            
            
            (115,264
            )
            
            (4,609,566
            )Net
                cash used in financing activities
            
            
            (344,840
            )
            
            (4,609,566
            )Effect
                of exchange rate changes on cash and cash equivalents
            
            
            (258,674
            )
            
            (104,629
            )Net
                increase (decrease) in cash and cash equivalents
            
            
            1,933,788
            
            
            (3,450,287
            )Cash
                and cash equivalentsBeginning
            
            
            2,783,243
            
            
            9,124,178Ending
            
            $
            4,717,031
            
            $
            5,673,891Supplemental
                disclosure of cash flowsCash
                paid during the period for:Interest
                expense
            
            $
            -
            
            $
            -Income
                tax
            
            $
            -
            
            $
            -


7





**OMPHALOS,
      CORP.**


(FORMERLY
      SOYODO GROUP HOLDINGS, INC.)


NOTES
      TO
      THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


September
      30, 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 nine-month period ended September 30, 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 Corporation. 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. was 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. 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.).





For
      the
      period ended September 30, 2007, the financial statements include the combined
      accounts of All Fine Technology Co., Ltd.(B.V.I.) and Omphalos Corp. (B.V.I.)
      and its subsidiaries- Omphalos Corp. (Taiwan) and All Fine Technology Co.,
      Ltd.
      (Taiwan). There companies were under common control and ownership. On October
      19, 2007 Omphalos Corp. (BVI) completed the purchase of All Fine Technology
      Co.
      Ltd. (BVI) 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 September 30, 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.


9


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





***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 $193,853 and $188,503 at
      September 30, 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 $1,655 and $1,259 at
      September 30, 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.





***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.


10


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





As
      of
      September 30, 2008 and December 31, 2007 the exchange rates between the NTD
      and
      the USD ($) were NTD1=$0.03111. and NTD1=$0.03077, respectively The
      weighted-average rates of exchange between NTD and USD were NTD1=$0.03222 and
      NTD1=$0.03031 for the nine months ended September 30, 2008 and September 30,
      2007, respectively. Total translation adjustment recognized as of September
      30,
      2008 and December 31, 2007 is $195,485 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 Company has adopted SFAS
      159
      in its financial statements. 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.





During
      March 2008, the FASB issued SFAS No. 161, “Disclosures about
      Derivative Instruments and Hedging Activities” (SFAS No. 161). SFAS
      No. 161 is intended to improve financial reporting about derivative
      instruments and hedging activities by requiring enhanced disclosures to enable
      investors to better understand their effects on an entity’s financial position,
      financial performance, and cash flows. SFAS No. 161 also improves
      transparency about the location and amounts of derivative instruments in an
      entity’s financial statements; how derivative instruments and related hedged
      items are accounted for under Statement 133; and how derivative instruments
      and
      related hedged items affect its financial position, financial performance,
      and
      cash flows. SFAS No. 161 is effective for financial statements issued for
      fiscal years and interim periods beginning after November 15,
      2008, with early application encouraged. The Company is currently assessing
      the
      impact of SFAS No. 161.


11


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




In
      May 2008, the Financial Accounting Standards Board (FASB) issued
      Statements of Financial Standards No. 162 (SFAS 162), “ *The
      Hierarchy of Generally Accepted Accounting Principles* .”
SFAS
      162 is intended to improve financial reporting by identifying a consistent
      framework, or hierarchy, for selecting accounting principles to be used in
      preparing financial statements that are presented in conformity with U.S.
      generally accepted accounting principles (GAAP) for nongovernmental
      entities.




***Recently
      Issued Accounting Pronouncements (Continued)*** —
SFAS
      162 is effective 60 days following the SEC’s approval of the Public Company
      Accounting Oversight Board Auditing amendments to AU Section 411,
“ *The
      Meaning of Present Fairly in Conformity with Generally Accepted Accounting
      Principles* .”
It
      is
      only effective for nongovernmental entities; therefore, the GAAP hierarchy
      will
      remain in SAS 69 for state and local governmental entities and federal
      governmental entities. The Company does not expect SFAS 162 to have a material
      effect on its consolidated financial statements.





**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 $19,800 and $19,800 for the nine-month periods ended September
      30,
      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 September 30, 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
            
            
            (15,922
            )
            $
            (15,922
            )Balance
                at September 30, 2008
            
            $
            195,485
            
            $
            195,485


12




**4.**
            **COMMON
                STOCK**





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
      90,191,275 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.





All
      references in the accompanying financial statements to the number of shares
      outstanding, per share amounts of the Company’s common stock have been adjusted
      to reflect the effect of the stock reverse split. Shareholders’ equity reflects
      the stock reverse split by reclassifying from “Common Stock” to “Additional
      Paid-in Capital” an amount equal to the par value of the decreased shares
      arising from the reverse split.





*****


13




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





***Cautionary
      Note Regarding Forward-Looking Statements***





This
      Quarterly Report of 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-KSB for the year ended December 31, 2007.





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.





**Overview**





The
      Company was incorporated as "Quixit, Inc." on May 15, 1997, 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.(“Soyodo”).





