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, 2009o
              TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
                
                FOR
      THE TRANSITION PERIOD FROM __________ TO __________
                
                COMMISSION
      FILE NUMBER
___000-32341_____________




OMPHALOS,
CORP.


(Exact
name of registrant as specified in its charter)





Nevada
                  (State
      or other jurisdiction of incorporation or organization)
                84-1482082
                  (I.R.S.
      Employer Identification
No.)




Unit 2,
15 Fl., 83, Nankan Rd. Sec. 1,


Luchu
Taoyuan County


Taiwan


(Address
of principal executive offices, Zip Code)





011-8863-322-9658


(Registrant’s
telephone number, including area code)








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





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





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).   o Yes  o No





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





Large
accelerated filer o                                                                              Accelerated
filero


Non-accelerated
filero                                                                             Smaller
reporting company x





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




The
number of shares of registrant’s common stock outstanding, as of March 31, 2009
was 30,063,759.









TABLE
OF CONTENTS




PagePART
      I - FINANCIAL INFORMATIONItem
      1.       Financial Statements
                                                                                                                    1Item
      2.       Management’s Discussion and Analysis or
      Plan of Operation
                                                                                                                    10Item
      3.       Quantitative and Qualitative Disclosures
      About Market Risk
                                                                                                                    14Item
      4.        Controls and
      Procedures
                                                                                                                    14PART
      II - OTHER INFORMATIONItem
      1.       Legal Proceedings
                                                                                                                    14Item
      2.       Unregistered Sales of Equity Securities
      and Use of Proceeds
                                                                                                                    14Item
      3.       Defaults Upon Senior
      Securities
                                                                                                                    14Item
      4.       Submission of Matters to a Vote of
      Security Holders
                                                                                                                    15Item
      5.       Other Information
                                                                                                                    15Item
      6.       Exhibits
                                                                                                                    15SIGNATURES
                                                                                                                    16










PART
I - FINANCIAL INFORMATION





Item 1.   Financial
Statements.




CONTENTSPageCondensed
      Consolidated Balance Sheets
                                                                      
                                                                      
                                                                      1 -
      2Condensed
      Consolidated Statements of Operations
                                                                      
                                                                      
                                                                      3Condensed
      Consolidated Statements of Shareholders' Equity and Comprehensive Income
      (Loss)
                                                                      
                                                                      
                                                                      4Condensed
      Consolidated Statements of Cash Flows
                                                                      
                                                                      
                                                                      5Notes
      to Consolidated Financial Statements
                                                                      
                                                                      
                                                                      6-
      10









OMPHALOS,
CORP.





CONDENSED
CONSOLIDATED BALANCE SHEETS




March
      31,
                      
                      
                      December
      31,2009
                      
                      
                      2008Assets
                      
                      (Unaudited)Current
      AssetsCash
      and cash equivalents
                      
                      $
                      3,055,297
                      
                      
                      $
                      4,494,963Accounts
      receivable, net
                      
                      
                      272,424
                      
                      
                      
                      712,281Inventory,
      net
                      
                      
                      1,093,942
                      
                      
                      
                      1,116,918Prepaid
      and other current assets
                      
                      
                      85,903
                      
                      
                      
                      39,873Due
      from shareholders
                      
                      
                      194,777
                      
                      
                      
                      201,859Total
      current assets
                      
                      
                      4,702,343
                      
                      
                      
                      6,565,894Leasehold
      Improvements and Equipment, net
                      
                      
                      10,189
                      
                      
                      
                      11,864Intangible
      assets, net
                      
                      
                      35,924
                      
                      
                      
                      37,416Deposits
                      
                      
                      23,970
                      
                      
                      
                      24,842Total
      Assets
                      
                      $
                      4,772,426
                      
                      
                      $
                      6,640,016








1





OMPHALOS,
CORP.





