**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


WASHINGTON,
      D.C. 20549





**FORM
      10-KSB**





(Mark
      one):





**x ANNUAL
      REPORT
      UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT**


**OF
      1934.**





For
      the
      fiscal year ended December 31, 2007.





**o TRANSITION
      REPORT
      UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE**


**ACT
      OF 1934**





*Commission
      File No. 000-32341*





**SOYODO
      GROUP HOLDINGS, INC.**


(Name
      of
      small business issuer in our charter)





Delaware
            
            84-1482082(State
                or other jurisdiction of incorporation or organization)
            
            (I.R.S.
                Employer Identification No.)Soyodo
                Group Holdings, Inc.
              1390
                Monterey Pass Road
              Monterey
                Park, CA
              (Address
                of principal executive office)
            
            91754
              (Zip
                Code)





Issuer's
      telephone number 323-261-1888




**Securities
                registered pursuant to Section 12(b) of the Act:
                None****Title
                of each class**
            
            **Name
                of each exchange on which registered****Securities
                registered pursuant to Section 12(g) of the
                Act:****Common
                Stock, par value $.0001**(Title
                of Class)










Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 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





Check
      if
      disclosure of delinquent filers in response to Item 405 of the Regulation S-B
      is
      not contained in this form, and no disclosure will be contained, to the best
      of
      registrant's knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any amendment
      to
      this Form 10-KSB. o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Act).


Yes x ;
      No o




State
      issuer's revenues for its most recent fiscal year: $ 0





Aggregate
      market value of the voting and non-voting common equity stock held by
      non-affiliates computed by reference to the price at which the common equity
      was
      sold, or the average bid and asked price of such common equity, as of a
      specified date within the past 60 days: $11,479,118 as of March 31, 2008.





Shares
      of
      Common Stock outstanding as of April 1, 2008: 90,195,000





**DOCUMENTS
      INCORPORATED BY REFERENCE**





None.





Transitional
      Small Business Disclosure Format (check one): Yes o ;
      No x





Explanatory
      Note:





The
      information in this Annual Report on Form 10-KSB relates to Soyodo Group
      Holdings, Inc. as of December 31, 2007. On February 5, 2008, the Registrant
      entered into and completed the transactions contemplated under a Share Exchange
      Agreement (the “Exchange Agreement”) with each of the shareholders of Omphalos
      Corp., a British Virgin Islands corporation (“Omphalos”). As a result of the
      Exchange Agreement, (i) Omphalos became a wholly-owned subsidiary of Soyodo
      and
      (ii) Soyodo succeeded to the business of Omphalos as its sole business.
      Information regarding the business, financials and other information for the
      year end December 31, 2007 for Omphalos can be found in the Current Report
      on
      Form 8-K/A, filed with the SEC on April 9, 2008.










**TABLE
      OF CONTENTS**




PagePART
                I
            
            
            1Item
                1.
            Description
                of Business
            3Item
                2.
            Description
                of Property
            3Item
                3.
            Legal
                Proceedings
            3Item
                4.
            Submission
                of Matters to a Vote of Security HoldersPART
                IIItem
                5.
            Market
                for Common Equity and Related Stockholder Matters
            3Item
                6.
            Management's
                Discussion and Analysis or Plan of Operation
            4Item
                7.
            Financial
                Statements.
            6Item
                8.
            Changes
                In and Disagreements With Accountants on Accounting and Financial
                Disclosure
            6Item
                8A.
            Controls
                and Procedures
            7PART
                IIIItem
                9.
            Directors,
                Executive Officers, Promoters and Control Persons; Compliance withSection
                16(a) of the Exchange Act
            8Item
                10.
            Executive
                Compensation
            9Item
                11.
            Security
                Ownership of Certain Beneficial Owners and Management
            10Item
                12.
            Certain
                Relationships and Related Transactions
            11Item
                13.
            Exhibits
                and Reports on Form 8-K
            11Item
                14.
            Principal
                Accountant Fees and Services
            12









This
      Annual Report on Form 10-KSB contains statements that constitute forward-looking
      statements. These statements appear in a number of places in this Form 10-KSB
      and include statements regarding the intent, belief or current expectations
      of
      Soyodo Group Holdings, Inc. (referred to in this report as the "Company","we",
      "us" and "our" ) with respect to (i) our financing plans, (ii) trends affecting
      our financial condition or results of operations and (iii) the impact of
      competition. Investors are cautioned that any such forward-looking statements
      are not guarantees of future performance and involve risks and uncertainties,
      and that the actual results may differ materially from those in the
      forward-looking statements as a result of various factors. The information
      contained in this Form 10-KSB, including, without limitation, the information
      under "Risk Factors," "Management's Discussion and Analysis or Plan of
      Operations" and "Description of Business," identifies important factors that
      could cause or contribute to such differences. See "Description of Business-Risk
      Factors." All forward looking statements should be read with caution."





**PART
      I**





**Item
      1. Description of Business**





**General**





The
      Company was incorporated as "Quixit, Inc." on May 15, 1997, under the laws
      of
      the State of Colorado. On January 16, 2003, we engaged in the Change in Control,
      whereby TOP Group Corp. (New York) purchased 4,400,000 shares of the Company's
      common stock from H. Daniel Boone, who was then President and Chairman of the
      board of directors. Right after the purchase, TOP Group Corp. (New York) owned
      88% of our outstanding capital stock. On August 22, 2005, due to its inactive
      status and its intension to wind up, TOP Group Corp. (New York) conveyed its
      4,400,000 shares to Song Ru-hua, the Company’s President and Chairman of the
      Board.





Prior
      to
      the Change in Control, our 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 (the "Exchange Act"). 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 were opened.




1





On
      June
      30, 2006, however, the Company started to concentrate on its wholesale operation
      and sold to Song Ru-Hua, 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 investigating opportunities to be
      acquired and sold to Song Ru-Hua the remaining wholesale operation as well.





**Description
      of discontinued operations**





As
      of
      November 30, 2006, the Company had been in the wholesale/retail business in
      locations within continental USA with large Chinese immigrant populations,
      offering Chinese culture-related merchandise such as books, pre-recorded CDs,
      stationery, gifts, and sports goods from China. However, we discontinued this
      business on December 1, 2006. It did not have any business operations as of
      December 31, 2007.




