**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 JUNE 30, 2008





o
              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࿠Non-accelerated
                filer࿠
            Smaller
                reporting companyx





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 .








**TABLE
      OF CONTENTS**




**Page****PART
                I - FINANCIAL INFORMATION**Item
                1.       Financial Statements
            2Item
                2.       Management’s Discussion and Analysis or
                Plan of Operation
            12Item
                3.       Quantitative and Qualitative Disclosures
                About Market Risk
            15Item
                4.       Controls and
                Procedures
            15**PART
                II - OTHER INFORMATION**Item
                1.       Legal Proceedings
            15Item
                2.       Unregistered Sales of Equity Securities
                and Use of Proceeds
            15Item
                3.       Defaults Upon Senior
                Securities
            16Item
                4.       Submission of Matters to a Vote of
                Security Holders
            16Item
                5.       Other Information
            16Item
                6.       Exhibits
            16**SIGNATURES**
            18




1





**PART
      I - FINANCIAL INFORMATION**





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





CONDENSED
      CONSOLIDATED BALANCE SHEETS




**June 30,**
            
            **December 31,****2008**
            
            **2007****(Unaudited)****Assets**Current 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
            
            
            -
            
            
            1,100,704**Total
                Assets**
            
            $
            8,003,497
            
            $
            8,610,350




2




CONDENSED
      CONSOLIDATED BALANCE SHEETS





**June 30,**
            
            **December 31,****2008**
            
            **2007****(Unaudited)****Liabilities
                and Shareholders' Equity**Current
                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
            
            
            4,446,612**Total
                Liabilities and Shareholders' Equity**
            
            $
            8,003,497
            
            $
            8,610,350




3





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, 2007Net
                sales
            
            $
            5,341,128
            
            $
            4,913,152
            
            $
            3,797,150
            
            $
            4,102,829Cost
                of sales
            
            
            3,706,609
            
            
            3,264,295
            
            
            2,501,664
            
            
            2,732,917Gross
                Profit
            
            
            1,634,519
            
            
            1,648,857
            
            
            1,295,486
            
            
            1,369,912Selling,
                general andadministrative expenses
            
            
            898,388
            
            
            862,826
            
            
            476,784
            
            
            452,666Income
                from operations
            
            
            736,131
            
            
            786,031
            
            
            818,702
            
            
            917,246Other
                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
            
            
            -
            
            
            22,544Gain
                (loss) on sale of property
            
            
            3,228
            
            
            (2,527
            )
            
            57
            
            
            (2,527
            )Loss
                due to inventory value decline
            
            
            (3,389
            )
            
            -
            
            
            -
            
            
            -Miscellaneous
                income
            
            
            -
            
            
            2,855
            
            
            2,434
            
            
            1,266Total
                other income
            
            
            (422,982
            )
            
            175,133
            
            
            164,854
            
            
            (97,186
            )Income
                before provisionfor 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





4





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
            
            
            81,996,275
            
            $
            8,200
            
            $
            41,800
            
            $
            4,185,205
            
            $
            211,407
            
            $
            4,446,612Reorganization
                and recapitalization
            
            
            8,195,000
            
            
            820
            
            
            (290
            )
            
            -
            
            
            -
            
            
            530Dividend
                distributions
            
            
            -
            
            
            -
            
            
            -
            
            
            (181,718
            )
            
            -
            
            
            (181,718
            )One
                for three stock reverse split
            
            
            (60,127,516
            )
            
            (6,013
            )
            
            6,013
            
            
            -
            
            
            -
            
            
            -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





5


CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS


For
      the
      Six Months Ended June 30, 2008 and 2007


**(Unaudited)**





**June
                30, 2008**
            
            **June
                30, 2007**Cash
                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
            
            
            -
            
            
            96,470Redemption
                of investments
            
            
            1,154,720
            
            
            364,050Purchase
                of equipment
            
            
            (5,358
            )
            
            (8,047
            )Proceeds
                received from disposition of equipment
            
            
            3,228
            
            
            115,026Investments
                in subsidiaries
            
            
            -
            
            
            (302,700
            )Net
                cash provided by investing activities
            
            
            1,152,590
            
            
            264,799Cash
                flows from financing activitiesDividend
                distribution
            
            
            (181,718
            )
            
            -Loans
                from (repayment to) related parties
            
            
            (98,737
            )
            
            (2,648,521
            )Net
                cash used in financing activities
            
            
            (280,455
            )
            
            (2,648,521
            )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 activitiesNote
                receivable received in connection with sale of property
            
            $
            -
            
            $
            60,540




6


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 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.


7





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





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 ownership. On
      July
      4, 2007, Omphalos Corp. (BVI) acquired Omphalos Corp. (Taiwan) and All Fine
      Technology Co. Ltd. (Taiwan), through a share exchange with the shareholders
      of
      these two entities. On October 19, 2007 Omphalos Corp. (BVI) completed the
      purchase of All Fine Technology Co. Ltd. (BVI).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.





