**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**Form
      10-Q**




(Mark
                One)x
            QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934
              
              FOR
                THE QUARTERLY PERIOD ENDED MARCH 31, 2008o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
              
              FOR
                THE TRANSITION PERIOD FROM __________ TO __________
              
              COMMISSION
                FILE NUMBER ________________




**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 o
            Accelerated
                filer oNon-accelerated
                filer o
            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 May 6, 2008 was
      30,063,759












**TABLE
      OF CONTENTS**




**Page****PART
                I - FINANCIAL INFORMATION**Item
                1.
            Financial
                Statements
            3Item
                2.
            Management’s
                Discussion and Analysis or Plan of Operation
            16Item
                3.
            Quantitative
                and Qualitative Disclosures About Market Risk
            18Item
                4.
            Controls
                and Procedures
            18**PART
                II - OTHER INFORMATION**Item
                1.
            Legal
                Proceedings
            18Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            19Item
                3.
            Defaults
                Upon Senior Securities
            19Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            19Item
                5.
            Other
                Information
            19Item
                6.
            Exhibits
            19SIGNATURES
            21




2





**PART
      I - FINANCIAL INFORMATION**





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





3


***OMPHALOS,
          CORP.***
 
 CONDENSED
          CONSOLIDATED FINANCIAL STATEMENTS
 MARCH
          31,
          2008
 
    4
 **CONTENTS**
  **Page**Condensed
                      Consolidated Balance Sheets
                  
                  
                  5 -
                      6Condensed
                      Consolidated Statements of Operations
                  
                  
                  7Condensed
                      Consolidated Statements of Shareholders' Equity and Comprehensive
                      Income
                  
                  
                  8Condensed
                      Consolidated Statements of Cash Flows
                  
                  
                  9Notes
                      to Consolidated Financial Statements
                  
                  
                  11
                      - 15
   5
  **OMPHALOS,
          CORP.**
 (FORMERLY
          SOYODO GROUP HOLDINGS, INC.)
 CONDENSED
          CONSOLIDATED BALANCE SHEETS
  **March
                      31,**
                  
                  **December
                      31,****2008**
                  
                  **2007****Assets**
                  
                  **(Unaudited)**Current
                      AssetsCash
                      and cash equivalents
                  
                  $
                  3,972,249
                  
                  $
                  2,783,243Accounts
                      receivable, net
                  
                  
                  2,383,066
                  
                  
                  3,892,353Inventory,
                      net
                  
                  
                  916,374
                  
                  
                  657,788Prepaid
                      and other current assets
                  
                  
                  173,089
                  
                  
                  132,508Due
                      from shareholders
                  
                  
                  95,520
                  
                  
                  -Total
                      current assets
                  
                  
                  7,540,298
                  
                  
                  7,465,892Leasehold
                      Improvements and Equipment, net
                  
                  
                  13,519
                  
                  
                  13,808Intangible
                      assets, net
                  
                  
                  35,958
                  
                  
                  29,946Deposits
                  
                  
                  28,116
                  
                  
                  -Long-term
                      investments
                  
                  
                  300,230
                  
                  
                  1,100,704**Total
                      Assets**
                  
                  $
                  7,918,121
                  
                  $
                  8,610,350
 
 
   The
            Accompanying Notes Are an Integral Part of the Financial
            Statements.
 6
 
 **OMPHALOS,
          CORP.**
 (FORMERLY
          SOYODO GROUP HOLDINGS, INC.)
 CONDENSED
          CONSOLIDATED BALANCE SHEETS
  **March
                        31,**
                    
                    **December
                        31,****2008**
                    
                    **2007****Liabilities
                        and Shareholders' Equity**
                    
                    **(Unaudited)**Current
                        LiabilitiesAccounts
                        payable
                    
                    $
                    4,001,346
                    
                    $
                    3,940,816Accrued
                        salaries and bonus
                    
                    
                    45,321
                    
                    
                    42,081Accured
                        expenses
                    
                    
                    44,164
                    
                    
                    180,841Total
                        current liabilities
                    
                    
                    4,090,831
                    
                    
                    4,163,738Shareholders'
                        EquityCommon
                        stock, $0.0001 par value, 120,000,000 sharesauthorized,
                        81,996,275 and 90,191,275 shares issuedand
                        outstanding as of December 31, 2007 andMarch
                        31, 2008, respectively
                    
