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




OMPHALOS,
CORP.


(Exact
name of registrant as specified in its charter)





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




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


Luchu
Taoyuan County


Taiwan


(Address
of principal executive offices, Zip Code)





011-8863-322-9658


(Registrant’s
telephone number, including area code)





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





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





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





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





Large
accelerated filer o                                                                       
      Accelerated filero


Non-accelerated
filero                                                                             Smaller
reporting company x





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




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







TABLE
OF CONTENTS




PagePART
      I - FINANCIAL INFORMATIONItem
      1.       Financial Statements
                                                                    
                                                                    3Item
      2.       Management’s Discussion and Analysis or
      Plan of Operation
                                                                    
                                                                    13Item
      3.       Quantitative and Qualitative Disclosures
      About Market Risk
                                                                    
                                                                    16Item
      4.        Controls and
      Procedures
                                                                    
                                                                    1616PART
      II - OTHER INFORMATIONItem
      1.       Legal Proceedings
                                                                    
                                                                    16Item
      2.       Unregistered Sales of Equity Securities
      and Use of Proceeds
                                                                    
                                                                    16Item
      3.       Defaults Upon Senior
      Securities
                                                                    
                                                                    16Item
      4.       Submission of Matters to a Vote of
      Security Holders
                                                                    
                                                                    16Item
      5.       Other Information
                                                                    
                                                                    16Item
      6.       Exhibits
                                                                    
                                                                    17SIGNATURES
                                                                    
                                                                    19


2





PART
I - FINANCIAL INFORMATION





Item 1.   Financial
Statements.





CONTENTSPageCondensed
      Consolidated Balance Sheets
              4 -
      5Condensed
      Consolidated Statements of Operations
              6Condensed
      Consolidated Statements of Shareholders' Equity and Comprehensive Income
      (Loss)
              7Condensed
      Consolidated Statements of Cash Flows
              8Notes
      to Consolidated Financial Statements
              9-
      12


3


OMPHALOS,
CORP.


CONDENSED
CONSOLIDATED BALANCE SHEETS





June
      30,
                              
                              
                              December
      31,2009
                              
                              
                              2008(Unaudited)AssetsCurrent
      AssetsCash
      and cash equivalents
                              
                              $
                              2,731,873
                              
                              
                              $
                              4,494,963Accounts
      receivable, net
                              
                              
                              793,823
                              
                              
                              
                              712,281Inventory,
      net
                              
                              
                              1,099,171
                              
                              
                              
                              1,116,918Prepaid
      and other current assets
                              
                              
                              218,724
                              
                              
                              
                              39,873Due
      from shareholders
                              
                              
                              199,495
                              
                              
                              
                              201,859Total
      current assets
                              
                              
                              5,043,086
                              
                              
                              
                              6,565,894Leasehold
      Improvements and Equipment, net
                              
                              
                              9,409
                              
                              
                              
                              11,864Intangible
      assets, net
                              
                              
                              36,948
                              
                              
                              
                              37,416Deposits
                              
                              
                              24,776
                              
                              
                              
                              24,842Total
      Assets
                              
                              $
                              5,114,219
                              
                              
                              $
                              6,640,016




The
Accompanying Notes Are an Integral Part of the Financial
Statements.


4





OMPHALOS,
CORP.


CONDENSED
CONSOLIDATED BALANCE SHEETS





June
      30,
                                    
                                    
                                    December
      31,2009
                                    
                                    
                                    2008(Unaudited)Liabilities
      and Shareholders' EquityCurrent
      LiabilitiesAccounts
      payable
                                    
                                    $
                                    476,049
                                    
                                    
                                    $
                                    1,724,092Accrued
      salaries and bonus
                                    
                                    
                                    35,750
                                    
                                    
                                    
                                    42,704Accured
      expenses
                                    
                                    
                                    17,991
                                    
                                    
                                    