CONDENSED
CONSOLIDATED BALANCE SHEETS





March
      31,
                              
                              December
      31,2009
                              
                              
                              2008Liabilities
      and Shareholders' Equity
                              
                              (Unaudited)Current
      LiabilitiesAccounts
      payable
                              
                              $
                              304,100
                              
                              
                              $
                              1,724,092Accrued
      salaries and bonus
                              
                              
                              35,655
                              
                              
                              
                              42,704Accured
      expenses
                              
                              
                              20,554
                              
                              
                              
                              52,258Total
      current liabilities
                              
                              
                              360,309
                              
                              
                              
                              1,819,054Shareholders'
      EquityCommon
      stock, $0.0001 par value, 120,000,000 sharesauthorized,
      30,063,759 shares issued and outstandingas
      of December 31, 2008 and March 31, 2009
                              
                              
                              3,007Additional
      paid-in capital
                              
                              
                              47,523
                              
                              
                              
                              47,523Other
      comprehensive income (loss)
                              
                              
                              (6,693
                              )
                              
                              
                              161,930Retained
      earnings
                              
                              
                              4,368,280
                              
                              
                              
                              4,608,502Total
      shareholders' equity
                              
                              
                              4,412,117
                              
                              
                              
                              4,820,962Total
      Liabilities and Shareholders' Equity
                              
                              $
                              4,772,426
                              
                              
                              $
                              6,640,016








2





OMPHALOS,
CORP.





CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


For the
Three Months Ended March 31, 2009 and 2008


(Unaudited)




March
      31, 2009
                          
                          
                          March
      31, 2008Revenues:Sales
      of goods, net
                          
                          $
                          154,053
                          
                          
                          $
                          1,543,978Other
      operating income
                          
                          
                          -
                          
                          
                          
                          3,171Total
      revenues
                          
                          
                          154,053
                          
                          
                          
                          1,547,149Operating
      costs and expenses:Cost
      of sales
                          
                          
                          118,932
                          
                          
                          
                          1,210,768Selling,
      general and administrative expenses
                          
                          
                          280,028
                          
                          
                          
                          421,605Loss
      from operations
                          
                          
                          (244,907
                          )
                          
                          
                          (85,224
                          )Other
      income (expenses)Interest
      income
                          
                          
                          1,997
                          
                          
                          
                          4,759Gain
      (loss) on foreign currency exchange
                          
                          
                          2,688
                          
                          
                          
                          (589,943
                          )Total
      other income (expense)
                          
                          
                          4,685
                          
                          
                          
                          (585,184
                          )Loss
      before provision for income taxes
                          
                          
                          (240,222
                          )
                          
                          
                          (670,408
                          )Provision
      for income taxes
                          
                          
                          -
                          
                          
                          
                          -Net
      loss
                          
                          $
                          (240,222
                          )
                          
                          $
                          (670,408
                          )Weighted
      average number of common shares:Basic
      and diluted
                          
                          
                          30,063,759
                          
                          
                          
                          28,983,099Not
      loss per share:Basic
      and diluted
                          
                          $
                          (0.01
                          )
                          
                          $
                          (0.02
                          )








3





OMPHALOS,
CORP.




CONDENSED
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY


AND
COMPREHENSIVE INCOME (LOSS)


For the
Three Months Ended March 31, 2009


(Unaudited)




Common
      Stock
                              
                              
                              Additonal
                              
                              
                              Retained
                              
                              
                              ComprehensiveShares
                              
                              
                              Amount
                              
                              
                              Paid-in
      Capital
                              
                              
                              Earning
                              
                              
                              Income
      (Loss)
                              
                              
                              TotalBalance
      at December 31, 2008
                              
                              
                              30,063,759
                              
                              
                              $
                              3,007
                              
                              
                              $
                              47,523
                              
                              
                              $
                              4,608,502
                              
                              
                              $
                              161,930
                              
                              
                              $
                              4,820,962Translation
      adjustment
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (168,623
                              )
                              
                              
                              (168,623
                              )Net
      loss
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (240,222
                              )
                              
                              
                              -
                              
                              
                              
                              (240,222
                              )Balance
      at March 31, 2009
                              
                              
                              30,063,759
                              
                              
                              $
                              3,007
                              
                              
                              $
                              47,523
                              
                              
                              $
                              4,368,280
                              
                              
                              $
                              (6,693
                              )
                              
                              $
                              4,412,117









4





OMPHALOS,
CORP.





CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


For the
Three Months Ended March 31, 2009 and 2008


(Unaudited)




March
      31, 2009
                            
                            
                            March
      31, 2008Cash
      flows from operating activitiesNet
      loss
                            
                            $
                            (240,222
                            )
                            
                            $
                            (670,408
                            )Adjustments
      to reconcile net income to net cash provided by (used in)operating
      activities:Amortization
      and depreciation
                            
                            
                            1,443
                            
                            
                            
                            1,339Loss
      due to inventory value decline
                            
                            
                            -
                            
                            
                            
                            5,823Gain
      on sales of property
                            
                            
                            -
                            
                            
                            
                            (3,171
                            )Foreign
      currency exchange (gains)
                            
                            
                            (2,688
                            )
                            
                            
                            589,943Changes
      in assets and liabilities:Decrease
      in accounts receivable
                            
                            
                            415,715
                            
                            
                            
                            1,715,787(Increase)
      in inventory
                            
                            
                            (16,242
                            )
                            
                            
                            (210,632
                            )(Increase)
      in prepaid and other assets
                            
                            
                            (47,525
                            )
                            
                            
                            (57,254
                            )(Decrease)
      in accounts payable
                            
                            
                            (1,362,279
                            )
                            
                            
                            (206,931
                            )(Decrease)
      in accrued expenses
                            
                            
                            (35,494
                            )
                            
                            
                            (143,536
                            )Net
      cash provided by (used in) operating activities
                            
                            
                            (1,287,292
                            )
                            
                            
                            1,020,960Cash
      flows from investing activitiesMaturities
      of held-to-maturity securities
                            
                            
                            -
                            
                            
                            
                            845,135Acquisition
      of patents
                            
                            
                            -
                            
                            
                            
                            (3,906
                            )Proceeds
      received from disposition of assets
                            
                            
                            -
                            
                            
                            
                            3,171Net
      cash provided by investing activities
                            
                            
                            -
                            
                            
                            
                            844,400Cash
      flows from financing activitiesDue
      to (from) related parties
                            
                            
                            -
                            
                            
                            
                            (92,009
                            )Dividend
      distributions
                            
                            
                            -
                            
                            
                            
                            (181,718
                            )Net
      cash used in financing activities
                            
                            
                            -
                            
                            
                            
                            (273,727
                            )Effect
      of exchange rate changes on cash and cash equivalents
                            
                            
                            (152,374
                            )
                            
                            
                            (402,627
                            )Net
      increase (decrease) in cash and cash equivalents
                            
                            
                            (1,439,666
                            )
                            
                            
                            1,189,006Cash
      and cash equivalentsBeginning
                            
                            
                            4,494,963
                            
                            
                            
                            2,783,243Ending
                            
                            $
                            3,055,297
                            
                            
                            $
                            3,972,249Supplemental
      disclosure of cash flowsCash
      paid during the year for:Interest
      expense
                            
                            $
                            -
                            
                            
                            $
                            -Income
      tax
                            
                            $
                            -
                            
                            
                            $
                            -Supplemental
      disclosure of noncash investing activityShares
      issued for acquisition of Soyodo Group Holdings, Inc.
                            
                            $
                            -
                            
                            
                            $
                            530








5




OMPHALOS,
CORP.





NOTES TO
THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


March 31,
2009





1.
            ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES





Basis of
Presentation— The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally accepted accounting
principles in the United States (“GAAP”) for interim financial reporting and in
accordance with instructions for Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, the unaudited condensed consolidated financial
statements contained in this report reflect all adjustments that are normal and
recurring in nature and considered necessary for a fair presentation of the
financial position and the results of operations for the interim periods
presented. The year-end condensed balance sheet data was derived from audited
financial statements, but does not include all disclosures required by GAAP. The
results of operations for the interim period are not necessarily indicative of
the results expected for the full year. These unaudited, condensed consolidated
financial statements, footnote disclosures and other information should be read
in conjunction with the financial statements and the notes thereto included in
the Company’s Annual Report on Form 10-K for the year ended December 31,
2008.





Organization— Soyodo Group Holdings, Inc. (the “Soyodo”) was incorporated on May 15,
1997 as Quixit, Inc. under the laws of the state of Colorado. On January 16,
2003, TOP Group Corp., a New York corporation, purchased 4,400,000 shares of the
Company's common stock, which represented 88% of the Company's outstanding
capital stock at that time. Prior to the change in control, the Company's
purpose was to investigate opportunities to be acquired by a company that
desired to be registered under the Securities Exchange Act of 1934, as amended.
In March 2003, the Company changed its state of incorporation from Colorado to
Delaware, and changed its name from Quixit, Inc. to TOP Group Holdings, Inc. In
August of 2005, the company changed its name from TOP Group Holdings, Inc. to
Soyodo Group Holdings, Inc.