**Employees**





As
      of
      December 31, 2007, we had no full time employees. The Company’s president and
      treasurer had agreed to allocate a portion of their time to the activities
      of
      the Company, without compensation.





**Recent
      Events**





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”) pursuant to which we purchased from the Shareholders
      all issued and outstanding shares of Omphalos’ 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 became a wholly-owned subsidiary of Soyodo and (ii) Soyodo
      succeeded to the business of Omphalos as its sole business. Accordingly, Soyodo
      intends to change its name to Omphalos, Inc.





**Risk
      Factors**





All
      forward-looking statements should be read with caution. Statements in this
      annual report on form 10-KSB under the captions "Description of Business,"
      "Management's Discussion and Analysis or Plan of Operations," and elsewhere
      in
      this form 10-KSB, as well as statements made in press releases and oral
      statements that may be made by us or by officers, directors or employees acting
      on our behalf, that are not statements of historical fact, constitute
      forward-looking statements within the meaning of the Private Securities
      Litigation Reform Act of 1995. Such forward-looking statements involve known
      and
      unknown risks, uncertainties and other factors, including those described in
      this form 10-KSB under the caption "Risk Factors," that could cause our actual
      results to be materially different from the historical results or from any
      future results expressed or implied by such forward-looking statements. In
      addition to statements which explicitly describe such risks and uncertainties,
      readers are urged to consider statements labeled with the terms "believes,"
      "belief," "expects," "plans," "anticipates," or "intends," to be uncertain
      and
      forward-looking. All cautionary statements made in this form 10-KSB should
      be
      read as being applicable to all related forward-looking statements wherever
      they
      appear. Investors should consider the following risk factors as well as the
      risks described elsewhere in this form 10-KSB.




2




Minimal
      Operating History or Revenue and Minimal Assets





We
      have
      not had revenues since December 1, 2006 up to the year ended December 31, 2007.
      Additionally, we have no significant assets or financial resources.





Continued
      Management Control & Limited Time Availability





As
      of
      December 31, 2007, none of our officers has entered into a written employment
      agreement with the Company. We have not obtained key man life insurance on
      any
      of our officers or directors. Loss of the services of any of these individuals
      would adversely affect development of our business and the likelihood of
      continuing operations.





Conflicts
      of Interest





Members
      of our management are associated with other companies involved in a range of
      business activities. Consequently, there are potential inherent conflicts of
      interest in their acting as officers and directors of the Company. There can
      be
      no assurance that management will resolve all conflicts of interest in favor
      of
      the Company.





Lack
      of Market Research or Marketing Organization





We
      have
      neither conducted, nor have others made available to us, results of market
      research indicating that market demand exists for our contemplated future
      business. We have no marketing organization as of December 31, 2007.





**Item
      2. Description of Property.**





Since
      December 1, 2006, the company has not occupied any facilities.





**Item
      3. Legal Proceedings.**





After
      the
      takeovers, Mr. Song Ru-hua and his privately-held companies have been involved
      with lawsuits, which name us as a co-defendant. The management feels that Mr.
      Song Ru-hua and his privately-held companies will take care of them in due
      course and they will not cause any material losses to the Company.





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





On
      September 17, 2007, by a written consent in lieu of a meeting, our shareholders
      elected Song Ru-hua, to serve as our directors in place of the entire prior
      Board. At the same time, the shareholders also adopted and approved a
      restatement to the Company’s Certificate of Incorporation to set the total
      shares authorized to issue at 120,000,000.




**PART
      II**





**Item
      5. Market for Common Equity and Related Stockholder Matters.**





**Price
      Range of Common Stock**





(a)Our
      common stock was approved for trading on the over-the-counter market under
      the
      symbol "QXIT" (OTC Bulletin Board Symbol) effective in 2002. The symbol was
      changed to "TOPG.OB" in 2003 and changed again to “SOYD.OB” in 2005. The table
      below sets forth the high and low bid prices of our common stock for the periods
      indicated.




3





Year
                Ended December 31, 2007High
              Bid
            
            Low
                Bid1st
                quarter
            
            
            .15
            
            
            .152nd
                quarter
            
            
            .20
            
            
            .153rd
                quarter
            
            
            .20
            
            
            .104th
                quarter
            
            
            .07
            
            
            .05Year
                Ended December 31, 2006High
              Bid
            
            
            Low
                Bid1st
                quarter
            
            
            .10
            
            
            .102nd
                quarter
            
            
            .25
            
            
            .103rd
                quarter
            
            
            .15
            
            
            .104th
                quarter
            
            
            .15
            
            
            .10Year
                Ended December 31, 2005High
              Bid
            
            
            Low
                Bid1st
                quarter
            
            
            .10
            
            
            .102nd
                quarter
            
            
            .25
            
            
            .103rd
                quarter
            
            
            .65
            
            
            .254th
                quarter
            
            
            1.00
            
            
            .25




The
      above
      quotations are inter-dealer prices, without retail mark-up, mark-down, or
      commission and may not necessarily represent actual transactions.





**Dividends**





We
      have
      not paid any dividends, and we have no plans to do so in the immediate future.





**Recent
      Sales of Unregistered Securities**





None.




**Item
      6. Management's Discussion and Analysis or Plan of Operation.**





This
      Annual Report on Form 10-KSB contains statements that may constitute
      "forward-looking statements" within the meaning, and made pursuant to the Safe
      Harbor provisions, of the Private Securities Litigation Reform Act of 1995.
      Such
      statements are based on management's current expectations and are subject to
      a
      number of risks and uncertainties, including, but not limited to, the difficulty
      inherent in operating an early-stage company in a new and rapidly evolving
      market, market and economic conditions, the impact of competitive products,
      product demand and market acceptance risks, changes in product mix, costs and
      availability of raw materials, fluctuations in operating results, delays in
      development of highly complex products, risk of customer contract or sales
      order
      cancellations and other risks detailed from time to time in our filings with
      the
      Securities and Exchange Commission (the "SEC"). These risks and uncertainties
      could cause our actual results to differ materially from those described in
      the
      forward-looking statements. Any forward-looking statement represents our
      expectations or forecasts only as of the date it was made and should not be
      relied upon as representing its expectations or forecasts as of any subsequent
      date. Except as required by law, we undertake no obligation to correct or update
      any forward-looking statement, whether as a result of new information, future
      events or otherwise, even if our expectations or forecasts change.




