UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 Form
10-Q/A
  (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, 2008o
              TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
                
                FOR
      THE TRANSITION PERIOD FROM __________ TO __________
                
                COMMISSION
      FILE NUMBER
___000-32341_____________
  OMPHALOS,
CORP.
 (Exact
name of registrant as specified in its charter)
 
 Nevada
                      
                      84-1482082(State
      or other jurisdiction of incorporation or organization)
                      
                      (I.R.S.
      Employer Identification
No.)
  Unit 2,
15 Fl., 83, Nankan Rd. Sec. 1,
 Luchu
Taoyuan County
 Taiwan
 (Address
of principal executive offices, Zip Code)
 
 011-8863-322-9658
 (Registrant’s
telephone number, including area code)
 
 Soyodo
Group Holdings, Inc.
 (Former
name, former address and former fiscal year, if changed since last
report)
 
 Indicate
by check mark whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes
x   No
o
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer,”  “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
 Large accelerated filer ̈
                  
                  Accelerated filer oNon-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 o  No x
  The
number of shares of registrant’s common stock outstanding, as of August 1, 2008
was 30,063,759.
  
 
 The quarterlyreport ofOmphalos,Corp.(the “Company”),for the fiscal quarter ended June 30,
2008,filed on Form
10-Qwith theSecurities and Exchange Commission (the
“SEC”) onAugust 13, 2008, is hereby amended to provideamendedfinancial statements and financial
statementdisclosure,andprovide revised Section 302
Certifications, filed herewith as Exhibit
31.1and Exhibit
31.2, and revised Section
906 Certifications, filed herewith as Exhibit
32.1and 32.2, in each case compliant with the
requirements for Section 302 Certifications and Section 906 Certifications,
respectively.
  
  PART
I - FINANCIAL INFORMATION
  Item 1.   Financial
Statements.
  OMPHALOS,
CORP.
 
 CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
 JUNE 30,
2008
  
 
 CONTENTS
 
 PageCondensed
      Consolidated Balance Sheets
                1
      - 2Condensed
      Consolidated Statements of Operations (As Restated)
                3Condensed
      Consolidated Statements of Shareholders' Equity and Comprehensive
      Income
                4Condensed
      Consolidated Statements of Cash Flows
                5Notes
      to Consolidated Financial Statements
                6-
      13
  
  OMPHALOS,
CORP.
 (FORMERLY
SOYODO GROUP HOLDINGS, INC.)
 CONDENSED
CONSOLIDATED BALANCE SHEETS
 
 June 30,
                    
                    
                    December 31,2008
                    
                    
                    2007(Unaudited)AssetsCurrent
      AssetsCash
      and cash equivalents
                    
                    $
                    2,181,954
                    
                    
                    $
                    2,783,243Accounts
      receivable, net
                    
                    
                    4,050,337
                    
                    
                    
                    3,892,353Inventory,
      net
                    
                    
                    1,463,773
                    
                    
                    
                    657,788Prepaid
      and other current assets
                    
                    
                    130,592
                    
                    
                    
                    132,508Due
      from shareholders
                    
                    
                    100,603
                    
                    
                    
                    -Total
      current assets
                    
                    
                    7,927,259
                    
                    
                    
                    7,465,892Leasehold
      Improvements and Equipment, net
                    
                    
                    12,251
                    
                    
                    
                    13,808Intangible
      assets, net
                    
                    
                    37,199
                    
                    
                    
                    29,946Deposits
                    
                    
                    26,788
                    
                    
                    
                    -Long-term
      investments
                    
                    
                    -
                    
                    
                    
                    1,100,704Total
      Assets
                    
                    $
                    8,003,497
                    
                    
                    $
                    8,610,350
 
 The
Accompanying Notes Are an Integral Part of the Financial
Statements.
  1
 
 OMPHALOS,
CORP.
 (FORMERLY
SOYODO GROUP HOLDINGS, INC.)
 CONDENSED
CONSOLIDATED BALANCE SHEETS
 
 June 30,
                      
                      
                      December 31,2008
                      
                      
                      2007(Unaudited)Liabilities
      and Shareholders' EquityCurrent
      LiabilitiesAccounts
      payable
                      
                      $
                      3,065,474
                      
                      
                      $
                      3,940,816Accrued
      salaries and bonus
                      
                      
                      45,601
                      
                      
                      
                      42,081Accured
      expenses
                      
                      
                      54,199
                      
                      
                      
                      180,841Total
      current liabilities
                      
                      
                      3,165,274
                      
                      
                      
                      4,163,738Shareholders'
      EquityCommon
      stock, $0.0001 par value, 120,000,000 shares  authorized, 27,332,092
      and 30,063,759 shares issued and outstanding as of December 31, 2007
      and  June 30, 2008, respectively
                      
                      
                      3,007
                      
                      
                      