In the
second quarter of 2005, the company decided to commence a chain of member-only
stores in locations with large Chinese immigrant populations, offering Chinese
culture-related merchandise such as books, pre-recorded CDs, stationery, gifts,
and sports goods. Subsequently, six retail stores had been opened. On June 30,
2006, however, the Company started to concentrate on its wholesale operation and
sold to its majority shareholder & principal executive officer, all the six
retail stores. Then on November 30, 2006, the company decided to go back to its
original plan of investigate opportunities to be acquired and sold to its
majority shareholder the remaining wholesale operation.





On
February 5, 2008, Soyodo Group Holdings, Inc. entered into and completed the
transactions contemplated under a Share Exchange Agreement (the “Exchange
Agreement”) with each of the shareholders (the “Shareholders”) of Omphalos Corp.
(B.V.I.), a British Virgin Islands corporation, pursuant to which Soyodo
purchased from the Shareholders all issued and outstanding shares of Omphalos
Corp. (B.V.I.)’ common stock in consideration for the issuance of an aggregate
of 81,996,275 shares of Soyodo common stock (the "Share Exchange"). The Share
Exchange resulted in a change in control of Soyodo with the Shareholders owning
81,996,275 shares of common stock of the Company out of a total of 90,191,275
issued and outstanding shares after giving effect to the Share Exchange. Also,
the Shareholders were elected directors of the Company, subject to Soyodo’s
disclosure obligations under the Securities Exchange Act of 1934, as amended,
and appointed as its executive officers. As a result of the Exchange Agreement,
(i) Omphalos Corp. (B.V.I.) became a wholly-owned subsidiary of Soyodo and (ii)
the Soyodo succeeded to the business of Omphalos Corp. (B.V.I.) as its sole
business.




6





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


Organization
(Continued)





Effective
April 18, 2008 Soyodo entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with Omphalos, Corp., a Nevada corporation. Pursuant to the
Merger Agreement, Soyodo was merged with and into the surviving corporation,
Omphalos Corp. The certificate of incorporation and bylaws of the surviving
corporation became the certificate of incorporation and bylaws of the Company,
and the directors and officers of Soyodo became the members of the board of
directors and officers of the Company. Following the execution of the Merger
Agreement, the Company filed with the Secretary of State of Delaware and Nevada,
a Certificate of Merger. Omphalos, Corp is incorporated on April 15, 2008 under
the laws of the state of Nevada. The main purpose of the merger is to change the
company’s name to Omphalos, Corp.





Omphalos
Corp. (B.V.I.) was incorporated on October 30, 2001 under the laws of the
British Virgin Islands. Omphalos Corp. (Taiwan) was incorporated on February 13,
1991 under the laws of Republic of China. All Fine Technology Co., Ltd. (Taiwan)
was incorporated on March 23, 2004 under the laws of Republic of China. All Fine
Technology Co., Ltd. (B.V.I.) was incorporated on February 2, 2005 under the
laws of the British Virgin Islands. These companies were under common control
and owned by same shareholders. On July 4, 2007,
Omphalos Corp. (BVI) acquired Omphalos Corp. (Taiwan) and All Fine Technology
Co. Ltd. (Taiwan) by paying $334,215 in cash to the shareholders. On October 19,
2007 Omphalos Corp. (BVI) completed the purchase of All Fine Technology Co. Ltd.
(BVI) by paying $2,095,230 in cash to the shareholders. Omphalos Corp. (B.V.I)
became the 100% shareholder of the other three entities. Omphalos Corp. (B.V.I.)
and its subsidiaries supplies a wide range of equipments and parts including
reflow soldering ovens and automated optical inspection machines for printed
circuit board (PCB) manufacturers in Taiwan and China. Collectively Omphalos,
Corp. (formerly Soyodo Group Holdings Inc.) and these four corporations are
referred to herein as the "Company".





