UNITED STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-Q/A




(Mark
      One)x
              QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
                
                FOR
      THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008o
              TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
                
                FOR
      THE TRANSITION PERIOD FROM __________ TO __________
                
                COMMISSION
      FILE NUMBER
___000-32341_____________




OMPHALOS,
CORP.


(Exact
name of registrant as specified in its charter)





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




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


Luchu
Taoyuan County


Taiwan


(Address
of principal executive offices, Zip Code)





011-8863-322-9658


(Registrant’s
telephone number, including area code)





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 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 October 1, 2008
was 30,063,759.





The quarterlyreport ofOmphalos, Corp.(the “Company”),for the fiscal quarter ended September
30, 2008,filed on Form
10-Qwiththe Securities and Exchange Commission
(the “SEC”) onNovember 12, 2008, is hereby amended to provideamendedfinancial statements and financial
statementdisclosure,andprovide revised Section 302
Certifications, filed herewith as Exhibit
31.1and
Exhibit 31.2, and revised Section 906
Certifications, filed herewith as Exhibit
32.1and 32.2, in each case compliant with the
requirements for Section 302 Certifications and Section 906 Certifications,
respectively.








PART
I - FINANCIAL INFORMATION





Item 1.   Financial
Statements.





OMPHALOS,
CORP.
 
 CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008.
     
  CONTENTSPageCondensed
      Consolidated Balance Sheets
                                
                                
                                1 -
      2Condensed
      Consolidated Statements of Operations (As Restated)
                                
                                
                                3Condensed
      Consolidated Statements of Shareholders' Equity and Comprehensive
      Income
                                
                                
                                4Condensed
      Consolidated Statements of Cash Flows
                                
                                
                                5Notes
      to Consolidated Financial Statements
                                
                                
                                6-
      12
  
  OMPHALOS,
CORP.
 (FORMERLY
SOYODO GROUP HOLDINGS, INC.)
 CONDENSED
CONSOLIDATED BALANCE SHEETS
  September
      30,2008
                            
                            
                            2007Assets
                            
                            (Unaudited)Current
      AssetsCash
      and cash equivalents
                            
                            $
                            4,717,031
                            
                            
                            $
                            2,783,243Accounts
      receivable, net
                            
                            
                            2,193,940
                            
                            
                            
                            3,892,353Inventory,
      net
                            
                            
                            1,305,155
                            
                            
                            
                            657,788Prepaid
      and other current assets
                            
                            
                            95,234
                            
                            
                            
                            132,508Due
      from shareholders
                            
                            
                            111,293
                            
                            
                            
                            -Total
      current assets
                            
                            
                            8,422,653
                            
                            
                            
                            7,465,892Leasehold
      Improvements and Equipment, net
                            
                            
                            10,236
                            
                            
                            
                            13,808Intangible
      assets, net
                            
                            
                            38,536
                            
                            
                            
                            29,946Deposits
                            
                            
                            25,338
                            
                            
                            
                            -Long-term
      investments
                            
                            
                            -
                            
                            
                            
                            1,100,704Total
      Assets
                            
                            $
                            8,496,763
                            
                            
                            $
                            8,610,350
     The
Accompanying Notes Are an Integral Part of the Financial
Statements.
 1
 OMPHALOS,
CORP.
 (FORMERLY
SOYODO GROUP HOLDINGS, INC.)
 CONDENSED
CONSOLIDATED BALANCE SHEETS
 
 September
      30,2008
                              
                              
                              2007Liabilities
      and Shareholders' Equity
                              
                              (Unaudited)Current
      LiabilitiesAccounts
      payable
                              
                              $
                              3,435,948
                              
                              
                              $
                              3,940,816Accrued
      salaries and bonus
                              
                              
                              43,583
                              
                              
                              
                              42,081Accured
      expenses
                              
                              
                              38,921
                              
                              
                              
                              180,841Total
      current liabilities
                              
                              
                              3,518,452
                              
                              
                              
                              4,163,738Shareholders'
      EquityCommon
      stock, $0.0001 par value, 120,000,000 sharesauthorized,
      27,332,092 and 30,063,759 shares issuedand
      outstanding as of December 31, 2007 andSeptember
      30, 2008, respectively
                              
                              
                              3,007
                              
                              
                              
                              2,733Additional
      paid-in capital
                              
                              
                              47,523
                              
                              
                              