4





The
      following discussion and analysis should be read in conjunction with the
      financial statements, related notes and other information included in this
      Annual Report on Form 10-KSB, as well as in conjunction with the consolidated
      financial statements and the related notes. The financial statements have been
      prepared in accordance with US Generally Accepted Accounting Principles, or
      GAAP.





**Background**





On
      January 16, 2003, we engaged in the Change in Control, whereby TOP Group New
      York purchased 4,400,000 shares of the Company's common stock from H. Daniel
      Boone, who was then President and Chairman of the board of
      directors.




Prior
      to
      the Change in Control, our 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 (the "Exchange Act"). 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 were opened.





On
      June
      30, 2006, however, the Company started to concentrate on its wholesale operation
      and sold to Song Ru-Hua, 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 Song Ru-Hua the remaining wholesale operation as
      well.





At
      the
      special meeting in March of 2003, our stockholders approved a change in our
      state of incorporation from Colorado to Delaware. Later in March, our
      stockholders approved a change in our name from Quixit, Inc. to TOP Group
      Holdings, Inc. Again at the special meting in August of 2005, our stockholders
      approved a change in our name from TOP Group Holdings, Inc. to Soyodo Group
      Holdings, Inc.





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”) pursuant to which we purchased from the Shareholders
      all issued and outstanding shares of Omphalos’ 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 became a wholly-owned subsidiary of Soyodo and (ii) Soyodo
      succeeded to the business of Omphalos as its sole business. Accordingly, Soyodo
      intends to change its name to Omphalos, Inc.





NOTE: The
      information below relates to the Soyodo as of December 31, 2007. Information
      regarding the management’s discussion and analysis for the year end December 31,
      2007 for Omphalos can be found in the Current Report on Form 8-K/A filed with
      the SEC on April 9, 2008.




5





Results
      of Operations for the Year Ended December 31, 2007 Compared to the Year Ended
      December 31, 2006





We
      had
      had retail sales of $0 and a gross profit of $0 during the twelve months ended
      December 31, 2007, compared with retail sales of $2,844,604 and a gross profit
      of $655,099 in the twelve months ended December 31, 2006.





Our
      loss
      from operations was $13,503 in the twelve months ended December 31, 2007
      compared to $399, 405 in the twelve months ended December 31, 2006.





We
      had a
      net loss of $ 3,827 in the twelve months ended December 31, 2007, compared
      to $
      426,853 in the twelve months ended December 31, 2006.





**B.
      LIQUIDITY AND CAPITAL RESOURCES**





As
      of
      December 31, 2007, we had a net loss of $3,827




We
      incurred a loss of $13,503 from operations for the twelve months ended December
      31, 2007. This does raise substantial doubt about our ability to continue as
      a
      going concern. Our plans include seeking additional capital and/or debt
      financing. There is no guarantee that additional capital and/or debt financing
      will be available when and to the extent required, or that if available, it
      will
      be on terms acceptable to us. Our financial statements do not include any
      adjustments that might result from the outcome of this uncertainty.





**Item
      7. Financial Statements**





The
      Financial Statements and Notes of Soyodo as of December 31, 2007 can be found
      beginning on page F-1, "Index to Consolidated Financial Statements," following
      Part III of this Annual Report on Form 10-KSB.





**NOTE:** The
      Financial Statements and Notes as of December 31, 2007 for Omphalos can be
      found
      in the Current Report on Form 8-K/A filed with the SEC on April 9,
      2008.




**Item
      8. Change in and Disagreements with Accountants on Accounting and Financial
      Disclosure**





*Previous
      independent registered public accounting firm*





On
      March 11, 2008, Soyodo Group Holdings, Inc. (the “Company”) notified Jaspers +
      Hall, PC (“Jaspers”) that
      it was being dismissed as the Company’s independent registered public accounting
      firm. The decision to dismiss Jaspers ****** as
      the Company’s independent registered public accounting firm was approved by the
      Company’s Board of Directors on March 11, 2007.





During
      the fiscal year ended December 31, 2006, and any subsequent period through
      March
      11, 2008, (i) there were no disagreements between Registrant and Jaspers on
      any
      matter of accounting principles or practices, financial statement disclosure
      or
      auditing scope or procedure which, if not resolved to the satisfaction of
      Jaspers would have caused Jaspers to make reference to the matter in its reports
      on Registrant's financial statements, and (ii) except for Jaspers’ report on
      Registrant's financial statements for the year ended December 31, 2006 which
      included an explanatory paragraph wherein they expressed substantial doubt
      about
      Registrant's ability to continue as a going concern, Jaspers’ reports on
      Registrant's financial statements did not contain an adverse opinion or
      disclaimer of opinion, and was not modified as to uncertainty, audit scope
      or
      accounting principles. During the fiscal year ended December 31, 2006 and
      through March 11, 2008, there were no reportable events as the term described
      in
      Item 304(a)(1)(iv) of Regulation S-B.




6





*New
      independent registered public accounting firm*





On
      March 11, 2008, the Company has engaged KCCW Accountancy Corp. (“KCCW”) as its
      independent registered public accounting firm for the Company’s fiscal year
      ended December 31, 2007. The decision to engage KCCW as the Company’s
      independent registered public accounting firm was approved by the Company’s
      Board of Directors on March 11, 2007.





During
      the year ended December 31, 2006 and any subsequent period through March 11,
      2008, the Comp any
      did
      not consult with KCCW regarding either (i) the application of accounting
      principles to a specific completed or contemplated transaction, or the type
      of
      audit opinion that might be rendered on the Registrant’s financial statements or
      (ii) any matter that was either the subject of a disagreement or event
      identified in response to (a)(1)(iv) of Item 304.




**Item
      8A. Controls and Procedures**





Evaluation
      of Disclosure Controls and Procedures





The
      Company maintains a set of disclosure controls and procedures designed to ensure
      that information required to be disclosed by the Company in the reports filed
      under the Securities Exchange Act, is recorded, processed, summarized and
      reported within the time periods specified by the SEC's rules and forms.
      Disclosure controls are also designed with the objective of ensuring that this
      information is accumulated and communicated to the Company's management,
      including the Company's chief executive officer and chief financial officer,
      as
      appropriate, to allow timely decisions regarding required
      disclosure.





