UNITED STATES


SECURITIESANDEXCHANGE COMMISSION


Washington,D.C.20549







FORM10-Q









QUARTERLY REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIESANDEXCHANGE ACT OF
      1934Forthe quarter endedJune 30,
    2010





Commission File
Number 0-50164









INNOCOM TECHNOLOGY HOLDINGS,
INC.


(Exact Name of small business issuer as
specified in Its charter)





NEVADA
              
              87-0618756(State or other jurisdiction
      of
              
              (I.R.S. Employer
      Identification No.)incorporation or
      organization)





Suite901,Sun Hung KaiCentre,30
                HarbourRoad, Wanchai,Hong Kong, PRC
                (Address of principal executive
      offices)
              
              (Zip
  code)





Issuer’s telephone number, including area
code:(852) 3102 1602





(Former name, former address or 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 Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to
file suchreports), and (2) has been subject
to such filing requirements for the past 90 days.Yes þNo o





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





Large accelerated filer oAccelerated filer oNon-accelerated filer oSmaller reporting company þ





Indicate by check mark whether the
registrant is a shell company(as defined in Rue 12b-2of the Exchange
Act).  Yes oNo þ





The number of shares outstanding of each
of the Registrant’s classes of common stock, as ofAugust 12, 2010was37,898,251shares, all of one class of $0.001 par
value Common Stock.











INNOCOM TECHNOLOGY HOLDINGS,
INC.


FORM10-Q


Quarter EndedJune 30, 2010


TABLE OF CONTENTS





PagePART I—FINANCIAL
      INFORMATIONItem 1
                
                Financial
      Statements
                
                F-1Condensed Consolidated Balance
      Sheets as ofJune 30,
      2010(unaudited) andDecember 31, 2009(audited)
                
                F-2Condensed Consolidated Statements
      of Operations and ComprehensiveLossfor the Threeand SixMonths Ended June 30, June
      2010and 2009(unaudited)
                
                F-3Condensed Consolidated Statements
      of Cash Flowsfor the
      Six Months EndedJune
      30, 2010and 2009(unaudited)
                
                F-4Condensed Consolidated Statement
      of Stockholders’Deficit for theSix Months EndedJune 30, 2010(unaudited)
                
                F-5Notes to Condensed Consolidated
      Financial Statements
                
                F-6to F-11Item 2
                
                Managements Discussion and
      Analysis of Financial Condition and Results of
      Operation
                
                4-7Item 3
                
                Quantitative and Qualitative
      Disclosures About Market Risk
                
                7Item 4T
                
                Controls and
      Procedures
                
                8PART II—OTHER INFORMATIONItem 1
                
                Legal
      Proceedings
                
                8Item 1A
                
                Risk
Factors
                
                8Item 2
                
                Unregistered Sales of Equity
      Securities and Use of Proceeds
                
                8Item 3
                
                Defaults Upon Senior
      Securities
                
                8Item 4
                
                Submission of Matters to a Vote of
      Security
      Holders
                
                8Item 5
                
                Other
      Information
                
                8Item 6
                
                Exhibits
                
                9SIGNATURES
                
                10




2




SPECIAL NOTE ON FORWARD LOOKING
STATEMENTS





This Quarterly Report on Form 10-Q,
including "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 2
of Part I of this report include forward-looking statements. These statements
involve known and unknown risks, uncertainties and other factors that may cause
our actual results, levels of activity, performance or achievements to be materially different
from any future results, levels of activity, performance, or achievements
expressed or implied by forward-looking statements.





In some cases, you can identify
forward-looking statements by terminology such as "may," "should," "expects," "plans,"
"anticipates," "believes," "estimates," "predicts," "potential," "proposed,"
"intended," or "continue" or the negative of these terms or other comparable
terminology. You should read statements that contain these words
carefully, because they discuss our expectations
about our future operating results or our future financial condition or state
other "forward-looking" information. There may be events in the future that we
are not able to accurately predict or control. Before youinvest in our securities, you should be
aware that the occurrence of any of the events described in this Annual Report
could substantially harm our business, results of operations and financial
condition, and that upon the occurrence of any of these events,the trading price of our securities
could decline and you could lose all or part of your investment. Although we
believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or
achievements. We are under no duty to update any of the forward-looking
statements after the date of this Quarterly Report to conform these statements
to actual results.




3





PART
I.        FINANCIAL
INFORMATION





ITEM  1.  Financial
Statements




















INNOCOM
TECHNOLOGY HOLDINGS, INC.








INDEX
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS








(UNAUDITED)





PageCondensed
      Consolidated Balance
      Sheets as of June 30, 2010 and December 31, 2009
                  
                  F-2Condensed
      Consolidated Statements of Operations And Comprehensive Loss for the Three
      and Six Months ended June 30, 2010 and 2009
                  
                  F-3Condensed
      Consolidated Statements of Cash Flows for the Six Months ended June 30,
      2010 and 2009
                  
                  F-4Condensed
      Consolidated Statement of Stockholders’ Deficit for the Six Months ended
      June 30, 2010
                  
                  F-5Notes
      to Condensed Consolidated Financial Statements
                  
                  F-6
      – F-11





F-1




INNOCOM
TECHNOLOGY HOLDINGS, INC.