                              47,267Other
      comprehensive income
                              
                              
                              195,485
                              
                              
                              
                              211,407Retained
      earnings
                              
                              
                              4,732,296
                              
                              
                              
                              4,185,205Total
      shareholders' equity
                              
                              
                              4,978,311
                              
                              
                              
                              4,446,612Total
      Liabilities and Shareholders' Equity
                              
                              $
                              8,496,763
                              
                              
                              $
                              8,610,350
 
 
 The
Accompanying Notes Are an Integral Part of the Financial
Statements.
 2
  OMPHALOS,
CORP.
 (FORMERLY
SOYODO GROUP HOLDINGS, INC.)
 CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
 For the
Nine Months Ended September 30, 2008 and 2007
 (Unaudited)
  Nine
      Months Ended
                            
                            
                            Three
      Months EndedSeptember
      30, 2008
                            
                            
                            September
      30, 2007
                            
                            
                            September
      30, 2008
                            
                            
                            September
      30, 2007(As
      restated,
                            
                            
                            
                            
                            
                            (As
      restated,see
      Note 5)
                            
                            
                            
                            
                            
                            see
      Note 5)Revenues:Sales
      of goods, net
                            
                            $
                            7,683,195
                            
                            
                            $
                            7,820,401
                            
                            
                            $
                            2,342,067
                            
                            
                            $
                            2,907,249Other
      operating income
                            
                            
                            3,222
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -Total
      revenues
                            
                            
                            7,686,417
                            
                            
                            
                            7,820,401
                            
                            
                            
                            2,342,067
                            
                            
                            
                            2,907,249Operating
      costs and expenses:Cost
      of sales
                            
                            
                            5,359,518
                            
                            
                            
                            4,785,591
                            
                            
                            
                            1,649,526
                            
                            
                            
                            1,518,769Selling,
      general andadministrative
      expenses
                            
                            
                            1,393,784
                            
                            
                            
                            1,330,919
                            
                            
                            
                            495,396
                            
                            
                            
                            468,093Income
      from operations
                            
                            
                            933,115
                            
                            
                            
                            1,703,891
                            
                            
                            
                            197,145
                            
                            
                            
                            920,387Other
      incomeInterest
      income
                            
                            
                            16,934
                            
                            
                            
                            139,044
                            
                            
                            
                            6,344
                            
                            
                            
                            23,476Gain
      (loss) on foreigncurrency
      exchange
                            
                            
                            (222,080
                            )
                            
                            
                            (111,706
                            )
                            
                            
                            211,331
                            
                            
                            
                            (132,520
                            )Gain
      on investment
                            
                            
                            -
                            
                            
                            
                            57,179
                            
                            
                            
                            -
                            
                            
                            
                            18,756Miscellaneous
      income
                            
                            
                            840.00
                            
                            
                            
                            2,980
                            
                            
                            
                            840
                            
                            
                            
                            125Total
      other income
                            
                            
                            (204,306
                            )
                            
                            
                            87,497
                            
                            
                            
                            218,515
                            
                            
                            
                            (90,163
                            )Income
      before provisionfor
      income taxes
                            
                            
                            728,809
                            
                            
                            
                            1,791,388
                            
                            
                            
                            415,660
                            
                            
                            
                            830,224Provision
      for income taxes
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -Net
      Income
                            
                            $
                            728,809
                            
                            
                            $
                            1,791,388
                            
                            
                            $
                            415,660
                            
                            
                            $
                            830,224Weighted
      average number of common stock:Basic
      and Diluted
                            
                            
                            29,714,823
                            
                            
                            
                            27,332,092
                            
                            
                            
                            30,063,759
                            
                            
                            
                            27,332,092Net
      income (loss) per share:Basic
      and Diluted
                            
                            
                            0.02
                            
                            
                            
                            0.07
                            
                            
                            
                            0.01
                            
                            
                            
                            0.03
    The
Accompanying Notes Are an Integral Part of the Financial
Statements.
 3
 
 OMPHALOS,
CORP.
 (FORMERLY
SOYODO GROUP HOLDINGS, INC.)
 CONDENSED
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
 AND
COMPREHENSIVE INCOME
 For the
Nine Months Ended September 30, 2008
 (Unaudited)
 