                      2,733Additional
      paid-in capital
                      
                      
                      47,523
                      
                      
                      
                      47,267Other
      comprehensive income
                      
                      
                      471,057
                      
                      
                      
                      211,407Retained
      earnings
                      
                      
                      4,316,636
                      
                      
                      
                      4,185,205Total
      shareholders' equity
                      
                      
                      4,838,223
                      
                      
                      
                      4,446,612Total
      Liabilities and Shareholders' Equity
                      
                      $
                      8,003,497
                      
                      
                      $
                      8,610,350
 
 The
Accompanying Notes Are an Integral Part of the Financial
Statements.
  2
 
 OMPHALOS,
CORP.
 (FORMERLY
SOYODO GROUP HOLDINGS, INC.)
 CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
 For the
Six Months Ended June 30, 2008 and 2007
 (Unaudited)
  Six Months Ended
                      
                      
                      Three Months EndedJune 30, 2008
                      
                      
                      June 30, 2007
                      
                      
                      June 30, 2008
                      
                      
                      June 30, 2007(As Restated,
                      
                      
                      (As Restated,
                      
                      
                      (As Restated,
                      
                      
                      (As Restated,See Note 5)
                      
                      
                      See Note 5)
                      
                      
                      See Note 5)
                      
                      
                      See Note 5)Revenues:Sales
      of goods, net
                      
                      $
                      5,341,128
                      
                      
                      $
                      4,913,152
                      
                      
                      $
                      3,797,150
                      
                      
                      $
                      4,102,829Other
      operating income
                      
                      
                      3,228
                      
                      
                      
                      -
                      
                      
                      
                      57
                      
                      
                      
                      -Total
      revenues
                      
                      
                      5,344,356
                      
                      
                      
                      4,913,152
                      
                      
                      
                      3,797,207
                      
                      
                      
                      4,102,829Operating
      costs and expenses:Cost
      of sales
                      
                      
                      3,709,998
                      
                      
                      
                      3,264,295
                      
                      
                      
                      2,501,664
                      
                      
                      
                      2,732,917Selling,
      general and administrative expenses
                      
                      
                      898,388
                      
                      
                      
                      865,353
                      
                      
                      
                      476,784
                      
                      
                      
                      455,193Income
      from operations
                      
                      
                      735,970
                      
                      
                      
                      783,504
                      
                      
                      
                      818,759
                      
                      
                      
                      914,719Other
      incomeInterest
      income
                      
                      
                      10,590
                      
                      
                      
                      115,568
                      
                      
                      
                      5,831
                      
                      
                      
                      43,961Gain (loss) on foreign currency
      exchange
                      
                      
                      (433,411
                      )
                      
                      
                      20,814
                      
                      
                      
                      156,532
                      
                      
                      
                      (162,430
                      )Gain
      on investment
                      
                      
                      -
                      
                      
                      
                      38,423
                      
                      
                      
                      -
                      
                      
                      
                      22,544Miscellaneous
      income
                      
                      
                      -
                      
                      
                      
                      2,855
                      
                      
                      
                      2,434
                      
                      
                      
                      1,266Total
      other income
                      
                      
                      (422,821
                      )
                      
                      
                      177,660
                      
                      
                      
                      164,797
                      
                      
                      
                      (94,659
                      )Income
      before provision for income taxes
                      
                      
                      313,149
                      
                      
                      
                      961,164
                      
                      
                      
                      983,556
                      
                      
                      
                      820,060Provision
      for income taxes
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Net
      Income
                      
                      $
                      313,149
                      
                      
                      $
                      961,164
                      
                      
                      $
                      983,556
                      
                      
                      $
                      820,060Weighted
      average number of common stock:Basic
      and Diluted
                      
                      
                      29,538,438
                      
                      
                      
                      27,332,092
                      
                      
                      
                      30,063,759
                      
                      
                      
                      27,332,092Net
      income (loss) per share:Basic
      and Diluted
                      
                      
                      0.01
                      
                      
                      
                      0.04
                      
                      
                      
                      0.03
                      
                      
                      
                      0.03
 
 The
Accompanying Notes Are an Integral Part of the Financial
Statements.
  3
 
 OMPHALOS,
CORP.
 (FORMERLY
SOYODO GROUP HOLDINGS, INC.)
 CONDENSED
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
 AND
COMPREHENSIVE INCOME
 For the
Six Months Ended June 30, 2008
 (Unaudited)
 
 Common Stock
                  
                  
                  Additonal
                  
                  
                  Retained
                  
                  
                  ComprehensiveShares
                  
                  
                  Amount
                  
                  
                  Paid-in Capital
                  
                  
                  Earning
                  
                  
                  Income
                  
                  
                  TotalBalance
      at December 31, 2007
                  
                  
                  27,332,092
                  
                  
                  $
                  2,733
                  
                  
                  $
                  47,267
                  
                  
                  $
                  4,185,205
                  
                  
                  $
                  211,407
                  
                  
                  $
                  4,446,612Reorganization
      and recapitalization
                  
                  
                  2,731,667
                  
                  
                  