                    
                    9,020
                    
                    
                    8,200Additional
                        paid-in capital
                    
                    
                    41,510
                    
                    
                    41,800Other
                        comprehensive income
                    
                    
                    443,681
                    
                    
                    211,407Retained
                        earnings
                    
                    
                    3,333,079
                    
                    
                    4,185,205Total
                        shareholders' equity
                    
                    
                    3,827,290
                    
                    
                    4,446,612**Total
                        Liabilities and Shareholders' Equity**
                    
                    $
                    7,918,121
                    
                    $
                    8,610,350
 
 
 
 The
            Accompanying Notes Are an Integral Part of the Financial
            Statements.
  7
 
 **OMPHALOS,
          CORP.**
 (FORMERLY
          SOYODO GROUP HOLDINGS, INC.)
 CONDENSED
          CONSOLIDATED STATEMENTS OF OPERATIONS
 For
          the
          Three Months Ended March 31, 2008 and 2007
 **(Unaudited)**
 **March
                      31, 2008**
                  
                  **March
                      31, 2007**Net
                      sales
                  
                  $
                  1,543,978
                  
                  $
                  810,322Cost
                      of sales
                  
                  
                  1,204,945
                  
                  
                  531,377Gross
                      profit
                  
                  
                  339,033
                  
                  
                  278,945Selling,
                      general and administrative expenses
                  
                  
                  421,605
                  
                  
                  410,160Loss
                      from operations
                  
                  
                  (82,572
                  )
                  
                  (131,215
                  )Other
                      income (expenses)Interest
                      income
                  
                  
                  4,759
                  
                  
                  71,606Gain
                      (loss) on foreign currency exchange
                  
                  
                  (589,943
                  )
                  
                  183,244Gain
                      on disposal of fixed assets
                  
                  
                  3,171
                  
                  
                  -Gian
                      on investment
                  
                  
                  -
                  
                  
                  15,879Loss
                      due to inventory value decline
                  
                  
                  (5,823
                  )
                  
                  -Miscellaneous
                      income
                  
                  
                  -
                  
                  
                  1,590Total
                      other income
                  
                  
                  (587,836
                  )
                  
                  272,319Income
                      (loss) before provision for income taxes
                  
                  
                  (670,408
                  )
                  
                  141,104Provision
                      for income taxes
                  
                  
                  -
                  
                  
                  -Net
                      Income (loss)
                  
                  $
                  (670,408
                  )
                  $
                  141,104Weighted
                      average number of common shares:Basic
                      and diluted
                  
                  
                  86,949,297
                  
                  
                  81,996,275Not
                      income (loss) per share:Basic
                      and diluted
                  
                  $
                  (0.0077
                  )
                  $
                  0.0017
 
  
 
 The
            Accompanying Notes Are an Integral Part of the Financial
            Statements.
   8
  **OMPHALOS,
          CORP.**
 (FORMERLY
          SOYODO GROUP HOLDINGS, INC.)
 CONDENSED
          CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
 AND
          COMPREHENSIVE INCOME
 For
          the
          Three Months Ended March 31, 2008
 **(Unaudited)**
  AdditonalCommon
                      Stock
                  
                  Paid-in
                  
                  Retained
                  
                  ComprehensiveShares
                  
                  Amount
                  
                  Capital
                  
                  Earning
                  
                  Income
                      (Loss)
                  
                  TotalBalance
                      at December 31, 2007
                  
                  
                  81,996,275
                  
                  $
                  8,200
                  
                  $
                  41,800
                  
                  $
                  4,185,205
                  
                  $
                  211,407
                  
                  $
                  4,446,612Reorganization
                      and recapitalization
                  
                  
                  8,195,000
                  
                  
                  820
                  
                  
                  (290
                  )
                  
                  -
                  
                  
                  -
                  
                  
                  530Dividend
                      Distributions
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (181,718
                  )
                  
                  -
                  
                  
                  (181,718
                  )Translation
                      adjustment
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  232,274
                  
                  
                  232,274Net
                      loss
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (670,408
                  )
                  
                  -
                  
                  
                  (670,408
                  )Balance
                      at March 31, 2008
                  
                  
                  90,191,275
                  
                  $
                  9,020
                  
                  $
                  41,510
                  
                  $
                  3,333,079
                  
                  $
                  443,681
                  
                  $
                  3,827,290
 
 
 