                                    52,258Total
      current liabilities
                                    
                                    
                                    529,790
                                    
                                    
                                    
                                    1,819,054Shareholders'
      EquityCommon
      stock, $0.0001 par value, 120,000,000 sharesauthorized,
      30,063,759 shares issued and outstandingas
      of December 31, 2008 and June 30, 2009
                                    
                                    
                                    3,007
                                    
                                    
                                    
                                    3,007Additional
      paid-in capital
                                    
                                    
                                    47,523
                                    
                                    
                                    
                                    47,523Other
      comprehensive income (loss)
                                    
                                    
                                    145,235
                                    
                                    
                                    
                                    161,930Retained
      earnings
                                    
                                    
                                    4,388,664
                                    
                                    
                                    
                                    4,608,502Total
      shareholders' equity
                                    
                                    
                                    4,584,429
                                    
                                    
                                    
                                    4,820,962Total
      Liabilities and Shareholders' Equity
                                    
                                    $
                                    5,114,219
                                    
                                    
                                    $
                                    6,640,016







5





OMPHALOS,
CORP.


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


For the
Six Months Ended June 30, 2009 and 2008


(Unaudited)


Six
      Months Ended
                                                  
                                                  
                                                  Three
      Months EndedJune
      30, 2009
                                                  
                                                  
                                                  June
      30, 2008
                                                  
                                                  
                                                  June
      30, 2009
                                                  
                                                  
                                                  June
      30, 2008Revenues:Sales
      of goods, net
                                                  
                                                  $
                                                  939,399
                                                  
                                                  
                                                  $
                                                  5,341,128
                                                  
                                                  
                                                  $
                                                  785,346
                                                  
                                                  
                                                  $
                                                  3,797,150Other
      operating income
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  3,228
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  57Total
      revenues
                                                  
                                                  
                                                  939,399
                                                  
                                                  
                                                  
                                                  5,344,356
                                                  
                                                  
                                                  
                                                  785,346
                                                  
                                                  
                                                  
                                                  3,797,207Operating
      costs and expenses:Cost
      of sales
                                                  
                                                  
                                                  621,222
                                                  
                                                  
                                                  
                                                  3,709,998
                                                  
                                                  
                                                  
                                                  502,290
                                                  
                                                  
                                                  
                                                  2,501,664Selling,
      general andadministrative
      expenses
                                                  
                                                  
                                                  554,330
                                                  
                                                  
                                                  
                                                  898,388
                                                  
                                                  
                                                  
                                                  274,302
                                                  
                                                  
                                                  
                                                  476,784Income
      from operations
                                                  
                                                  
                                                  (236,153
                                                  )
                                                  
                                                  
                                                  735,970
                                                  
                                                  
                                                  
                                                  8,754
                                                  
                                                  
                                                  
                                                  818,759Other
      incomeInterest
      income
                                                  
                                                  
                                                  35,021
                                                  
                                                  
                                                  
                                                  10,590
                                                  
                                                  
                                                  
                                                  33,024
                                                  
                                                  
                                                  
                                                  5,831Gain
      (loss) on foreigncurrency
      exchange
                                                  
                                                  
                                                  (18,188
                                                  )
                                                  
                                                  
                                                  (433,411
                                                  )
                                                  
                                                  
                                                  (20,876
                                                  )
                                                  
                                                  
                                                  156,532Miscellaneous
      income
                                                  
                                                  
                                                  (518
                                                  )
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (518
                                                  )
                                                  
                                                  
                                                  2,434Total
      other income
                                                  
                                                  
                                                  16,315
                                                  
                                                  
                                                  
                                                  (422,821
                                                  )
                                                  
                                                  
                                                  11,630
                                                  
                                                  
                                                  
                                                  164,797Income
      before provisionfor
      income taxes
                                                  
                                                  
                                                  (219,838
                                                  )
                                                  
                                                  
                                                  313,149
                                                  
                                                  
                                                  