                  274
                  
                  
                  
                  256
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  530Dividend
      distributions
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (181,718
                  )
                  
                  
                  -
                  
                  
                  
                  (181,718
                  )Translation
      adjustment
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  259,650
                  
                  
                  
                  259,650Net
      income
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  313,149
                  
                  
                  
                  -
                  
                  
                  
                  313,149Balance
      at June 30, 2008
                  
                  
                  30,063,759
                  
                  
                  $
                  3,007
                  
                  
                  $
                  47,523
                  
                  
                  $
                  4,316,636
                  
                  
                  $
                  471,057
                  
                  
                  $
                  4,838,223
 
 The
Accompanying Notes Are an Integral Part of the Financial
Statements.
  4
 
 OMPHALOS,
CORP.
 (FORMERLY
SOYODO GROUP HOLDINGS, INC.)
 CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the
Six Months Ended June 30, 2008 and 2007
 (Unaudited)
  June 30, 2008
                  
                  
                  June 30, 2007Cash
      flows from operating activitiesNet
      income
                  
                  $
                  313,149
                  
                  
                  $
                  961,164Adjustments
      to reconcile net income to net cash used in operating
      activities:
                  
                  
                  .
                  
                  
                  
                  .Amortization
      and depreciation
                  
                  
                  1,466
                  
                  
                  
                  8,574Loss
      due to inventory value decline
                  
                  
                  3,389Loss
      (gain) on sale of property
                  
                  
                  (3,228
                  )
                  
                  
                  2,527Foreign
      currency exchange loss (gains)
                  
                  
                  433,411
                  
                  
                  
                  (20,814
                  )Changes
      in assets and liabilities:Decrease
      (Increase) in accounts receivable
                  
                  
                  108,149
                  
                  
                  
                  (1,904,017
                  )Decrease
      (Increase) in inventory
                  
                  
                  (749,946
                  )
                  
                  
                  210,515(Increase)
      Decrease in prepaid and other assets
                  
                  
                  (15,451
                  )
                  
                  
                  (8,300
                  )Increase
      (Decrease) in accounts payable
                  
                  
                  (1,125,587
                  )
                  
                  
                  265,108(Decrease)
      in accrued expenses
                  
                  
                  (135,912
                  )
                  
                  
                  (970,264
                  )Net
      cash used in operating activities
                  
                  
                  (1,170,560
                  )
                  
                  
                  (1,455,507
                  )Cash
      flows from investing activitiesCapital
      contribution
                  
                  
                  -
                  
                  
                  
                  96,470Maturities
      of held-to-maturity securities
                  
                  
                  1,154,720
                  
                  
                  
                  364,050Purchase
      of equipment
                  
                  
                  (5,358
                  )
                  
                  
                  (8,047
                  )Proceeds
      received from disposition of equipment
                  
                  
                  3,228
                  
                  
                  
                  115,026Net
      cash provided by investing activities
                  
                  
                  1,152,590
                  
                  
                  
                  567,499Cash
      flows from financing activitiesDividend
      distribution
                  
                  
                  (181,718
                  )
                  
                  
                  -Loans
      to shareholders
                  
                  
                  (98,737
                  )
                  
                  
                  (2,951,221
                  )Net
      cash used in financing activities
                  
                  
                  (280,455
                  )
                  
                  
                  (2,951,221
                  )Effect
      of exchange rate changes on cash and cash equivalents
                  
                  
                  (302,864
                  )
                  
                  
                  (73,245
                  )Net
      decrease in cash and cash equivalents
                  
                  
                  (601,289
                  )
                  
                  
                  (3,912,474
                  )Cash
      and cash equivalentsBeginning
                  
                  
                  2,783,243
                  
                  
                  
                  9,124,178Ending
                  
                  $
                  2,181,954
                  
                  
                  $
                  5,211,704Supplemental
      disclosure of cash flowsCash
      paid during the period for:Interest
      expense
                  
                  $
                  -
                  
                  
                  $
                  -Income
      tax
                  
                  $
                  -
                  
                  
                  $
                  -Supplemental
      disclosure of noncash financing and investing activitiesNote
      receivable received in connection with sale of property
                  
                  $
                  -
                  
                  
                  $
                  60,540Shares
      issued for acquisition of Soyodo Group Holdings, Inc.
                  