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 to investigate opportunities to be acquired and sold to its
      majority shareholder the remaining wholesale operation.





On
      February 5, 2008, we 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., a British Virgin Islands
      corporation (“Omphalos BVI”) pursuant to which we purchased from the
      Shareholders all issued and outstanding shares of Omphalos BVI’s common stock in
      consideration for the issuance of an aggregate of 81,996,275 shares of Soyodo
      common stock (the "Share Exchange").


14





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 BVI became a wholly-owned subsidiary of Soyodo and (ii) Soyodo
      succeeded to the business of Omphalos BVI as its sole business.





Effective
      April, 15, 2008, Soyodo 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.





Effective
      April 18, 2008 Soyodo entered into an Agreement and Plan of Merger (the “Merger
      Agreement”) with Omphalos, Inc., a Nevada corporation. Pursuant to the
      Merger Agreement, Soyodo was merged with and into the surviving corporation,
      and
      effectively changed its name to Omphalos, Corp.. As of April 30, 2008, our
      common stock is listed on the Over-The-Counter Bulletin Board under the symbol
      “OMPS”.





**Results
      of Operations**





**Three
      Months and Nine Months Ended September 30, 2008 Compared to tbe Three Months
      and
      Nine Months Ended September 30, 2007**





***Three
      Months Ended September 30, 2008 Compared to the Three Months Ended September
      30,
      2007***





Net
      Revenues for the three months ended September 30, 2008 were $2,342,067
      as compared
      to $3,286,174 for the three months ended September 30, 2007. This represents
      a
      decrease of $944,107 or 28.7% comparing the two periods. The decrease related
      primarily to a decrease in product sales of $565,182 which was due primarily
      to
      a decrease in demand for end products. The decrease was also attributable to
      a
      gain from lawsuit settlement of $376,398 and gain on disposal of assets of
      $2,527 in the three months ended September 30, 2007.




Cost
      of
      sales decreased by $248,168 or 13.1%, to $1,649,526 for the three months ended
      September 30, 2008 as compared to $1,897,694 for the three months ended
      September 30, 2007. The decrease in cost of sales is primarily the result of
      a
      decrease in sales volume.





For
      the
      three months ended September 30, 2008, selling, general and administrative
      expenses totaled $495,396. This was an increase of $27,303 or 5.8% as compared
      to the same period 2007. The increase is attributable primarily to increases
      in
      professional service fees and rent. The increase was partially offset by a
      decrease in salary expense





For
      the
      three months ended September 30, 2008, income from operations decreased to
      $197,145 as compared to $920,387 for the three months ended September 30, 2007.
      This represents a decrease of $723,242 or 78.6 % comparing the two periods.
      The
      decrease in income from operations for the three months ended September 30,
      2008
      is primarily the result of a decrease in net sales and an increase in selling,
      general and administrative expenses.


15





Other
      income was $218,515 and $(90,163) for the three months ended September 30,
      2008
      and 2007, respectively. This was an increase of $308,678, or 342.4%. The main
      reason for this increase was due to an increase in gain on foreign currency
      exchange. This increase was partially offset by decreases in interest income
      and
      investment gains.





Our
      net
      income was $415,660 for the three months ended September 30, 2008 compared
      to a
      net income of $830,224 for the three months ended September 30, 2007. The
      decrease in profitability for the three months ended September 30, 2008 was
      due
      to the reasons described above.





***Nine
      Months Ended September 30, 2008 Compared to the Nine Months Ended September
      30,
      2007***





Net
      revenues for the nine months ended September 30, 2008 were $7,686,417 as
      compared to 8,196,799 for the nine months ended September 30, 2007. This
      represents a decrease of $510,382 or 6.2% comparing the two periods. The
      decrease related primarily to a decrease in product sales of $137,206 which
      was
      due primarily to a decrease in demand for end products. The decrease was also
      attributable to a gain from lawsuit settlement of $376,398 in the nine months
      ended September 30, 2007. This decrease was partially offset by a gain on
      disposal of assets of $3,222 for the nine months ended September 30,
      2008.




Cost
      of
      sales increased by $179,529 or 3.8%, to $5,359,518 for the nine months ended
      September 30, 2008 as compared to $5,161,989 for the nine months ended September
      30, 2007. The increase in cost of sales is primarily the result of an increase
      in material cost, such as stainless steel.





For
      the
      nine months ended September 30, 2008, selling, general and administrative
      expenses totaled $1,393,784. This was an increase of $62,865 or 4.7% as compared
      to the same period 2007. The increase in selling, general and administrative
      expenses is mainly a result of increases in salary and rent expanses. The
      increase was partially offset by decreases in professional service and research
      and development expenses.





For
      the
      nine months ended September 30, 2008, income from operations decreased to
      $933,115 as compared to $1,703,891 for the nine months ended September 30,
      2007.
      This represents a decrease of $770,776 or 45.2 % comparing the two periods.
      The
      decrease in income from operations for the nine months ended September 30,
      2008
      is primarily the result of increases in cost of sales, and selling, general
      and
      administrative expenses.