 
 
 
 The
            Accompanying Notes Are an Integral Part of the Financial
            Statements.
  9
 
 **OMPHALOS,
          CORP.**
 (FORMERLY
          SOYODO GROUP HOLDINGS, INC.)
 CONDENSED
          CONSOLIDATED STATEMENTS OF CASH FLOWS
 For
          the
          Three Months Ended March 31, 2008 and 2007
 **(Unaudited)**
 **March
                      31, 2008**
                  
                  **March
                      31, 2007**Cash
                      flows from operating activitiesNet
                      income (loss)
                  
                  $
                  (670,408
                  )
                  $
                  141,104Adjustments
                      to reconcile net income to net cash provided byoperating
                      activities:Amortization
                      and depreciation
                  
                  
                  1,339
                  
                  
                  3,579Loss
                      due to inventory value decline
                  
                  
                  5,823
                  
                  
                  -Gain
                      on sales of property
                  
                  
                  (3,171
                  )
                  
                  -Foreign
                      currency exchange loss (gains)
                  
                  
                  589,943
                  
                  
                  (183,244
                  )Changes
                      in assets and liabilities:(Increase)
                      Decrease in accounts receivable
                  
                  
                  1,715,787
                  
                  
                  183,623(Increase)
                      Decrease in inventory
                  
                  
                  (210,632
                  )
                  
                  120,098Decrease
                      in prepaid and other assets
                  
                  
                  (57,254
                  )
                  
                  (53,428
                  )Increase
                      (Decrease) in accounts payable
                  
                  
                  (206,931
                  )
                  
                  (1,185,430
                  )Increase
                      (Decrease) in accrued expenses
                  
                  
                  (143,536
                  )
                  
                  (810,357
                  )Net
                      cash provided by (used in) operating activities
                  
                  
                  1,020,960
                  
                  
                  (1,784,055
                  )Cash
                      flows from investing activitiesRedemption
                      of investments
                  
                  
                  845,135
                  
                  
                  272,246Acquisition
                      of patents
                  
                  
                  (3,906
                  )
                  
                  -Proceeds
                      received from disposition of equipment
                  
                  
                  3,171
                  
                  
                  -Net
                      cash provided by investing activities
                  
                  
                  844,400
                  
                  
                  272,246Cash
                      flows from financing activitiesDue
                      to (from) related parties
                  
                  
                  (92,009
                  )
                  
                  564,506Dividend
                      distribution
                  
                  
                  (181,718
                  )
                  
                  -Capital
                      contribution
                  
                  
                  -
                  
                  
                  96,789Net
                      cash provided by (used in) financing activities
                  
                  
                  (273,727
                  )
                  
                  661,295Effect
                      of exchange rate changes on cash and cash equivalents
                  
                  
                  (402,627
                  )
                  
                  46,808Net
                      increase (decrease) in cash and cash equivalents
                  
                  
                  1,189,006
                  
                  
                  (803,706
                  )Cash
                      and cash equivalentsBeginning
                  
                  
                  2,783,243
                  
                  
                  9,124,178Ending
                  
                  $
                  3,972,249
                  
                  $
                  8,320,472Supplemental
                      disclosure of cash flowsCash
                      paid during the period for:Interest
                      expense
                  
                  $
                  -
                  
                  $
                  -Income
                      tax
                  
                  $
                  -
                  
                  $
                  -
 The
            Accompanying Notes Are an Integral Part of the Financial
            Statements.
  10
  **OMPHALOS,
          CORP.**
 (FORMERLY
          SOYODO GROUP HOLDINGS, INC.)
 NOTES
          TO
          THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 March
          31,
          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 three-month period ended March 31, 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.
 
 11
 
 
 **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 ownership. On
          July
          4, 2007, Omphalos Corp. (BVI) acquired Omphalos Corp. (Taiwan) and All
          Fine
          Technology Co. Ltd. (Taiwan), through a share exchange with the shareholders
          of
          these two entities. On October 19, 2007 Omphalos Corp. (BVI) completed
          the
          purchase of All Fine Technology Co. Ltd. (BVI).Omphalos
          Corp. (B.V.I.) and its subsidiaries supplies a wide range of equipments
          and
          parts including reflow soldering ovens and automated optical inspection
          machines
          for printed circuit board (PCB) manufacturers in Taiwan and China. Collectively
          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.).
 
