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**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549


**FORM
      10-QSB**


(Mark
      One)





x
      QUARTERLY REPORT UNDER
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For
      the
      quarterly period ended **March
      31, 2006**





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


For
      the
      transition period from ______________ to _____________





Commission
      file number **0-50164**





**DOLPHIN
      PRODUCTIONS, INC.** ****


(Exact
      name of small business issuer as specified in its charter)




**Nevada**
              
              **87-0618756**(State
                  or other jurisdiction of
                  incorporation or organization)
              
              (IRS
                  Employer Identification
                  No.)








**Unit
      3, 25/F., Global Gateway, 98 Wang Lung Street, Tsuen Wan, Hong
      Kong**


(Address
      of principal executive offices)





**011-8522-827-6288**


(Issuer’s
      telephone number)





(Former
      name, former address and former fiscal year, if changed since last
      report)





Check
      whether the issues (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





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      13b-2 of the Exchange Act). Yes o
      No x





**APPLICABLE
      ONLY TO ISSUERS INVOLVED IN BANKRUPTCY**


**PROCEEDINGS
      DURING THE PRECEDING FIVE YEARS**





Check
      whether the registrant filed all documents and reports required to be filed
      by
      Section 12, 13, or 15(d) of the Exchange Act after the distribution of
      securities under a plan confirmed by a court. Yes o
      No o





**APPLICABLE
      ONLY TO CORPORATE ISSUES**





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date:





**As
      of May 11, 2006 there were 32,932,500** **shares of $.001 par
      value common stock issued and outstanding**





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





SEC2334(9-05)  **Persons
      who are to respond to the collection of information contained in this form
      are** **not
      required to respond unless the form displays a currently valid OMB control**


**number.**


1


FORM
      10-QSB


DOLPHIN
      PRODUCTIONS, INC.


INDEX





PagePART
                I.
            Financial
                InformationItem 1.
               Unaudited Financial Statements
            3Balance
              Sheets - March 31, 2006 and September 30, 2005
            3Unaudited Condensed Statements of Operations
                for
                the Three Months Ended March 31, 2006 and 2005, and for the
              Cumulative periodThrough
                March 31, 2006
            4Unaudited Condensed Statements of Cash Flows
                for
                the Three Months Ended March 31, 2006 and 2005, and for the
              Cumulative periodThrough
                March 31, 2006
            5-6Notes to
              Unaudited Financial Statements
            7-12Item
              2.  Management’s Discussion and Analysis of Financial Condition or
              Plan of Operation
            13Item 3.
               Controls and Procedures
            24PART
              II.
            Other
              InformationItem 2.
              Unregistered Sales of Equity Securities and Use of Proceeds
            24Item
              6.  Exhibits and Reports on Form 8-K
            24Signatures
            25





(Inapplicable
      items have been omitted)


2


**PART
      I. FINANCIAL INFORMATION**





**ITEM
      1.  Financial Statements (unaudited)**


**DOLPHIN
      PRODUCTIONS, INC.**


**[A
      Development Stage Company]**




**UNAUDITED
      CONDENSED BALANCE SHEETS**





March
                31, 2006
            
            September
                30, 2005$
            
            
            $**ASSETS**Current
                assetsCash
                and cash equivalents
            
            
            23,769
            
            
            10,683Accounts
                receivable
            
            
            9,730,369
            
            
            -Inventories
            
            
            246,611
            
            
            -Advances
                to suppliers
            
            
            187,215
            
            
            -Other
                receivables
            
            
            660,025
            
            
            -Total
                current assets
            
            
            10,847,989
            
            
            10,683Plant
                and equipment, net
            
            
            720,169
            
            
            -**TOTAL
                ASSETS**
            
            
            11,568,158
            
            
            10,683**LIABILITIES
                AND STOCKHOLDER’S EQUITY**Current
                liabilitiesAccounts
                payable
            
            
            226,683
            
            
            -Receipt
                in advances
            
            
            455,201
            
            
            -Accrued
                liabilities
            
            
            97,395
            
            
            -Other
                payables
            
            
            1,550,992
            
            
            -Taxes
                payable
            
            
            1,037,328
            
            
            159Total
                current liabilities
            
            
            3,367,599
            
            
            159Advance
                from a related party
            
            
            2,838,569
            
            
            -**TOTAL
                LIABILITIES**
            
            
            6,206,168
            
            
            159


**STOCKHOLDER’S
                EQUITY**Common
                stock
            
            
            32,933
            
            
            770Accumulated
                other comprehensive income
            
            
            5,385,057
            
            
            55230Retained
                deficits
            
            
            (56,000
            )
            
            (45,476
            )Total
                stockholder’s equity
            
            
            5,361,990
            
            
            10,524**TOTAL
                LIABILITIES AND STOCKHOLDER’S****EQUITY**
            
            
            11,568,158
            
            
            10,683




The
      accompanying notes are an integral part of these financial
      statements.