Basis of
Consolidation / Combination— The aforementioned stock exchange
transaction made Omphalos Corp. (B.V.I.) a wholly owned subsidiary of Soyodo
after issuing 81,996,275 shares of Soyodo's common stock and resulted in the
shareholders of Omphalos (B.V.I.) obtaining a majority voting interest in
Soyodo. Accounting principles generally accepted in the United States require an
assessment of which entity is considered the accounting acquirer when an
exchange of stock occurs regardless of the legal form of the acquisition. The
factors to consider include which entity's shareholders will own the majority of
the voting common stock after the acquisition and the composition of the
governing body and the management of the company after the acquisition. Omphalos
was determined to be the acquirer for accounting purposes. Additionally, when an
acquisition takes place between a company with minimal or no operations (a shell
company) and an operating company, the transaction is treated as a
recapitalization rather than a business combination. As Soyodo is considered to
be a shell company, the transaction was treated as a recapitalization of
Omphalos Corp. (B.V.I.).





The
consolidated financial statements include the accounts of Omphalos Corp. and its
wholly owned subsidiaries.  All significant intercompany accounts and
transactions are eliminated.





Use of Estimates— The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.




Cash and Cash
Equivalents— Cash and cash equivalents include cash on hand and cash in
time deposits, certificates of deposit and all highly liquid debt instruments
with original maturities of three months or less.




7





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




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 $288,030
and $298,502 at March 31, 2009 and December 31, 2008, respectively.




Intangible Assets—Include cost of patent applications that are deferred and charged to
operations over their useful lives. The accumulated amortization is $2,104 and
$1,988 at March 31, 2009 and December 31, 2008, respectively. Annual
amortization expense of such intangible assets is expected to be $716 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.





As of
March 31, 2009 and December 31, 2008 the exchange rates between the NTD and the
USD ($) were NTD1=$0.02943. and NTD1=$0.03050, respectively The weighted-average
rates of exchange between NTD and USD were NTD1=$0.02949 and NTD1=$0.03171 for
the three months ended March31, 2009 and March 31, 2008, respectively. Total
translation adjustment recognized as of March 31, 2009 and December 31, 2008 is
$(6,693) and $161,930, respectively.





Recently Issued
Accounting Pronouncements — In April 2009, the FASB issued FSP
No. FAS 157-4, Determining Fair Value When the Volume and Level of Activity
for the Asset or the Liability Have Significantly Decreased and Identifying
Transactions That Are Not Orderly.  FSP No. FAS 157-4 amends Statement
No. 157 to provide additional guidance on (i) estimating fair value
when the volume and level of activity for an asset or liability have
significantly decreased in relation to normal market activity for the asset or
liability, and (ii) circumstances that may indicate that a transaction is
not orderly. FSP No. FAS 157-4 also requires additional disclosures about
fair value measurements in interim and annual reporting periods.  FSP
No. FAS 157-4 is effective for the Company for the quarter ending
June 30, 2009.  The Company does not expect the adoption of FSP
No. FAS 157-4 to have a material effect on its condensed consolidated
financial statements.





In
April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2,
Recognition and Presentation of Other-Than-Temporary Impairments (“FSP
No. FAS 115-2”).  FSP No. FAS 115-2 provides additional guidance
on the timing of impairment recognition and greater clarity about the credit and
noncredit components of impaired debt securities that are not expected to be
sold.  FSP No. FAS 115-2 also requires additional disclosures about
impairments in interim and annual reporting periods.  FSP No. FAS
115-2 is effective for the Company for the quarter ending June 30,
2009.  The Company does not expect the adoption of FSP No. FAS 115-2
to have a material effect on its condensed consolidated financial
statements.




8





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




In
April 2009, the FASB issued FSP No. FAS 107-1 and APB No. 28-1,
Interim Disclosures about Fair Value of Financial Instruments, which amends SFAS
No. 107, Disclosures about Fair Value of Financial Instruments, to require
disclosures about fair value of financial instruments for interim reporting
periods of publicly traded companies, as well as in annual financial
statements.  This FSP also amends APB Opinion No. 28, Interim Financial
Reporting,to require
those disclosures in summarized financial information at interim reporting
periods.  The disclosure requirements of FSP No. FAS 107-1 and
APB No. 28-1 will be required to be included in the Company’s interim
condensed consolidated financial statements for the three and six months ending
June 30, 2009.