 Omphalos
          Corp. (B.V.I.) is the continuing operating entity for financial reporting
          purposes, and the financial statements prior to March 31, 2008 represent
          Omphalos Corp. (B.V.I.)' financial position and results of operations.
          As of
          March 31, 2008, Soyodo had net assets of $530 with 8,195,000 shares of
          common
          stock outstanding, all of which were included in the consolidated financial
          statements of Omphalos. Please see the unaudited stockholders' equity statement
          for the period from January 1, 2008 to March 31, 2008.
 
 12
 
 **1.**
                **ORGANIZATION
                    AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
                  **(CONTINUED)**
 
 ***Basis
          of Consolidation / Combination (Continued)*** —For
          the
          period ended March 31, 2007, the financial statements include the combined
          accounts of Omphalos Corp. (B.V.I.), Omphalos Corp. (Taiwan), All Fine
          Technology Co., Ltd. (Taiwan), and All Fine Technology Co., Ltd.(B.V.I.).
          There
          companies were under common control and ownership. During the year 2007,
          these
          companies reorganized and Omphlaos Corp. (B.V.I.) becomes the sole owner
          of all
          of the outstanding shares of Omphalos Corp. (Taiwan), All Fine Technology
          Co.,
          Ltd. (Taiwan), and All Fine Technology Co., Ltd. (B.V.I.). For the period
          ended
          March 31, 2008, the consolidated financial statements include the accounts
          of
          Omphalos Corp. (B.V.I.) and its wholly owned subsidiaries. All significant
          intercompany accounts and transactions are eliminated.
 
 ***Use
          of Estimates*** —
The
          preparation of financial statements in conformity with accounting principles
          generally accepted in the United States of America requires management
          to make
          estimates and assumptions that affect the reported amounts of assets and
          liabilities and disclosure of contingent assets and liabilities at the
          date of
          the financial statements and the reported amounts of revenues and expenses
          during the reporting period. Actual results could differ from those
          estimates.
 
 ***Cash
          Equivalents, Investments, and Long-term Investments*** —
Cash
          equivalents are included at cost, which approximates market. At March 31,
          2008,
          the Company’s cash equivalents were held primarily by three financial
          institutions. The Company considers all highly liquid investments with
          original
          maturities of three months or less to be cash equivalents, while those
          having
          original maturities in excess of three months are classified as investments
          or
          as long-term investments when maturities are in excess of one year. Investment
          and long-term investments consist of certificates of deposit (CDs) and
          marketable securities.
 
 At
          the
          date of acquisition of an investment security, management designates the
          security as belonging to a trading portfolio, an available-for-sale portfolio,
          or a held-to-maturity portfolio. Currently, the Company holds no securities
          designated as held-to-maturity or available-for-sale. All investment securities
          are classified as trading according to management’s intent and carried at fair
          value. Unrealized holding gains and losses for trading securities are included
          in earnings.
 
 ***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 $207,719 and $188,503
          at
          March 31, 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 $1,482 and $1,259 at
          March
          31, 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.
 
 13
 
 **1.**
                **ORGANIZATION
                    AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
                  **(CONTINUED)**
 
 ***Foreign-currency
          Transactions*** —
          Foreign-currency transactions are recorded in New Taiwan dollars (“NTD”) at the
          rates of exchange in effect when the transactions occur. Gains or losses
          resulting from the application of different foreign exchange rates when
          cash in
          foreign currency is converted into New Taiwan dollars, or when foreign-currency
          receivables or payables are settled, are credited or charged to income
          in the
          year of conversion or settlement. On the balance sheet dates, the balances
          of
          foreign-currency assets and liabilities are restated at the prevailing
          exchange
          rates and the resulting differences are charged to current income except
          for
          those foreign currencies denominated investments in shares of stock where
          such
          differences are accounted for as translation adjustments under stockholders’
equity.
 
 ***Translation
          Adjustment*** —
The
          accounts of the Company was maintained, and its financial statements were
          expressed, in New Taiwan Dollar (“NTD”). Such financial statements were
          translated into U.S. Dollars (“$” or “USD”) in accordance SFAS No. 52, "Foreign
          Currency Translation", with the NTD as the functional currency. According
          to the
          Statement, all assets and liabilities are translated at the current exchange
          rate, stockholder's equity are translated at the historical rates and income
          statement items are translated at the weighted average exchange rate for
          the
          period. The resulting translation adjustments are reported under other
          comprehensive income in accordance with SFAS No. 130, "Reporting Comprehensive
          Income" as a component of shareholders’ equity.
 
