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 March 31, 2010 ̈
              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)





(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
 ̈





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).    ̈ Yes   ̈ 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  ̈
              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  ̈  No x




The
number of shares of registrant’s common stock outstanding, as of April 20,2010was
30,063,759.








TABLE
OF CONTENTS




PagePART
      I - FINANCIAL INFORMATIONItem
      1.       Financial Statements
                                      
                                      3Item
      2.       Management’s Discussion and Analysis or
      Plan of Operation
                                      
                                      11Item
      3.       Quantitative and Qualitative Disclosures
      About Market Risk
                                      
                                      13Item
      4.        Controls and
      Procedures
                                      
                                      13PART
      II - OTHER INFORMATIONItem
      1.       Legal Proceedings
                                      
                                      13Item
      2.       Unregistered Sales of Equity Securities
      and Use of Proceeds
                                      
                                      13Item
      3.       Defaults Upon Senior
      Securities
                                      
                                      13Item
      4.       Removed and Reserved
                                      
                                      13Item
      5.       Other Information
                                      
                                      13Item
      6.       Exhibits
                                      
                                      14SIGNATURES
                                      
                                      15


2




PART
I - FINANCIAL INFORMATION





Item 1.   Financial
Statements.


OMPHALOS,
CORP.


CONDENSED
CONSOLIDATED BALANCE SHEETS





March
      31,
                    
                    
                    December
      31,2010
                    
                    
                    2009(Unaudited)AssetsCurrent
      AssetsCash
      and cash equivalents
                    
                    $
                    2,194,881
                    
                    
                    $
                    1,968,816Accounts
      receivable, net
                    
                    
                    356,595
                    
                    
                    
                    524,128Inventory,
      net
                    
                    
                    1,584,146
                    
                    
                    
                    1,565,424Prepaid
      and other current assets
                    
                    
                    369,295
                    
                    
                    
                    352,434Total
      current assets
                    
                    
                    4,504,917
                    
                    
                    
                    4,410,802Leasehold
      Improvements and Equipment, net
                    
                    
                    6,714
                    
                    
                    
                    7,476Intangible
      assets, net
                    
                    
                    38,004
                    
                    
                    
                    37,326Deposits
                    
                    
                    23,550
                    
                    
                    
                    67,740Total
      Assets
                    
                    $
                    4,573,185
                    
                    
                    $
                    4,523,344





See
accompanying Notes to Condensed Consolidated Financial
Statements


3





OMPHALOS,
CORP.


CONDENSED
CONSOLIDATED BALANCE SHEETS




March
      31,
                                  
                                  
                                  December
      31,2010
                                  
                                  
                                  2009(Unaudited)Liabilities
      and Shareholders' EquityCurrent
      LiabilitiesAccounts
      payable
                                  
                                  $
                                  507,709
                                  
                                  
                                  $
                                  309,174Accrued
      salaries and bonus
                                  
                                  
                                  31,964
                                  
                                  
                                  
                                  34,350Accrued
      expenses
                                  
                                  
                                  42,355
                                  
                                  
                                  
                                  34,874Total
      current liabilities
                                  
                                  
                                  582,028
                                  
                                  
                                  
                                  378,398Shareholders'
      EquityCommon
      stock, $0.0001 par value, 120,000,000 shares authorized, 30,063,759 shares
      issued and outstanding as of December 31, 2009 and March 31,
      2010
                                  
                                  
                                  3,007
                                  
                                  
                                  
                                  3,007Additional
      paid-in capital
                                  
                                  
                                  47,523
                                  
                                  
                                  
                                  47,523Other
      comprehensive income
                                  
                                  
                                  284,599
                                  
                                  
                                  
                                  226,760Retained
      earnings
                                  
                                  
                                  3,656,028
                                  
                                  
                                  
                                  3,867,656Total
      shareholders' equity
                                  
                                  
                                  3,991,157
                                  
                                  
                                  
                                  4,144,946Total
      Liabilities and Shareholders' Equity
                                  
                                  $
                                  4,573,185
                                  
                                  
                                  $
                                  4,523,344




See
accompanying Notes to Condensed Consolidated Financial
Statements


4





OMPHALOS,
CORP.