 Common
      Stock
                              
                              
                              Additonal
                              
                              
                              Retained
                              
                              
                              ComprehensiveShares
                              
                              
                              Amount
                              
                              
                              Paid-in
      Capital
                              
                              
                              Earning
                              
                              
                              Income
                              
                              
                              TotalBalance
      at December 31, 2007
                              
                              
                              27,332,092
                              
                              
                              $
                              2,733
                              
                              
                              $
                              47,267
                              
                              
                              $
                              4,185,205
                              
                              
                              $
                              211,407
                              
                              
                              $
                              4,446,612Reorganization
      and recapitalization
                              
                              
                              2,731,667
                              
                              
                              
                              274
                              
                              
                              
                              256
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              530Dividend
      distributions
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (181,718
                              )
                              
                              
                              -
                              
                              
                              
                              (181,718
                              )Translation
      adjustment
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (15,922
                              )
                              
                              
                              (15,922
                              )Net
      income
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              728,809
                              
                              
                              
                              -
                              
                              
                              
                              728,809Balance
      at September 30, 2008
                              
                              
                              30,063,759
                              
                              
                              $
                              3,007
                              
                              
                              $
                              47,523
                              
                              
                              $
                              4,732,296
                              
                              
                              $
                              195,485
                              
                              
                              $
                              4,978,311
 
   
 The
Accompanying Notes Are an Integral Part of the Financial
Statements.
 4
  OMPHALOS,
CORP.
 (FORMERLY
SOYODO GROUP HOLDINGS, INC.)
 CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the
Nine Months Ended September 30, 2008 and 2007
 (Unaudited)
  September
      30, 2008
                                    
                                    
                                    September
      30, 2007Cash
      flows from operating activitiesNet
      income
                                    
                                    $
                                    728,809
                                    
                                    
                                    $
                                    1,791,388Adjustments
      to reconcile net income to net cash provided by
                                    
                                    
                                    .
                                    
                                    
                                    
                                    .operating
      activities:Amortization
      and depreciation
                                    
                                    
                                    4,254
                                    
                                    
                                    
                                    9,974Loss
      due to inventory value decline
                                    
                                    
                                    3,383
                                    
                                    
                                    
                                    -Loss
      (gain) on sale of property
                                    
                                    
                                    (3,222
                                    )
                                    
                                    
                                    2,527Foreign
      currency exchange loss
                                    
                                    
                                    222,080
                                    
                                    
                                    
                                    111,706Changes
      in assets and liabilities:Decrease
      (Increase) in accounts receivable
                                    
                                    
                                    1,803,556
                                    
                                    
                                    
                                    (1,427,222
                                    )Decrease
      (Increase) in inventory
                                    
                                    
                                    (666,322
                                    )
                                    
                                    
                                    292,997Decrease
      (Increase)  in prepaid and other assets
                                    
                                    
                                    13,878
                                    
                                    
                                    
                                    (29,432
                                    )Increase
      (Decrease) in accounts payable
                                    
                                    
                                    (567,980
                                    )
                                    
                                    
                                    1,227,765(Decrease)
      in accrued expenses
                                    
                                    
                                    (147,980
                                    )
                                    
                                    
                                    (987,826
                                    )Net
      cash provided by operating activities
                                    
                                    
                                    1,390,456
                                    
                                    
                                    
                                    991,877Cash
      flows from investing activitiesCapital
      contribution
                                    
                                    
                                    -
                                    
                                    
                                    
                                    96,598Maturities
      of held-to-maturities securities
                                    
                                    
                                    1,152,574
                                    
                                    
                                    
                                    374,390Purchase
      of equipment
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (7,698
                                    )Payments
      of patent registration
                                    
                                    
                                    (8,950
                                    )
                                    
                                    
                                    (3,185
                                    )Proceeds
      received from disposition of equipment
                                    
                                    
                                    3,222
                                    
                                    
                                    
                                    115,026Net
      cash provided by investing activities
                                    
                                    
                                    1,146,846
                                    
                                    
                                    
                                    575,131Cash
      flows from financing activitiesDividend
      distribution
                                    
                                    
                                    (229,576
                                    )
                                    
                                    
                                    -Distributions
      to shareholders for reorganization
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (303,100
                                    )Loans
      to shareholders
                                    
                                    
                                    (115,264
                                    )
                                    
                                    
                                    (4,609,566
                                    )Net
      cash used in financing activities
                                    
                                    
                                    (344,840
                                    )
                                    