                                                  20,384
                                                  
                                                  
                                                  
                                                  983,556Provision
      for income taxes
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -Net
      Income
                                                  
                                                  $
                                                  (219,838
                                                  )
                                                  
                                                  $
                                                  313,149
                                                  
                                                  
                                                  $
                                                  20,384
                                                  
                                                  
                                                  $
                                                  983,556Weighted
      average number of common stock:Basic
      and Diluted
                                                  
                                                  
                                                  30,063,759
                                                  
                                                  
                                                  
                                                  29,538,438
                                                  
                                                  
                                                  
                                                  30,063,759
                                                  
                                                  
                                                  
                                                  30,063,759Net
      income (loss) per share:Basic
      and Diluted
                                                  
                                                  
                                                  (0.01
                                                  )
                                                  
                                                  
                                                  0.01
                                                  
                                                  
                                                  
                                                  0.00
                                                  
                                                  
                                                  
                                                  0.03







6





OMPHALOS,
CORP.


CONDENSED
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY


AND
COMPREHENSIVE INCOME (LOSS)


For the
Six Months Ended June 30, 2009


(Unaudited)





Common
      Stock
                        
                        
                        Additonal
                        
                        
                        Retained
                        
                        
                        ComprehensiveShares
                        
                        
                        Amount
                        
                        
                        Paid-in
      Capital
                        
                        
                        Earning
                        
                        
                        Income
      (Loss)
                        
                        
                        TotalBalance
      at December 31, 2008
                        
                        
                        30,063,759
                        
                        
                        $
                        3,007
                        
                        
                        $
                        47,523
                        
                        
                        $
                        4,608,502
                        
                        
                        $
                        161,930
                        
                        
                        $
                        4,820,962Translation
      adjustment
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (16,695
                        )
                        
                        
                        (16,695
                        )Net
      loss
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (219,838
                        )
                        
                        
                        -
                        
                        
                        
                        (219,838
                        )Balance
      at June 30, 2009
                        
                        
                        30,063,759
                        
                        
                        $
                        3,007
                        
                        
                        $
                        47,523
                        
                        
                        $
                        4,388,664
                        
                        
                        $
                        145,235
                        
                        
                        $
                        4,584,429







7





OMPHALOS,
CORP.


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


For the
Six Months Ended June 30, 2009 and 2008


(Unaudited)





June 30, 2009
                                                            
                                                            
                                                            June 30, 2008Cash
      flows from operating activitiesNet
      income (loss)
                                                            
                                                            $
                                                            (219,838
                                                            )
                                                            
                                                            $
                                                            313,149Adjustments
      to reconcile net income to net cash used in
                                                            
                                                            
                                                            .
                                                            
                                                            
                                                            
                                                            .operating
      activities:Amortization
      and depreciation
                                                            
                                                            
                                                            2,743
                                                            
                                                            
                                                            
                                                            1,466Loss
      due to inventory valuation allowance
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            3,389Reduction
      in inventory valuation allowance
                                                            
                                                            
                                                            (33,433
                                                            )
                                                            
                                                            
                                                            -Loss
      (gain) on sale of property
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            (3,228
                                                            )Foreign
      currency exchange loss (gains)
                                                            
                                                            
                                                            18,188
                                                            
                                                            
                                                            
                                                            433,411Changes
      in assets and liabilities:Decrease
      (Increase) in accounts receivable
                                                            
                                                            
                                                            (81,902
                                                            )
                                                            
                                                            
                                                            108,149Decrease
      (Increase) in inventory
                                                            
                                                            
                                                            47,982
                                                            
                                                            
                                                            
                                                            (749,946
                                                            )(Increase)
      Decrease in prepaid and other assets
                                                            
                                                            
                                                            (175,720
                                                            )
                                                            
                                                            
                                                            (15,451
                                                            )Increase
      (Decrease) in accounts payable
                                                            
                                                            
                                                            (1,221,038
                                                            )
                                                            