In
December 2008, the FASB issued FSP No. FAS 132(R)-1, Employers’
Disclosures about Postretirement Benefit Plan Assets, which amends
Statement No. 132(R) Employers’ Disclosures about Pensions and
Other Postretirement Benefits-an amendment of FASB Statements No. 87, 88,
and 106,torequire more detailed
disclosures about employers’ plan assets, including employers’ investment
strategies, major categories of plan assets, concentrations of risk within plan
assets, and valuation techniques used to measure the fair value of plan
assets.  The disclosure requirements of FSP No. FAS 132(R)-1 will be
required to be included in the Company’s annual consolidated financial
statements for the year ending December 31, 2009.





2.
              RELATED-PARTY
      TRANSACTIONS





Operating
Leases---The Company leases its facility from a shareholder under an
operating lease agreement which expires on December 31, 2009. The monthly base
rent is approximately $2,200. Rent expense under this lease agreement amounted
to approximately $6,600 and $6,600 for the periods ended March 31, 2009 and
2008, respectively.




Advances to /
from Shareholders –The advances to or from shareholders are non-interest
bearing and without fixed terms of repayment.




3.
            OTHER
      COMPREHENSIVE INCOME




Balances
of related after-tax components comprising accumulated other comprehensive
income (loss), included in stockholders' equity, at March 31, 2009 and December
31, 2008 are as follows:




Foreign
      Currency Translation Adjustment
                                      
                                      
                                      
                                      Accumulated
      Other Comprehensive IncomeBalance
      at December 31, 2008
                                      
                                      $
                                      161,930
                                      
                                      
                                      $
                                      161,930Change
      for the period
                                      
                                      
                                      (168,623
                                      )
                                      
                                      $
                                      (168,623
                                      )Balance
      at March 31, 2009
                                      
                                      $
                                      (6,693
                                      )
                                      
                                      $
                                      (6,693
                                      )





*****




9




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





Cautionary Note Regarding
Forward-Looking Statements





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





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





Overview





The Company was incorporated as "Quixit, Inc." on May 15,
1997, under the laws of the State of Colorado. On January 16, 2003, TOP Group
Corp., a New York corporation, purchased 4,400,000 shares of the Company's
common stock, which represented 88% of the Company's outstanding capital stock
at that time. Prior to the change in control, the Company's purpose was to
investigate opportunities to be acquired by a company that desired to be
registered under the Securities Exchange Act of 1934, as amended. In March 2003,
the Company changed its state of incorporation from Colorado to Delaware, and
changed its name from Quixit, Inc. to TOP Group Holdings, Inc. In August of
2005, the company changed its name from TOP Group Holdings, Inc. to Soyodo Group
Holdings, Inc. (“Soyodo”).





In the
second quarter of 2005, the company decided to commence a chain of member-only
stores in locations with large Chinese immigrant populations, offering Chinese
culture-related merchandise such as books, pre-recorded CDs, stationery, gifts,
and sports goods. Subsequently, six retail stores had been opened. On June 30,
2006, however, the Company started to concentrate on its wholesale operation and
sold to its majority shareholder & principal executive officer, all the six
retail stores. Then on November 30, 2006, the company decided to go back to its
original plan to investigate opportunities to be acquired and sold to its
majority shareholder the remaining wholesale operation.





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




10





The Share
Exchange resulted in a change in control of Soyodo with the Shareholders owning
81,996,275 shares of common stock of the Company out of a total of 90,191,275
issued and outstanding shares after giving effect to the Share Exchange. Also,
the Shareholders were elected directors of the Company, subject to Soyodo’s
disclosure obligations under the Securities Exchange Act of 1934, as amended,
and appointed as its executive officers. As a result of the Exchange Agreement,
(i) Omphalos BVI became a wholly-owned subsidiary of Soyodo and (ii) Soyodo
succeeded to the business of Omphalos BVI as its sole business.





Effective
April, 15, 2008, Soyodo filed a Certificate of Amendment to its Certificate of
Incorporation with the Secretary of State of Delaware, to effect a one (1) for
three (3) reverse split of the issued and outstanding common shares of Soyodo
whereby every three shares of common stock held were exchanged for one share of
common stock. As a result, the issued and outstanding shares of common stock
were reduced from 90,191,276 prior to the reverse split to approximately
30,063,759 following the reverse stock split. The authorized capital remained at
120,000,000 shares of common stock and any shareholder who beneficially owned a
fractional share of common stock after the reverse stock split had their
fractional share rounded up to the nearest whole share.