Based
      upon their evaluation as of the end of the period covered by this report, the
      Company's chief executive officer and chief financial officer concluded that,
      the Company's disclosure controls and procedures are effective to ensure that
      information required to be included in the Company's periodic SEC filings is
      recorded, processed, summarized, and reported within the time periods specified
      in the SEC rules and forms.








Management’s
      Report on Internal Control over Financial Reporting





The
      Company’s management is responsible for establishing and maintaining adequate
      internal control over financial reporting. The Company’s internal control system
      was designed to provide reasonable assurance to our management and Board of
      Directors regarding the preparation and fair presentation of published financial
      statements.





The
      Company’s management assessed the effectiveness of our internal control over
      financial reporting as of December 31, 2007. In making this assessment, it
      used
      the criteria set forth by the Committee of Sponsoring Organizations of the
      Treadway Commission (COSO) in *Internal
      Control—Integrated Framework*  Based
      on
      its assessment the Company’s management believes that, as of December 31, 2007,
      the Company’s internal control over financial reporting is effective based on
      those criteria.





This
      annual report does not include an attestation report of the Company’s registered
      accounting firm regarding internal control over financial reporting. The
      management’s report was not subject to attestation by the Company’s registered
      public accounting firm pursuant to temporary rules of the Securities and
      Exchange Commission.




Changes
      in Internal Control over Financial Reporting





No
      changes in the Company's internal control over financial reporting have come
      to
      management's attention during the Company's last fiscal quarter that have
      materially affected, or are likely to materially affect, the Company's internal
      control over financial reporting.




7





Limitations
      on Controls





Management
      does not expect that our disclosure controls and procedures or our internal
      control over financial reporting will prevent or detect all error and fraud.
      Any
      control system, no matter how well designed and operated, is based upon certain
      assumptions and can provide only reasonable, not absolute, assurance that its
      objectives will be met. Further, no evaluation of controls can provide absolute
      assurance that misstatements due to error or fraud will not occur or that all
      control issues and instances of fraud, if any, within the Company have been
      detected.





**PART
      III**





**Item
      9. Directors, Executive Officers, Promoters and Control Persons; Compliance
      with
      Section 16(a) of the Exchange Act.**





Set
      forth
      below is certain information concerning the directors and executive officers
      of
      the Company as of December 31, 2007.




Name
            
            Age
            
            PositionSong
                Ru-Hua
            
            46
            
            Chairman
                of the Board of Directors, Chief Executive Officer and Principal
                Accounting and Financial Officer




On
      April
      20, 2007 we filed a report on Form 8-K to inform the resignations of our
      directors and officers except Song Ru-Hua to facilitate the search of a
      potential buyer of the Company.





Officers
      are appointed by and serve at the discretion of our board of directors. Each
      director holds office until the next annual meeting of shareholders or until
      a
      successor has been duly elected and qualified. Each of our officers and
      directors devotes only such time as is available to the business of the Company.
      There are no family relationships between any of our directors or executive
      officers.





**BIOGRAPHICAL
      INFORMATION**





SONG
      RU-HUA, age 46, was Chairman of the Board and President and Principal Executive
      Officer of the Company. Mr. Song is also the President of three privately-held
      companies: Soyodo Inc., located in Los Angeles, Soyodo LLC, located in San
      Francisco, and Coll, Inc., located in New York City. From 1992 to 2004, Mr.
      Song
      was the Chairman of TOP Group, a Chinese conglomerate engaged in high-tech
      software, hardware, education and related businesses.





As
      a
      result of the Exchange Agreement with Omphalos, Song Ru-Hua resigned from all
      positions held with the Company and the following are now presently the
      directors and executive officers of the Company.




**Name**
            
            **Age**
            
            **Position**Sheng-Peir
                Yang
            
            50
            
            President
                and DirectorChu
                Pi Yun
            
            36
            
            Chief
                Financial OfficerLi
                Shen-Ren
            
            44
            
            Chief
                Operating Officer




**Shen-Peir
      Yang, Chief Executive Officer**





Mr.
      Yang
      has been President of Omphalos since 1991. He holds a degree in Mechanical
      Engineering from National Taipei University of Technology.




8




**Chu
      Pi Yun, Chief Financial Officer**




Ms.
      Yun
      has been with Omphalos since 2000. During that time she functioned in various
      accounting related positions. She was appointed our Chief Financial Officer
      in
      October 2007. Ms. Yun has done extensive accounting coursework.





**Li
      Shen-Ren, Chief Operating Officer**




Mr.
      Shen-Ren has been with Omphalos since 1997. He has worked primarily in sales
      and
      was appointed our Chief Operating Officer in 2007. He holds a degree from the
      Department of Mechanics at Taiwan Technical University.





Our
      directors and officers hold office until the earlier of their resignation,
      or
      removal or until their successors have been duly elected and
      qualified.





There
      are
      no family relationships among our directors or executive officers.




To
      our
      knowledge, during the last five years, none of our directors and executive
      officers (including those of our subsidiaries) has:





·
            Had
                a bankruptcy petition filed by or against any business of which such
                person was a general partner or executive officer either at the time
                of
                the bankruptcy or within two years prior to that
                time.





·
            Been
                convicted in a criminal proceeding or been subject to a pending criminal
                proceeding, excluding traffic violations and other minor
                offenses.





·
            Been
                subject to any order, judgment or decree, not subsequently reversed,
                suspended or vacated, of any court of competent jurisdiction, permanently
                or temporarily enjoining, barring, suspending or otherwise limiting
                his
                involvement in any type of business, securities or banking
                activities.





·
            Been
                found by a court of competent jurisdiction (in a civil action), the
                SEC,
                or the Commodities Futures Trading Commission to have violated a
                federal
                or state securities or commodities law, and the judgment has not
                been
                reversed, suspended or vacated.





**Compliance
      with Section 16(a) of the Exchange Act**





All
      of
      our officers and directors, and all persons who own more than ten percent of
      a
      registered class of our equity securities, have filed the reports of ownership
      and changes in ownership with the SEC as required under Section 16(a) of the
      Exchange Act.