 As
          of
          March 31, 2008 and December 31, 2007 the exchange rates between the NTD
          and the
          USD ($) were NTD1=$0.03292.
          and NTD1=$0.03077, respectively The weighted-average rates of exchange
          between
          NTD and USD were NTD1=$0.03171 and NTD1=$0.03037 for the three months ended
          March 31, 2008 and March 31, 2007, respectively. Total translation adjustment
          recognized as of March 31, 2008 and December 31, 2007 is $443,681 and $211,407,
          respectively.
  ***Recently
          Issued Accounting Pronouncements*** — In
          September 2006, the FASB issued SFAS No. 157, *Fair
          Value Measurements* ,
          which
          defines fair value, establishes a framework for measuring fair value in
          accordance with generally accepted accounting principles and expands disclosures
          about fair value measurements. SFAS 157 is effective January 1, 2008. In
          February 2008, the FASB deferred for one year the effective date of SFAS
          157
          only with respect to nonfinancial assets and nonfinancial liabilities that
          are
          recognized or disclosed at fair value in the financial statements on a
          nonrecurring basis, and removed certain leasing transactions from the scope
          of
          SFAS 157. The Company does not believe that the adoption of SFAS 157 will
          have a
          material impact on its financial statements.
  In
          February 2007, the FASB issued SFAS No. 159, *The
          Fair Value Option for Financial Assets and Financial Liabilities - including
          an
          amendment to FASB Statement No. 115* ,
          which
          permits entities to choose to measure many financial instruments and certain
          other items at fair value that are not currently required to be measured
          at fair
          value. SFAS 159 is effective January 1, 2008. The Company has evaluated
          the
          impact of SFAS 159 and believes it will not significantly impact its financial
          statements.
  In
          December 2007, the FASB issued SFAS No. 141 (revised 2007), *Business
          Combinations* ,
          ("SFAS
          141R"), which changes how business combinations are accounted for and will
          impact financial statements both on the acquisition date and in subsequent
          periods. SFAS 141R is effective January 1, 2009, and will be applied
          prospectively. The impact of adopting SFAS 141R will depend on the nature
          and
          terms of future acquisitions.
  14
  **1.**
                **ORGANIZATION
                    AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
                    (CONTINUED)**
 
 ***Recently
          Issued Accounting Pronouncements (Continued)*** — 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.
 
 **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 $6,600 and $6,600 for the periods ended March 31, 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 March 31, 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
                  
                  
                  232,274
                  
                  $
                  232,274Balance
                      at March 31, 2008
                  
                  $
                  443,681
                  
                  $
                  443,681
  **4.**
                **SUBSEQUENT
                    EVENTS**
 
 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 90,191,276 prior to the reverse
          split
          to approximately 30,063,759 following the reverse stock split. The authorized
          capital remained at 120,000,000 shares of common stock and any shareholder
          who
          beneficially owned a fractional share of common stock after the reverse
          stock
          split had their fractional share rounded up to the nearest whole share.
 
 Effective
          April 18, 2008 Soyodo entered into an Agreement and Plan of Merger (the
“Merger
          Agreement”) with Omphalos, Corp., a Nevada corporation. Pursuant to the
          Merger Agreement, Soyodo was merged with and into the surviving corporation,
          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.
 
  ******


15




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





This
      Report contains forward-looking statements within the meaning of Section 27A
      of
      the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
      1934. These statements relate to future events or our future financial
      performance. In some cases, you can identify forward-looking statements by
      terminology such as "may," "will," "should," "expect," "plan," "anticipate,"
      "believe," "estimate," "predict," "potential" or "continue," the negative of
      such terms, or other comparable terminology. These statements are only
      predictions. Actual events or results may differ materially from those in the
      forward-looking statements as a result of various important factors. Although
      we
      believe that the expectations reflected in the forward-looking statements are
      reasonable, such should not be regarded as a representation by Omphalos, Corp.,
      or any other person, that such forward-looking statements will be achieved.
      The
      business and operations of Omphalos, Corp. and its subsidiaries are subject
      to
      substantial risks, which increase the uncertainty inherent in the
      forward-looking statements contained in this Report.