***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, Investments, and Long-term Investments*** —
Cash
      equivalents are included at cost, which approximates market. At June 30, 2008,
      the Company’s cash equivalents were held primarily by three financial
      institutions. The Company considers all highly liquid investments with original
      maturities of three months or less to be cash equivalents, while those having
      original maturities in excess of three months are classified as investments
      or
      as long-term investments when maturities are in excess of one year. Investment
      and long-term investments consist of certificates of deposit (CDs) and
      marketable securities.





8





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





At
      the
      date of acquisition of an investment security, management designates the
      security as belonging to a trading portfolio, an available-for-sale portfolio,
      or a held-to-maturity portfolio. Currently, the Company holds no securities
      designated as held-to-maturity or available-for-sale. All investment securities
      are classified as trading according to management’s intent and carried at fair
      value. Unrealized holding gains and losses for trading securities are included
      in earnings.





***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.




***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 does not believe that the adoption of SFAS 157 will have
      a
      material impact on its financial statements.


9




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




In
      February 2007, the FASB issued SFAS No. 159, *The
      Fair Value Option for Financial Assets and Financial Liabilities - including
      an
      amendment to FASB Statement No. 115* ,
      which
      permits entities to choose to measure many financial instruments and certain
      other items at fair value that are not currently required to be measured at
      fair
      value. SFAS 159 is effective January 1, 2008. The Company has evaluated the
      impact of SFAS 159 and believes it will not significantly impact 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





***Recently
      Issued Accounting Pronouncements (Continued)*** —
better
      understand their effects on an entity’s financial position, financial
      performance, and cash flows. SFAS No. 161 also improves transparency about
      the location and amounts of derivative instruments in an entity’s financial
      statements; how derivative instruments and related hedged items are accounted
      for under Statement 133; and how derivative instruments and related hedged
      items
      affect its financial position, financial performance, and cash flows. SFAS
      No. 161 is effective for financial statements issued for fiscal years and
      interim periods beginning after November 15, 2008, with early application
      encouraged. The Company is currently assessing the impact of SFAS
      No. 161.




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





**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.


10





**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.





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 for all periods presented.
      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.




******


11




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





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





This
      Quarterly Report of Form 10-Q, including this discussion and analysis by
      management, contains or incorporates forward-looking statements. All statements
      other than statements of historical fact made in report are forward looking.
      In
      particular, the statements herein regarding industry prospects and future
      results of operations or financial position are forward-looking statements.
      These forward-looking statements can be identified by the use of words such
      as
“believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,”
“projects,” “expects,” “may,” “will,” or “should” or other variations or similar
      words. No assurances can be given that the future results anticipated by the
      forward-looking statements will be achieved. Forward-looking statements reflect
      management’s current expectations and are inherently uncertain. Our actual
      results may differ significantly from management’s expectations. The potential
      risks and uncertainties that could cause our actual results to differ materially
      from those expressed or implied herein are set forth in our Annual Report on
      Form 10-KSB for the year ended December 31, 2007.





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





**Overview**





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





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





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





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, Corp., 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”.





12





**Results
      of Operations**





**Three
      Months and Six Months Ended June 30, 200****8 Compared to tbe Three
      Months and Six Months Ended June 30,
      2007******





***Three
      Months Ended June 30, 2008 Compared to the Three Months Ended June30,
      2007***





Net
      sales
      for the three months ended June 30, 2008 were $3,797,150
      as compared
      to $4,102,829 for the three months ended June 30, 2007. This represents a
      decrease of $305,679 or 7.5% comparing the two periods. The decrease in net
      sales for the three months ended June 30, 2008 is primarily the result of a
      decrease in demand for end products.




Cost
      of
      sales decreased by $231,253 or 8.5%, to $2,501,664 for the three months ended
      June 30, 2008 as compared to $2,732,917 for the three months ended June 30,
      2007. The decrease in cost of sales is primarily the result of a decrease in
      sales volume.





For
      the
      three months ended June 30, 2008, selling, general and administrative expenses
      totaled $476,784. This was an increase of $24,118 or 5.3% as compared to the
      same period 2007. The increase in selling, general and administrative expenses
      is mainly a result of increases in payroll expenses, and professional service
      fees.





For
      the
      three months ended June 30, 2008, income from operations decreased to $818,702
      as compared to $917,246 for the three months ended June 30, 2007. This
      represents a decrease of $98,544 or 10.7 % comparing the two periods. The
      decrease in income from operations for the three months ended June 30, 2008
      is
      primarily the result of a decrease in net sales and an increase in selling,
      general and administrative expenses.