**C** **onflicts
      of Interest.**





Members
      of our management are associated with other companies involved in a range of
      business activities. Consequently, there are potential inherent conflicts of
      interest in their acting as officers and directors of the Company. There can
      be
      no assurance that management will resolve all conflicts of interest in favor
      of
      the Company.





**Item
      10. Executive Compensation.**





The
      salaries paid to our chief executive officers and those officers who receive
      compensation in excess of $100,000 during the fiscal years 2006 and 2007 are
      as
      follows:




9





**Summary
      Compensation Table**




**Name
                and Principal Position**
            
            **Year**
            
            **Salary**
            
            **Bonus**
            
            **Option**
              **Awards**
            
            **Non-Equity
                Incentive Plan Compensation**
            
            **Change
                in Pension Value and Non-Qualified Deferred Compensation Earnings
                ($)**
            
            **All
                other Compensation**
            
            **Total**Song
                Ru-Hua
            
            
            2007
            
            $
            --
            
            
            -
                0 -
            
            
            -
                0 -
            
            
            -
                0 -
            
            
            -
                0 -
            
            
            -
                0 -
            
            $
            --Chief
                  Executive Officer
            
            
            2006
            
            $
            37,709
            
            
            
            
            
            
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            $
            37,709




None
      of
      the officers or directors is accruing any compensation pursuant to any agreement
      with the Company. Furthermore, no retirement, pension, profit sharing, stock
      option or insurance programs or other similar programs have been adopted by
      the
      Company for the benefit of its employees.




**Item
      11. Security Ownership of Certain Beneficial Owners and Management.**




The
      following table sets forth certain information, as of March 25, 2008 with
      respect to the beneficial ownership of the Company’s outstanding common stock by
      (i) any holder of more than five (5%) percent; (ii) each of the named executive
      officers, directors and director nominees; and (iii) our directors, director
      nominees and named executive officers as a group. Except as otherwise indicated,
      each of the stockholders listed below has sole voting and investment power
      over
      the shares beneficially owned.




Name
                of Beneficial Owner
            
            Common Stock
              Beneficially
              Owned
            
            Percentage of
              Common Stock
              Beneficially
              Owned (1)Sheng-Peir
                Yang
            
            
            55,347,485
            
            
            61.3
            %Chu
                Pi Yun
            
            
            2,049,907
            
            
            2.3
            %Li
                Shen-Ren
            
            
            4,099,814
            
            
            4.5
            %All
                officers and directors as a group (5 persons)
            
            
            61,497,206
            
            
            68.2
            %




*
      Denotes
      less than 1%





Beneficial
      ownership percentages gives effect to the completion of the Share Exchange,
      and
      are calculated based on shares of common stock issued and outstanding and is
      based on a total of 90,195,000 shares of common stock that were issued and
      outstanding as of March 25, 2008. Beneficial ownership is determined in
      accordance with Rule 13d-3 of the Exchange Act. The number of shares
      beneficially owned by a person includes shares of common stock underlying
      options or warrants held by that person that are currently exercisable or
      exercisable within 60 days of March 25, 2008. The shares issuable pursuant
      to
      the exercise of those options or warrants are deemed outstanding for computing
      the percentage ownership of the person holding those options and warrants but
      are not deemed outstanding for the purposes of computing the percentage
      ownership of any other person. The persons and entities named in the table
      have
      sole voting and sole investment power with respect to the shares set forth
      opposite that person’s name, subject to community property laws, where
      applicable, unless otherwise noted in the applicable footnote.




10





**Item
      12. Certain Relationships and Related Transactions.**





At
      December 31, 2006, the Company had a loan from shareholder of $483,229. This
      loan from shareholders of $483,229 resulted from the takeover settlement on
      November 30, 2006 by Mr. Song Ru-hua, the former Chief Executive Officer of
      the
      Company. During the takeover, Mr. Song Ru-hua took over $483,229 more in
      liabilities than assets from the company. This loan does not carry a due
      date.





At
      December 31, 2007, the loan from shareholder amounted $498,834, which included
      the original loan amount from the aforementioned takeover settlement and the
      accrued interest. This loan was forgiven by Mr. Son Ru-hua as a result of the
      capital reorganization on February 5, 2008




**Item
      13. Exhibits and Reports on Form 8-K.**




(a)
              ExhibitsExhibit
              Number
            
            Description3.1
            
            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)31
            
            Certification
                of Principal Executive Officer and Principal Financial Officer pursuant
                to
                18 U.S.C. Section as adopted pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002*32
            
            Certification
                *





*Filed
      herewith




11




b)
      Reports on Form 8-K




We
      filed
      a report on Form 8-K on June 8, 2006 to inform the election of our five new
      directors, as well as the election of Song Ru-Hua as President and Principal
      Executive Officer, Zhang Hao as Secretary & Vice President, and Zhao
      Xiao-Zhong as Treasurer and Principal Financial & Accounting Officer. On
      June 30, 2006, we filed a report on Form 8-K to inform the decision to
      concentrate on our wholesale operation and sell to Song Ru-Hua and his privately
      held corporations all the six retail stores. On December 1, 2006, we filed
      a
      report on Form 8-K to inform the decision to go back to our original plan of
      investigating opportunities to be acquired and sell to Song Ru-Hua the remaining
      wholesale operation.





**Item
      14. Principal Accountant Fees and Services.**





The
      following table shows the fees that we paid or accrued for the audit provided
      by
      Jaspers + Hall, PC and KCCW
      Accountancy Corp. for
      2006
      and 2007, respectively:




Fiscal
                Year ended 12/31/07
            
            Fiscal
                Year ended 12/31/06Audit
                fees
            
            $
            46,338*
            
            $
            4,000.00




*Includes
        audit of Soyodo Group Holdings for $3,000 and audit of Omphalos Corp. for
        $43,338.




Audit
      fees---This category includes the audit of our annual financial statements,
      review of financial statements included in our Quarterly Reports on Form 10-QSB
      and services that are normally provided by the independent auditors in
      connection with engagements for those fiscal years. This category also includes
      advise on audit and accounting matters that arose during, or as a result of,
      the
      audit or the review of interim financial statements.





12





**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant
      caused this report to be signed on its behalf by the undersigned, thereunto
      duly
      authorized.





