UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-Q/A


Amendment
No. 1




(Mark
One)





x
            QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
      FOR THE QUARTERLY PERIOD ENDED June 30, 2010 ̈
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT FOR THE TRANSITIONPERIOD
      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, 32 nd
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
      filer    ̈Non-accelerated
      filer     ̈
              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 June 30, 2010
was 30,063,759.








The
quarterly report of Omphalos, Corp. (the “Company”), for the fiscal quarter
ended June 30, 2010, filed on Form 10-Q with the Securities and Exchange
Commission (the “SEC”) on August 9, 2010 (the “Original 10-Q”), is hereby
amended to provide revised Section 302 Certifications and revised Section 906
Certifications.  In accordance with Sections 302 and 906,
respectively, of the Sarbanes-Oxley Act of 2002, currently dated certifications
of our principal executive officer and our principal financial officer are
attached to this Form 10-Q/A as Exhibits 31.01, 31.02, 32.01 and
32.02.





Except
for the revised certifications, we have not updated the disclosures contained in
this Form 10-Q/A to reflect events that have occurred subsequent to the filing
date of the Original 10-Q.  Accordingly, this Form 10-Q/A should be
read in conjunction with the Original 10-Q and our subsequent filings with the
SEC.









TABLE
OF CONTENTS





PagePART
      I - FINANCIAL INFORMATIONItem
      1.
                Financial
      Statements
                
                3Item
      2.
                Management’s
      Discussion and Analysis or Plan of Operation
                
                4Item
      3.
                Quantitative
      and Qualitative Disclosures About Market Risk
                
                6Item
      4.
                Controls
      and Procedures
                
                6PART
      II - OTHER INFORMATION6Item
      1.
                Legal
      Proceedings
                
                6Item
      2.
                Unregistered
      Sales of Equity Securities and Use of Proceeds
                
                6Item
      3.
                Defaults
      Upon Senior Securities
                
                6Item
      4.
                Removed
      and Reserved
                
                6Item
      5.
                Other
      Information
                
                6Item
      6.
                Exhibits
                
                6SIGNATURES
                
                8




2




PART
I - FINANCIAL INFORMATION





Item 1.   Financial
Statements.





CONTENTSPageCondensed
      Consolidated Balance Sheets
              
              F1
      - F2Condensed
      Consolidated Statements of Operations
              
              F3Condensed
      Consolidated Statements of Shareholders' Equity and Comprehensive
      Income
              F4Condensed
      Consolidated Statements of Cash Flows
              
              F5Notes
      to Consolidated Financial Statements
              
              F6
      - F8




3




OMPHALOS,
CORP.


CONDENSED
CONSOLIDATED BALANCE SHEETS





June 30,
                                
                                
                                December 31,2010
                                
                                
                                2009(Unaudited)AssetsCurrent
      AssetsCash
      and cash equivalents
                                
                                $
                                2,121,129
                                
                                
                                $
                                1,968,816Accounts
      receivable, net
                                
                                
                                341,395
                                
                                
                                
                                524,128Inventory,
      net
                                
                                
                                1,558,231
                                
                                
                                
                                1,565,424Prepaid
      and other current assets
                                
                                
                                392,140
                                
                                
                                
                                352,434Total
      current assets
                                
                                
                                4,412,895
                                
                                
                                
                                4,410,802Leasehold
      Improvements and Equipment, net
                                
                                
                                6,022
                                
                                
                                
                                7,476Intangible
      assets, net
                                
                                
                                38,911
                                
                                
                                
                                37,326Deposits
                                
                                
                                23,087
                                
                                
                                
                                67,740Total
      Assets
                                
                                $
                                4,480,915
                                
                                
                                $
                                4,523,344





See
accompanying Notes to Condensed Consolidated Financial Statements




F-1




OMPHALOS,
CORP.


CONDENSED
CONSOLIDATED BALANCE SHEETS





June 30,
                          
                          
                          December
                            31,2010
                          
                          
                          2009(Unaudited)Liabilities and Shareholders' EquityCurrent
      LiabilitiesAccounts
      payable
                          
                          $
                          467,211
                          
                          
                          $
                          309,174Accrued
      salaries and bonus
                          
                          
                          29,298
                          
                          
                          
                          34,350Accrued
      expenses
                          
                          
                          19,537
                          
                          
                          
                          34,874Total
      current liabilities
                          
                          
                          516,046
                          
                          
                          
                          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 June 30,
      2010
                          
                          
                          3,007
                          
                          
                          
                          3,007Additional
      paid-in capital
                          
                          
                          47,523
                          
                          
                          
                          47,523Other
      comprehensive income
                          
                          
                          367,294
                          
                          
                          
                          226,760Retained
      earnings
                          
                          
                          3,547,045
                          
                          
                          
                          3,867,656Total
      shareholders' equity
                          
                          
                          3,964,869
                          
                          
                          
                          4,144,946Total
      Liabilities and Shareholders' Equity
                          
                          $
                          4,480,915
                          
                          
                          $
                          4,523,344





See
accompanying Notes to Condensed Consolidated Financial
Statements


F-2




OMPHALOS,
CORP.