                                                            
                                                            (1,125,587
                                                            )(Decrease)
      in accrued expenses
                                                            
                                                            
                                                            (40,231
                                                            )
                                                            
                                                            
                                                            (135,912
                                                            )Net
      cash used in operating activities
                                                            
                                                            
                                                            (1,703,249
                                                            )
                                                            
                                                            
                                                            (1,170,560
                                                            )Cash
      flows from investing activitiesMaturities
      of held-to-maturity securities
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            1,154,720Purchase
      of equipment
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            (5,358
                                                            )Proceeds
      received from disposition of equipment
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            3,228Net
      cash provided by investing activities
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            1,152,590Cash
      flows from financing activitiesDividend
      distribution
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            (181,718
                                                            )Proceeds
      from repayment of loans from shareholders
                                                            
                                                            
                                                            1,801
                                                            
                                                            
                                                            
                                                            -Loans
      to shareholders
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            (98,737
                                                            )Net
      cash provided by (used in) financing activities
                                                            
                                                            
                                                            1,801
                                                            
                                                            
                                                            
                                                            (280,455
                                                            )Effect
      of exchange rate changes on cash and cash equivalents
                                                            
                                                            
                                                            (61,642
                                                            )
                                                            
                                                            
                                                            (302,864
                                                            )Net
      decrease in cash and cash equivalents
                                                            
                                                            
                                                            (1,763,090
                                                            )
                                                            
                                                            
                                                            (601,289
                                                            )Cash
      and cash equivalentsBeginning
                                                            
                                                            
                                                            4,494,963
                                                            
                                                            
                                                            
                                                            2,783,243Ending
                                                            
                                                            $
                                                            2,731,873
                                                            
                                                            
                                                            $
                                                            2,181,954Supplemental
      disclosure of cash flowsCash
      paid during the period for:Interest
      expense
                                                            
                                                            $
                                                            -
                                                            
                                                            
                                                            $
                                                            -Income
      tax
                                                            
                                                            $
                                                            -
                                                            
                                                            
                                                            $
                                                            -Supplemental
      disclosure of noncash financing and investing activitiesShares
      issued for acquisition of Soyodo Group Holdings, Inc.
                                                            
                                                            $
                                                            -
                                                            
                                                            
                                                            $
                                                            530







8




OMPHALOS,
CORP.


NOTES TO
THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


June 30,
2009





1.
            ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES





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





Organization— Soyodo Group Holdings, Inc. (the “Soyodo”) was incorporated on May 15,
1997 as Quixit, Inc. under the laws of the state of Colorado. 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. 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.





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.


9





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





Organization
(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 owned by same shareholders. On July 4, 2007,
Omphalos Corp. (BVI) acquired Omphalos Corp. (Taiwan) and All Fine Technology
Co. Ltd. (Taiwan) by paying $334,215 in cash to the shareholders. On October 19,
2007 Omphalos Corp. (BVI) completed the purchase of All Fine Technology Co. Ltd.
(BVI) by paying $2,095,230 in cash to the shareholders. Omphalos Corp. (B.V.I)
became the 100% shareholder of the other three entities. Omphalos Corp. (B.V.I.)
and its subsidiaries supplies a wide range of equipments and parts including
reflow soldering ovens and automated optical inspection machines for printed
circuit board (PCB) manufacturers in Taiwan and China. Collectively Omphalos,
Corp. (formerly Soyodo Group Holdings Inc.) and these four corporations are
referred to herein as the "Company".





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





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





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




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





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 $263,670
and $298,502 at June 30, 2009 and December 31, 2008,
respectively.