Other
      income was $164,854 and $(97,186) for the three months ended June 30, 2008
      and
      2007, respectively. This was an increase of $262,040, or 269.6%. The main reason
      for this increase was due to a gain on foreign currency exchange.





Our
      net
      income was $983,556 for the three months ended June 30, 2008 compared to a
      net
      income of $820,060 for the three months ended June 30, 2007. The increase in
      profitability for the three months ended June 30, 2008 was due to the reasons
      described above.





***Six*** ***Months Ended June 30, 2008 Compared to the Six Months Ended June30,
      2007***





Net
      sales
      for the six months ended June 30, 2008 were $5,341,128 as compared to 4,913,152
      for the six months ended June 30, 2007. This represents an increase of $427,976
      or 8.7% comparing the two periods. The increase in net sales for the six months
      ended June 30, 2008 is primarily the result of an increase in sales of automated
      optical inspection (AOI) machine.




Cost
      of
      sales increase by $442,314 or 13.6%, to $3,706,609 for the six months ended
      June
      30, 2008 as compared to $3,264,295 for the six months ended June 30, 2007.
      The
      increase in cost of sales is primarily the result of an increase in material
      cost, such as stainless steel.





For
      the
      six months ended Jun 30, 2008, selling, general and administrative expenses
      totaled $898,388. This was an increase of $35,562 or 4.1% as compared to the
      same period 2007. The increase in selling, general and administrative expenses
      is mainly a result of an increase in traveling expanses caused by high oil
      price.





For
      the
      six months ended June 30, 2008, income from operations decreased to $736,131
      as
      compared to $786,031 for the six months ended Jun 30, 2007. This represents
      a
      decrease of $49,900 or 6.3 % comparing the two periods. The decrease in income
      from operations for the six months ended June 30, 2008 is primarily the result
      of increases in cost of sales, and selling, general and administrative expenses.





Other
      income was $(422,982) and $175,133 for the six months ended June 30, 2008 and
      2007, respectively. This was a decrease of $(598,115), or 341.5%. The main
      reason for this decrease was due
      to a loss on foreign currency exchange.





Our
      net
      income was $313,149 for the six months ended June 30, 2008 compared to a net
      income of $961,164 for the six months ended June 30, 2007. The decrease in
      profitability for the six months ended June 30, 2008 was due to the reasons
      described above.





**Liquidity
      and Capital Resources**





Cash
      and
      cash equivalents were $2,181,954 at June 30, 2008 and $2,783,243 at December
      31,
      2007. Our total current assets were $7,927,259 at June 30, 2008 as compared
      to
      $7,465,892 at December 31, 2007. Our total current liabilities were $3,165,274
      at Jun 30, 2008 as compared to $4,163,738 at December 31, 2007.





We
      had
      working capital at June 30, 2008 of $4,761,985 compared with working capital
      of
      $3,302,154 at December 31, 2007. This increase in working capital was primarily
      due to increases in accounts receivable and inventory, and a decrease in
      accounts payable.


13


During
      the six months period ended June 30, 2008, net cash used in operating activities
      was $(1,170,560). Net cash provided by investing activities was $1,152,590, and
      net cash used in financing activities was $(280,455). Net change in cash and
      cash equivalents was a decrease of $601,289.





**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, Investments, and Long-term Investments*—
Cash
      equivalents are included at cost, which approximates market. At June 30, 2008,
      the Company’s cash equivalents were held primarily by three financial
      institutions. The Company considers all highly liquid investments with original
      maturities of three months or less to be cash equivalents, while those having
      original maturities in excess of three months are classified as investments
      or
      as long-term investments when maturities are in excess of one year. Investment
      and long-term investments consist of certificates of deposit (CDs) and
      marketable securities.





At
      the
      date of acquisition of an investment security, management designates the
      security as belonging to a trading portfolio, an available-for-sale portfolio,
      or a held-to-maturity portfolio. Currently, the Company holds no securities
      designated as held-to-maturity or available-for-sale. All investment securities
      are classified as trading according to management’s intent and carried at fair
      value. Unrealized holding gains and losses for trading securities are included
      in earnings.





*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.




**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 does not believe that the adoption of SFAS 157 will have
      a
      material impact on its financial statements.




In
      February 2007, the FASB issued SFAS No. 159, *The
      Fair Value Option for Financial Assets and Financial Liabilities - including
      an
      amendment to FASB Statement No. 115* ,
      which
      permits entities to choose to measure many financial instruments and certain
      other items at fair value that are not currently required to be measured at
      fair
      value. SFAS 159 is effective January 1, 2008. The Company has evaluated the
      impact of SFAS 159 and believes it will not significantly impact 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.