CONDENSED
CONSOLIDATED BALANCE SHEETS


AS
OF JUNE 30, 2010 AND DECEMBER 31, 2009


(Currency
expressed in United States Dollars (“US$”), except for number of
shares)





June
      30, 2010
                                    
                                    
                                    December
      31, 2009(Unaudited)
                                    
                                    
                                    (Audited)ASSETSCurrent
      assets:Cash
      and cash equivalents
                                    
                                    $
                                    7,909
                                    
                                    
                                    $
                                    7,548Prepayments
      and other receivables
                                    
                                    
                                    55,239
                                    
                                    
                                    
                                    72,850Total
      current assets
                                    
                                    
                                    63,148
                                    
                                    
                                    
                                    80,398Non-current
      assets:Property,
      plant and equipment, net
                                    
                                    
                                    741,067
                                    
                                    
                                    
                                    734,738TOTAL
      ASSETS
                                    
                                    $
                                    804,215
                                    
                                    
                                    $
                                    815,136LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      liabilities:Accounts
      payable
                                    
                                    $
                                    81,032
                                    
                                    
                                    $
                                    80,696Amount
      due to a related party
                                    
                                    
                                    4,618,141
                                    
                                    
                                    
                                    4,448,351Other
      payables and accrued liabilities
                                    
                                    
                                    224,183
                                    
                                    
                                    
                                    262,909Total
      liabilities
                                    
                                    
                                    4,923,356
                                    
                                    
                                    
                                    4,791,956Commitments
      and contingenciesStockholders’
      deficit:Common
      stock, $0.001 par value; 50,000,000 shares authorized; 37,898,251 shares
      issued and outstanding as of June 30, 2010 and December 31,
      2009
                                    
                                    
                                    37,898
                                    
                                    
                                    
                                    37,898Additional
      paid-in capital
                                    
                                    
                                    6,901,232
                                    
                                    
                                    
                                    6,901,232Accumulated
      other comprehensive income
                                    
                                    
                                    505,015
                                    
                                    
                                    
                                    531,230Accumulated
      deficit
                                    
                                    
                                    (11,563,286
                                    )
                                    
                                    
                                    (11,447,180
                                    )Total
      stockholders’ deficit
                                    
                                    
                                    (4,119,141
                                    )
                                    
                                    
                                    (3,976,820
                                    )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                                    
                                    $
                                    804,215
                                    
                                    
                                    $
                                    815,136






See
accompanying notes to condensed consolidated financial statements.




F-2




INNOCOM
TECHNOLOGY HOLDINGS, INC.


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


AND
COMPREHENSIVE LOSS


FOR
THE THREE AND SIX MONTHS ENDED JUNE 30, 2010 AND 2009


(Currency
expressed in United States Dollars (“US$”), except for number of
shares)


(Unaudited)





Three
      months ended June 30,
                                        
                                        
                                        Six
      months ended June 30,2010
                                        
                                        
                                        2009
                                        
                                        
                                        2010
                                        
                                        
                                        2009Revenues,
      net
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        -Cost
      of revenue
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Gross
      profit
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Operating
      expenses:Sales
      and marketing
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -General
      and administrative
                                        
                                        
                                        29,177
                                        
                                        
                                        
                                        87,999
                                        
                                        
                                        
                                        116,106
                                        
                                        
                                        
                                        203,787Total
      operating expenses
                                        
                                        
                                        29,177
                                        
                                        
                                        
                                        87,999
                                        
                                        
                                        
                                        116,106
                                        
                                        
                                        
                                        203,787LOSS
      BEFORE INCOME TAXES
                                        
                                        $
                                        (29,177
                                        )
                                        
                                        $
                                        (87,999
                                        )
                                        
                                        $
                                        (116,106
                                        )
                                        
                                        $
                                        (203,787
                                        )Income
      tax expense
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -NET
      LOSS
                                        
                                        $
                                        (29,177
                                        )
                                        
                                        $
                                        (87,999
                                        )
                                        
                                        $
                                        (116,106
                                        )
                                        
                                        $
                                        (203,787
                                        )Other
      comprehensive (loss) income:-
      Foreign currency translation (loss) gain
                                        
                                        
                                        (23,979
                                        )
                                        
                                        
                                        275
                                        
                                        
                                        
                                        (26,215
                                        )
                                        
                                        
                                        5,746COMPREHENSIVE
      LOSS
                                        
                                        $
                                        (53,156
                                        )
                                        
                                        $
                                        (87,724
                                        )
                                        
                                        $
                                        (142,321
                                        )
                                        
                                        $
                                        (198,041
                                        )Net
      loss per share – Basic and diluted
                                        
                                        $
                                        (0.00
                                        )
                                        
                                        $
                                        (0.00
                                        )
                                        
                                        $
                                        (0.00
                                        )
                                        
                                        $
                                        (0.01
                                        )Weighted
      average common stock outstanding – Basic and diluted
                                        
                                        
                                        37,898,251
                                        
                                        
                                        
                                        37,898,251
                                        
                                        
                                        
                                        37,898,251
                                        
                                        
                                        
                                        37,898,251






See
accompanying notes to condensed consolidated financial statements.




F-3




INNOCOM
TECHNOLOGY HOLDINGS, INC.