**SOYODO
      GROUP HOLDINGS, INC.**




Dated:
                As of April 11, 2008
            *By:*
            */s/
                Sheng-Peir Yang**Sheng-Peir
                Yang*
              *Chief
                Executive Officer*





In
      accordance with the Exchange Act of 1934, this report has been signed below
      by
      the following persons on behalf of the registrant and in the capacities and
      on
      the dates indicated.





Name
            
            Title
            
            Date/s/Sheng-Peir
                Yang
            
            Chief
                Executive Officer and Chairman of the Board of Directors
            
            April
                11, 2008Sheng-Peir
                Yang/s/
                Chu Pi Yun
            
            Chief
                Financial Officer (principal financial and accounting officer) and
                Director
            
            April
                11, 2008Chu
                Pi Yun/s/
                Li Shen-Ren
            
            Director
            
            April
                11, 2008Li
                Shen-Ren













***SOYODO
        GROUP HOLDINGS, INC.***
 
 FINANCIAL
        STATEMENTS FOR THE YEAR ENDED
 DECEMBER
        31, 2007 AND
 REPORT
        OF
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
  
  **CONTENTS****Page**REPORT
                    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                F-1FINANCIAL
                    STATEMENTSBalance
                    Sheets
                
                
                
                
                F-2Statements
                    of Operations
                
                
                
                F-3Statements
                    of Changes in Shareholders' Deficit
                
                
                F-4Statements
                    of Cash Flows
                
                
                
                F-5Notes
                    to Financial Statements
                
                
                
                F-6
                    - F-10
  
   REPORT
        OF
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Board
        of
        Directors
 Soyodo
        Group Holdings, Inc.
  We
        have
        audited the accompanying balance sheet of Soyodo Group Holdings, Inc. (the
        “Company”) as of December 31, 2007, and the related statements of operations,
        shareholders’ equity, and cash flows for the year then ended. These financial
        statements are the responsibility of the Company’s management. Our
        responsibility is to express an opinion on these financial statements based
        on
        our audit. The financial statements of Soyodo Group Holdings, Inc. for the
        year
        ended December 31, 2006 were audited by other auditors whose report, dated
        April
        15, 2007, expressed an unqualified opinion on those statements.
 
 We
        conducted our audit in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. An audit includes examining,
        on a
        test basis, evidence supporting the amounts and disclosures in the financial
        statements. An audit also includes assessing the accounting principles used
        and
        significant estimates made by management, as well as evaluating the overall
        financial statement presentation. We believe that our audit provide a reasonable
        basis for our opinion.
 
 In
        our
        opinion, such financial statements present fairly, in all material respects,
        the
        financial position of Soyodo Group Holdings, Inc. as of December 31, 2007,
        and
        the results of their operations and their cash flows for the year then ended,
        in
        conformity with accounting principles generally accepted in the United States
        of
        America.
 
 /s/KCCW
        Accountancy Corp.
 KCCW
        Accountancy Corp.
 
 Walnut,
        California
 March
        17,
        2008
  F-1
   **SOYODO
        GROUP HOLDINGS, INC.**
 (Formerly
        TOP Group Holdings, Inc.)
 **BALANCE
        SHEETS**
 **December
        31, 2007 and 2006**
  **December
                    31,**
                
                **December
                    31,****Assets**
                
                **2007**
                
                **2006**Current
                    AssetsCash
                    and cash equivalents
                
                $
                530
                
                $
                2,671**Total
                    Assets**
                
                $
                530
                
                $
                2,671**Liabilities
                    and Shareholders' Deficit**Current
                    LiabilitiesAccounts
                    payable & accrued expenses
                
                $
                -
                
                $
                7,620Accrued
                    Other liabilities
                
                
                -
                
                
                6,299Loan
                    from shareholders
                
                
                498,834
                
                
                483,229Total
                    current liabilities
                
                
                498,834
                
                
                497,148Shareholders'
                    Equity (Deficit)Common
                    stock, $0.0001 par value, 12,000,000 sharesauthorized,
                    8,195,000 shares issued and outstandingas
                    of 12/31/07 and 12/31/06
                
                
                820
                
                
                820Additional
                    paid-in capital
                
                
                585,223
                
                
                585,223Accumulated
                    deficit
                
                
                (1,084,347
                )
                
                (1,080,520
                )Total
                    shareholders' deficit
                
                
                (498,304
                )
                
                (494,477
                )**Total
                    Liabilities and Shareholders' Deficit**
                
                $
                530
                
                $
                2,671
 The
            Accompanying Notes are an Integral Part of the Financial
            Statements.
  F-2
 
 
 **SOYODO
        GROUP HOLDINGS, INC.**
 (Formerly
        TOP Group Holdings, Inc.)
 **STATEMENTS
        OF OPERATIONS**
 **For
        the Years Ended December 31, 2007 and 2006**
  **2007**
                
                **2006**Net
                    sales
                
                $
                -
                
                $
                2,844,604Cost
                    of sales
                
                
                -
                
                
                2,189,505Gross
                    profit
                
                
                -
                
                
                655,099Selling,
                    general and administrative expensesSales
                    & marketing
                
                
                -
                
                
                61,748Store
                    rents
                
                
                -
                
                
                316,773General
                    & administrative
                
                
                13,503
                
                
                675,983Total
                    selling, general and administrative expenses
                
                
                13,503
                
                
                1,054,504Loss
                    from operations
                
                
                (13,503
                )
                
                (399,405
                )Other
                    income (expense)Interest
                    expense
                
                
                -
                
                
                (27,448
                )Other
                    income
                
                
                9,676Total
                    other income
                
                
                9,676
                
                
                (27,448
                )Loss
                    before provision for income taxes
                
                
                (3,827
                )
                
                (426,853
                )Provision
                    for income taxes
                
                
                -
                
                
                -Net
                    loss
                
                $
                (3,827
                )
                $
                (426,853
                )Weighted
                    average number of common shares outstanding:Basic
                    and diluted
                
                
                8,195,000
                
                
                7,746,973Net
                    loss per share:Basic
                    and diluted
                
                $
                (0.00
                )
                $
                (0.06
                )
  The
          Accompanying Notes are an Integral Part of the
          Financial Statements.
 F-3
  