10




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





Intangible Assets—Include cost of patent applications that are deferred and charged to
operations over their useful lives. The accumulated amortization is $2,352 and
$1,988 at June 30, 2009 and December 31, 2008, respectively. Annual amortization
expense of such intangible assets is expected to be $725 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, 2009 and December 31, 2008 the exchange rates between the NTD and the
USD ($) were NTD1=$0.03042. and NTD1=$0.03050, respectively The weighted-average
rates of exchange between NTD and USD were NTD1=$0.02987 and NTD1=$0.03228 for
the six months ended June 30, 2009 and June 30, 2008, respectively. Total
translation adjustment recognized as of June 30, 2009 and December 31, 2008 is
$145,235 and $161,930, respectively.





Recently Issued
Accounting Pronouncements — In July 2009, the FASB issued Statement
of Financial Accounting Standards No. 168, The FASB Accounting Codification and
the Hierarchy of Generally Accepted Accounting Principles(“SFAS 168”).
SFAS 168 supersedes Statement No. 162 issued in May 2008. SFAS 168
will establish the Financial
Accounting Standards Board Accounting Standards Codification(the
“Codification”) as the source of authoritative U.S. generally accepted
accounting principles (“GAAP”) recognized by the FASB to be applied by
nongovernmental entities. Rules and interpretive releases issued by the SEC are
also sources of authoritative GAAP for SEC registrants. On the effective date of
SFAS 168, the Codification will supersede all then-existing non-SEC accounting
and reporting standards. All other nongrandfathered non-SEC accounting
literature not included in the Codification will become nonauthoritative. SFAS
168 is effective for financial statements issued for interim and annual periods
ending after September 15, 2009. SFAS 168 will not impact the Company’s
financial statements other than references to authoritative accounting
literature in future periods will be made in accordance with the
Codification.





In
December 2008, the FASB issued FSP No. FAS 132(R)-1, Employers’
Disclosures about Postretirement Benefit Plan Assets, which amends
Statement No. 132(R) Employers’ Disclosures about Pensions and
Other Postretirement Benefits-an amendment of FASB Statements No. 87, 88,
and 106,torequire more detailed
disclosures about employers’ plan assets, including employers’ investment
strategies, major categories of plan assets, concentrations of risk within plan
assets, and valuation


11





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





Recently Issued
Accounting Pronouncements (Continued) — techniques used to measure the
fair value of plan assets.  The disclosure requirements of FSP No. FAS
132(R)-1 will be required to be included in the Company’s annual consolidated
financial statements for the year ending December 31, 2009.




2.
            RELATED-PARTY
      TRANSACTIONS





Operating
Leases—The Company leases its facility from a shareholder under an
operating lease agreement which expires on December 31, 2009. The monthly base
rent is approximately $2,200. Rent expense under this lease agreement amounted
to approximately $13,200 and $13,200 for the periods ended June 30, 2009 and
2008, respectively.





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





3.
              OTHER
      COMPREHENSIVE INCOME




Balances
of related after-tax components comprising accumulated other comprehensive
income (loss), included in stockholders' equity, at June 30, 2009 and December
31, 2008 are as follows:




Foreign Currency
                                    Translation Adjustment
                                  
                                  
                                  Accumulated Other
                                    Comprehensive IncomeBalance
      at December 31, 2008
                                  
                                  $
                                  161,930
                                  
                                  
                                  $
                                  161,930Change
      for the period
                                  
                                  
                                  (16,695
                                  )
                                  
                                  $
                                  (16,695
                                  )Balance
      at June 30, 2009
                                  
                                  $
                                  145,235
                                  
                                  
                                  $
                                  145,235





*****


12


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





Cautionary Note Regarding
Forward-Looking Statements





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





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





Overview





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





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





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


13





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





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





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





Results
of Operations





Three
Months and Six Months Ended June 30, 2009 Compared to the Three Months and Six
Months Ended June 30, 2008





Three
Months Ended June 30, 2009 compared to the Three Months Ended June 30,
2008





Net sales for the three months ended
June 30, 2009 were $785,346 as compared to $3,797,150 for the three months ended
June 30, 2008.  This represents a decrease of $3,011,804 or 79.3%
comparing the two periods.  The decrease in net sales for the three
months ended June 30, 2009 is primarily the result of a decrease in demand for
end products due to the economic downturn.