                                    
                                    (4,912,666
                                    )Effect
      of exchange rate changes on cash and cash equivalents
                                    
                                    
                                    (258,674
                                    )
                                    
                                    
                                    (104,629
                                    )Net
      increase (decrease) in cash and cash equivalents
                                    
                                    
                                    1,933,788
                                    
                                    
                                    
                                    (3,450,287
                                    )Cash
      and cash equivalentsBeginning
                                    
                                    
                                    2,783,243
                                    
                                    
                                    
                                    9,124,178Ending
                                    
                                    $
                                    4,717,031
                                    
                                    
                                    $
                                    5,673,891Supplemental
      disclosure of cash flowsCash
      paid during the period for:Interest
      expense
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -Income
      tax
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -Supplemental
      disclosure of noncash investing activities:Shares
      issued for acquisition of Soyodo Group Holdings, Inc.
                                    
                                    $
                                    530
                                    
                                    
                                    $
                                    -
  The
Accompanying Notes Are an Integral Part of the Financial
Statements.
 5
  OMPHALOS,
CORP.
 (FORMERLY
SOYODO GROUP HOLDINGS, INC.)
 NOTES TO
THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 September
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 nine-month period ended September 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.
 
 6
  1.
                ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  (CONTINUED)
 
 Organization
(Continued)—Effective April 18, 2008 Soyodo entered into an Agreement
and Plan of Merger (the “Merger Agreement”) with Omphalos, Corp., a Nevada
corporation. Pursuant to the Merger Agreement, Soyodo was merged with and into
the surviving corporation, Omphalos Corp. The certificate of incorporation and
bylaws of the surviving corporation became the certificate of incorporation and
bylaws of the Company, and the directors and officers of Soyodo became the
members of the board of directors and officers of the Company. Following the
execution of the Merger Agreement, the Company filed with the Secretary of State
of Delaware and Nevada, a Certificate of Merger. Omphalos, Corp is incorporated
on April 15, 2008 under the laws of the state of Nevada. The main purpose of the
merger is to change the company’s name to Omphalos, Corp.
 
 Omphalos
Corp. (B.V.I.) was incorporated on October 30, 2001 under the laws of the
British Virgin Islands. Omphalos Corp. (Taiwan) was incorporated on February 13,
1991 under the laws of Republic of China. All Fine Technology Co., Ltd. (Taiwan)
was incorporated on March 23, 2004 under the laws of Republic of China. All Fine
Technology Co., Ltd. (B.V.I.) was incorporated on February 2, 2005 under the
laws of the British Virgin Islands. These companies were under common control
and owned by same shareholders. On July 4, 2007,
Omphalos Corp. (BVI) acquired Omphalos Corp. (Taiwan) and All Fine Technology
Co. Ltd. (Taiwan) by paying $334,215 in cash to the shareholders. On October 19,
2007 Omphalos Corp. (BVI) completed the purchase of All Fine Technology Co. Ltd.
(BVI) by paying $2,095,230 in cash to the shareholders. Omphalos Corp. (B.V.I)
became the 100% shareholder of the other three entities. Omphalos Corp. (B.V.I.)
and its subsidiaries supplies a wide range of equipments and parts including
reflow soldering ovens and automated optical inspection machines for printed
circuit board (PCB) manufacturers in Taiwan and China. Collectively Omphalos,
Corp. (formerly Soyodo Group Holdings Inc.) and these four corporations are
referred to herein as the "Company".
 
 Basis of
Consolidation / Combination— The aforementioned stock exchange
transaction made Omphalos Corp. (B.V.I.) a wholly owned subsidiary of Soyodo
after issuing 81,996,275 shares of Soyodo's common stock and resulted in the
shareholders of Omphalos (B.V.I.) obtaining a majority voting interest in
Soyodo. Accounting principles generally accepted in the United States require an
assessment of which entity is considered the accounting acquirer when an
exchange of stock occurs regardless of the legal form of the acquisition. The
factors to consider include which entity's shareholders will own the majority of
the voting common stock after the acquisition and the composition of the
governing body and the management of the company after the acquisition. Omphalos
was determined to be the acquirer for accounting purposes. Additionally, when an
acquisition takes place between a company with minimal or no operations (a shell
company) and an operating company, the transaction is treated as a
recapitalization rather than a business combination. As Soyodo is considered to
be a shell company, the transaction was treated as a recapitalization of
Omphalos Corp. (B.V.I.).
 