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


FOR
THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009


(Currency
expressed in United States Dollars (“US$”))


(Unaudited)





Six
      months ended June 30,2010
                                          
                                          
                                          2009Cash
      flows from operating activities:Net
      loss
                                          
                                          $
                                          (116,106
                                          )
                                          
                                          $
                                          (203,787
                                          )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
                                          
                                          
                                          1,852
                                          
                                          
                                          
                                          1,577Change
      in operating assets and liabilities:Prepayments
      and other receivables
                                          
                                          
                                          17,611
                                          
                                          
                                          
                                          -Accounts
      payable
                                          
                                          
                                          336
                                          
                                          
                                          
                                          (89
                                          )Other
      payables and accrued liabilities
                                          
                                          
                                          (38,726
                                          )
                                          
                                          
                                          (500
                                          )Net
      cash used in operating activities
                                          
                                          
                                          (135,033
                                          )
                                          
                                          
                                          (202,799
                                          )Cash
      flows from investing activities:Payment
      on plant and equipment
                                          
                                          
                                          (5,135
                                          )
                                          
                                          
                                          -Net
      cash used in investing activities
                                          
                                          
                                          (5,135
                                          )
                                          
                                          
                                          -Cash
      flows from financing activities:Advances
      from a related party
                                          
                                          
                                          169,790
                                          
                                          
                                          
                                          193,091Net
      cash provided by financing activities
                                          
                                          
                                          169,790
                                          
                                          
                                          
                                          193,091Effect
      of exchange rate changes on cash and cash equivalents
                                          
                                          
                                          (29,261
                                          )
                                          
                                          
                                          6,593Net
      change in cash and cash equivalents
                                          
                                          
                                          361
                                          
                                          
                                          
                                          (3,115
                                          )CASH
      AND CASH EQUIVALENT, BEGINNING OF PERIOD
                                          
                                          
                                          7,548
                                          
                                          
                                          
                                          11,553CASH
      AND CASH EQUIVALENT, END OF PERIOD
                                          
                                          $
                                          7,909
                                          
                                          
                                          $
                                          8,438SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Cash
      paid for income taxes
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -Cash
      paid for interest
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -






See
accompanying notes to condensed consolidated financial statements.




F-4




INNOCOM
TECHNOLOGY HOLDINGS, INC.


CONDENSED
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT


FOR
THE SIX MONTHS ENDED JUNE 30, 2010


(Currency
expressed in United States Dollars (“US$”), except for number of
shares)


(Unaudited)




Accumulated
                                                                                  other
                                                                                
                                                                                
                                                                                
                                                                                Additional
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                TotalCommon
      stock
                                                                                
                                                                                
                                                                                
                                                                                paid-in
                                                                                
                                                                                
                                                                                
                                                                                comprehensive
                                                                                
                                                                                
                                                                                
                                                                                Accumulated
                                                                                
                                                                                
                                                                                
                                                                                stockholders’No.
      of shares
                                                                                
                                                                                
                                                                                
                                                                                Amount
                                                                                
                                                                                
                                                                                
                                                                                capital
                                                                                
                                                                                
                                                                                
                                                                                income
                                                                                
                                                                                
                                                                                
                                                                                deficit
                                                                                
                                                                                
                                                                                
                                                                                deficitBalance
      as of January 1, 2010
                                                                                
                                                                                
                                                                                37,898,251
                                                                                
                                                                                
                                                                                $
                                                                                37,898
                                                                                
                                                                                
                                                                                $
                                                                                6,901,232
                                                                                
                                                                                
                                                                                $
                                                                                531,230
                                                                                
                                                                                
                                                                                $
                                                                                (11,447,180
                                                                                )
                                                                                
                                                                                $
                                                                                (3,976,820
                                                                                )Net
      loss for the period
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                (116,106
                                                                                )
                                                                                
                                                                                
                                                                                (116,106
                                                                                )Foreign
      currency translation adjustment
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                (26,215
                                                                                )
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                (26,215
                                                                                )Balance
      as of June 30, 2010
                                                                                
                                                                                
                                                                                37,898,251
                                                                                
                                                                                
                                                                                $
                                                                                37,898
                                                                                
                                                                                
                                                                                $
                                                                                6,901,232
                                                                                
                                                                                
                                                                                $
                                                                                505,015
                                                                                
                                                                                
                                                                                $
                                                                                (11,563,286
                                                                                )
                                                                                
                                                                                $
                                                                                (4,119,141
                                                                                )






See
accompanying notes to condensed consolidated financial statements.




F-5




INNOCOM
TECHNOLOGY HOLDINGS, INC.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE SIX MONTHS ENDED JUNE 30, 2010
 (Currency
expressed in United States Dollars (“US$”))
 (Unaudited)






NOTE-1 BASIS
OF PRESENTATION





The
accompanying unaudited condensed consolidated financial statements have been
prepared by management in accordance with both accounting principles generally
accepted in the United States (“GAAP”), and the instructions to Form 10-Q and
Rule 10-01 of Regulation S-X. Certain information and note disclosures normally
included in audited financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to those
rules and regulations, although the Company believes that the disclosures made
are adequate to make the information not misleading.





In the
opinion of management, the consolidated balance sheet as of December 31, 2009
which has been derived from audited financial statements and these unaudited
condensed consolidated financial statements reflect all normal and recurring
adjustments considered necessary to state fairly the results for the periods
presented. The results for the six months ended June 30, 2010 are not
necessarily indicative of the results to be expected for the entire fiscal year
ending December 31, 2010 or for any future period.





These
unaudited condensed consolidated financial statements and notes thereto should
be read in conjunction with the Management’s Discussion and the audited
financial statements and notes thereto included in the Annual Report on Form
10-K for the year ended December 31, 2009.




NOTE-2 ORGANIZATION
AND BUSINESS BACKGROUND





Innocom
Technology Holdings, Inc. (the “Company” or “INCM”) was incorporated in the
State of Nevada on June 26, 1998. On June 20, 2006, the Company changed its name
from “Dolphin Productions, Inc.” to “Innocom Technology Holdings,
Inc.”