 **SOYODO
        GROUP HOLDINGS, INC.**
 (Formerly
        TOP Group Holdings, Inc.)
 **STATEMENTS
        OF SHAREHOLDERS’ DEFICIT**
 **For
        the Years Ended December 31, 2007 and 2006**
  Additioal
                
                StockCommon
                    Stock
                
                Paid-in
                
                Subscription
                
                AccumulatedShare
                
                Amount
                
                Capital
                
                Receivable
                
                Deficit
                
                TotalBalance
                    at January 1, 2006
                
                
                7,160,000
                
                $
                716
                
                $
                465,077
                
                $
                (45,000
                )
                $
                (653,667
                )
                $
                (232,874
                )Issuance
                    of stock for cash
                
                
                1,035,000
                
                
                104
                
                $
                120,146
                
                
                45,000
                
                
                -
                
                
                165,250Net
                    loss
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (426,853
                )
                
                (426,853
                )Balance
                    at December 31, 2006
                
                
                8,195,000
                
                
                820
                
                
                585,223
                
                
                -
                
                
                (1,080,520
                )
                
                (494,477
                )Net
                    loss
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (3,827
                )
                
                (3,827
                )Balance
                    at December 31, 2007
                
                
                8,195,000
                
                $
                820
                
                $
                585,223
                
                $
                -
                
                $
                (1,084,347
                )
                $
                (498,304
                )
 
 The
        Accompanying Notes are an Integral Part of the
        Financial Statements.
 
 F-4
  
 **SOYODO
        GROUP HOLDINGS, INC.**
 (Formerly
        TOP Group Holdings, Inc.)
 **STATEMENTS
        OF CASH FLOWS**
 **For
        the Years Ended December 31, 2007 and 2006**
  **2007**
                
                **2006**Cash
                    flows from operating activitiesNet
                    loss
                
                $
                (3,827
                )
                $
                (426,853
                )Adjustments
                    to reconcile net loss to net cash provided byoperating
                    activities:Depreciation
                
                
                -
                
                
                20,368Changes
                    in assets and liabilities:Decrease
                    in inventory
                
                
                -
                
                
                643,356Decrease
                    in other current assets
                
                
                -
                
                
                154,066Decrease
                    in security deposits
                
                
                -
                
                
                137,962(Decrease)
                    in accounts payable
                
                
                (7,620
                )
                
                (786,734
                )(Decrease)
                    in current liabilities
                
                
                (6,299
                )
                
                (61,277
                )Net
                    cash (used in) operating activities
                
                
                (17,746
                )
                
                (319,112
                )Cash
                    flows from investing activitiesCash
                    received from disposal of property and equipment
                
                
                -
                
                
                192,182Net
                    cash provided by investing activities
                
                
                -
                
                
                192,182Cash
                    flows from financing activitiesNet
                    proceeds from issuance of common stock
                
                
                -
                
                
                120,250Decrease
                    in stock subscription receivable
                
                
                -
                
                
                45,000Decrease
                    in notes payable
                
                
                -
                
                
                (444,317
                )Increase
                    in loans from shareholders
                
                
                15,605
                
                
                303,229Net
                    cash provided by financing activities
                
                
                15,605
                
                
                24,162Net
                    (decrease) in cash and cash equivalents
                
                
                (2,141
                )
                
                (102,768
                )Cash
                    and cash equivalentsBeginning
                
                
                2,671
                
                
                105,439Ending
                
                $
                530
                
                $
                2,671Supplemental
                    disclosure of cash flowsCash
                    paid during the year for:Interest
                    expense
                
                $
                -
                
                $
                27,448Income
                    tax
                
                $
                -
                
                $
                -
 The
        Accompanying Notes are an Integral Part of the
        Financial Statements.
  F-5
   **SOYODO
        GROUP HOLDINGS, INC.**
 (Formerly
        TOP Group Holdings, Inc.)
 **NOTES
        TO FINANCIAL STATEMENTS**
  **DECEMBER
        31, 2007**
  **Note
        1 - Organization and Summary of Significant Accounting Policies:**
 
 **Organization:**
 
 The
        Company was incorporated 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
        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 Song Ru-Hua, 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 Song Ru-Hua the remaining wholesale operation.
 
 In
        March
        2003, the Company changed its state of incorporation from Colorado to Delaware,
        and changed its name from Quixit, Inc. to TOP Group Holdings, Inc. In August
        of
        2005, the company changed its name from TOP Group Holdings, Inc. to Soyodo
        Group
        Holdings, Inc. The Company's fiscal year end is December 31.
 
 **Basis
        of Accounting:**
 
 The
        accompanying financial statements have been prepared on the accrual basis
        of
        accounting in accordance with accounting principles generally accepted in
        the
        United States.
 
 **Cash
        and Cash Equivalents:**
 
 The
        Company considers all highly liquid debt instruments, purchased with an original
        maturity of three months or less, to be cash equivalents.
 
 **Use
        of Estimates:**
 
 The
        preparation of financial statements, in conformity with accounting principles
        generally accepted in the United States, 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 revenue and expenses during the reporting
        period. Actual results could differ from those estimates.
 
 **Net
        Loss Per Share:**
 
 Net
        loss
        per share is based on the weighted average number of common shares outstanding
        during the period.
  F-6
 
 **Note
        1 - Organization and Summary of Significant Accounting Policies (Continued):**
 
 **Other
        Comprehensive Income:**
 
 The
        Company has no material components of other comprehensive income (loss),
        and
        accordingly, net loss is equal to comprehensive loss in all periods.
 
 **Inventory:**
 
 The
        valuation method used for our closing inventory is lower of cost or market.
        There was no inventory at the end of 2006 and 2007.
 
 **Advertising:**
 
 Costs
        associated with advertising are expensed in the year incurred and are included
        in the sales & marketing expense. They were $0 in 2007 and $48,883 in
        2006.
 