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


For
the Three Months Ended March 31, 2010 and 2009


(Unaudited)





March
      31, 2010
                  
                  
                  March
      31, 2009Revenues:Sales
      of goods, net
                  
                  $
                  467,496
                  
                  
                  $
                  154,053Operating
      costs and expenses:Cost
      of sales
                  
                  
                  382,382
                  
                  
                  
                  118,932Selling,
      general and administrative expenses
                  
                  
                  287,933
                  
                  
                  
                  280,028Loss
      from operations
                  
                  
                  (202,818
                  )
                  
                  
                  (244,907
                  )Other
      income (expenses)Interest
      income
                  
                  
                  2,968
                  
                  
                  
                  1,997Gain
      (loss) on foreign currency exchange
                  
                  
                  (11,778
                  )
                  
                  
                  2,688Total
      other income (expense)
                  
                  
                  (8,810
                  )
                  
                  
                  4,685Loss
      before provision for income taxes
                  
                  
                  (211,628
                  )
                  
                  
                  (240,222
                  )Provision
      for income taxes
                  
                  $
                  -
                  
                  
                  $
                  -Net
      loss
                  
                  $
                  (211,628
                  )
                  
                  $
                  (240,222
                  )Weighted
      average number of common shares:Basic
      and diluted
                  
                  
                  30,063,759
                  
                  
                  
                  30,063,759Not
      loss per share:Basic
      and diluted
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.01
                  )





See
accompanying Notes to Condensed Consolidated Financial
Statements


5





OMPHALOS,
CORP.


CONDENSED
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY


AND
COMPREHENSIVE INCOME


For
the Three Months Ended March 31, 2010


(Unaudited)





Common
      Stock
                      
                      
                      Additional
                      
                      
                      Retained
                      
                      
                      ComprehensiveShares
                      
                      
                      Amount
                      
                      
                      Paid-in
      Capital
                      
                      
                      Earning
                      
                      
                      Income
                      
                      
                      TotalBalance
      at December 31, 2009
                      
                      
                      30,063,759
                      
                      
                      $
                      3,007
                      
                      
                      $
                      47,523
                      
                      
                      $
                      3,867,656
                      
                      
                      $
                      226,760
                      
                      
                      $
                      4,144,946Translation
      adjustment
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      57,839
                      
                      
                      
                      57,839Net
      loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (211,628
                      )
                      
                      
                      -
                      
                      
                      
                      (211,628
                      )Balance
      at March 31, 2010
                      
                      
                      30,063,759
                      
                      
                      $
                      3,007
                      
                      
                      $
                      47,523
                      
                      
                      $
                      3,656,028
                      
                      
                      $
                      284,599
                      
                      
                      $
                      3,991,157





See
accompanying Notes to Condensed Consolidated Financial
Statements


6





OMPHALOS,
CORP.


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


For
the Three Months Ended March 31, 2010 and 2009


(Unaudited)




March
      31,
                        
                        
                        March
      31,2010
                        
                        
                        2009Cash
      flows from operating activitiesNet
      loss
                        
                        $
                        (211,628
                        )
                        
                        $
                        (240,222
                        )Adjustments
      to reconcile net income to net cash provided by (used in) operating
      activities:Amortization
      and depreciation
                        
                        
                        1,054
                        
                        
                        
                        1,443Foreign
      currency exchange (gains)
                        
                        
                        11,778
                        
                        
                        
                        (2,688
                        )Changes
      in assets and liabilities:Decrease
      (increase) in accounts receivable
                        
                        
                        174,188
                        
                        
                        
                        415,715Decrease
      (increase) in inventory
                        
                        
                        3,467
                        
                        
                        
                        (16,242
                        )Decrease
      (increase) in prepaid and other assets
                        
                        
                        33,141
                        
                        
                        
                        (47,525
                        )Increase
      (decrease) in accounts payable
                        
                        
                        193,285
                        
                        
                        
                        (1,362,279
                        )Increase
      (decrease) in accrued expenses
                        
                        
                        4,096
                        
                        
                        
                        (35,494
                        )Net
      cash provided by (used in)  operating activities
                        
                        
                        209,380
                        
                        
                        
                        (1,287,292
                        )Cash
      flows from investing activitiesPatent
      registration
                        
                        
                        (338
                        )
                        
                        
                        -Net
      cash used in investing activities
                        
                        
                        (338
                        )
                        