3


**DOLPHIN
      PRODUCTIONS, INC.**


**[A
      Development Stage Company]**





**UNAUDITED
      CONDENSED STATEMENTS OF OPERATIONS**




From
                InceptionFor
                the Three
            
            For
                the Six
            
            on
                  June 26,Months
                Ended
            
            Months
                Ended
            
            1998
                ThroughMarch
                31,
            
            March
                31,
            
            March 31,2006
            
            2005
            
            2006
            
            2005
            
            2006$
            
            
            $
            
            
            $
            
            
            $
            
            
            $**REVENUE**
            
            
            -
            
            
            675
            
            
            -
            
            
            675
            
            
            39,091**COST
              OF GOODS
              SOLD**
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            300**GROSS
              PROFIT**
            
            
            **-**
            
            
            -
            
            
            -
            
            
            -
            
            
            38,791**EXPENSES:**Selling
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            4,561General
              and
              administrative
            
            
            7,254
            
            
            1,863
            
            
            10,524
            
            
            4,302
            
            
            89,922Total
              Expenses
            
            
            7,254
            
            
            1,863
            
            
            10,524
            
            
            4,302
            
            
            94,483**LOSS
              BEFORE OTHER INCOME
              (EXPENSE)**
            
            
            (7,254
            )
            
            (1,188
            )
            
            (10,524
            )
            
            (3,627
            )
            
            (55,692
            )**OTHER
              INCOME (EXPENSE)**Interest
              revenue
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            11Interest
              expense
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (25
            )Total
              Other Income (Expense)
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (14
            )**LOSS
              BEFORE INCOME
              TAXES**
            
            
            (7,254
            )
            
            (1,188
            )
            
            (10,524
            )
            
            (3,627
            )
            
            (55,706
            )**CURRENT
              TAX EXPENSE
              (BENEFIT)**
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            294**DEFERRED
              TAX EXPENSE
              (BENEFIT)**
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -**NET
              LOSS**
            
            
            (7,254
            )
            
            (1,188
            )
            
            (10,524
            )
            
            (3,627
            )
            
            (56,000
            )**LOSS
              PER COMMON
              SHARE**
            
            
            (.00
            )
            
            (.00
            )
            
            (.00
            )
            
            (.00
            )
            
            (.08
            )




The
      accompanying notes are an integral part of these financial
      statements.


4





**DOLPHIN
      PRODUCTIONS, INC.**


**[A
      Development Stage Company]**





**UNAUDITED
      CONDENSED STATEMENTS OF CASH FLOWS**




From
                InceptionFor
                the Six
            
            on
                June 26,Months
                Ended
            
            1998
                ThroughMarch
                31,
            
            March
                31,2006
            
            2005
            
            2006$
            
            $
            
            $**Cash
              Flows from Operating Activities:**Net
              loss
            
            
            (10,524
            )
            
            (3,627
            )
            
            (56,000
            )Adjustments
              to reconcile net loss to net cashused
              by operating
              activities:Non-cash
              expense for
              services rendered
            
            
            -
            
            
            -
            
            
            5,000Changes
              in assets and
              liabilities:Increase
              (decease) in
              accounts payable
            
            
            -
            
            
            (1,357
            )
            
            -Increase
              (decrease) in
              Utah sales tax payable
            
            
            (159
            )
            
            -
            
            
            -Net
              Cash (Used) by Operating Activities
            
            
            (10,683
            )
            
            (7,933
            )
            
            (51,000
            )**Cash
              Flows from Investing
              Activities**Acquisition
              of subsidiary companies (net of
              acquired cash)
            
            
            23,769
            
            
            -
            
            
            -Net
              Cash Provided by Investing Activities
            
            
            23,769
            
            
            -
            
            
            -**Cash
              Flows from Financing Activities:**Proceeds
              from issuance of common
              stock
            
            
            -
            
            
            -
            
            
            51,000Net
              Cash Provided by Financing Activities
            
            
            -
            
            
            -
            
            
            51,000**Net
              Increase (Decrease) in Cash and
              Cash Equivalents**
            
            
            13,086
            
            
            (7,933
            )
            
            -**Cash
              and Cash Equivalents at
              Beginning of Period**
            
            
            10,683
            
            
            21,002
            
            
            -**Cash
              and Cash Equivalents at End of
              Period**
            
            
            23,769
            
            
            13,069
            
            
            -**Supplemental
              Disclosures of Cash Flow Information:**Cash
              paid during the period for:Interest
            
            
            -
            
            
            -
            
            
            -Income
              taxes
            
            
            -
            
            
            -
            
            
            1,024




The
        accompanying notes are an integral part of these financial
        statements.





5


Supplemental
      Schedule of Non-cash Investing
      and Financing Activities:


For
      the six months ended March 31, 2006, the Company
      issued 32,162,500 to acquire entire increase in Innocom Technology Holdings
      Limited. The effect
      of
      net assets acquired is summarized as below.