Cost of sales decreased by $1,999,374
or 79.9%, to $502,290 for the three months ended June 30, 2009 as compared to
$2,501,664 for the three months ended June 30, 2008.  The decrease in
cost of sales is primarily the result of a decrease in sales
volume.





For the three months ended June 30,
2009, selling, general and administrative expenses totaled
$274,302.  This was a decrease of $202,482 or 42.5% as compared to the
same period in 2008.  The decrease in selling, general and
administrative expenses is primarily the result of decreases in commission,
salary and wages, travel, entertainment expenses, and professional service
fees.





For the three months ended June 30,
2009, income from operations decreased to $8,754 as compared to $818,759 for the
three months ended June 30, 2008.  This represents a decrease of
$810,005 or 98.9% comparing the two periods.  The decrease in income
from operations for the three months ended June 30, 2009 is primarily the result
of a decrease in net sales which was partially offset by a decrease in selling,
general and administrative expenses.


14





Other income was $11,630 and $164,797
for the three months ended June 30, 2009 and 2008, respectively.  This
was a decrease of $153,167, or 92.9%.  The main reason for this
decrease was due to a loss on foreign currency exchange which partially offset
by an increase in interest income.





Our net income was $20,384 for the
three months ended June 30, 2009 compared to a net income of $983,556 for the
three months ended June 30, 2008.  The decrease in profitability for
the three months ended June 30, 2009 was due to the reasons described
above.





Six
Months Ended June 30, 2009 compared to the Six Months Ended June 30,
2008





Net sales
for the six months ended June 30, 2009 were $939,399 as compared to $5,341,128
for the six months ended June 30, 2008.  This represents a decrease of
$4,401,729 or 82.4% comparing the two periods.  The decrease in net
sales for the six months ended June 30, 2009 is primarily the result of a
decrease in demand for end products due to the economic downturn.





Cost of sales decreased by $3,088,776
or 83.3%, to $621,222 for the six months ended June 30, 2009 as compared to
$3,709,998 for the six months ended June 30, 2008.  The decrease in
cost of sales is primarily the result of a decrease in sales
volume.





For the six months ended June 30, 2009,
selling, general and administrative expenses totaled $554,330.  This
was a decrease of $344,058 or 38.3% as compared to the same period in
2008.  The decrease in selling, general and administrative expenses is
primarily the result of decreases in commission, salary and wages, travel,
entertainment expenses, and professional service fees.





For the six months ended June 30, 2009,
income (loss) from operations decreased to $(236,153) as compared to $735,970
for the six months ended June 30, 2008.  This represents a decrease of
$972,123 or 132.1% comparing the two periods.  The decrease in income
from operations for the six months ended June 30, 2009 is primarily the result
of a decrease in net sales which was partially offset by a decrease in selling,
general and administrative expenses.





Other income (expense) was $16,315 and
$(422,821) for the six months ended June 30, 2009 and 2008,
respectively.  This was an increase of $439,136, or
103.9%.  The main reason for this increase was due to a decrease of
loss on foreign currency exchange.





Our net income was $(219,838) for the
six months ended June 30, 2009 compared to a net income of $313,149 for the six
months ended June 30, 2008.  The decrease in profitability for the six
months ended June 30, 2009 was due to the reasons described above.





Liquidity
and Capital Resources





Cash and cash equivalents were
$2,731,873 at June 30, 2009 and $4,494,963 at December 31, 2008.  Our
total current assets were $5,043,086 at June 30, 2009 as compared to $6,565,894
at December 31, 2008.   Our total current liabilities were
$529,790 at June 30, 2009 as compared to $1,819,054 at December 31,
2008.





We had working capital at June 30, 2009
or $4,513,296 compared with working capital of $4,746,840 at December 31,
2008.  This decrease in working capital was primarily due to the net
loss and the payment for the general administrative costs.