                  $
                  530
                  
                  
                  $
                  -
 
 The
Accompanying Notes Are an Integral Part of the Financial
Statements.
  5
  OMPHALOS,
CORP.
 (FORMERLY
SOYODO GROUP HOLDINGS, INC.)
 NOTES TO
THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 June 30,
2008
 
 1.
              ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
 
 Basis of
Presentation— The accompanying unaudited interim financial statements
have been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission and generally accepted accounting principles for interim
financial reporting. Accordingly, they do not include all the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring adjustments) considered necessary for fair presentation have
been included. Operating results for the six-month period ended June 30, 2008
are not necessarily indicative of the results that may be expected for the year
ended December 31, 2008.
 
 Organization— Soyodo Group Holdings, Inc. (the “Soyodo”) was incorporated on May 15,
1997 as Quixit, Inc. under the laws of the state of Colorado. On January 16,
2003, TOP Group Corp., a New York corporation, purchased 4,400,000 shares of the
Company's common stock, which represented 88% of the Company's outstanding
capital stock at that time. Prior to the change in control, the Company's
purpose was to investigate opportunities to be acquired by a company that
desired to be registered under the Securities Exchange Act of 1934, as amended.
In March 2003, the Company changed its state of incorporation from Colorado to
Delaware, and changed its name from Quixit, Inc. to TOP Group Holdings, Inc. In
August of 2005, the company changed its name from TOP Group Holdings, Inc. to
Soyodo Group Holdings, Inc.
 
 In the
second quarter of 2005, the company decided to commence a chain of member-only
stores in locations with large Chinese immigrant populations, offering Chinese
culture-related merchandise such as books, pre-recorded CDs, stationery, gifts,
and sports goods. Subsequently, six retail stores had been opened. On June 30,
2006, however, the Company started to concentrate on its wholesale operation and
sold to its majority shareholder & principal executive officer, all the six
retail stores. Then on November 30, 2006, the company decided to go back to its
original plan of investigate opportunities to be acquired and sold to its
majority shareholder the remaining wholesale operation.
 
 On
February 5, 2008, Soyodo Group Holdings, Inc. entered into and completed the
transactions contemplated under a Share Exchange Agreement (the “Exchange
Agreement”) with each of the shareholders (the “Shareholders”) of Omphalos Corp.
(B.V.I.), a British Virgin Islands corporation, pursuant to which Soyodo
purchased from the Shareholders all issued and outstanding shares of Omphalos
Corp. (B.V.I.)’ common stock in consideration for the issuance of an aggregate
of 81,996,275 shares of Soyodo common stock (the "Share Exchange"). The Share
Exchange resulted in a change in control of Soyodo with the Shareholders owning
81,996,275 shares of common stock of the Company out of a total of 90,191,275
issued and outstanding shares after giving effect to the Share Exchange. Also,
the Shareholders were elected directors of the Company, subject to Soyodo’s
disclosure obligations under the Securities Exchange Act of 1934, as amended,
and appointed as its executive officers. As a result of the Exchange Agreement,
(i) Omphalos Corp. (B.V.I.) became a wholly-owned subsidiary of Soyodo and (ii)
the Soyodo succeeded to the business of Omphalos Corp. (B.V.I.) as its sole
business.
 
 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
  6
 
 1.
              ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)
 
 Organization
(Continued)—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. Pursuant to the common control and
ownership of these four entities, the distributions to shareholders are similar
to dividend distributions in essence.
 
 Omphalos
Corp. (B.V.I.) and its subsidiaries supplies a wide range of equipments and
parts including reflow soldering ovens and automated optical inspection machines
for printed circuit board (PCB) manufacturers in Taiwan and China. Collectively
Omphalos, Corp. (formerly Soyodo Group Holdings Inc.) and these four
corporations are referred to herein as the "Company".
 
 Basis of
Consolidation / Combination— The aforementioned stock exchange
transaction made Omphalos Corp. (B.V.I.) a wholly owned subsidiary of Soyodo
after issuing 81,996,275 shares of Soyodo's common stock and resulted in the
shareholders of Omphalos (B.V.I.) obtaining a majority voting interest in
Soyodo. Accounting principles generally accepted in the United States require an
assessment of which entity is considered the accounting acquirer when an
exchange of stock occurs regardless of the legal form of the acquisition. The
factors to consider include which entity's shareholders will own the majority of
the voting common stock after the acquisition and the composition of the
governing body and the management of the company after the acquisition. Omphalos
was determined to be the acquirer for accounting purposes. Additionally, when an
acquisition takes place between a company with minimal or no operations (a shell
company) and an operating company, the transaction is treated as a
recapitalization rather than a business combination. As Soyodo is considered to
be a shell company, the transaction was treated as a recapitalization of
Omphalos Corp. (B.V.I.).
 