14




In
      December 2007, the FASB issued SFAS No. 160, *Noncontrolling
      Interests in Consolidated Financial Statements* ,
      which
      changes the accounting and reporting standards for the noncontrolling interests
      in a subsidiary in consolidated financial statements. SFAS 160 recharacterizes
      minority interests as noncontrolling interests and requires noncontrolling
      interests to be classified as a component of shareholders' equity. SFAS 160
      is
      effective January 1, 2009 and requires retroactive adoption of the presentation
      and disclosure requirements for existing minority interests. The Company is
      currently evaluating the impact of SFAS 160 on its consolidated financial
      statements.





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





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





**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 June 30, 2008 to ensure
      that information required to be disclosed by us in the reports that we file
      or
      submit under the Exchange Act is: (1) accumulated and communicated to our
      management, including our Chief Executive Officer and Chief Financial Officer,
      as appropriate to allow timely decisions regarding required disclosure; and
      (2)
      recorded, processed, summarized and reported, within the time periods specified
      in the Commission's rules and forms.





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





**PART
      II**





**Item
      1.** **Legal
      Proceedings.**




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





**Item
      1A. Risk Factors.**





Not
      Applicable.





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


Not
      Applicable.


15





**Item
      3.**  **Defaults
      Upon Senior Securities.**





Not
      Applicable.





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





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





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





Not
      applicable.





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




**Exhibit**
              **Number**
            
            **Description**2.1
            
            Share
                Exchange Agreement dated February 5, 2008, between the Company and
                the
                parties set forth on the signature page thereof. (incorporated by
                reference to the Company’s Current Report on Form 8-K filed with the
                Commission on March 14, 2008)2.2
            
            Agreement
                and Plan of Merger (incorporated by reference to the Company’s Current
                Report on Form 8-K filed with the Commission on April 15,
                2008)3.1
            
            Articles
                of Amendment to the Articles of Incorporation of the Company (incorporated
                by reference to the
              Company's
                proxy statement on Schedule 14A filed with the Commission on March
                5, 2003
                (the "Proxy statement")3.2
            
            Agreement
                and Plan of Merger between Quixit, Inc., a Colorado corporation,
                and TOP
                Group Corporation (now
              known
                as TOP Group Holdings, Inc.), a Delaware corporation (incorporated
                by
                reference to the Proxy Statement)3.3
            
            Certificate
                of Incorporation of the Company (incorporated by reference to the
                Proxy
                Statement)3.4
            
            By-Laws
                of the Company (incorporated by reference to the Proxy
                Statement)3.5
            
            Restated
                Certificate of Incorporation of the Company (incorporated by reference
                to
                the Company’s proxy statement on Schedule 14C filed with the commission on
                March 15, 2005 for an increase of authorized shares)3.6
            
            Restated
                Certificate of Incorporation of the Company (incorporated by reference
                to
                the Company’s proxy statement on Schedule l4C filed with the commission on
                August 26, 2005 for a name change)3.7
            
            Restated
                Certificate of Incorporation of the Company (incorporated by reference
                to
                the Company’s proxy statement on Schedule l4C filed with the commission on
                June 20, 2006 to set the new total authorized shares)3.8
            
            Certificate
                of Merger filed with the Secretary of State of Delaware (incorporated
                by
                reference to the Company’s Current Report on Form 8-K filed with the
                Commission on April 15, 2008)3.9
            
            Certificate
                of Merger filed with Secretary of State of Nevada (incorporated by
                reference to the Company’s Current Report on Form 8-K filed with the
                Commission on April 15, 2008)3.10
            
            Certificate
                of Amendment to the Articles of Incorporation (incorporated by reference
                to the Company’s Current Report on Form 8-K filed with the Commission on
                April 15, 2008)10.1
            
            Employment
                Agreement with Pi-Yun Chu (incorporated by reference to the Company’s
                Current Report on Form 8-K filed with the Commission on March 14,
                2008)10.2
            
            Employment
                Agreement with Shen-Ren Li (incorporated by reference to the Company’s
                Current Report on Form 8-K filed with the Commission on March 14,
                2008)




16





10.3
            
            Employment
                Agreement with Sheng-Peir Yang (incorporated by reference to the
                Company’s
                Current Report on Form 8-K filed with the Commission on March 14,
                2008)31.1
            
            Certification
                by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a)
                of the Exchange Act.31.2
            
            Certification
                by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a)
                of the Exchange Act.32.1
            
            Certification
                by Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b)
                of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of
                the
                United States Code.32.2
            
            Certification
                by Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b)
                of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of
                the
                United States Code.




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**SIGNATURES**





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




**OMPHALOS,
                CORP.**Date:
                August 13, 2008
            By:
            /s/ Sheng-Peir
                YangSheng-Peir
                YangChief
                Executive Officer, President
              and
                Chairman of the Board




Date:
                August 13, 2008
            By:
            /s/
                Chu Pi YunChu
                Pi YunChief
                Financial Officer, Chief Accounting
              Officer
                and Director




18