The
Company, through its subsidiaries, is principally engaged in trading and
manufacture of mobile phone handsets and components in Hong Kong and the
People’s Republic of China (“the PRC”).





In
February 2009, the Company has temporarily ceased its planned principal
operation in the manufacturing facility in Changzhou City, Zhejiang Province,
the PRC. Starting from the fourth quarter 2008, global economic conditions have
deteriorated significantly across the countries and the demand for communication
products and components was adversely slowed down. During such challenging
economic times, the Company temporarily discontinued operation in the
manufacture of mobile communication products and components in the PRC. The
Company intends to continue to operate the manufacturing facility depending upon
the market recovery condition and demands from the customers.





INCM and
its subsidiaries are hereinafter referred to as (the “Company”).




NOTE-3 GOING
CONCERN UNCERTAINTIES





The
accompanying condensed consolidated financial statements have been prepared
using the going concern basis of accounting, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of
business.





For the
six months ended June 30, 2010, the Company has experienced a net loss of
$116,106 with an accumulated deficit of $11,563,286 as of that date. The
continuation of the Company as a going concern through June 30, 2011 is
dependent upon the continuing financial support from its stockholders.
Management believes this funding will continue, and is also actively seeking new
investors. Management believes the existing stockholders will provide the
additional cash to meet the Company’s obligations as they become due, and will
allow its planned principal business to commence and assembly the production
lines of mobile handsets and components in the PRC.





These
factors raise substantial doubt about the Company’s ability to continue as a
going concern. These condensed consolidated financial statements do not include
any adjustments to reflect the possible future effects on the recoverability and
classification of assets and liabilities that may result in the Company not
being able to continue as a going concern.




F-6


INNOCOM
TECHNOLOGY HOLDINGS, INC.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE SIX MONTHS ENDED JUNE 30, 2010
 (Currency
expressed in United States Dollars (“US$”))
 (Unaudited)


NOTE-4 SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES





The
accompanying condensed consolidated financial statements reflect the application
of certain significant accounting policies as described in this note and
elsewhere in the accompanying condensed consolidated financial statements and
notes.





l
            Use
      of estimates





In
preparing these condensed consolidated financial statements, management makes
estimates and assumptions that affect the reported amounts of assets and
liabilities in the balance sheets and revenues and expenses during the periods
reported. Actual results may differ from these estimates.





l
            Basis
      of consolidation





The
condensed consolidated financial statements include the financial statements of
INCM and its subsidiaries. All significant inter-company balances and
transactions within the Company have been eliminated upon
consolidation.





l
            Cash
      and cash equivalents





Cash and
cash equivalents are carried at cost and represent cash on hand, demand deposits
placed with banks or other financial institutions and all highly liquid
investments with an original maturity of three months or less as of the purchase
date of such investments.





l
            Property,
      plant and equipment, net





Property,
plant and equipment are stated at cost less accumulated depreciation and
accumulated impairment losses, if any. Depreciation is calculated on the
straight-line basis (after taking into account their respective estimated
residual values) over the following expected useful lives from the date on which
they become fully operational:





Depreciable
      life
                    
                    Residual
      valuePlant
      and machinery
                    
                    5-10
      years
                    
                    
                    5
                    %Furniture,
      fixtures and office equipment
                    
                    5
      years
                    
                    
                    5
                    %Leasehold
      improvement
                    
                    2
      years
                    
                    
                    0
                    %





Expenditure
for repairs and maintenance is expensed as incurred. When assets have retired or
sold, the cost and related accumulated depreciation are removed from the
accounts and any resulting gain or loss is recognized in the results of
operations.





Depreciation
expense was $1,011 and $789 for the three months ended June 30, 2010 and 2009,
respectively.





Depreciation
expense was $1,852 and $1,577 for the six months ended June 30, 2010 and 2009,
respectively.





l
            Valuation
      of long-lived assets





In
accordance with Accounting Standards Codification (“ASC”) Topic 360-10-5, “Impairment or Disposal of Long-Lived
Assets”, the Company periodically reviews long-lived assets for
impairment whenever events or changes in business circumstances indicate that
the carrying amount of the assets may not be fully recoverable or that the
useful lives are no longer appropriate. Each impairment test is based on a
comparison of the undiscounted cash flows to the recorded value of the asset. If
an impairment is indicated, the asset is written down to its estimated fair
value based on a discounted cash flow analysis. Determining the fair value of
long-lived assets includes significant judgment by management, and different
judgments could yield different results. There has been no impairment as of June
30, 2010.





l
            Revenue
      recognition





The
Company will recognize its revenue in accordance with the ASC Topic 605, "Revenue Recognition".
Revenue will be recognized upon shipment, provided that evidence of an
arrangement exists, title and risk of loss have passed to the customer, fees are
fixed or determinable and collection of the related receivable is reasonably
assured. Revenue will be recorded net of taxes and estimated product returns,
which is based upon the Company's return policy, sales agreements, management
estimates of potential future product returns related to current period revenue,
current economic trends, changes in customer composition and historical
experience.