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


For
the Six Months Ended June 30, 2010 and 2009


(Unaudited)





Six Months Ended
                      
                      
                      Three Months EndedJune 30, 2010
                      
                      
                      June 30, 2009
                      
                      
                      June 30, 2010
                      
                      
                      June 30, 2009Revenues:Sales
      of goods, net
                      
                      $
                      766,729
                      
                      
                      $
                      939,399
                      
                      
                      $
                      299,233
                      
                      
                      $
                      785,346Operating
      costs and expenses:Cost
      of sales
                      
                      
                      581,819
                      
                      
                      
                      621,222
                      
                      
                      
                      199,437
                      
                      
                      
                      502,290Selling,
      general and administrative expenses
                      
                      
                      503,033
                      
                      
                      
                      554,330
                      
                      
                      
                      215,100
                      
                      
                      
                      274,302Loss
      from operations
                      
                      
                      (318,123
                      )
                      
                      
                      (236,153
                      )
                      
                      
                      (115,304
                      )
                      
                      
                      8,754Other
      income (expenses)Interest
      income
                      
                      
                      3,166
                      
                      
                      
                      35,021
                      
                      
                      
                      198
                      
                      
                      
                      33,024Other
      expenses
                      
                      
                      -
                      
                      
                      
                      (518
                      )
                      
                      
                      -
                      
                      
                      
                      (518
                      )Gain
      (loss) on foreign currency exchange
                      
                      
                      (5,655
                      )
                      
                      
                      (18,188
                      )
                      
                      
                      6,123
                      
                      
                      
                      (20,876
                      )Total
      other income (expense)
                      
                      
                      (2,488
                      )
                      
                      
                      16,315
                      
                      
                      
                      6,321
                      
                      
                      
                      11,630Loss
      before provision for income taxes
                      
                      
                      (320,611
                      )
                      
                      
                      (219,838
                      )
                      
                      
                      (108,983
                      )
                      
                      
                      20,384Provision
      for income taxes
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -Net
      loss
                      
                      $
                      (320,611
                      )
                      
                      $
                      (219,838
                      )
                      
                      $
                      (108,983
                      )
                      
                      $
                      20,384Weighted
      average number of common shares:Basic
      and diluted
                      
                      
                      30,063,759
                      
                      
                      
                      30,063,759
                      
                      
                      
                      30,063,759
                      
                      
                      
                      30,063,759Not
      loss per share:Basic
      and diluted
                      
                      $
                      (0.01
                      )
                      
                      $
                      (0.01
                      )
                      
                      $
                      (0.00
                      )
                      
                      $
                      0.00





See
accompanying Notes to Condensed Consolidated Financial Statements




F-3




OMPHALOS,
CORP.


CONDENSED
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY


AND
COMPREHENSIVE INCOME


For
the Six Months Ended June 30, 2010


(Unaudited)





Common Stock
                    
                    
                    Additonal
                    
                    
                    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
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    140,534
                    
                    
                    
                    140,534Net
      loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (320,611
                    )
                    
                    
                    -
                    
                    
                    
                    (320,611
                    )Balance
      at June 30, 2010
                    
                    
                    30,063,759
                    
                    
                    $
                    3,007
                    
                    
                    $
                    47,523
                    
                    
                    $
                    3,547,045
                    
                    
                    $
                    367,294
                    
                    
                    $
                    3,964,869





See
accompanying Notes to Condensed Consolidated Financial Statements




F-4




OMPHALOS,
CORP.


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


For
the Six Months Ended June 30, 2010 and 2009


(Unaudited)





June 30,
                      
                      
                      June 30,2010
                      
                      
                      2009Cash
      flows from operating activitiesNet
      loss
                      
                      $
                      (320,611
                      )
                      
                      $
                      (219,838
                      )Adjustments
      to reconcile net income to net cash provided by (used in) operating
      activities:Amortization
      and depreciation
                      
                      
                      2,061
                      
                      
                      
                      2,743Reduction
      in inventory valuation allowance
                      
                      
                      -
                      
                      
                      
                      (33,433
                      )Foreign
      currency exchange loss
                      
                      
                      5,655
                      
                      
                      
                      18,188Changes
      in assets and liabilities:Decrease
      (increase) in accounts receivable
                      
                      
                      196,722
                      
                      
                      
                      (81,902
                      )Decrease
      (increase) in inventory
                      
                      
                      61,713
                      
                      
                      
                      47,982Decrease
      (increase) in prepaid and other assets
                      
                      
                      19,510
                      
                      
                      