 For the
period ended September 30, 2007, the financial statements include the combined
accounts of All Fine Technology Co., Ltd.(B.V.I.) and Omphalos Corp. (B.V.I.)
and its subsidiaries- Omphalos Corp. (Taiwan) and All Fine Technology Co., Ltd.
(Taiwan). There companies were under common control and ownership. On October
19, 2007 Omphalos Corp. (BVI) completed the purchase of All Fine Technology Co.
Ltd. (BVI) 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
September 30, 2008, the consolidated financial statements include the accounts
of Omphalos Corp. (B.V.I.) and its wholly owned subsidiaries.  All
significant intercompany accounts and transactions are eliminated.
  7
 
 1.
                ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  (CONTINUED)
 
 Use of Estimates— The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
 
 Cash Equivalents,
and Long-term Investments— Cash and cash equivalents include cash on
hand and cash in time deposits, certificates of deposit and all highly liquid
debt instruments with original maturities of three months or less.
 
 Long-term
investments consist of certificates of deposit (CDs) with maturities in excess
of one year.
 
 Inventory— Inventory is carried at the lower of cost or market. Cost is determined
by using the specific identification method. The Company periodically reviews
the age and turnover of its inventory to determine whether any inventory has
become obsolete or has declined in value, and charges to operations for known
and anticipated inventory obsolescence. Inventory consists substantially of
finished goods and is net of an allowance for slow-moving inventory of $193,853
and $188,503 at September 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 $1,655 and
$1,259 at September 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
September 30, 2008 and December 31, 2007 the exchange rates between the NTD and
the USD ($) were NTD1=$0.03111. and NTD1=$0.03077, respectively The
weighted-average rates of exchange between NTD and USD were NTD1=$0.03222 and
NTD1=$0.03031 for the nine months ended September 30, 2008 and September 30,
2007, respectively. Total translation adjustment recognized as of September 30,
2008 and December 31, 2007 is $195,485 and $211,407, respectively.
  8
 1.
                ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  (CONTINUED)
  Recently
Issued Accounting Pronouncements—In September 2006, the FASB
issued SFAS No. 157, Fair
Value Measurements, which defines fair value, establishes a framework for
measuring fair value in accordance with generally accepted accounting principles
and expands disclosures about fair value measurements. SFAS 157 is effective
January 1, 2008. In February 2008, the FASB deferred for one year the effective
date of SFAS 157 only with respect to nonfinancial assets and nonfinancial
liabilities that are recognized or disclosed at fair value in the financial
statements on a nonrecurring basis, and removed certain leasing transactions
from the scope of SFAS 157. The Company has adopted SFAS 157 in its financial
statements. The adoption of SFAS 157 does not have a material impact on its
financial statements.
  In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities - including an amendment to FASB Statement No.
115, which permits entities to choose to measure many financial
instruments and certain other items at fair value that are not currently
required to be measured at fair value. SFAS 159 is effective January 1, 2008.
The adoption of SFAS 159 does not have a material impact on its financial
statements.
  In
December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations, ("SFAS
141R"), which changes how business combinations are accounted for and will
impact financial statements both on the acquisition date and in subsequent
periods. SFAS 141R is effective January 1, 2009, and will be applied
prospectively. The impact of adopting SFAS 141R will depend on the nature and
terms of future acquisitions.
  In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements, which changes the accounting and
reporting standards for the noncontrolling interests in a subsidiary in
consolidated financial statements. SFAS 160 recharacterizes minority interests
as noncontrolling interests and requires noncontrolling interests to be
classified as a component of shareholders' equity. SFAS 160 is effective January
1, 2009 and requires retroactive adoption of the presentation and disclosure
requirements for existing minority interests. The Company is currently
evaluating the impact of SFAS 160 on its consolidated financial
statements.
 