15





During the six months period ended June
30, 2009, net cash used in operating activities was $(1,703,249).  Net
cash used in investing activities was $0, and net cash provided by financing
activities was $1,801.  Net change in cash and cash equivalents was a
decrease of $(1,763,090).





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





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





PART
II





Item 1.   Legal
Proceedings.




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





Item
1A. Risk Factors.





Not Applicable.





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





Not Applicable.





Item 3.   Defaults Upon Senior
Securities.





Not
Applicable.




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





None.


16





Item 5.   Other
Information.





Not
applicable.





Item
6.      Exhibits.





Exhibit
                  Number
                
                Description2.1
                
                Share
      Exchange Agreement dated February 5, 2008, between the Company and the
      parties set forth on the signature page thereof. (incorporated by
      reference to the Company’s Current Report on Form 8-K filed with the
      Commission on March 14, 2008)2.2
                
                Agreement
      and Plan of Merger (incorporated by reference to the Company’s Current
      Report on Form 8-K filed with the Commission on April 15,
      2008)3.1
                
                Articles
      of Amendment to the Articles of Incorporation of the Company (incorporated
      by reference to the
                  Company's
      proxy statement on Schedule 14A filed with the Commission on March 5, 2003
      (the "Proxy Statement")3.2
                
                Agreement
      and Plan of Merger between Quixit, Inc., a Colorado corporation, and TOP
      Group Corporation (now
                  known
      as   TOP Group Holdings, Inc.), a Delaware corporation
      (incorporated by reference to the Proxy Statement)3.3
                
                Certificate
      of Incorporation of the Company (incorporated by reference to the Proxy
      Statement)3.4
                
                By-Laws
      of the Company (incorporated by reference to the Proxy
      Statement)3.5
                
                Restated
      Certificate of Incorporation of the Company (incorporated by reference to
      the Company’s proxy statement on Schedule 14C filed with the commission on
      March 15, 2005 for an increase of authorized shares)3.6
                
                Restated
      Certificate of Incorporation of the Company (incorporated by reference to
      the Company’s proxy statement on Schedule l4C filed with the commission on
      August 26, 2005 for a name change)3.7
                
                Restated
      Certificate of Incorporation of the Company (incorporated by reference to
      the Company’s proxy statement on Schedule l4C filed with the commission on
      June 20, 2006 to set the new total authorized shares)3.8
                
                Certificate
      of Merger filed with the Secretary of State of Delaware (incorporated by
      reference to the Company’s Current Report on Form 8-K filed with the
      Commission on April 15, 2008)3.9
                
                Certificate
      of Merger filed with Secretary of State of Nevada (incorporated by
      reference to the Company’s Current Report on Form 8-K filed with the
      Commission on April 15, 2008)3.10
                
                Certificate
      of Amendment to the Articles of Incorporation (incorporated by reference
      to the Company’s Current Report on Form 8-K filed with the Commission on
      April 15, 2008)10.1
                
                Employment
      Agreement with Pi-Yun Chu (incorporated by reference to the Company’s
      Current Report on Form 8-K filed with the Commission on March 14,
      2008)10.2
                
                Employment
      Agreement with Shen-Ren Li (incorporated by reference to the Company’s
      Current Report on Form 8-K filed with the Commission on March 14,
      2008)10.3
                
                Employment
      Agreement with Sheng-Peir Yang (incorporated by reference to the Company’s
      Current Report on Form 8-K filed with the Commission on March 14,
      2008)


17





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.




18




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 12, 2009
                By:
                /s/ Sheng-Peir
      YangSheng-Peir
      YangChief
      Executive Officer, President
                  and
      Chairman of the Board




Date:
      August 12, 2009
                By:
                /s/
      Chu Pi
      YunChu
      Pi YunChief
      Financial Officer, Chief Accounting
                  Officer
      and Director




19