$Net
                assets acquiredCash
                and cash equivalents
            
            
            23,769Accounts
                receivable
            
            
            9,730,369Inventories
            
            
            246,611Advances
                to suppliers
            
            
            187,215Other
                receivables
            
            
            660,025Plant
                and equipment, net
            
            
            720,169Accounts
                payable
            
            
            (226,683
            )Receipt
                in advances
            
            
            (455,201
            )Accrued
                liabilities
            
            
            (97,395
            )Other
                payables
            
            
            (1,550,992
            )Taxes
                payable
            
            
            (1,037,328
            )Advance
                from a related party
            
            
            (2,838,569
            )5,361,990Settled
                by issuance of new shares
            
            
            5,361,990





For
      the
      six months ended March 31, 2005:


None




The
      accompanying notes are an integral part of these financial
      statements.


6


**DOLPHIN
      PRODUCTIONS, INC.**


[ *A
      Development Stage Company* ]





**NOTES
      TO UNAUDITED CONDENSED FINANCIAL STATEMENTS**





**NOTE
      1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





**Organization
      -** Dolphin
      Productions, Inc. (“the Company”) was organized under the laws of the State of
      Nevada on June 26, 1998. The Company has, at the present time, not paid any
      dividends and any dividends that may be paid in the future will depend upon
      the
      financial requirements of the Company and other relevant factors.





**Condensed
      Financial Statements -** The
      accompanying financial statements have been prepared by the Company without
      audit. In the opinion of management, all adjustments (which include only normal
      recurring adjustments) necessary to present fairly the financial position,
      results of operations and cash flows at March 31, 2006 and 2005 and for the
      periods then ended have been made.





Certain
      information and footnote disclosures normally included in financial statements
      prepared in accordance with generally accepted accounting principles in the
      United States of America have been condensed or omitted. It is suggested that
      these condensed financial statements be read in conjunction with the financial
      statements and notes thereto included in the Company’s September 30, 2005
      audited financial statements. The results of operations for the periods ended
      March 31, 2006 and 2005 are not necessarily indicative of the operating results
      for the full year.





**Fiscal
      Year -** The
      Company’s fiscal year-end is September 30th.





**Consolidation
      -** The
      consolidated financial statements include the accounts of the Company and its
      subsidiaries (the Group). Significant intercompany transactions have been
      eliminated in consolidation. Investments in which the company has a 20 percent
      to 50 percent voting interest and where the company exercises significant
      influence over the investee are accounted for using the equity
      method.





As
      of
      March 31, 2006, the particulars of the subsidiaries are as follows:





***Place
                of***
            
            ***Date
                of***
            
            ***Attributable***
            
            ***Issued******Name
                of company***
            
            ***incorporation***
            
            ***incorporation***
            
            ***equity
                interest %***
            
            ***capital***Innocom
                Technology Holdings
            
            British
                Virgin
            
            July
                12, 2005
            
            100
            
            US$1Limited
            
            IslandsChinarise
                Capital
            
            British
                Virgin
            
            January
                28, 2003
            
            100
            
            US$1(International)
                Limited (CCIL)
            
            IslandsNext
                Giant International
            
            British
                Virgin
            
            August
                5, 2004
            
            100
            
            US$1Limited
            
            IslandsBeijing
                Unismobile
            
            People’s
            
            September
                11, 2002
            
            100
            
            RMB20,000,000Communication
                Technology
            
            Republic
                ofCo.,
                Ltd.(BUCTCL)
            
            China





**Use
      of estimates -** In
      preparing of the financial statements in conformity with accounting principles
      generally accepted in the United States of America, management makes estimates
      and assumptions that affect the reported amounts of assets and liabilities
      and
      disclosures of contingent assets and liabilities at the dates of the financial
      statements, as well as the reported amounts of revenues and expenses during
      the
      reporting period. These accounts and estimates include, but are not limited
      to,
      the valuation of accounts receivable, inventories,  deferred
      income taxes and the estimation on useful lives of plant and machinery. Actual
      results could differ from those estimates.


7


**Accounts
      receivable** - The
      Group extends unsecured credit to customers in the normal course of business
      and
      does not accrue interest on trade accounts receivable.





During
      the reporting period, the Group had no bad debt experience and did not make
      any
      allowance for doubtful debts.





**Inventories** -
      Inventories are stated at the lower of cost or market with cost determined
      on a
      first-in, first-out basis.





During
      the reporting year, the Group did not make any allowance for
      inventories.





**Foreign
      currency translation** - The
      Group maintains its financial statements in the functional currency. Monetary
      assets and liabilities denominated in currencies other than the functional
      currency are translated into the functional currency at rates of exchange
      prevailing at the balance sheet dates. Transactions denominated in currencies
      other than the functional currency are translated into the functional currency
      at the exchanges rates prevailing at the dates of the transaction. Exchange
      gains or losses arising from foreign currency transactions are included in
      the
      determination of net income for the respective periods.





For
      financial reporting purposes, the financial statements of the Group which are
      prepared using the functional currency have been translated into United States
      dollars ( US$) .
      Assets
      and liabilities are translated at the exchange rates at the balance sheet dates
      and revenue and expenses are translated at the average exchange rates and
      stockholders’ equity is translated at historical exchange rates. Any translation
      adjustments resulting are not included in determining net income but are
      included in foreign exchange adjustment to other comprehensive income, a
      component of stockholders’ equity.