                        
                        -Effect
      of exchange rate changes on cash and cash equivalents
                        
                        
                        17,023
                        
                        
                        
                        (152,374
                        )Net
      increase (decrease) in cash and cash equivalents
                        
                        
                        226,065
                        
                        
                        
                        (1,439,666
                        )Cash
      and cash equivalentsBeginning
                        
                        
                        1,968,816
                        
                        
                        
                        4,494,963Ending
                        
                        $
                        2,194,881
                        
                        
                        $
                        3,055,297Supplemental
      disclosure of cash flowsCash
      paid during the year for:Interest
      expense
                        
                        $
                        -
                        
                        
                        $
                        -Income
      tax
                        
                        $
                        -
                        
                        
                        $
                        -




See
accompanying Notes to Condensed Consolidated Financial
Statements


7


OMPHALOS,
CORP.




NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


March
31, 2010





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,
2009.





Organization— Omphalos Corp. was incorporated as Soyodo Group Holdings, Inc. (the
“Soyodo”) under the laws of Delaware in March 2003. On February 5, 2008, Soyodo
acquired the outstanding shares of Omphalos Corp. Omphalos Corp. (the “Omphalos
BVI) was incorporated on October 30, 2001 under the laws of the British Virgin
Islands. For accounting purposes, the acquisition was treated as a
recapitalization of Omphalos BVI. Omphalos BVI owns 100% of Omphalos Corp.
(Taiwan), All Fine Technology Co., Ltd. (Taiwan), and All Fine Technology Co.,
Ltd. (B.V.I.). Omphalos Corp. (Taiwan) and 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. 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.





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.


8





Basis of
Consolidation— 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 $498,093
and $491,126 at March 31, 2010 and December 31, 2009, respectively.




Intangible Assets—Include cost of patent applications that are deferred and charged to
operations over their useful lives. The accumulated amortization is $2,979 and
$2,750 at March 31, 2010 and December 31, 2009, respectively. Annual
amortization expense of such intangible assets is expected to be $760 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.


9




Recently Issued
Accounting Pronouncements — In June 2009, the Financial Accounting
Standards Boardissued guidance,
which contains amendments toAccounting Standards Codification 810,
"Consolidation," relating to how a company determines when an entity that is
insufficiently capitalized or is not controlled through voting (or similar
rights) should be consolidated. The determination of whether a company is
required to consolidate an entity is based on, among other things, an entity's
purpose and design and a company's ability to direct the activities of the
entity that most significantly impact the entity's economic performance. These
provisions became effective for us on January 1, 2010, but did not have a
material impact on our financial position or results of operations.




In
October 2009, the FASB issued ASU No. 2009-13, “Multiple-Deliverable
Revenue Arrangements,” or ASU 2009-13, which amends existing revenue recognition
accounting pronouncements that are currently within the scope of ASC 605. This
guidance eliminates the requirement to establish the fair value of undelivered
products and services and instead provides for separate revenue recognition
based upon management’s estimate of the selling price for an undelivered item
when there is no other means to determine the fair value of that undelivered
item. ASU 2009-13 is effective for the Company prospectively for revenue
arrangements entered into or materially modified beginning January 1, 2011.
The Company is currently evaluating the impact, if any, that the adoption of
this amendment will have on its consolidated financial statements.




In
January 2010, the FASB issued Accounting Standards Update (“ASU”)
No. 2010-06, Improving Disclosures about Fair
Value Measurements , which, among other things, amends Accounting Standards Topic 820 Fair
Value Measurements and Disclosures (ASC 820) to require entities to
separately present purchases, sales, issuances, and settlements in their
reconciliation of Level 3 fair value measurements (i.e., to present
such items on a gross basis rather than on a net basis), and which clarifies
existing disclosure requirements provided by ASC 820 regarding the level of
disaggregation and the inputs and valuation techniques used to measure fair
value for measurements that fall within either Level 2 or Level 3 of
the fair value hierarchy. ASU No. 2010-06 is effective for interim and
annual periods beginning after December 15, 2009, except for the
disclosures about purchases, sales, issuances, and settlements in the roll
forward of activity in Level 3 fair value measurements which are effective
for fiscal years beginning after December 15, 2010 and for interim periods
within those fiscal years. The Company’s adoption of this standard had no impact
on its consolidated financial position, results of operations or cash
flows.