The
      following discussion and analysis should be read in conjunction with the
      Consolidated Financial Statements and related notes included elsewhere in this
      Report.





**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 of investigate opportunities to be acquired and sold to its
      majority shareholder the remaining wholesale operation.





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





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





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





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


16


**Results
      of Operations**





**Three
      Months Ended March 31, 200** **8
      Compared to Three Months Ended March 31, 2007**





Net
      sales
      for the three months ended March 31, 2008 were $1,543,978
      as compared
      to $810,322 for the three months ended March 31, 2007. This represents an
      increase of $733,656 or 90.5% comparing the two periods. The increase in net
      sales for the three months ended March 31, 2008 is primarily the result
      of  seasonal
      demands for the end products.





Cost
      of
      sales increased by $673,568 or 126.8%, to $1,204,945 for the three months ended
      March 31, 2008 as compared to $531,377 for the three months ended March 31,
      2007. The increase in cost of sales is primarily the result of an increase
      in
      material cost.





For
      the
      three months ended March 31, 2008, Selling, General and Administrative expenses
      totaled $421,605. This was an increase of $11,445 or 2.8 % as compared to the
      same period 2007. The increase in selling, general and administrative expenses
      is mainly a result of an increase in traveling expanses caused by high oil
      price.





For
      the
      three months ended March 31, 2008, income from operations increased to $(82,572)
      as compared to $(131,215) for the three months ended March 31, 2007. This
      represents an increase of $48,643 or 37.1% comparing the two periods. The
      increase in income from operations for the three months ended March 31, 2008
      is
      primarily the result of an increase in net sales.





Other
      income was $(587,836) and $ 272,319 for the three months ended March 31, 2008
      and 2007, respectively. This was a decrease of $(860,155), or 315.9%. The main
      reason for this decrease was due to a loss on foreign currency
      exchange.





Our
      net income
      was $(670,408) for the three months ended March 31, 2008 compared to a net
      income of $141,104 for the three months ended March 31, 2007. The decrease
      in
      profitability for the three months ended March 31, 2008 was due to the reasons
      described above.





**Liquidity
      and Capital Resources**





Cash
      and
      cash equivalents were $3,972,249 at March 31, 2008 and $2,783,243 at December
      31, 2007. Our total current assets were $7,540,298 at March 31, 2008 as compared
      to $7,465,892 at December 31, 2007. Our total current liabilities were
      $4,090,831 at March 31, 2008 as compared to $4,163,738 at December 31, 2007.





We
      had
      working capital at March 31, 2008 of $3,449,467 compared with working capital
      of
      $3,302,154 at December 31, 2007. This increase in working capital was primarily
      due to an increase in cash and cash equivalents.





During
      the three month period ended March 31, 2008, net cash provided by operating
      activities was $1,020,960. Net cash provided by investing activities was $844,400,
      and net cash used in financing activities was $(273,727). Net change in cash
      and
      cash equivalents was an increase of $1,189,006.





**Off-Balance
      Sheet Arrangements**





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




**Critical
      Accounting Policies**





*Cash
      Equivalents, Investments, and Long-term Investments*—
Cash
      equivalents are included at cost, which approximates market. At March 31, 2008,
      the Company’s cash equivalents were held primarily by three financial
      institutions. The Company considers all highly liquid investments with original
      maturities of three months or less to be cash equivalents, while those having
      original maturities in excess of three months are classified as investments
      or
      as long-term investments when maturities are in excess of one year. Investment
      and long-term investments consist of certificates of deposit (CDs) and
      marketable securities.





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





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


17





*Translation
      Adjustment* —
The
      accounts of the Company was maintained, and its financial statements were
      expressed, in New Taiwan Dollar (“NTD”). Such financial statements were
      translated into U.S. Dollars (“$” or “USD”) in accordance SFAS No. 52, "Foreign
      Currency Translation", with the NTD as the functional currency. According to
      the
      Statement, all assets and liabilities are translated at the current exchange
      rate, stockholder's equity are translated at the historical rates and income
      statement items are translated at the weighted average exchange rate for the
      period. The resulting translation adjustments are reported under other
      comprehensive income in accordance with SFAS No. 130, "Reporting Comprehensive
      Income" as a component of shareholders’ equity. As of March 31, 2008 and March
      31, 2008 the exchange rates between the NTD and the USD ($) were NTD1=$0.03292.
      and NTD1=$0.03077, respectively The weighted-average rates of exchange between
      NTD and USD were NTD1=$0.03171 and NTD1=$0.03037 for the three months ended
      March 31, 2008 and March 31, 2007, respectively. Total translation adjustment
      recognized as of March 31, 2008 and March 31, 2008 is $443,681 and $211,407,
      respectively.