F-7


INNOCOM
TECHNOLOGY HOLDINGS, INC.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE SIX MONTHS ENDED JUNE 30, 2010
 (Currency
expressed in United States Dollars (“US$”))
 (Unaudited)


l
            Comprehensive
      income or loss





ASC Topic
220,“Comprehensive
Income” establishes standards for reporting and display of comprehensive
income or loss, its components and accumulated balances. Comprehensive income or
loss as defined includes all changes in equity during a period from non-owner
sources. Accumulated comprehensive income or loss, as presented in the
accompanying consolidated statement of stockholders’ deficit consists of changes
in unrealized gains and losses on foreign currency translation. This
comprehensive income or loss is not included in the computation of income tax
expense or benefit.





l
            Income
      taxes





The
provision for income taxes is determined in accordance with the provisions of
ASC Topic 740, “Income
Taxes” (“ASC 740”). Under this method, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax basis. Deferred tax assets and
liabilities are measured using enacted income tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. Any effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.





ASC 740
prescribes a comprehensive model for how companies should recognize, measure,
present, and disclose in their financial statements uncertain tax positions
taken or expected to be taken on a tax return. Under ASC 740, tax positions must
initially be recognized in the financial statements when it is more likely than
not the position will be sustained upon examination by the tax authorities. Such
tax positions must initially and subsequently be measured as the largest amount
of tax benefit that has a greater than 50% likelihood of being realized upon
ultimate settlement with the tax authority assuming full knowledge of the
position and relevant facts.





The
Company did not have any unrecognized tax positions or benefits and there was no
effect on the financial condition or results of operations for the six months
ended June 30, 2010. The Company and its subsidiaries are subject to local and
various foreign tax jurisdictions. The Company’s tax returns remain open subject
to examination by major tax jurisdictions.





l
            Net
      loss per share





The
Company calculates net loss per share in accordance with ASC Topic 260“Earnings per Share”. Basic
loss per share is computed by dividing the net loss by the weighted-average
number of common shares outstanding during the period. Diluted loss per share is
computed similar to basic loss per share except that the denominator is
increased to include the number of additional common shares that would have been
outstanding if the potential common stock equivalents had been issued and if the
additional common shares were dilutive.





l
            Foreign
      currencies translation





Transactions
denominated in currencies other than the functional currency are translated into
the functional currency at the exchange rates prevailing at the dates of the
transaction. Monetary assets and liabilities denominated in currencies other
than the functional currency are translated into the functional currency using
the applicable exchange rates at the balance sheet dates. The resulting exchange
differences are recorded in the statement of operations.





The
reporting currency of the Company is United States Dollars ("US$"). The
Company’s subsidiaries operating in Hong Kong and the PRC maintained their books
and records in their local currency, Hong Kong Dollars ("HK$") and Renminbi Yuan
(“RMB”), which are functional currencies as being the primary currency of the
economic environment in which these entities operate.





In
general, assets and liabilities are translated into US$, in accordance with ASC
Subtopic 830-30 “Translation
of Financial Statement”, using the exchange rate on the balance sheet
date. Revenues and expenses are translated at average rates prevailing during
the period. The gains and losses resulting from translation of financial
statements of foreign subsidiaries are recorded as a separate component of
accumulated other comprehensive income within the statement of stockholders’
equity.




F-8




INNOCOM
TECHNOLOGY HOLDINGS, INC.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE SIX MONTHS ENDED JUNE 30, 2010
 (Currency
expressed in United States Dollars (“US$”))
 (Unaudited)


Translation
of amounts from HK$ into US$1 has been made at the following exchange rates for
the respective period:





June
      30, 2010
                  
                  
                  June
      30, 2009Period-end
      RMB:US$1 exchange rate
                  
                  
                  6.8086
                  
                  
                  
                  6.8249Average
      period RMB:US$1 exchange rate
                  
                  
                  6.8348
                  
                  
                  
                  6.8226Period-end
      HK$:US$1 exchange rate
                  
                  
                  7.7847
                  
                  
                  
                  7.7504Average
      period HK$:US$1 exchange rate
                  
                  
                  7.7717
                  
                  
                  
                  7.7530





l
            Related
      parties





Parties,
which can be a corporation or individual, are considered to be related if the
Company has the ability, directly or indirectly, to control the other party or
exercise significant influence over the other party in making financial and
operating decisions. Companies are also considered to be related if they are
subject to common control or common significant influence.





l
            Segment
      reporting





ASC Topic
280, “Segment Reporting”establishes standards for reporting information about operating segments
on a basis consistent with the Company’s internal organization structure as well
as information about geographical areas, business segments and major customers
in the financial statements. The Company operates one reportable segment in Hong
Kong.





l
            Fair
      value measurement





ASC Topic
820 “Fair Value Measurements
and Disclosures” ("ASC 820") establishes a new framework for measuring
fair value and expands related disclosures. Broadly, ASC 820 framework requires
fair value to be determined based on the exchange price that would be received
for an asset or paid to transfer a liability (an exit price) in the principal or
most advantageous market for the asset or liability in an orderly transaction
between market participants. ASC 820 establishes a three-level valuation
hierarchy based upon observable and non-observable inputs. These tiers include: Level 1, defined as
observable inputs such as quoted prices in active markets; Level 2, defined as
inputsother than quoted
prices in active markets that are either directly or indirectly observable; and
Level 3, defined as unobservable inputs in which little or no market data
exists, therefore requiring an entity to develop its own
assumptions.