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





Results
of Operations





Three
Months Ended March 31, 2009 Compared to the Three Months Ended March 31,
2008





Net sales
for the three months ended March 31 2009 were $154,053 as compared to $1,547,149
for the three months ended March 31 2008.  This represents a decrease
of $1,393,096 or 90.0% comparing the two periods.  The decrease in net
sales for the three months ended March 31, 2009 is primarily the result of a
decrease in demand for end products due to the economic downturn.





Cost of
sales decreased by $1,091,836 or 90.2%, to $118,932 for the three months ended
March 31, 2009 as compared to $1,210,768 for the three months ended March 31,
2008.  The decrease in cost of sales is primarily the result of a
decrease in sales volume.





For the
three months ended March 31, 2009, selling, general and administrative expenses
totaled $280,028. This was a decrease of $141,577 or 33.6% as compared to the
same period 2008. The decrease is attributable primarily to a decrease in
professional service fees, travel, entertainment, and commission which partially
offset by an increase in salary and wage expenses.





For the
three months ended March 31, 2009, income (loss) from operations decreased to
$(244,907) as compared to $(85,224) for the three months ended March 31, 2008.
This represents a decrease of $159,683 or 187.4% comparing the two
periods.  The decrease in income from operations for the three months
ended March 31, 2009 is primarily the result of a decrease in net sales and
administrative expenses.





Other
income was $4,685 and $(585,184) for the three months ended March 31, 2009 and
2008, respectively. This was an increase of $ 589,869, or 100.8%.  The
main reason for this increase was due to an increase in gain on foreign currency
exchange.




11





Our net
loss was $(240,222) for the three months ended March 31, 2009 compared to a net
income of $(670,408) for the three months ended March 31,
2008.   The decrease in profitability for the three months ended
March 31, 2009 was due to the reasons described above.





Liquidity
and Capital Resources





Cash and
cash equivalents were $3,055,297 at March 31, 2009 and $4,494,963 at December
31, 2008. Our total current assets were $4,702,343 at March 31, 2009 as compared
to $6,565,894 at December 31, 2008. Our total current liabilities were $360,309
at March 31, 2009 as compared to $1,819,054 at December 31, 2008.





We had
working capital at March 31, 2009 of $4,342,034 compared with working capital of
$4,746,840 at December 31, 2008. This decrease in working capital was primarily
due to decreases in cash and cash equivalents and accounts receivable. The
decrease was partially offset by a decrease in Accounts payable.





During
the three months period ended March 31, 2009, net cash used in operating
activities was $(1,287,292). Net cash provided by investing activities was $0,
and net cash used in financing activities was $0. Net change in cash and cash
equivalents was a decrease of $1,439,666.





Off-Balance
Sheet Arrangements





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




Critical
Accounting Policies





Cash Equivalents,
and Long-term Investments— Cash and cash equivalents include cash on
hand and cash in time deposits, certificates of deposit and all highly liquid
debt instruments with original maturities of three months or
less.





Long-term
investments consist of certificates of deposit (CDs) with maturities in excess
of one year.





Foreign-currency Transactions— Foreign-currency transactions are recorded in New Taiwan dollars
(“NTD”) at the rates of exchange in effect when the transactions occur. Gains or
losses resulting from the application of different foreign exchange rates when
cash in foreign currency is converted into New Taiwan dollars, or when
foreign-currency receivables or payables are settled, are credited or charged to
income in the year of conversion or settlement. On the balance sheet dates, the
balances of foreign-currency assets and liabilities are restated at the
prevailing exchange rates and the resulting differences are charged to current
income except for those foreign currencies denominated investments in shares of
stock where such differences are accounted for as translation adjustments under
stockholders’ equity.





Translation
Adjustment— The accounts of the Company was maintained, and its
financial statements were expressed, in New Taiwan Dollar (“NTD”). Such
financial statements were translated into U.S. Dollars (“$” or “USD”) in
accordance SFAS No. 52, "Foreign Currency Translation", with theNTD 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.