2.
            RELATED-PARTY
      TRANSACTIONS





Operating
Leases—The Company leases its facility from a shareholder under an
operating lease agreement which expires on December 31, 2010. The monthly base
rent is approximately $2,200. Rent expense under this lease agreement amounted
to approximately $6,600 and $6,600 for the periods ended March 31, 2010 and
2009, respectively.





3.
            OTHER
      COMPREHENSIVE INCOME





Balances
of related after-tax components comprising accumulated other comprehensive
income (loss), included in stockholders' equity, at March 31, 2010 and December
31, 2009 are as follows:





Foreign Currency
                    Translation Adjustment
                  
                  
                  Accumulated Other
                    Comprehensive IncomeBalance
      at December 31, 2009
                  
                  $
                  226,760
                  
                  
                  $
                  226,760Change
      for the period
                  
                  
                  57,839
                  
                  
                  
                  57,839Balance
      at March 31, 2010
                  
                  $
                  284,599
                  
                  
                  $
                  284,599





******


10




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, 2009.





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 Ended March 31, 2010 Compared to
the Three Months Ended March 31, 2009





Net sales
for the three months ended March 31, 2010 were $467,496 as compared to $154,053
for the three months ended March 31, 2009.  This represents a increase
of $313,443 or 203.5% comparing the two periods.  The increase in net
sales is primarily the result of an increase in demand for end products due to
the economic recovery.





Cost of
sales increased by $263,450 or 221.5%, to $382,382 for the three months ended
March 31, 2010 as compared to $118,932 for the three months ended March 31,
2009.  The increase in cost of sales is primarily the result of an
increase in sales volume.





For the
three months ended March 31, 2010, selling, general and administrative expenses
totaled $287,933. This was an increase of $7,905 or 2.8% as compared to the same
period 2009. The increase in selling, general and administrative expenses is
primarily the result of increase in travel and entertainment
expenses.





For the
three months ended March 31, 2010, income (loss) from operations increase to
$(202,818)  as compared to $(244,907)  for the three months
ended March 31, 2009.  This represents a increase of $42,088 or 17.2 %
comparing the two periods.  The increase in income from operations for
the three months ended March 31, 2010 is primarily the result of an
increase  in net sales which partially offset by a decrease in
selling, general and administration expenses.





Other
income (expenses) was $(8,810) and $4,685 for the three months ended March 31,
2010 and 2009, respectively.  This was a decrease of $(13,495) or
288%.  The main reason for this decrease was due to a loss on foreign
currency exchange.




11




Our net
income (loss) was $(211,628) for the three months ended March 31, 2010 compared
to a net income of $(240,222) for the three months ended March 31, 2009. The
increase in profitability for the three months ended March 31, 2010 was due to
the reasons described above.





Liquidity
and Capital Resources





Cash and
cash equivalents were $2,194,881 at March 31, 2010 and $1,968,816 at December
31, 2009. Our total current assets were $4,504,917 at March 31, 2010 as compared
to $4,410,802 at December 31, 2009. Our total current liabilities were $582,028
at March 31, 2010 as compared to $378,398 at December 31, 2009.





We had
working capital at March 31, 2010 of $3,922,889 compared with working capital of
$4,032,404  at December 31, 2009. This decrease in working capital was
primarily due to a decrease in accounts receivable and an increase in accounts
payable.





During
the three months ended March 31, 2010, net cash provided by operating activities
was $209,380. Net cash used in investing activities was $(388), and net cash
provided by financing activities was $0. Net change in cash and cash equivalents
was an increase of $226,065.




12





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 March 31, 2010 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.   Removed and Reserved.





Item
5.   Other
Information.





Not
applicable.




13




Item 6.  Exhibits.





ExhibitNumber
                    
                    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 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)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.




14





SIGNATURES





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




OMPHALOS,
      CORP.Date:
      May 10, 2010
                    By:
                    /s/ Sheng-Peir
      YangSheng-Peir
      YangChief
      Executive Officer, President
                      and
      Chairman of the
Board




Date:
      May 10, 2010
                    By:
                    /s/
      Chu
      Pi
      YunChu
      Pi YunChief
      Financial Officer, Chief Accounting
                      Officer
      and
Director




15