Omphalos (OMPS) CORRESP Correspondence with SEC

Omphalos Corporation

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

Luchu Taoyuan County, Taiwan

February 19, 2009

VIA EDGAR

Ms. Kate Tillan

Assistant Chief Accountant

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

Re: Omphalos Corporation Form 10-KSB for the fiscal year ended December 31, 2007 Filed April 11, 2008 Forms 10-Q for the quarters ended March 31, and September 30, 2008 Form 8-K/A tiled April 9, 2008 File No. 000-32341

Dear Ms. Tillan:

The following are responses of Omphalos, Corp. (the “Company”) to the corresponding numbered comments in the February 9, 2009 letter from the Securities and Exchange Commission (the “Commission”). The Company will file an amended Form 10-Q for each of the quarters ended March 31, June 30, and September 30, 2008, and an amended Form 8-K/A, promptly upon the Commission’s confirmation of the adequacy of the responses provided by the Company in this letter (which approach has been discussed by Ms. Julie Sherman with our securities counsel, Andy Smith, Esq. of Sichenzia Ross Friedman Ference LLP (646) 810-2180, in connection with our prior responses).

Form 8-K/A filed April 9, 2008

Financial Statements of Omphalos Corp. and Subsidiaries, page 1

Consolidated and Combined Statements of Income, page 4

1.   Please refer to prior comment 2. We note from your tabular presentation an adjustment to “loss due to inventory value decline” that results in a gain of approximately $76,257 for the year ended December 31, 2006.  Please explain the nature of this adjustment and why you have reported a gain.  We note your response to our prior comment 3 in our letter dated July 24, 2008 where you responded that the loss due to inventory value decline would be appropriately reclassified to cost of sales which is consistent with our discussion immediately above your table.  Please advise.

Response:

The amount of $76,257 represents the Gain on Foreign Currency Exchange and was misplaced to the item of Loss Due to Inventory Value Decline on our tabular presentation. We will make correction accordingly. Please see the corrected table below.

2.    In this regard, please consider adding a center column to your table that erepresents the adjustment to each line item.

Response:

We will add the center column to the table that represents the adjustments to each line item as follows:

NOTE 11. Restatement of Financial Statements

The Company determined that certain amount previously classified as gain on lawsuit for a purchase return dispute should have been classified as a purchase return and recorded as a reduction to cost of sales to reflect the nature of this transaction.

Also, the Company concluded to reclassify its commission income under Revenues, previously reported under Other Income items, in its statements of income.

In addition, the Company concluded to reclassify its loss on disposal of fixed assets under Selling, General and Administrative Expenses, previously reported under Other Income (Expenses) items, in its statements of income.

Also, the Company concluded to reclassify its loss due to inventory value decline under Cost of Sales, previously reported under Other Income (Expenses) items, in its statements of income.

The following information discloses the impact of these corrections on the statements of income for the fiscal years ended December 31, 2007 and 2006. These corrections did not change the Company’s reported net income or earnings per share for the periods.

	2007								2006
	As Previously						As		As Previously						As
	Reported			Adjustments			Restated		Reported			Adjustments			Restated
Revenue:
Sales of goods, net	$	10,047,118					$	10,047,118	$	13,782,980					$	13,782,980
Commission		-						-		-			24,175			24,175
Total revenues		10,047,118			-			10,047,118		13,782,980			24,175			13,807,155
Operating costs and expenses:
Cost of sales		6,989,994			(341,575	)		6,648,419		10,085,907			53,105			10,139,012
Selling, general and administrative expenses		1,919,535			2,541			1,922,076		2,378,892						2,378,892
Income from operations		1,137,589			339,034			1,476,623		1,318,181			(28,930	)		1,289,251
Other income (expenses)
Commission income		-						-		24,175			(24,175	)		-
Rental income		174						174		332						332
Loss on disposal of fixed assets		(2,541	)		2,541			-		-						-
Interest income		284,272						284,272		266,076						266,076
Loss due to inventory value decline		(36,438	)		36,438			-		(53,105	)		53,105			-
Gain on foreign currency exchange		38,755						38,755		76,257			-			76,257
Gain on investment		-						-		2,119						2,119
Gain on lawsuit settlement		378,013			(378,013	)		-		-						-
Miscellaneous income		899						899		1,881						1,881
Total other income		663,134			(339,034	)		324,100		317,735			28,930			346,665
Income before provision for income taxes		1,800,723			-			1,800,723		1,635,916			-			1,635,916
Provision for income taxes		-			-			-		-			-			-
Net Income	$	1,800,723		$	-		$	1,800,723	$	1,635,916		$	-		$	1,635,916
Weighted average number of common shares:
Basic and diluted		100,000			100,000			100,000		100,000			100,000			100,000
Not income per share:
Basic and diluted	$	18.01		$	-		$	18.01	$	16.36		$	-		$	16.36

As requested in the letter from the Commission, the Company acknowledges that the Company is responsible for the adequacy and accuracy of the disclosure in the Company’s filings, and staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the Company’s filings; and the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Thank you very much for your consideration of this response.  Should you require further information, please contact me at 011-8863-322-9658.  Otherwise, I look forward to hearing that your follow-up discussion with our counsel, Andy Smith, of Sichenzia Ross Friedman Ference LLP (646) 810-2180, went satisfactorily and that we should proceed promptly with the preparation and filing of our amended reports.

Very truly yours,

/s/ Sheng-Peir Yang

Sheng-Peir Yang

Chief Executive Officer, President

and Chairman of the Board