The
      functional currency of the CCIL is the Hong Kong Dollar (HKD); whilst the
      functional currency of BUCTCL is the Renminbi (RMB). The financial statements
      are translated into United States dollars from HKD and RMB at year-end exchange
      rates as to assets and liabilities and average exchange rates as to revenues
      and
      expenses. Capital accounts are translated at their historical exchange rates
      when the capital transactions occurred.





The
      RMB
      is not freely convertible into foreign currency and all foreign exchange
      transactions must take place through authorized institutions. No representation
      is made that the RMB amounts could have been, or could be, converted into US$
      at
      the rates used in translation.





**Impairment
      of assets** - The
      Group’s policy is to periodically review and evaluate whether there has been a
      permanent impairment in the value of long-lived assets. Factors considered
      in
      the evaluation include current operating results, trends and anticipated
      undiscounted future cash flows. An impairment loss is recognized to the extent
      that the sum of undiscounted estimated future cash flows that is expected to
      result from the use of the asset, or other measure of fair value, is less than
      the carrying value.





During
      the reporting period, there was no impairment loss.





**Financial
      instrument** - The
      carrying amounts of all financial instruments approximate fair value. The
      carrying amounts of cash, accounts receivable, accounts payable and accrued
      liabilities approximate fair value due to the short-term nature of these items.
      The carrying amounts of borrowings approximate the fair value based on the
      Group’s expected borrowing rate for debt with similar remaining maturities and
      comparable risk.





**Income
      tax** - The
      Group uses the asset and liability method of accounting for income taxes whereby
      deferred taxes are determined based on the temporary differences between the
      financial statements and tax bases of assets and liabilities using enacted
      tax
      rates in effect in the year in which the differences are expected to reverse.
      Valuation allowances are established when necessary to reduce deferred tax
      assets to the amount expected to be realized.





**Revenue
      recognition** -
      Revenues are recognized upon shipment of product, at which time title of goods
      has been transferred to the buyer.


8




**Concentration
      of credit risk** -
      Concentration of credit risk is limited to accounts receivable and is subject
      to
      the financial conditions of major customers. The Group does not require
      collateral or other security to support accounts receivable. The Group conducts
      periodic reviews of its clients’ financial condition and customers’ payment
      practices to minimize collection risk on accounts receivable.





**Cash
      and Cash Equivalents -** The
      Company considers all highly liquid debt investments purchased with a maturity
      of three months or less to be cash equivalents.





**Comprehensive
      Income** -
      Comprehensive income is defined to include all changes in equity except those
      resulting from investments by owners and distributions to owners. Among other
      disclosures, all items that are required to be recognized under current
      accounting standards as components of comprehensive income are required to
      be
      reported in a financial statement that is presented with the same prominence
      as
      other financial statements. The Group’s current component of other comprehensive
      income is the foreign currency translation adjustment.





**Loss
      Per Share -** The
      computation of loss per share is based on the weighted average number of shares
      outstanding during the period presented in accordance with Statement of
      Financial Accounting Standards No. 128, “Earnings Per Share” [ *See
      Note 6* ].





**Recent
      accounting pronouncements** - In May
      2005, the FASB issued a SFAS 154, “Accounting Changes and Error Corrections” to
      replace APB Opinion No. 20, “Accounting Changes” and SFAS 3, “Reporting
      Accounting Changes in Interim statements” requiring retrospective application to
      prior periods financial statements of changes in accounting principle, unless
      it
      is impracticable to determine either the period-specific effects or the
      cumulative effect of the change.  When it is impracticable to determine the
      period-specific effects of an accounting change on one or more individual prior
      periods presented, SFAS 154 requires the new accounting principle be applied
      to
      the balances of assets and liabilities as of the beginning of the earliest
      period for which retrospective application is practicable and that a
      corresponding adjustment be made to the opening balance of retained earnings
      (or
      other appropriate components of equity or net assets in the statement of
      financial position) for that period rather than being reported in an income
      statement.  When it is impracticable to determine the cumulative effect of
      applying a change in accounting principle to all prior periods, SFAS 154
      requires that the new accounting principle be applied as if it were adopted
      prospectively from the earliest date practicable.  The effective date for
      this statement is for accounting changes and corrections of errors made in
      fiscal year beginning after December 15, 2005.




In
      February 2006, the FASB issued a SFAS 155, “Accounting for Certain Hybrid
      Financial Instruments” to amend FASB Consolidated Financial Statements No. 133,
      Accounting for Derivative Instruments and Hedging Activities, and No. 140,
      Accounting for Transfers and Servicing of Financial Assets and Extinguishments
      of Liabilities. This statement permits fair value remeasurement for any hybrid
      financial instrument that contains an embedded derivative that otherwise would
      require bifurcation and eliminate the prohibition on a qualifying
      special-purpose entity from holding a derivative financial instrument that
      pertains to a beneficial interest other than another derivative financial
      instrument.  This statement is effective for all financial instruments
      acquired or issued after the beginning of an entity’s first fiscal year that
      begins after September 15, 2006.




The
      Group
      does not anticipate that the adoption of these two standards will have a
      material impact on these financial statements.