 For the
period ended June 30, 2007, the financial statements include the combined
accounts of Omphalos Corp. (B.V.I.), Omphalos Corp. (Taiwan), All Fine
Technology Co., Ltd. (Taiwan), and All Fine Technology Co., Ltd.(B.V.I.). There
companies were under common control and ownership. During the year 2007, these
companies reorganized and Omphlaos Corp. (B.V.I.) becomes the sole owner of all
of the outstanding shares of Omphalos Corp. (Taiwan), All Fine Technology Co.,
Ltd. (Taiwan), and All Fine Technology Co., Ltd. (B.V.I.). For the period ended
June 30, 2008, the consolidated financial statements include the accounts of
Omphalos Corp. (B.V.I.) and its wholly owned subsidiaries.  All
significant intercompany accounts and transactions are
eliminated.
  7
 
 1.
              ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)
 
 Use of Estimates— The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
 
 Cash Equivalents,
and Long-term Investments— Cash and cash equivalents include cash on
hand and cash in time deposits, certificates of deposit and all highly liquid
debt instruments with original maturities of three months or less.
 
 Long-term
investments consist of certificates of deposit (CDs) with maturities in excess
of one year.
 
 Inventory— Inventory is carried at the lower of cost or market. Cost is determined
by using the specific identification method. The Company periodically reviews
the age and turnover of its inventory to determine whether any inventory has
become obsolete or has declined in value, and charges to operations for known
and anticipated inventory obsolescence. Inventory consists substantially of
finished goods and is net of an allowance for slow-moving inventory of $204,944
and $188,503 at June 30, 2008 and December 31, 2007, respectively.
  Intangible Assets—Include cost of patent applications that are deferred and charged to
operations over their useful lives. The accumulated amortization is $1,614 and
$1,259 at June 30, 2008 and December 31, 2007, respectively. Annual amortization
expense of such intangible assets is expected to be $575 per year for the next
five years.
 
 Foreign-currency
Transactions— Foreign-currency transactions are recorded in New Taiwan
dollars (“NTD”) at the rates of exchange in effect when the transactions occur.
Gains or losses resulting from the application of different foreign exchange
rates when cash in foreign currency is converted into New Taiwan dollars, or
when foreign-currency receivables or payables are settled, are credited or
charged to income in the year of conversion or settlement. On the balance sheet
dates, the balances of foreign-currency assets and liabilities are restated at
the prevailing exchange rates and the resulting differences are charged to
current income except for those foreign currencies denominated investments in
shares of stock where such differences are accounted for as translation
adjustments under stockholders’ equity.
 
 Translation
Adjustment— The accounts of the Company was maintained, and its
financial statements were expressed, in New Taiwan Dollar (“NTD”). Such
financial statements were translated into U.S. Dollars (“$” or “USD”) in
accordance SFAS No. 52, "Foreign Currency Translation", with the NTD as the
functional currency. According to the Statement, all assets and liabilities are
translated at the current exchange rate, stockholder's equity are translated at
the historical rates and income statement items are translated at the weighted
average exchange rate for the period. The resulting translation adjustments are
reported under other comprehensive income in accordance with SFAS No. 130,
"Reporting Comprehensive Income" as a component of shareholders’
equity.
 
 As of
June 30, 2008 and December 31, 2007 the exchange rates between the NTD and the
USD ($) were NTD1=$0.03289. and NTD1=$0.03077, respectively The weighted-average
rates of exchange between NTD and USD were NTD1=$0.03228 and NTD1=$0.03027 for
the six months ended June 30, 2008 and June 30, 2007, respectively. Total
translation adjustment recognized as of June 30, 2008 and December 31, 2007 is
$471,057 and $211,407, respectively.
  8
 1.
              ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)
  Recently
Issued Accounting Pronouncements—In September 2006, the FASB
issued SFAS No. 157, Fair
Value Measurements, which defines fair value, establishes a framework for
measuring fair value in accordance with generally accepted accounting principles
and expands disclosures about fair value measurements. SFAS 157 is effective
January 1, 2008. In February 2008, the FASB deferred for one year the effective
date of SFAS 157 only with respect to nonfinancial assets and nonfinancial
liabilities that are recognized or disclosed at fair value in the financial
statements on a nonrecurring basis, and removed certain leasing transactions
from the scope of SFAS 157. The Company has adopted SFAS 157 in its financial
statements. The adoption of SFAS 157 does not have a material impact on its
financial statements.
  In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities - including an amendment to FASB Statement No.
115, which permits entities to choose to measure many financial
instruments and certain other items at fair value that are not currently
required to be measured at fair value. SFAS 159 is effective January 1, 2008.
The adoption of SFAS 159 does not have a material impact on its financial
statements.
  In
December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations, ("SFAS
141R"), which changes how business combinations are accounted for and will
impact financial statements both on the acquisition date and in subsequent
periods. SFAS 141R is effective January 1, 2009, and will be applied
prospectively. The impact of adopting SFAS 141R will depend on the nature and
terms of future acquisitions.
  In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements, which changes the accounting and
reporting standards for the noncontrolling interests in a subsidiary in
consolidated financial statements. SFAS 160 recharacterizes minority interests
as noncontrolling interests and requires noncontrolling interests to be
classified as a component of shareholders' equity. SFAS 160 is effective January
1, 2009 and requires retroactive adoption of the presentation and disclosure
requirements for existing minority interests. The Company is currently
evaluating the impact of SFAS 160 on its consolidated financial
statements.
 