 During
March 2008, the FASB issued SFAS No. 161, “Disclosures about
Derivative Instruments and Hedging Activities” (SFAS No. 161). SFAS
No. 161 is intended to improve financial reporting about derivative
instruments and hedging activities by requiring enhanced disclosures to enable
investors to better understand their effects on an entity’s financial position,
financial performance, and cash flows. SFAS No. 161 also improves
transparency about the location and amounts of derivative instruments in an
entity’s financial statements; how derivative instruments and related hedged
items are accounted for under Statement 133; and how derivative instruments and
related hedged items affect its financial position, financial performance, and
cash flows. SFAS No. 161 is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008, with
early application encouraged. The Company is currently assessing the impact of
SFAS No. 161.
  In
May 2008, the Financial Accounting Standards Board (FASB) issued
Statements of Financial Standards No. 162 (SFAS 162), “The Hierarchy of Generally Accepted
Accounting Principles.” SFAS 162 is intended to improve financial
reporting by identifying a consistent framework, or hierarchy, for selecting
accounting principles to be used in preparing financial statements that are
presented in conformity with U.S. generally accepted accounting principles
(GAAP) for nongovernmental entities.
  9
 1.
                ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  (CONTINUED)
 
 Recently
Issued Accounting Pronouncements (Continued)—SFAS 162 is effective
60 days following the SEC’s approval of the Public Company Accounting
Oversight Board Auditing amendments to AU Section 411, “The Meaning of Present Fairly in
Conformity with Generally Accepted Accounting Principles.” It is only
effective for nongovernmental entities; therefore, the GAAP hierarchy will
remain in SAS 69 for state and local governmental entities and federal
governmental entities. The Company does not expect SFAS 162 to have a material
effect on its consolidated financial statements.
 
 
 2.
                  RELATED-PARTY
      TRANSACTIONS
  Operating
Leases---The Company leases its facility from a shareholder under an
operating lease agreement which expires on December 31, 2008. The monthly base
rent is approximately $2,200. Rent expense under this lease agreement amounted
to approximately $19,800 and $19,800 for the nine-month periods ended September
30, 2008 and 2007, respectively.
  Advances to /
from Shareholders –The advances to or from shareholders are non-interest
bearing and without fixed terms of repayment.
 
 
 3.
                  OTHER
      COMPREHENSIVE INCOME
  Balances
of related after-tax components comprising accumulated other comprehensive
income (loss), included in stockholders' equity, at September 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
                                
                                
                                (15,922
                                )
                                
                                $
                                (15,922
                                )Balance
      at September 30, 2008
                                
                                $
                                195,485
                                
                                
                                $
                                195,485
   4.
                  COMMON
      STOCK
 
 Effective
April, 15, 2008, Soyodo Group Holdings, Inc. filed a Certificate of Amendment to
its Certificate of Incorporation with the Secretary of State of Delaware, to
effect a one (1) for three (3) reverse split of the issued and outstanding
common shares of Soyodo whereby every three shares of common stock held were
exchanged for one share of common stock. As a result, the issued and outstanding
shares of common stock were reduced from 90,191,275 prior to the reverse split
to approximately 30,063,759 following the reverse stock split. The authorized
capital remained at 120,000,000 shares of common stock and any shareholder who
beneficially owned a fractional share of common stock after the reverse stock
split had their fractional share rounded up to the nearest whole
share.
 
 10
   4.
                  COMMON
      STOCK (CONTINUED)
 
 All
references in the accompanying financial statements to the number of shares
outstanding, per share amounts of the Company’s common stock have been adjusted
to reflect the effect of the stock reverse split. Shareholders’ equity reflects
the stock reverse split by reclassifying from “Common Stock” to “Additional
Paid-in Capital” an amount equal to the par value of the decreased shares
arising from the reverse split.
 
 
 5.
                RESTATEMENT
      OF FIANACIAL STATEMENTS
  The
Company determined that certain amount previously classified as gain on lawsuit
for a purchase return dispute should have been classified as a purchase return
and recorded as a reduction to cost of sales to reflect the nature of this
transaction.
 
 The
following information discloses the impact of these corrections on the
statements of income for the nine months ended September 30, 2007 as well as
three months ended September 30, 2007. These corrections did not change the
Company’s reported net income or earnings per share for the
periods.
 