For
financial assets and liabilities, fair value is the price the Company would
receive to sell an asset or pay to transfer a liability in an orderly
transaction with a market participant at the measurement date. In the absence of
active markets for the identical assets or liabilities, such measurements
involve developing assumptions based on market observable data and, in the
absence of such data, internal information that is consistent with what market
participants would use in a hypothetical transaction that occurs at the
measurement date.





l
            Financial
      instruments





Cash and
cash equivalents, prepayments and other receivables, accounts payable, amount
due to a related party, other payables and accrued liabilities, are carried at
cost which approximates fair value.





l
            Recent
      accounting pronouncements





The
Company has reviewed all recently issued, but not yet effective, accounting
pronouncements and do not believe the future adoption of any such pronouncements
may be expected to cause a material impact on its financial condition or the
results of its operations, as follows:





In
September 2009, the Financial
Accounting Standard Board (“FASB”) issued certain amendments as
codified in ASC Topic 605-25, “Revenue Recognition;
Multiple-Element Arrangements.” These amendments provide clarification on
whether multiple deliverables exist, how the arrangement should be separated,
and the consideration allocated. An entity is required to allocate revenue in an
arrangement using estimated selling prices of deliverables in the absence of
vendor-specific objective evidence or third-party evidence of selling price.
These amendments also eliminate the use of the residual method and require an
entity to allocate revenue using the relative selling price method.  The
amendments significantly expand the disclosure requirements for
multiple-deliverable revenue arrangements. These provisions are to be applied on
a prospective basis for revenue arrangements entered into or materially modified
in fiscal years beginning on or after June 15, 2010, with earlier application
permitted. The Company will adopt the provisions of these amendments in its
fiscal year 2011 and is currently evaluating the impact of these amendments to
its consolidated financial statements.




F-9




INNOCOM
TECHNOLOGY HOLDINGS, INC.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE SIX MONTHS ENDED JUNE 30, 2010
 (Currency
expressed in United States Dollars (“US$”))
 (Unaudited)


In March
2010, the FASB issued AccountingStandards Update (“ASU”) 2010-11, “Derivatives and Hedging (Topic 815)
— Scope Exception Related to Embedded Credit Derivatives.” ASU 2010-11
clarifies that the only form of an embedded credit derivative that is exempt
from embedded derivative bifurcation requirements are those that relate to the
subordination of one financial instrument to another. As a result, entities that
have contracts containing an embedded credit derivative feature in a form other
than such subordination may need to separately account for the embedded credit
derivative feature. The provisions of ASU 2010-11 will be effective on July 1,
2010 and are not expected to have a significant impact on the Company’s
consolidated financial statements.





In April 2010, the FASB issued ASU
2010-13,Compensation–Stock Compensation
(Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment
Award in the Currency of the Market in Which the Underlying Equity Security
Trades. ASU 2010-13
provides guidance on the classification ofa share-based payment award as either
equity or a liability. A share-based payment that contains a condition that is
not a market, performance, or service condition is required to be classified as
a liability. ASU 2010-13 is effective for fiscal years, andinterim periods within those fiscal
years, beginning on or afterDecember 15, 2010and is not expected to have a
significant impact on the Company’s financial statements.





In May 2010, the FASB issuedASU2010-19,Foreign Currency
(Topic 830): Foreign Currency Issues:
Multiple Foreign Currency Exchange Rates. The amendments inASU 2010-19are effective as of the announcement
date ofMarch 18,
2010. The Company does not
expect the provisions of ASU 2010-19 to have a material effect on the financial
position, results of
operations or cash flows of the Company.





In July
2010, the FASB issued new accounting guidance that will require additional
disclosures about the credit quality of loans, lease receivables and other
long-term receivables and the related allowance for credit losses. Certain
additional disclosures in this new accounting guidance will be effective for the
Company on December 31, 2010 with certain other additional disclosures that will
be effective on March 31, 2011. The Company does not expect the adoption of this
new accounting guidance to have a material impact on its consolidated financial
statements.




NOTE-5 AMOUNT
DUE TO A RELATED PARTY





As of
June 30, 2010, a balance of $4,618,141 due to a director and a major shareholder
of the Company, Mr. William Hui, represented temporary advance to the Company
which was unsecured, interest-free with no fixed repayment term.




NOTE-6 INCOME
TAXES





The
Company operates in various countries: United States, British Virgin Island,
Hong Kong and the PRC that are subject to taxes in the jurisdictions in which
they operate, as follows:





United
States of America





The
Company is registered in the State of Nevada and is subject to United States
current tax law.





British
Virgin Island





Under the
current BVI law, the Company is not subject to tax on income.





Hong
Kong





For the
six months ended June 30, 2010, no provision for Hong Kong Profits Tax is
provided for since the Company’s income neither arises in, nor is derived from
Hong Kong under its applicable tax law.




F-10


INNOCOM
TECHNOLOGY HOLDINGS, INC.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE SIX MONTHS ENDED JUNE 30, 2010
 (Currency
expressed in United States Dollars (“US$”))
 (Unaudited)


The
PRC





With
effect from January 1, 2008, the Company is subject to the unified income rate
of 25% on the taxable income. For the six months ended June 30, 2010, the
Company generated net operating losses and accordingly, no provision for income
tax has been recorded.




NOTE-7 COMMITMENTS
AND CONTINGENCIES





The
Company currently does not have any formal rent agreements. The Company recorded
and paid rent expense at the current market fair value on a monthly basis under
the lease agreement signed by a related party, which was controlled by the
director and major shareholder of the Company.





Costs
incurred under this operating lease are recorded as rental expense and totaled
approximately $33,844 and $67,938 for the six months ended June 30, 2010 and
2009, respectively.





F-11





ITEM 2.
            MANAGEMENTS DISCUSSIONANDANALYSIS OF FINANCIAL CONDITION
      ORPLANOF
    OPERATION





The following review concerns three
months ended June 30, 2010and June 30, 2009, and six months ended June 30,
2010and June 30, 2009, which should be read in conjunction
with the financial statements and notes thereto presented in the Form
10-K.