 During
March 2008, the FASB issued SFAS No. 161, “Disclosures about
Derivative Instruments and Hedging Activities” (SFAS No. 161). SFAS
No. 161 is intended to improve financial reporting about derivative
instruments and hedging activities by requiring enhanced disclosures to enable
investors to better understand their effects on an entity’s financial position,
financial performance, and cash flows. SFAS No. 161 also improves
transparency about the location and amounts of derivative instruments in an
entity’s financial statements; how derivative instruments and related hedged
items are accounted for under Statement 133; and how derivative instruments and
related hedged items affect its financial position, financial performance, and
cash flows. SFAS No. 161 is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008, with
early application encouraged. The Company is currently assessing the impact of
SFAS No. 161.
  In
May 2008, the Financial Accounting Standards Board (FASB) issued
Statements of Financial Standards No. 162 (SFAS 162), “The Hierarchy of Generally Accepted
Accounting Principles.” SFAS 162 is intended to improve financial
reporting by identifying a consistent framework, or hierarchy, for selecting
accounting principles to be used in preparing financial statements that are
presented in conformity with U.S. generally accepted accounting principles
(GAAP) for nongovernmental entities.
  9
  1.
              ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)
 
 Recently
Issued Accounting Pronouncements (Continued)—SFAS 162 is effective
60 days following the SEC’s approval of the Public Company Accounting
Oversight Board Auditing amendments to AU Section 411, “The Meaning of Present Fairly in
Conformity with Generally Accepted Accounting Principles.” It is only
effective for nongovernmental entities; therefore, the GAAP hierarchy will
remain in SAS 69 for state and local governmental entities and federal
governmental entities. The Company does not expect SFAS 162 to have a material
effect on its consolidated financial statements.
 
 2.
                  RELATED-PARTY
      TRANSACTIONS
 Operating
Leases—The Company leases its facility from a shareholder under an
operating lease agreement which expires on December 31, 2008. The monthly base
rent is approximately $2,200. Rent expense under this lease agreement amounted
to approximately $13,200 and $13,200 for the six-month periods ended June 30,
2008 and 2007, respectively.
  Advances to /
from Shareholders –The advances to or from shareholders are non-interest
bearing and without fixed terms of repayment.
 
 3.
                OTHER
      COMPREHENSIVE INCOME
 Balances
of related after-tax components comprising accumulated other comprehensive
income (loss), included in stockholders' equity, at June 30, 2008 and December
31, 2007 are as follows:
  Foreign
      Currency
                        Translation Adjustment
                      
                      
                      Accumulated
      Other
                        Comprehensive IncomeBalance
      at December 31, 2007
                      
                      $
                      211,407
                      
                      
                      $
                      211,407Change
      for the period
                      
                      
                      259,650
                      
                      
                      $
                      259,650Balance
      at June 30, 2008
                      
                      $
                      471,057
                      
                      
                      $
                      471,057
  4.
                COMMON
      STOCK
 
 Effective
April, 15, 2008, Soyodo Group Holdings, Inc. filed a Certificate of Amendment to
its Certificate of Incorporation with the Secretary of State of Delaware, to
effect a one (1) for three (3) reverse split of the issued and outstanding
common shares of Soyodo whereby every three shares of common stock held were
exchanged for one share of common stock. As a result, the issued and outstanding
shares of common stock were reduced from 90,191,275 prior to the reverse split
to approximately 30,063,759 following the reverse stock split. The authorized
capital remained at 120,000,000 shares of common stock and any shareholder who
beneficially owned a fractional share of common stock after the reverse stock
split had their fractional share rounded up to the nearest whole
share.
  10
 
 4.
                COMMON
      STOCK (CONTINUED)
 
 All
references in the accompanying financial statements to the number of shares
outstanding, per share amounts of the Company’s common stock have been adjusted
to reflect the effect of the stock reverse split. Shareholders’ equity reflects
the stock reverse split by reclassifying from “Common Stock” to “Additional
Paid-in Capital” an amount equal to the par value of the decreased shares
arising from the reverse split.
 
 5.
              RESTATEMENT
      OF FIANACIAL STATEMENTS
  The
Company concluded to reclassify its gain on disposal of fixed assets under
Revenue, previously reported under Other Income (Expenses) items, in its
statements of income. In addition, the Company concluded to reclassify its loss
on disposal of fixed assets under Selling, General and Administrative Expenses,
previously reported under Other Income (Expenses) items, in its statements of
income.
 