**NOTE
      2 - CAPITAL STOCK**





**Common
      Stock**  **-** During
      June 1998, the Company issued 500,000 shares of its previously authorized but
      unissued common stock for cash of $2,000 (or $.004 per share).





During
      January 1999, the Company issued 20,000 shares of its previously authorized
      but
      unissued common stock for cash of $4,000 (or $.20 per share).




9


During
      September 2004, the Company issued 225,000 shares of its previously authorized
      but unissued common stock for cash of $45,000 (or $.20 per share).





During
      September 2004, the Company issued 25,000 shares of its previously authorized
      but unissued common stock to certain officers and directors of the Company
      for
      services valued at $5,000 (or $.20 per share). The Company issued 7500 shares
      to
      its president/chairman of the board, 5000 shares to a vice-president/director,
      5000 the chief financial officer/director, 5000 shares to the director who
      chairs the audit committee, and 2500 shares to two other officers.





During
      March 2006, the Company issued 32,162,500 shares to acquire entire interest
      in
      Innocom Technology Holdings Limited at net book of $5,361,990. The principal
      activities of Innocom Technology Holdings Limited are provision of design and
      solution for mobile phone, and trading of mobile phone and related components.





**Stock
      Split -** On
      January 15, 1999, the Company effected a five for two common stock split. The
      financial statements, for all periods presented, have been restated to reflect
      the stock split.





**NOTE
      3 - RELATED PARTY TRANSACTIONS**





**Management
      Compensation and Accrued Expenses -** Salary
      expense to the President for the six months ended March 31, 2006 and 2005
      amounted to $0 and $0, respectively.





**Legal
      Services and Accrued Expenses -** During
      the six months ended March 31, 2006 and 2005, respectively, the Company’s
      president provided legal services of $0 and $0, respectively, to the
      Company.





**NOTE
      4 - INCOME TAXES**





The
      Company accounts for income taxes in accordance with Statement of Financial
      Accounting Standards No. 109 “Accounting for Income Taxes”. SFAS No. 109
      requires the Company to provide a net deferred tax asset/liability equal to
      the
      expected future tax benefit/expense of temporary reporting differences between
      book and tax accounting methods and any available operating loss or tax credit
      carry forwards. At March 31, 2006 the Company has available unused operating
      loss carry forwards of approximately $42,300, which may be applied against
      future taxable income and which expires in various years through
      2025.





**NOTE
      5 - LOSS PER SHARE**





The
      following data show the amounts used in computing loss per share:





For
                the three ended March 31,2006
            
            2005Net
                loss available to common shareholders (numerator)
            
            
            (7,254
            )
            
            (1,188
            )Weighted
                average number ofcommon
                shares outstanding
              used
                in loss per share for the period (denominator)
            
            
            770,000
            
            
            770,000





Dilutive
      loss per share was not presented, as the Company had no common stock equivalent
      shares for all periods presented that would affect the computation of diluted
      loss per share.





**NOTE
      6 - ADDITIONAL INFORMATION**





The
      following pro forma consolidated statement of operations is presented for
      illustrative purposes only and is not necessarily indicative revenue and results
      of the operations of the Group that actually would have been achieved has the
      acquisition been completed on January 1, 2006 (Three months ended March 31,
      2005: January 2001, 2005).


10




PRO
      FORMA
      CONSOLIDATED STATEMENT OF OPERATIONS


FOR
      THE
      THREE MONTHS ENDED MARCH 31, 2006 (Stated in US Dollars)




Pro
                forma
            
            Pro
                formaCompany
            
            Innocom
            
            Adjustment
            
            Consolidated$
            
            $
            
            $
            
            $Net
                sales
            
            
            -
            
            
            10,507,316
            
            
            -
            
            
            10,507,316Cost
                of sales
            
            
            -
            
            
            (9,252,817
            )
            
            -
            
            
            (9,252,817
            )Gross
                profit
            
            
            -
            
            
            1,254,499
            
            
            -
            
            
            1,254,499Selling
                and distributing costs
            
            
            -
            
            
            (123,718
            )
            
            -
            
            
            (123,718
            )Administrative
                and other operating expenses
            
            
            (7,254
            )
            
            (88,646
            )
            
            -
            
            
            (95,900
            )Income
                (loss) from operations
            
            
            (7,254
            )
            
            1,042,325
            
            
            -
            
            
            1,034,881Interest
                expenses, net
            
            
            -
            
            
            (335
            )
            
            -
            
            
            (335
            )Income
                (loss) before taxes
            
            
            (7,254
            )
            
            1,041,800
            
            
            -
            
            
            1,034,546Income
                taxes
            
            
            -
            
            
            (172,934
            )
            
            -
            
            
            (172,934
            )Net
                income (loss)
            
            
            (7,254
            )
            
            868,866
            
            
            -
            
            
            861,612Earnings
                per share
            
            
            
            
            
            
            
            
            
            
            
            0.027







PRO
      FORMA
      CONSOLIDATED STATEMENT OF OPERATIONS


FOR
      THE
      THREE ENDED MARCH 31, 2005 (Stated in US Dollars)