ForwardLooking Statements





The information in this discussion
contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. These forward-looking statements involve risks and
uncertainties, including statements regarding our capital needs, business
strategy and expectations. Any statements contained herein that are not
statements of historical facts may be deemed to be forward-looking
statements.In some cases, you can identify
forward-looking statements by terminology such as "may", "will", "should",
"expect", "plan", "intend", "anticipate", "believe", "estimate", "predict",
"potential" or "continue", the negative of such terms or other
comparableterminology. Actual events or results
may differ materially. We disclaim any obligation to publicly update these
statements, or disclose any difference between its actual results and those
reflected in these statements. The information constitutes forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995.





History





Innocom Technology Holdings, Inc. (the
“Company”or “INCM”) was incorporated in the State ofNevadaonJune 26, 1998.




OnJune 20, 2006, the Companychanged its name from “Dolphin Productions, Inc.”to “Innocom Technology Holdings,
Inc.”





OnJanuary 19, 2007, Changzhou Innocom Communication
Technology Limited is incorporated and registered in the People’s Republic ofChina(“the PRC”).





OnMay 16, 2007, the Company purchased a 10 years
mobile phone manufacturing license in a consideration of RMB45 million
(approximately $5,770,000) and annual license fee of RMB500,000 (approximately
$64,000).





OnMay 8, 2008, the Company completed the
establishment of anew
subsidiary, Changzhou Innocom Communication Technology Limited in the PRC upon
the approval of its local government.





Overview and Future Plan of
Operations





In February 2009, the Company determined
to have a temporary closure in the manufacturing facility inChangzhou City,ZhejiangProvince, the PRC. Starting from the
fourth quarter 2008, global economic conditions have deteriorated significantly
across the countries and the demand for communication products and components
was adversely slowed down.During such challenging economic times,
the Company has discontinued operation in the manufacture of mobile
communication products and components in the PRC. However, the Company did not
intend to dispose by sale and may continue to operate the manufacturing facility depending upon the market
recovery condition in the next 12 months.




4




Revenue





As a result of temporary discontinue of
business and operation in the manufacture of mobile communication products and
components in the PRC, no revenue is recorded during both three and six months
endedJune 30,
2010.





Cost of Sales





As a result of temporary discontinue of
business and operation in the manufacture of mobile communication products and
components in the PRC, no cost of sale is recorded during both three and six months endedJune 30, 2010.




Administrative
Expenses





Administrative expenses mainly included
office rental charges, salaries and professional fee.





Below table sets out the components of
non-cash items:





Three Months ended June
      30,
                
                
                Six Months ended June
      30,2010
                
                
                2009
                
                
                2010
                
                
                2009Depreciation
                
                $
                1,011
                
                
                $
                789
                
                
                $
                1,852
                
                
                $
                1,577





The depreciation policy adopted in for
the fiscal year 2010was consistent with that adopted in
2009.





Net Loss





During the three months ended June 30, 2010, we
experienced a net loss of $29,177 compared to a net loss of
$87,999 for three months endedJune30, 2009.Net loss for the six months endedJune 30, 2010was $116,106compared to net loss of $203,787for the six months endedJune 30, 2009. Loss of both periods is attributable
to the significant deteriorated environment and the challenging economic crisis
of the periods.   .





Trends, Events, and
Uncertainties





OnMay 8, 2008, we have completed the establishment of
a newsubsidiary, Changzhou
Innocom Communication Technology Limited inChangzhou,JiangsuProvince,Chinaupon the approval of its local
government. Trial assembling of mobile phones has been completed. We will
assemble mobile phones under the purchased trademark namely “Tsinghua Unisplendour”and other mobile phone components on
OEM basis. On August 13, 2008, this subsidiary has entered into an annual
assembling service agreement for a brand-name mobile phone manufacturer on OEM
basis.However, starting
fromthe fourth quarterof2008, global economic conditions have
deteriorated significantly across the countries and the demand for communication
products and components was adversely slowed down. During challenging economic
times, the Company determined to discontinue operation in the manufacture of
mobile communication products and components in February 2009.We expect to start assembling service inthe fourthquarter of 2010.




5




Liquidity and Capital Resources for Six
Months EndedJune 30,
2010and 2009





Cash flows from operating
activities





We experienced negative cash flows used
in operations in the amount of $135,033for six months endedJune 30, 2010as compared with negative cash flow
used in the operations in the amount of $202,799for six monthsendedJune 30, 2009.





Cash flows from investing
activities





During six months endedJune 30, 2010,we purchased $5,135 plant and
equipment.





During six months endedJune 30, 2009, there are no investment
activities.





Cash flows from financing
activities





During six months endedJune 30, 2010, we experienced positive cash flow
advanced from a related party in the amount of $169,790.





During six months endedJune 30, 2009,we experienced positive cash flow
advanced from a related party in the amount of $193,091.





Liquidity





On a long-term basis, our liquidity will
be dependent on establishing profitable operations, receipt of revenues,
additional infusions of capital and additional financing. If necessary, we may
raise capital through an equity or debt offering. The funds raised from this offering
will be used to develop and execute our business plan. However, there can be no
assurance that we will be able to obtain additional equity or debt financing in
the future, if at all. If we are unable to raise additional capital, our growth potential will be
adversely affected. Additionally, we will have to significantly modify our
plans.