12





As of
March 31, 2009 and December 31, 2008 the exchange rates between the NTD and the
USD ($) were NTD1=$0.02943. and NTD1=$0.03050, respectively The weighted-average
rates of exchange between NTD and USD were NTD1=$0.02949 and NTD1=$0.03171 for
the three months ended March31, 2009 and March 31, 2008, respectively. Total
translation adjustment recognized as of March 31, 2009 and December 31, 2008 is
$(6,693) and $161,930, respectively.





Recently
Issued Accounting Pronouncements





In
April 2009, the FASB issued FSP No. FAS 157-4, Determining Fair Value
When the Volume and Level of Activity for the Asset or the Liability Have
Significantly Decreased and Identifying Transactions That Are Not Orderly. 
FSP No. FAS 157-4 amends Statement No. 157 to provide additional
guidance on (i) estimating fair value when the volume and level of activity
for an asset or liability have significantly decreased in relation to normal
market activity for the asset or liability, and (ii) circumstances that may
indicate that a transaction is not orderly. FSP No. FAS 157-4 also requires
additional disclosures about fair value measurements in interim and annual
reporting periods.  FSP No. FAS 157-4 is effective for the Company for
the quarter ending June 30, 2009.  The Company does not expect the
adoption of FSP No. FAS 157-4 to have a material effect on its condensed
consolidated financial statements.





In
April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2,
Recognition and Presentation of Other-Than-Temporary Impairments (“FSP
No. FAS 115-2”).  FSP No. FAS 115-2 provides additional guidance
on the timing of impairment recognition and greater clarity about the credit and
noncredit components of impaired debt securities that are not expected to be
sold.  FSP No. FAS 115-2 also requires additional disclosures about
impairments in interim and annual reporting periods.  FSP No. FAS
115-2 is effective for the Company for the quarter ending June 30,
2009.  The Company does not expect the adoption of FSP No. FAS 115-2
to have a material effect on its condensed consolidated financial
statements.




In
April 2009, the FASB issued FSP No. FAS 107-1 and APB No. 28-1,
Interim Disclosures about Fair Value of Financial Instruments, which amends SFAS
No. 107, Disclosures about Fair Value of Financial Instruments, to require
disclosures about fair value of financial instruments for interim reporting
periods of publicly traded companies, as well as in annual financial
statements.  This FSP also amends APB Opinion No. 28, Interim Financial
Reporting,to require
those disclosures in summarized financial information at interim reporting
periods.  The disclosure requirements of FSP No. FAS 107-1 and
APB No. 28-1 will be required to be included in the Company’s interim
condensed consolidated financial statements for the three and six months ending
June 30, 2009.




In
December 2008, the FASB issued FSP No. FAS 132(R)-1, Employers’
Disclosures about Postretirement Benefit Plan Assets, which amends
Statement No. 132(R) Employers’ Disclosures about Pensions and
Other Postretirement Benefits-an amendment of FASB Statements No. 87, 88,
and 106,torequire more detailed
disclosures about employers’ plan assets, including employers’ investment
strategies, major categories of plan assets, concentrations of risk within plan
assets, and valuation techniques used to measure the fair value of plan
assets.  The disclosure requirements of FSP No. FAS 132(R)-1 will be
required to be included in the Company’s annual consolidated financial
statements for the year ending December 31, 2009.




13





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, 2009 to ensure
that information required to be disclosed by us in the reports that we file or
submit under the Exchange Act is: (1) accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate to allow timely decisions regarding required disclosure; and (2)
recorded, processed, summarized and reported, within the time periods specified
in the Commission's rules and forms.





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





PART II





Item 1.   Legal
Proceedings.




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





Item
1A.Risk Factors.





Not Applicable.





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





Not Applicable.





Item 3.   Defaults Upon Senior
Securities.





Not
Applicable.




14




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





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





Item
5.   Other
Information.





Not
applicable.





Item 6.Exhibits.





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




15





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 15, 2009
              By:
              /s/ Sheng-Peir
      YangSheng-Peir
      YangChief
      Executive Officer, President
                and
      Chairman of the Board




Date:
      May 15, 2009
              By:
              /s/
      Chu Pi
      YunChu
      Pi YunChief
      Financial Officer, Chief Accounting
                Officer
      and Director




16