Other
      income was $(204,306) and $87,497 for the nine months ended September 30, 2008
      and 2007, respectively. This was a decrease of $(291,803), or 333.5%. The main
      reason for this decrease was due
      to an increase in loss on foreign currency exchange, and decreases in interest
      income and investment gains.





Our
      net
      income was $728,809 for the nine months ended September 30, 2008 compared to
      a
      net income of $1,791,388 for the nine months ended September 30, 2007. The
      decrease in profitability for the nine months ended September 30, 2008 was
      due
      to the reasons described above.





**Liquidity
      and Capital Resources**





Cash
      and
      cash equivalents were $4,717,031 at September 30, 2008 and $2,783,243 at
      December 31, 2007. Our total current assets were $8,422,653 at September 30,
      2008 as compared to $7,465,892 at December 31, 2007. Our total current
      liabilities were $3,518,452 at September 30, 2008 as compared to $4,163,738
      at
      December 31, 2007.


16





We
      had
      working capital at September 30, 2008 of $4,904,201 compared with working
      capital of $3,302,154 at December 31, 2007. This increase in working capital
      was
      primarily due to increases in cash and cash equivalents and inventory, and
      decreases in accounts payable and accrued expenses.





During
      the nine months period ended September 30, 2008, net cash provided by operating
      activities was $1,390,456. Net cash provided by investing activities was
      $1,146,846, and net cash used in financing activities was $(344,840). Net change
      in cash and cash equivalents was an increase of $1,933,788.





**Off-Balance
      Sheet Arrangements**





We
      do not
      have any off balance sheet arrangements that are reasonably likely to have
      a
      current or future effect on our financial condition, revenues, and results
      of
      operations, liquidity or capital expenditures.




**Critical
      Accounting Policies**





***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.





*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, 2008 and December 31, 2007 the exchange rates between the NTD
      and
      the USD ($) were NTD1=$0.03111. and NTD1=$0.03077, respectively The
      weighted-average rates of exchange between NTD and USD were NTD1=$0.03222 and
      NTD1=$0.03031 for the nine months ended September 30, 2008 and September 30,
      2007, respectively. Total translation adjustment recognized as of September
      30,
      2008 and December 31, 2007 is $195,485 and $211,407,
      respectively.


17





**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 Company has adopted SFAS
      159
      in its financial statements. The adoption of SFAS 159 dos 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.





During
      March 2008, the FASB issued SFAS No. 161, “Disclosures about
      Derivative Instruments and Hedging Activities” (SFAS No. 161). SFAS
      No. 161 is intended to improve financial reporting about derivative
      instruments and hedging activities by requiring enhanced disclosures to enable
      investors to better understand their effects on an entity’s financial position,
      financial performance, and cash flows. SFAS No. 161 also improves
      transparency about the location and amounts of derivative instruments in an
      entity’s financial statements; how derivative instruments and related hedged
      items are accounted for under Statement 133; and how derivative instruments
      and
      related hedged items affect its financial position, financial performance,
      and
      cash flows. SFAS No. 161 is effective for financial statements issued for
      fiscal years and interim periods beginning after November 15, 2008, with
      early application encouraged. The Company is currently assessing the impact
      of
      SFAS No. 161.





In
      May 2008, the Financial Accounting Standards Board (FASB) issued
      Statements of Financial Standards No. 162 (SFAS 162), “ *The
      Hierarchy of Generally Accepted Accounting Principles* .”
SFAS
      162 is intended to improve financial reporting by identifying a consistent
      framework, or hierarchy, for selecting accounting principles to be used in
      preparing financial statements that are presented in conformity with U.S.
      generally accepted accounting principles (GAAP) for nongovernmental
      entities. SFAS 162 is effective 60 days following the SEC’s approval of the
      Public Company Accounting Oversight Board Auditing amendments to AU
      Section 411, “ *The
      Meaning of Present Fairly in Conformity with Generally Accepted Accounting
      Principles* .”
It
      is
      only effective for nongovernmental entities; therefore, the GAAP hierarchy
      will
      remain in SAS 69 for state and local governmental entities and federal
      governmental entities. The Company does not expect SFAS 162 to have a material
      effect on its consolidated financial statements.


18





**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, 2008
      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.**





On
      March
      5, 2008, we obtained stockholder consent for an amendment
      to our certificate of incorporation effectuating a three for one
      reverse stock split and to effectuate a migratory merger of the Company
      from Delaware to Nevada. Further information can be found in the Definitive
      Schedule 14C, filed with the Securities and Exchange Commission on March 24,
      2008.


19





**Item
      5.****Other
      Information.**





Not
      applicable.





**Item
      6.**  **Exhibits.**




**Exhibit****Number**
            
            **Description**2.1
            
            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 the Company'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 (now known 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)


20





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.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.


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**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 12, 2008
            By:
            /s/*Sheng-Peir
                Yang*Sheng-Peir
                YangChief
                Executive Officer, Presidentand
                Chairman of the Board





Date:
                November 12, 2008
            By:
            /s/*Chu
                Pi Yun*Chu
                Pi YunChief
                Financial Officer, Chief AccountingOfficer
                and Director




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