Critical Accounting
Policies





The financial statements are prepared in
accordance with accounting principles generally accepted in the U.S., which requires us to make
estimates and assumptions in certain circumstances that affect amounts reported
in the accompanying financial statements and related footnotes. In preparing
these financial statements, management has made its best estimates and judgments of certain amounts
included in the financial statements, giving due consideration to materiality.
We do not believe there is a great likelihood that materially different amounts
would be reported related to the accounting policies described below. However, application of these
accounting policies involves the exercise of judgment and use of assumptions as
to future uncertainties and, as a result, actual results could differ from these
estimates.





Details of critical accounting policies
areset out in notes to the
financial statements included in Item 1.




6




Employees





As ofJune 30, 2010, we had approximately 5 full-time
employees employed inHong
Kong. From time to time we
employ independent contractors to support our production, engineering, marketing, and sales
departments.





Website Access to ourSECReports





Our Internet website address is
www.innocomtechnology.com. Through our Internet website, we will make available,
free of charge, the following reports as soon as reasonably practicable after electronically filing
them with, or furnishing them to, theSEC: our Annual Reports on Form 10-K; our
Quarterly Reports on Form 10-Q; our Current Reports on Form 8-K; and amendments
to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). Our Proxy Statements for our Annual
Stockholder Meetings are also available through our Internet website. Our
Internet website and the information contained therein or connected
thereto are not intended to be
incorporated into this Annual Report on Form 10-K.





You may also obtain copies of our
reports without charge by writing to:





Attn: Investor
Relations


Suite901,Sun Hung KaiCentre


30 HarbourRoad


Wanchai,Hong Kong, PRC





The public may also read and copy any
materials filed with theSECat theSEC's Public Reference Room at100 F Street, N.E.,Washington,D.C.20549, or through theSECwebsite at www.sec.gov. The Public
Reference Room may be contact at (800)SEC-0330. You mayalso access our other reports via that
link to theSECwebsite.





ITEM
3.        QUANTITATIVEANDQUALITATIVE DISCLOSURES ABOUT MARKET
RISK.





Foreign Exchange
Risk





While our reporting currency is the U.S.
Dollar, all of our consolidated revenues and consolidated costs and expenses are
denominated in Renminbi. All of our assets are denominated in RMB except for
cash. As a result, we are exposed to foreign exchange risk as our revenues and
results of operations may be affected by fluctuations in the exchange rate between U.S. Dollars and RMB.
If the RMB depreciates against the U.S. Dollar, the value of our RMB revenues,
earnings and assets as expressed in our U.S. Dollar financial statements will
decline. We have not entered into any hedging transactionsin an effort to reduce our exposure to
foreign exchange risk.





Inflation





Inflationary factors such as increases
in the cost of our product and overhead costs may adversely affect our operating
results. Although we do not believe that inflation has had a material impact on our financial position
or results of operations to date, a high rate of inflation in the future may
have an adverse effect on our ability to maintain current levels of gross margin
and selling, general and administrative expenses as a percentage of net revenues if the selling
prices of our products do not increase with these increased
costs.




7





ITEM
4T.     CONTROLSANDPROCEDURES.





Evaluation of Disclosure Controls and
Procedures.





Based on an evaluation under the
supervision and with the
participation of management, our Chief Executive Officer and Chief Financial
Officer have concluded that our disclosure controls and procedures as defined in
Section 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended("Exchange  Act") were
effective as of June 30, 2010to ensure that information required to
be disclosed by us in reports that we file or submit under the Exchange Act is
(i) recorded, processed, summarized and reported within the time periods
specified inthe Securities
and Exchange Commission rules and forms and (ii) accumulated and communicated to
our management, including our Chief Executive Officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding required
disclosure.





Changes in Internal Control over Financial
Reporting





There were no changes in our internal
control over financial reporting during the quarter endedJune 30, 2010, which were identified in connection
with management's evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the
Exchange Act, that have materially affected, or are reasonably likely to
materially affect, our internal control over financial
reporting.





PART II - OTHER
INFORMATION





ITEM
1.        LEGAL
PROCEEDINGS





We are not involved in any material pending legal
proceedings at this time, and management is not aware of any contemplated
proceeding by any governmental authority.





ITEM
1A.     RISK FACTORS





N/A





ITEM
2.        UNREGISTERED SALES OF EQUITY
SECURITIESANDUSEOF PROCEEDS





None.





ITEM
3.        DEFAULTS UPON SENIOR
SECURITIES





None.





ITEM 4.SUBMISSION OF MATTERS
TO A VOTE OF SECURITY HOLDERS





None.





ITEM
5.        OTHER
INFORMATION





None.




8




ITEM
6.        EXHIBITS





INDEX TO EXHIBITS


OF


INNOCOM TECHNOLOGY HOLDINGS,
INC.





31.1
            Rule 13a-14 (a)/15d-14 (a)
      Certification of Chief Executive Officer31.2
            Rule 13a-14 (a)/15d-14 (a)
      Certification of Chief Financial Officer32.1
            Section 1350 Certification of
      Chief Executive Officer32.2
            Section 1350 Certification of
      Chief Financial Officer




9





SIGNATURES





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





INNOCOM
      TECHNOLOGY HOLDINGS, INC./s/ William Yan Sui
      HuiDated:August 12, 2010
            William Yan Sui Hui, Chief
      Executive Officer
              (Principal executive
      officer)





/s/ Cheung Wai Hung,
      EddieDated:August 12, 2010
            Cheung Wai Hung, Eddie, Chief
      Financial Officer
              (Principal financial
      officer)




10