                      (175,720
                      )Increase
      (decrease) in accounts payable
                      
                      
                      143,497
                      
                      
                      
                      (1,221,038
                      )Increase
      (decrease) in accrued expenses
                      
                      
                      (22,324
                      )
                      
                      
                      (40,231
                      )Net
      cash provided by (used in)  operating activities
                      
                      
                      86,223
                      
                      
                      
                      (1,703,249
                      )Cash
      flows from investing activitiesPatent
      registration
                      
                      
                      (624
                      )
                      
                      
                      -Net
      cash used in investing activities
                      
                      
                      (624
                      )
                      
                      
                      -Cash
      flows from financing activitiesProceeds
      from repayment of loans from shareholders
                      
                      
                      -
                      
                      
                      
                      1,801Net
      cash provided by financing activities
                      
                      
                      -
                      
                      
                      
                      1,801Effect
      of exchange rate changes on cash and cash equivalents
                      
                      
                      66,715
                      
                      
                      
                      (61,642
                      )Net
      increase (decrease) in cash and cash equivalents
                      
                      
                      152,313
                      
                      
                      
                      (1,763,090
                      )Cash
      and cash equivalentsBeginning
                      
                      
                      1,968,816
                      
                      
                      
                      4,494,963Ending
                      
                      $
                      2,121,129
                      
                      
                      $
                      2,731,873Supplemental
      disclosure of cash flowsCash
      paid during the year for:Interest
      expense
                      
                      $
                      -
                      
                      
                      $
                      -Income
      tax
                      
                      $
                      -
                      
                      
                      $
                      -




See
accompanying Notes to Condensed Consolidated Financial Statements




F-5




OMPHALOS,
CORP.


NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


JUNE
30, 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.





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.


F-6





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 $508,701 and
$491,126 at June 30, 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 $3,238
and $2,750 at June 30, 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
dollar (“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 dollar, 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 Company financial statements are presented in the U.S.
dollar ($), which is the Company’s reporting currency, while its functional
currency is New Taiwan dollar (“NTD”). Transactions in foreign currencies are
initially recorded at the functional currency rate ruling at the date of
transaction. Any differences between the initially recorded amount and the
settlement amount are recorded as a gain or loss on foreign currency transaction
in the consolidated statements of income. Monetary assets and liabilities
denominated in foreign currency are translated at the functional currency rate
of exchange ruling at the balance sheet date. Any differences are taken to
profit or loss as a gain or loss on foreign currency translation in the
statements of income.




In
accordance with ASC 830, Foreign Currency Matters, the Company translates the
assets and liabilities into U.S. dollar ($) using the rate of exchange
prevailing at the balance sheet date and the statements of operations and cash
flows are translated at an average rate during the reporting period. Adjustments
resulting from the translation from NTD into U.S. dollar are recorded in
stockholders’ equity as part of accumulated other comprehensive
income.




Recently Issued
Accounting Pronouncements — 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.




In April
2010, the FASB issued ASU No. 2010-17—Revenue Recognition—Milestone Method
(Topic 605), which provides guidance on the criteria that should be met for
determining whether the milestone method of revenue recognition is appropriate.
A vendor can recognize consideration that is contingent upon achievement of a
milestone in its entirety as revenue in the period in which the milestone is
achieved only if the milestone meets all criteria to be considered substantive.
A milestone should be considered substantive in its entirety. An individual
milestone may not be bifurcated. The amendments in this Update are effective on
a prospective basis for milestones achieved in fiscal years, and interim periods
within those years, beginning on or after June 15, 2010. The Company expects
that the adoption of the amendments in this update will not have any significant
impact on its financial position and results of operations.




F-7


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 June 30, 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 June 30, 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
                    
                    
                    140,534
                    
                    
                    
                    140,534Balance
      at June 30, 2010
                    
                    $
                    367,294
                    
                    
                    $
                    367,294





*****




F-8




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 and Six Months Ended June 30, 2010 Compared to the Three Months and Six
Months Ended June 30, 2009





Three
Months Ended June 30, 2010 Compared to the Three Months Ended June 30,
2009





Net sales
for the three months ended June 30, 2010 were $299,233 as compared to $785,346
for the three months ended June 30, 2009. This represents a decrease of $486,113
or approximately 62% comparing the two periods.  The decrease in net
sales is primarily the result of a decrease in demand for end products due to
poor economic conditions.





Cost of
sales decreased by $302,853 or approximately 60%, to $199,437 for the three
months ended June 30, 2010 as compared to $502,290 for the three months ended
June 30, 2009. The decrease in cost of sales is primarily the result of a
decrease in sales volume.





For the
three months ended June 30, 2010, selling, general and administrative expenses
totaled $215,100. This was a decrease of $59,202 or approximately 21.6% as
compared to the same period in 2009. The decrease in selling, general and
administrative expenses is primarily the result of a decrease in commission,
salary and wages, and professional service fees.