 Also, the
Company concluded to reclassify its loss due to inventory value decline under
Cost of Sales, previously reported under Other Income (Expenses) items, in its
statements of income.
 
 The
following information discloses the impact of these corrections on the
statements of income for the six months ended June 30, 2008 and June 30, 2007 as
well as for the three months ended June 30, 2008 and June 30, 3007. These
corrections did not change the Company’s reported net income or earnings per
share for the periods.
  11
 
 5.
              RESTATEMENT
      OF FIANACIAL STATEMENTS (CONTINUED)
  For
      the Six Months Ended June 30, 2008
                                    
                                    
                                    For
      the Six Months Ended June 30, 2007As Previously
                                    
                                    
                                    
                                    
                                    
                                    As
                                    
                                    
                                    As Previously
                                    
                                    
                                    
                                    
                                    
                                    AsReported
                                    
                                    
                                    Adjustments
                                    
                                    
                                    Restated
                                    
                                    
                                    Reported
                                    
                                    
                                    Adjustments
                                    
                                    
                                    RestatedRevenue:Sales
      of goods, net
                                    
                                    $
                                    5,341,128
                                    
                                    
                                    
                                    
                                    
                                    $
                                    5,341,128
                                    
                                    
                                    $
                                    4,913,152
                                    
                                    
                                    
                                    
                                    
                                    $
                                    4,913,152Other
      operating income
                                    
                                    
                                    -
                                    
                                    
                                    
                                    3,228
                                    
                                    
                                    
                                    3,228
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    
                                    
                                    
                                    -Total
      revenues
                                    
                                    
                                    5,341,128
                                    
                                    
                                    
                                    3,228
                                    
                                    
                                    
                                    5,344,356
                                    
                                    
                                    
                                    4,913,152
                                    
                                    
                                    
                                    
                                    
                                    
                                    4,913,152Operating
      costs and expenses:Cost
      of sales
                                    
                                    
                                    3,706,609
                                    
                                    
                                    
                                    3,389
                                    
                                    
                                    
                                    3,709,998
                                    
                                    
                                    
                                    3,264,295
                                    
                                    
                                    
                                    
                                    
                                    
                                    3,264,295Selling,
      general and administrative expenses
                                    
                                    
                                    898,388
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    898,388
                                    
                                    
                                    
                                    862,826
                                    
                                    
                                    
                                    2,527
                                    
                                    
                                    
                                    865,353Income
      from operations
                                    
                                    
                                    736,131
                                    
                                    
                                    
                                    (161
                                    )
                                    
                                    
                                    735,970
                                    
                                    
                                    
                                    786,031
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    783,504Other
      income (expenses)Interest
      income
                                    
                                    
                                    10,590
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    10,590
                                    
                                    
                                    
                                    115,568
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    115,568Gain
      (loss) on foreign currency exchange
                                    
                                    
                                    (433,411
                                    )
                                    
                                    
                                    
                                    
                                    
                                    
                                    (433,411
                                    )
                                    
                                    
                                    20,814
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    20,814Gain
      (loss) on disposal of fixed assets
                                    
                                    
                                    3,228
                                    
                                    
                                    
                                    (3,228
                                    )
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (2,527
                                    )
                                    
                                    
                                    2,527
                                    
                                    
                                    
                                    -Gain
      on investment
                                    
                                    
                                    -
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    38,423
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    38,423Loss
      due to inventory value decline
                                    
                                    
                                    (3,389
                                    )
                                    
                                    
                                    3,389
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    -Miscellaneous
      income
                                    
                                    
                                    -
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    2,855
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    2,855Total
      other income
                                    
                                    
                                    (422,982
                                    )
                                    
                                    
                                    161
                                    
                                    
                                    
                                    (422,821
                                    )
                                    
                                    
                                    175,133
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    177,660Income
      before provision for income taxes
                                    
                                    
                                    313,149
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    313,149
                                    
                                    
                                    
                                    961,164
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    961,164Provision
      for income taxes
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    -Net
      Income
                                    
                                    $
                                    313,149
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    313,149
                                    
                                    
                                    $
                                    961,164
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    961,164Weighted
      average number of common shares:Basic
      and diluted
                                    
                                    
                                    29,538,438
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    29,538,438
                                    
                                    
                                    
                                    27,332,092
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    27,332,092Not
      income per share:Basic
      and diluted
                                    
                                    $
                                    0.01
                                    
                                    
                                    
                                    
                                    
                                    
                                    $
                                    0.01
                                    
                                    
                                    $
                                    0.04
                                    
                                    
                                    
                                    
                                    
                                    
                                    $
                                    0.04
  12
  5.
              RESTATEMENT
      OF FIANACIAL STATEMENTS (CONTINUED)
  For
      the Three Months Ended June 30, 2008
                              
                              
                              For
      the Three Months Ended June 30, 2007As Previously
                              
                              
                              