Pro
                forma
            
            Pro
                formaCompany
            
            Innocom
            
            Adjustment
            
            Consolidated$
            
            $
            
            $
            
            $Net
                sales
            
            
            675
            
            
            4,882,270
            
            
            -
            
            
            4,882,945Cost
                of sales
            
            
            -
            
            
            (3,405,369
            )
            
            -
            
            
            (3,405,369
            )Gross
                profit
            
            
            675
            
            
            1,476,901
            
            
            -
            
            
            1,477,576Selling
                and distributing costs
            
            
            -
            
            
            (317,995
            )
            
            -
            
            
            (317,995
            )Administrative
                and other operating expenses
            
            
            (1,863
            )
            
            (62,171
            )
            
            -
            
            
            (64,034
            )Income
                (loss) from operations
            
            
            (1,188
            )
            
            1,096,735
            
            
            -
            
            
            1,095,547Other
                income
            
            
            -
            
            
            125,624
            
            
            
            
            
            125,624Interest
                expenses, net
            
            
            -
            
            
            (3,176
            )
            
            -
            
            
            (3,587
            )Income
                (loss) before taxes
            
            
            (1,188
            )
            
            1,219,183
            
            
            -
            
            
            1,217,584Income
                taxes
            
            
            -
            
            
            (204,221
            )
            
            -
            
            
            (204,221
            )Net
                income (loss)
            
            
            (1,188
            )
            
            1,014,961
            
            
            -
            
            
            1,013,363Earnings
                per share
            
            
            
            
            
            
            
            
            
            
            
            0.032


11




Notes:





a.
            Income
                tax





The
      amount represents Hong Kong profits tax of 17.5% (2005: 17.5%) on the assessable
      profit of CCIL for the period.





BUCTCL
      is
      operating in the PRC and is eligible for tax holidays and concession and were
      exempted from the PRC income tax for the period.





b.
            Earnings
                per share





For
                the three ended March 31,2006
            
            2005Net
                profit available to common shareholders (numerator)
            
            
            861,812
            
            
            1,013,363Weighted
                average number ofcommon
                shares outstanding
              used
                in loss per share for the period (denominator)
            
            
            32,032,500
            
            
            32,032,500


12




**ITEM
      2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
      OPERATIONS**





SAFE
      HARBOR FOR FORWARD-LOOKING STATEMENTS





When
      used
      in this report, the words "may," "will," "expect," "anticipate," "continue,"
      "estimate," "project," "intend," and similar expressions are intended to
      identify forward-looking statements within the meaning of Section 27a of the
      Securities Act of 1933 and Section 21e of the Securities Exchange Act of 1934
      regarding events, conditions, and financial trends that may affect the Company's
      future plans of operations, business strategy, operating results, and financial
      position. Persons reviewing this report are cautioned that any forward-looking
      statements are not guarantees of future performance and are subject to risks
      and
      uncertainties and that actual results may differ materially from those included
      within the forward-looking statements as a result of various factors. Such
      factors are discussed under the "Item 2. Management's Discussion and Analysis
      of
      Financial Condition or Plan of Operations," and also include general economic
      factors and conditions that may directly or indirectly impact the Company's
      financial condition or results of operations.





**History**





Dolphin
      Productions, Inc., (the "Company") was organized under the laws of the state
      of
      Nevada on June 26, 1998. The Company has provided musical and other performance
      services for concerts and public events. During the fiscal year ended September
      30, 2003, the Company determined to shift its emphasis away from the
      presentation of concerts and toward the Internet marketing of recorded music.
      The Company has not presented live musical concerts during the last two fiscal
      years. The Company owns the rights to the domain name "dolphinproductions.net."
      The Company has encountered substantial competitive, legal, technological and
      financial obstacles to its entry into the business of marketing recorded music
      through the Internet. The Company has not generated substantial revenues from
      Internet marketing of musical properties.





On
      March
      30, 2006, pursuant to an Agreement and Plan of Reorganization dated March 15,
      2006 by and among Dolphin Productions, Inc., a Nevada corporation (the
“Company”) and Innocom Technology Holdings Limited a
      British
      Virgin Islands corporation (“Innocom”) and certain shareholders of Innocom, the
      Company acquired 100% of Innocom’s issued and outstanding common stock making
      Innocom a wholly owned subsidiary of the Company. As a result, the Company,
      which previously had no material operations has acquired the business of
      Innocom.





**Our
      Business**





We
      are a
      leading mobile communication technology company in China. We have two principal
      business lines; mobile phone handset design and trading of mobile phone handsets
      and components. We provide customized mobile phone design services to licensed
      manufacturers in China. Our services include hardware system design based on
      chipsets such as integrated circuits sourced from external suppliers,
      application software design and mobile phone handset casing design. In addition
      to design services, we provide sourcing of mobile phone handsets and components
      for customers on a wholesale basis.





We
      currently have two major revenue streams. Revenues are derived from providing
      total mobile phone handset design solutions to a client. This revenue stream
      is
      negotiated on a project by project basis. We also earn royalty fees when a
      client begins commercial production of handsets we have designed. The royalty
      is
      levied on either each printed circuit board shipped or charged on a lump sum
      basis.