 
  11
  5.
                RESTATEMENT
      OF FIANACIAL STATEMENTS (CONTINUED)
  For
      the Nine Months Ended September 30, 2007
                            
                            
                            For
      the Three Months Ended September 30, 2007As
      Previously
                            
                            
                            
                            
                            
                            As
                            
                            
                            As
      Previously
                            
                            
                            
                            
                            
                            AsReported
                            
                            
                            Adjustments
                            
                            
                            Restated
                            
                            
                            Reported
                            
                            
                            Adjustments
                            
                            
                            RestatedRevenue:Sales
      of goods, net
                            
                            $
                            7,820,401
                            
                            
                            
                            
                            
                            $
                            7,820,401
                            
                            
                            $
                            2,907,249
                            
                            
                            
                            
                            
                            $
                            2,907,249Other
      operating income
                            
                            
                            376,398
                            
                            
                            
                            (376,398
                            )
                            
                            
                            -
                            
                            
                            
                            378,925
                            
                            
                            
                            (378,925
                            )
                            
                            
                            -Total
      revenues
                            
                            
                            8,196,799
                            
                            
                            
                            (376,398
                            )
                            
                            
                            7,820,401
                            
                            
                            
                            3,286,174
                            
                            
                            
                            (378,925
                            )
                            
                            
                            2,907,249Operating
      costs and expenses:Cost
      of sales
                            
                            
                            5,161,989
                            
                            
                            
                            (376,398
                            )
                            
                            
                            4,785,591
                            
                            
                            
                            1,897,694
                            
                            
                            
                            (378,925
                            )
                            
                            
                            1,518,769Selling,
      general and administrative expenses
                            
                            
                            1,330,919
                            
                            
                            
                            -
                            
                            
                            
                            1,330,919
                            
                            
                            
                            468,093
                            
                            
                            
                            
                            
                            
                            
                            468,093Income
      from operations
                            
                            
                            1,703,891
                            
                            
                            
                            -
                            
                            
                            
                            1,703,891
                            
                            
                            
                            920,387
                            
                            
                            
                            -
                            
                            
                            
                            920,387Other
      income (expenses)Interest
      income
                            
                            
                            139,044
                            
                            
                            
                            
                            
                            
                            
                            139,044
                            
                            
                            
                            23,476
                            
                            
                            
                            
                            
                            
                            
                            23,476Gain
      (loss) on foreign currency exchange
                            
                            
                            (111,706
                            )
                            
                            
                            
                            
                            
                            
                            (111,706
                            )
                            
                            
                            (132,520
                            )
                            
                            
                            
                            
                            
                            
                            (132,520
                            )Gain
      on investment
                            
                            
                            57,179
                            
                            
                            
                            
                            
                            
                            
                            57,179
                            
                            
                            
                            18,756
                            
                            
                            
                            
                            
                            
                            
                            18,756Miscellaneous
      income
                            
                            
                            2,980
                            
                            
                            
                            
                            
                            
                            
                            2,980
                            
                            
                            
                            125
                            
                            
                            
                            
                            
                            
                            
                            125Total
      other income
                            
                            
                            87,497
                            
                            
                            
                            -
                            
                            
                            
                            87,497
                            
                            
                            
                            (90,163
                            )
                            
                            
                            
                            
                            
                            
                            (90,163
                            )Income
      before provision for income taxes
                            
                            
                            1,791,388
                            
                            
                            
                            -
                            
                            
                            
                            1,791,388
                            
                            
                            
                            830,224
                            
                            
                            
                            
                            
                            
                            
                            830,224Provision
      for income taxes
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            
                            
                            
                            
                            -Net
      Income
                            
                            $
                            1,791,388
                            
                            
                            $
                            -
                            
                            
                            $
                            1,791,388
                            
                            
                            $
                            830,224
                            
                            
                            $
                            -
                            
                            
                            $
                            830,224Weighted
      average number of common shares:Basic
      and diluted
                            
                            
                            27,332,092
                            
                            
                            
                            
                            
                            
                            
                            27,332,092
                            
                            
                            
                            27,332,092
                            
                            
                            
                            
                            
                            
                            
                            27,332,092Not
      income per share:Basic
      and diluted
                            
                            $
                            0.07
                            
                            
                            
                            
                            
                            
                            $
                            0.07
                            
                            
                            $
                            0.03
                            
                            
                            
                            
                            
                            
                            $
                            0.03
  ******




12







SIGNATURES





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




OMPHALOS,
      CORP.Date:
      March 9, 2009
                By:
                /s/ Sheng-Peir
      YangSheng-Peir
      YangChief
      Executive Officer, President
                  and
      Chairman of the Board




Date:
      March 9, 2009
                By:
                /s/
      Chu Pi
      YunChu
      Pi YunChief
      Financial Officer, Chief Accounting
                  Officer
      and Director







13