                              
                              
                              As
                              
                              
                              As Previously
                              
                              
                              
                              
                              
                              AsReported
                              
                              
                              Adjustments
                              
                              
                              Restated
                              
                              
                              Reported
                              
                              
                              Adjustments
                              
                              
                              RestatedRevenue:Sales
      of goods, net
                              
                              $
                              3,797,150
                              
                              
                              
                              
                              
                              $
                              3,797,150
                              
                              
                              $
                              4,102,829
                              
                              
                              
                              
                              
                              $
                              4,102,829Other
      operating income
                              
                              
                              -
                              
                              
                              
                              57
                              
                              
                              
                              57
                              
                              
                              
                              -
                              
                              
                              
                              
                              
                              
                              -Total
      revenues
                              
                              
                              3,797,150
                              
                              
                              
                              57
                              
                              
                              
                              3,797,207
                              
                              
                              
                              4,102,829
                              
                              
                              
                              
                              
                              
                              4,102,829Operating
      costs and expenses:Cost
      of sales
                              
                              
                              2,501,664
                              
                              
                              
                              
                              
                              
                              
                              2,501,664
                              
                              
                              
                              2,732,917
                              
                              
                              
                              
                              
                              
                              2,732,917Selling,
      general and administrative expenses
                              
                              
                              476,784
                              
                              
                              
                              -
                              
                              
                              
                              476,784
                              
                              
                              
                              452,666
                              
                              
                              
                              2,527
                              
                              
                              
                              455,193Income
      from operations
                              
                              
                              818,702
                              
                              
                              
                              57
                              
                              
                              
                              818,759
                              
                              
                              
                              917,246
                              
                              
                              
                              (2,527
                              )
                              
                              
                              914,719Other
      income (expenses)Interest
      income
                              
                              
                              5,831
                              
                              
                              
                              
                              
                              
                              
                              5,831
                              
                              
                              
                              43,961
                              
                              
                              
                              
                              
                              
                              
                              43,961Gain
      (loss) on foreign currency exchange
                              
                              
                              156,532
                              
                              
                              
                              
                              
                              
                              
                              156,532
                              
                              
                              
                              (162,430
                              )
                              
                              
                              
                              
                              
                              
                              (162,430
                              )Gain
      on disposal of fixed assets
                              
                              
                              57
                              
                              
                              
                              (57
                              )
                              
                              
                              -
                              
                              
                              
                              (2,527
                              )
                              
                              
                              2,527
                              
                              
                              
                              -Gain
      on investment
                              
                              
                              -
                              
                              
                              
                              
                              
                              
                              
                              -
                              
                              
                              
                              22,544
                              
                              
                              
                              
                              
                              
                              
                              22,544Loss
      due to inventory value decline
                              
                              
                              -
                              
                              
                              
                              
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              
                              
                              
                              
                              -Miscellaneous
      income
                              
                              
                              2,434
                              
                              
                              
                              
                              
                              
                              
                              2,434
                              
                              
                              
                              1,266
                              
                              
                              
                              
                              
                              
                              
                              1,266Total
      other income
                              
                              
                              164,854
                              
                              
                              
                              (57
                              )
                              
                              
                              164,797
                              
                              
                              
                              (97,186
                              )
                              
                              
                              2,527
                              
                              
                              
                              (94,659
                              )Income
      before provision for income taxes
                              
                              
                              983,556
                              
                              
                              
                              -
                              
                              
                              
                              983,556
                              
                              
                              
                              820,060
                              
                              
                              
                              -
                              
                              
                              
                              820,060Provision
      for income taxes
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              
                              
                              
                              
                              -Net
      Income
                              
                              $
                              983,556
                              
                              
                              $
                              -
                              
                              
                              $
                              983,556
                              
                              
                              $
                              820,060
                              
                              
                              $
                              -
                              
                              
                              $
                              820,060Weighted
      average number of common shares:Basic
      and diluted
                              
                              
                              30,063,759
                              
                              
                              
                              
                              
                              
                              
                              30,063,759
                              
                              
                              
                              27,332,092
                              
                              
                              
                              
                              
                              
                              
                              27,332,092Not
      income per share:Basic
      and diluted
                              
                              $
                              0.03
                              
                              
                              
                              
                              
                              
                              $
                              0.03
                              
                              
                              $
                              0.03
                              
                              
                              
                              
                              
                              
                              $
                              0.03
 
 ******
  13
 
 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:
      March 9, 2009
                    By:
                    /s/ Sheng-Peir
      YangSheng-Peir
      YangChief
      Executive Officer, President
                      and
      Chairman of the
Board
  Date:
      March 9, 2009
                  By:
                  /s/
      Chu Pi YunChu
      Pi YunChief
      Financial Officer, Chief Accounting
                    Officer
      and Director
  14