In
      China,
      manufacturing of mobile phone handsets is a regulated industry with limited
      number of licensed manufacturers of mobile handsets. In order to lower cost
      and
      launch new models in a timely manner for competition, major licensed
      manufacturers will outsource the design of new precuts to independent design
      houses. They may or may not outsource the manufacturing process to electronic
      manufacturing services (“EMS”) providers. The licensed manufacturers then sell
      the final products under their own brand name in the Chinese retail market.
      Our
      clients are the licensed mobile handset manufacturers.


13


We
      plan
      to expand our existing mobile phone handset design services by increasing our
      number of staff in the product development department; work with existing
      customers to launch mobile phone handsets on our design platform to generate
      royalty income; cooperate with telecom operators in specifically designed mobile
      phone handsets for launch in the market; and expand our coverage to work with
      first and second tier licensed mobile phone manufacturers in China. We also
      plan
      to expand the sourcing of mobile phone handsets and components in both China
      and
      the overseas markets.


*Competition*





Competition
      in the mobile handset design market is keen and fragmented. We face competition
      mainly from other independent mobile handset design houses in China, including
      Beijing Techfaith, Longcheer Holdings and Shanghai Simcom.





We
      compete with these companies by striving to provide higher quality services
      in
      the following aspects:





-
            Ability
                to help customers identify and/or forecast the trend of mobile handsets.


-
            Technological
                capacity.


-
            Comprehensive
                and total solution services.


-
            Ability
                to rapidly complete a design.


-
            Cost
                effectiveness.


-
            Product
                quality and reliability in both hardware and software
                functionality.





**Suppliers**





**Key
      technologies -** The key
      technologies we adopt for mobile handset design are from third-party licensors.
      These licenses are typically non-exclusive under royalty-accruing or paid-up
      contract basis.





**Components
      and mobile handsets -** We
      rely
      on third party suppliers for manufacturing the modules and components as well
      as
      complete handsets.




There
      are
      many manufacturers of mobile handsets and components in China. We believe we
      will be able to find substitutes within a short period of time in case any
      of
      its current suppliers fails to perform.





**Research
      and Development**





We
      have a
      strong R & D team with expertise in both the hardware and software design
      for mobile handsets:





Hardware
      design. We are capable of developing new mobile handsets on different modules
      and chips platforms.





Software
      design. We are capable of designing software for various application layers,
      including exchange function for man-machine interface (MMI), drivers for LCD
      display, camera, polyphonic ringing tones, MP3, MMS, WAP and
      e-mail.





**Customers**





Our
      customers include major mobile handset brand owners in China, such as TCL,
      CECT,
      Cosun Communications, Panda Communications and Zhejiang Holley Communication
      Group Co., Ltd.





We
      generate our revenue from three main sources:





-
            Design
                fees.


-
            Royalty
                charged for each unit of mobile handset the customers produce based
                on the
                volume of production.


-
            Sale
                of complete mobile handsets.


14




**Facilities**





We
      do not
      own any land and building. We currently rent a 1300 square meters office in
      Beijing, the PRC for our research and development, production and marketing
      of
      mobile phone handsets.





**Employees**





We
      currently have 83 employees, including 40 in research and development, 11 in
      sales and marketing, 13 in administration and management, and 19 in technical
      support and others.





**RISK
      FACTORS**





Set
      forth
      below is a description of factors that may affect our business, results of
      operations and share price from time to time.





***Our
      sales and profitability depend on the continued growth of the mobile
      communications industry as well as the growth of the new market segments within
      that industry in which we have recently invested. If the mobile communications
      industry does not grow as we expect, or if the new market segments on which
      we
      have chosen to focus and in which we have recently invested grow less than
      expected, or if new faster-growing market segments emerge in which we have
      not
      invested, our sales and profitability may be adversely
      affected.***





Our
      business depends on continued growth in mobile communications in terms of the
      number of existing mobile subscribers who upgrade or simply replace their
      existing mobile devices, the number of new subscribers and increased usage.
      As
      well, our sales and profitability are affected by the extent to which there
      is
      increasing demand for, and development of, value-added services, leading to
      opportunities for us to successfully market mobile devices that feature these
      services. These developments in our industry are to a certain extent outside
      of
      our control. For example, we are dependent on operators in highly penetrated
      markets to successfully introduce services that cause a substantial increase
      in
      usage of voice and data. Further, in order to support a continued increase
      in
      mobile subscribers in certain low-penetration markets, we are dependent on
      operators to increase their sales volumes of lower-cost mobile devices and
      to
      offer affordable tariffs. If operators are not successful in their attempts
      to
      increase subscriber numbers, stimulate increased usage or drive replacement
      sales, our business and results of operations could be materially adversely
      affected.