**Recently
      Issued Accounting Pronouncements**




In
      September 2006, the FASB issued SFAS No. 157, *Fair
      Value Measurements* ,
      which
      defines fair value, establishes a framework for measuring fair value in
      accordance with generally accepted accounting principles and expands disclosures
      about fair value measurements. SFAS 157 is effective January 1, 2008. In
      February 2008, the FASB deferred for one year the effective date of SFAS 157
      only with respect to nonfinancial assets and nonfinancial liabilities that
      are
      recognized or disclosed at fair value in the financial statements on a
      nonrecurring basis, and removed certain leasing transactions from the scope
      of
      SFAS 157. The Company does not believe that the adoption of SFAS 157 will have
      a
      material impact on its financial statements.




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




In
      December 2007, the FASB issued SFAS No. 141 (revised 2007), *Business
      Combinations* ,
      ("SFAS
      141R"), which changes how business combinations are accounted for and will
      impact financial statements both on the acquisition date and in subsequent
      periods. SFAS 141R is effective January 1, 2009, and will be applied
      prospectively. The impact of adopting SFAS 141R will depend on the nature and
      terms of future acquisitions.




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





**Item
      3.**  **Quantitative
      and Qualitative Disclosures About Market Risk.**





N/A.




**Item
        4T. Controls and Procedures.**
 
 *Evaluation
        of Disclosure Controls and Procedures* .
        Under
        the supervision and with the participation of our management, including our
        President, Chief Executive Officer and Chief Financial Officer, we evaluated
        the
        effectiveness of the design and operation of our disclosure controls and
        procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities
        Exchange Act of 1934 (the "Exchange Act")) as of the end of the period covered
        by this report. Based upon that evaluation, our President, Chief Executive
        Officer and Chief Financial Officer concluded that our disclosure controls
        and
        procedures as of the end of the period covered by this report were effective
        such that the information required to be disclosed by us in reports filed
        under
        the Securities Exchange Act of 1934 is (i) recorded, processed, summarized
        and
        reported within the time periods specified in the SEC's rules and forms and
        (ii)
        accumulated and communicated to our management to allow timely decisions
        regarding disclosure. A controls system cannot provide absolute assurance,
        however, that the objectives of the controls system are met, and no evaluation
        of controls can provide absolute assurance that all control issues and instances
        of fraud, if any, within a company have been detected.
 
 *Changes
        in Internal Control Over Financial Reporting.* During
        the most recent quarter ended March 31, 2008, there has been no change in
        our
        internal control over financial reporting (as defined in Rule 13a-15(f) and
        15d-15(f) under the Exchange Act) ) 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.


18





**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.**





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





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





Not
      applicable.





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




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


19





10.2
            
            Employment
                Agreement with Shen-Ren Li (incorporated by reference to the Company’s
                Current Report on Form 8-K filed with the Commission on March 14,
                2008)10.3
            
            Employment
                Agreement with Sheng-Peir Yang (incorporated by reference to the
                Company’s
                Current Report on Form 8-K filed with the Commission on March 14,
                2008)31.1
            
            Certification
                by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a)
                of the Exchange Act.31.2
            
            Certification
                by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a)
                of the Exchange Act.32.1
            
            Certification
                by Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b)
                of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of
                the
                United States Code.32.2
            
            Certification
                by Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b)
                of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of
                the
                United States Code.




20





**SIGNATURES**





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




**OMPHALOS,
                CORP.**Date:
                May 14, 2008
            By:
            /s/ Sheng-Peir
                YangSheng-Peir
                YangChief
                Executive Officer, President
              and
                Chairman of the BoardDate:
                May 14, 2008
            By:
            /s/
                Chu Pi YunChu
                Pi YunChief
                Financial Officer, Chief Accounting
              Officer
                and Director


21