For the
three months ended June 30, 2010, income (loss) from operations decreased to
($115,304) as compared to $8,754 for the three months ended June 30,
2009.  This represents a decrease of $124,058 comparing the two
periods.  The loss from operations for the three months ended June 30,
2010 is primarily the result of a decrease in net sales which partially offset
by a decrease in selling, general and administration expenses.





Other
income (expenses) was $6,321 and $11,630 for the three months ended June 30,
2010 and 2009, respectively.  This was a decrease of $5,903 or
approximately 45.6%.  The main reason for this decrease was a decrease
in interest income which partially offset by an increase in gain on foreign
currency exchange.





Our net
income (loss) was ($108,983) for the three months ended June 30, 2010 compared
to net income of $20,384 for the three months ended June 30, 2009. The decrease
in profitability for the three months ended June 30, 2010 was due to the reasons
described above.


4




Liquidity
and Capital Resources





Cash and
cash equivalents were $2,121,129 at June 30, 2010 and $1,968,816 at December 31,
2009. Our total current assets were $4,412,895 at June 30, 2010 as compared to
$4,410,802 at December 31, 2009. Our total current liabilities were $516,046 at
June 30, 2010 as compared to $378,398 at December 31, 2009.





We had
working capital at June 30, 2010 of $3,896,849 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 which partially offset by an increase in cash and cash
equivalents..





During
the six months ended June 30, 2010, net cash provided by operating activities
was $86,233. Net cash used in investing activities was ($624), and net cash
provided by financing activities was $0. Net change in cash and cash equivalents
was an increase of $152,313.





Six
Months Ended June 30, 2010 compared to the Six Months Ended June 30,
2009





Net sales
for the six months ended June 30, 2010 were $766,729 as compared to $939,399 for
the six months ended June 30, 2009. This represents a decrease of $172,670 or
approximately 18.4% comparing the two periods. The decrease in net sales for the
six months ended June 30, 2010 is primarily the result of a decrease in demand
for end products due to poor economic conditions.





Cost of
sales decreased by $39,403 or approximately 6.3%, to $581,819 for the six months
ended June 30, 2010 as compared to $621,222 for the six months ended June 30,
2009.  The decrease in cost of sales is primarily the result of a
decrease in sales volume and the increase in purchase costs.





For the
six months ended June 30, 2010, selling, general and administrative expenses
totaled $503,033.  This was a decrease of $51,297 or approximately
9.25% as compared to the same period in 2009. The decrease in selling, general
and administrative expenses is primarily the result of decreases in commission,
salary and wages,  and professional service fees.





For the
six months ended June 30, 2010, income (loss) from operations increased to
($318,123) as compared to ($236,153) for the six months ended June 30,
2009.  This represents an increased loss of $81,970 comparing the two
periods. The decrease in income from operations for the six months ended June
30, 2010 is primarily the result of a decrease in net sales and an increase in
cost of sales which was partially offset by a decrease in selling, general and
administrative expenses.





Other
income (expense) was ($2,488) and $16,315 for the six months ended June 30, 2010
and 2009, respectively. This was a decrease of $18,803.  The main
reason for this decrease was due to a decrease in interest income which
partially offset by a decrease in loss on foreign currency
exchange.





Our net
income (loss) was ($320,611) for the six months ended June 30, 2010 compared to
net income (loss) of ($219,838) for the six months ended June 30, 2009. The
decrease in profitability for the six months ended June 30, 2010 was due to the
reasons described above.




5




Item
3.   Quantitative and Qualitative Disclosures About Market
Risk.





N/A.





Item 4T.   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 June 30, 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.





None.





Item 3.
      Defaults Upon Senior
Securities.





None.




Item 4.
      Removed and
Reserved.





Item
5.       Other
Information.





None.





Item 6. 
     Exhibits.




6




Exhibit
              Number
            
            Description2.1
            
            Share
      Exchange Agreement dated February 5, 2008, between the Company and the
      parties set forth on the signature page thereof. (incorporated by
      reference to the Company’s Current Report on Form 8-K filed with the
      Commission on March 14, 2008)2.2
            
            Agreement
      and Plan of Merger (incorporated by reference to the Company’s Current
      Report on Form 8-K filed with the Commission on April 15,
      2008)3.1
            
            Articles
      of Amendment to the Articles of Incorporation of the Company (incorporated
      by reference to 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.




7




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:
      February 15, 2011
                By:
                /s/Sheng-Peir
      YangSheng-Peir
      YangChief
      Executive Officer, President
                  and
      Chairman of the Board




Date:
      February  15, 2011
                By:
                /s/Chu Pi
    YunChu
      Pi YunChief
      Financial Officer, Chief Accounting
                  Officer
      and Director




8