 **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.
   F-7
 
 
 
 **Note
        2 - Property and Equipment:**
 
 The
        useful life used to calculate our depreciation in 2006 is 5 years for equipment,
        7 years for F & F and 3 years for software. In addition, straight-line
        method of depreciation was used. During the takeover of the six retail stores
        by
        Song Ru-Hua on June 30, 2006, $15,983 of net equipment, $137,624 of net
        furniture & fixture, and $48,348 of net leasehold improvement were sold at
        no gain or loss. During the takeover of the wholesale operation on November
        30,
        2006, $3,969 of net equipment, $5,949 of net furniture & fixture and $913 of
        net software were sold at no gain or loss. Thus, as of December 31, 2006
        and
        December 31, 2007, the company had nothing left in property and
        equipment.
  **Note
        3 - Federal Income Taxes:**
 
 The
        Company has made no provision for income taxes because there have been no
        net
        income for financial statements or tax purposes.
 
 The
        Financial Accounting Standards Board (FASB) has issued Statement of Financial
        Accounting Standards Number 109 (“SFAS 109”). “Accounting for Income Taxes”,
        which requires a change from the deferred method to the asset and liability
        method of accounting for income taxes. Under the asset and liability method,
        deferred income taxes are recognized for the tax consequences of “temporary
        differences” by applying enacted statutory tax rates applicable to future years
        to differences between the financial statement carrying amounts and the tax
        basis of existing assets and liabilities.
  Deferred
                  tax assetsNet
                  operating loss carry-forwards
              
              $
              1,084,000Valuation
                  allowance
              
              
              (1,084,000
              )Net
                  deferred tax assets
              
              $
              0
  As
        of
        December 31, 2007, the Company had net operating loss carry-forwards of
        approximately $ 1,084,000 for federal income tax purposes. These carry-forwards,
        if not utilized to offset taxable income, will begin to expire in 2010.
  **Note
        4 - Capital Stock Transactions** **:**
 
 On
        March
        25, 1999, the Company's Board of Directors approved an amendment to the Articles
        of Incorporation of the Company, declaring a 1 to 10 reverse stock split
        of
        outstanding common stock at March 25, 1999. In 2001, the Board of Directors
        declared a 5 to 1 forward stock split. On January 21, 2005, the company filed
        an
        Amended Certificate of Incorporation to increase the shares authorized to
        issue
        from 5,000,000 to 100,000,000 and to reduce the par value per share from
        $0.01
        to $0.0001. On September 20, 2006, the company filed an Amended Certificate
        of
        Incorporation to set the authorized shares at 12,000,000.
 
 On
        December 15, 2005, former officers, Wu Hai, Li Ke-Guang and Zhang Hao,
        subscribed to pay $80,000 for 160,000 restricted shares, of which 100,000
        shares
        were returned in 2006 to the company by Li Ke-Guang, who had also resigned
        from
        his Vice President position. The company did receive $30,000 for the remaining
        60,000 restricted shares. On June 8, 2006, former three independent directors,
        Song Pei-Kun, Yi Geng-Po and Fang Ye paid $170,250 to acquire 1,135,000
        restricted shares of the company.
 All
        shares and per share amounts in the accompanying financial statements of
        the
        Company and notes thereto have been retroactively adjusted to reflect the
        stock
        splits and the par value reduction.
  F-8
 
 **Note
        5 - Related Party Transactions:**
 
 During
        the eleven months ended November 30, 2006, the company imported all of its
        merchandise from a trading company in China, where former director, Fang
        Ye, has
        been its president and the majority shareholder. In addition, Mr. Song Ru-hua
        has been a majority owner of four privately held companies in California,
        Illinois and New York, which are in the same line of business. The Company
        had
        transactions with these four privately held companies, mainly the sales of
        merchandise to them at the Company’s wholesale price. Of the total sales of
        $2,844,604 in 2006, approximately 50% was sold to related parties. Based
        upon
        the Company’s internal review, all the transactions involving those related
        companies during 2006 were all arms-length transactions.
 
 In
        its
        divestiture of retail operation on June 30, 2006, the company sold to Song
        Ru-Hua $ 201,955 of fixed assets, as mentioned in **Note
        2,** $832,
        472
        of inventory and $12,135 of cash on hand at no gain or loss. In its divestiture
        of wholesale operation on November 30, 2006, the company sold to Song Ru-Hua
        $
        10,831 of fixed assets and $137,962 of security deposits at no gain or loss.
        On
        the other hand, Song Ru-Hua took over various liabilities, of which the most
        significant one is $1,282,163 of account payable to our supplier in China.
        As of
        December 31, 2006 and December 31, 2007, the company did not have any accounts
        receivable and accounts payable with related parties.
  **Note
        6 - Loans from Shareholders:**
 
 At
        December 31, 2006, the Company had a loan from shareholder of $483,229. This
        loan from shareholders of $483,229 resulted from the takeover settlement
        on
        November 30, 2006 by Mr. Song Ru-hua. During the takeover, Mr. Song Ru-hua
        took
        over $483,229 more in liabilities than assets from the company. This loan
        does
        not carry a due date.
 
 At
        December 31, 2007, the loan from shareholder amounted $498,834, which included
        the original loan amount from the aforementioned takeover settlement and
        the
        accrued interest. This loan was forgiven by Mr. Son Ru-hua as a result of
        the
        capital reorganization on February 5, 2008 as mentioned on **Note
        8** .
  **Note
        7 - Segment Information:**
 
 The
        Company as of December 31, 2007 had no business operations. Prior to the
        takeover on November 30, 2006, it was in the wholesale business in California
        of
        the U.S.A.
  **Note
        8 - Subsequent Events:**
 
 **Business
        Acquisition:**
 
 On
        February 5, 2008, Soyodo Group Holdings, Inc. (the “Soyodo”) 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), pursuant to
        which Soyodo purchased from the Shareholders all issued and outstanding shares
        of Omphalos’ 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
  F-9
  **Note
        8 - Subsequent Events (Continued):**
 
 **Business
        Acquisition (Continued):**
 
 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 became a wholly-owned subsidiary
        of Soyodo and (ii) the Soyodo succeeded to the business of Omphalos as its
        sole
        business. Accordingly, Soyodo intends to change its name to Omphalos
        Corp
 
 **Loan
        Settlement Agreement:**
 
 In
        February 2008, Mr. Song Ru-hua signed a settlement agreement with the Company
        and Mr. Song Ru-hua agreed to forgive all the outstanding loan payable of
        $498,834, which included the original loan of $483,229 resulted from the
        takeover settlement on November 30, 2006 by Mr. Song Ru-hua and the accrued
        interest as mentioned in **Note
        6** .
 
 
 F-10