Our
      industry continues to undergo significant changes. First, the mobile
      communications, information technology, media and consumer electronics
      industries are converging in some areas into one broader industry leading to
      the
      creation of new mobile devices, services and ways to use mobile devices. Second,
      while participants in the mobile communications industry once provided complete
      products and solutions, industry players are increasingly providing specific
      hardware and software layers for products and solutions. As a result of these
      changes, new market segments within our industry have begun to emerge and we
      have made significant investments in new business opportunities in certain
      of
      these market segments, such as smartphones, imaging, games, music and enterprise
      mobility infrastructure. However, a number of the new market segments in the
      mobile communications industry are still in early states of their development,
      and it may be difficult for us to accurately predict which new market segments
      are the most advantageous for us to focus on. As a result, if the segments
      on
      which we have chosen to focus grow less than expected, we may not receive a
      return on our investment as soon as we expect, or at all. We may also forego
      growth opportunities in new market segments of the mobile communications
      industry on which we do not focus.




***Our
      results of operations, particularly our profitability, may be adversely affected
      if we do not successfully manage price erosion related to our
      products.***


15




In
      the
      future, if, for competitive reasons, we need to lower the selling prices of
      certain of our products and if we cannot lower our costs at the same rate or
      faster, this may have a material adverse effect on our business and results
      of
      operations, particularly our profitability. To mitigate the impact of mix shifts
      on our profitability, we implement product segmentation with the aim of
      designing appropriate features with an appropriate cost basis for each customer
      segment. Likewise, we endeavor to mitigate the impact on our profitability
      of
      price erosion of certain features and functionalities by seeking to correctly
      time the introduction of new products, in order to align such introductions
      with
      declines in the prices of relevant components. We cannot predict with any
      certainty whether or to what extent we may need to lower prices for competitive
      reasons again and how successful we will be in aligning our cost basis to the
      pricing at any given point in time. Price erosion is a normal characteristic
      of
      the mobile devices industry, and the products and solutions offered by us are
      also subject to natural price erosion over time. If we cannot reduce our costs
      at the same rate, our business may be materially adversely affected. Although
      we
      may take actions to mitigate price erosion, such as strengthening the Company
      brand in order to support a price premium over certain of our competitors,
      there
      can be no assurance that we will be successful in this regard.





***We
      must develop or otherwise acquire complex, evolving technologies to use in
      our
      business. If we fail to develop these technologies or to successfully
      commercialize them as new advanced products and solutions that meet customer
      demand, or fail to do so on a timely basis, it may have a material adverse
      effect on our business, our ability to meet our targets and our results of
      operations.***





In
      order
      to succeed in our markets, we believe that we must develop or otherwise acquire
      complex, evolving technologies to use in our business. However, the development
      and use of new technologies, applications and technology platforms for our
      mobile devices involves time, substantial costs and risks both within and
      outside of our control. This is true whether we develop these technologies
      internally, by acquiring or investing in other companies or through
      collaboration with third parties.





The
      technologies, functionalities and features on which we choose to focus may
      not
      achieve as broad or timely customer acceptance as we expect. This may result
      from numerous factors including the availability of more attractive alternatives
      or a lack of sufficient compatibility with other existing technologies, products
      and solutions. Additionally, even if we do select the technologies,
      functionalities and features that customers ultimately want, we or the companies
      that work with us may not be able to bring them to the market at the right
      time.





Furthermore,
      as a result of ongoing technological developments, our products and solutions
      are increasingly used together with components or layers that have been
      developed by third parties, whether or not the Company has authorized their
      use
      with our products and solutions. However, such components, such as batteries,
      or
      layers, such as software applications, may not be compatible with our products
      and solutions and may not meet our and our customers' quality, safety or other
      standards. As well, certain components or layers that may be used with our
      products may enable our products and solutions to be used for objectionable
      purposes, such as to transfer content that might be hateful or derogatory.
      The
      use of our products and solutions with incompatible or otherwise substandard
      components or layers, or for purposes that are inappropriate, is largely outside
      of our control and could harm the Company brand.





***We
      need to understand the different markets in which we operate and meet the needs
      of our customers, which include mobile network operators, distributors,
      independent retailers and enterprise customers. We need to have a competitive
      product portfolio, and to work together with our operator customers to address
      their needs. Our failure to identify key market trends and to respond timely
      and
      successfully to the needs of our customers may have a material adverse impact
      on
      our market share, business and results of operations.***





We
      serve
      a diverse range of customers, ranging from mobile network operators,
      distributors, independent retailers to enterprise customers, across a variety
      of
      markets. In many of these markets, the mobile communications industry is at
      different stages of development, and many of these markets have different
      characteristics and dynamics, for example, in terms of mobile penetration rates
      and technology, feature and pricing preferences. Establishing and maintaining
      good relationships with our customers and understanding trends and needs in
      their markets require us to constantly obtain and evaluate a complex array
      of
      feedback and other data. We must do this efficiently in order to be able to
      identify key market trends and address our customers' needs proactively and
      in a
      timely manner. If we fail to analyze correctly and respond timely and
      appropriately to customer feedback and other data, our business may be
      materially adversely affected.


16


Certain
      mobile network operators require mobile devices to be customized to their
      specifications, by requesting certain preferred features, functionalities or
      design, together with co-branding with the network operator's brand. We believe
      that customization is an important element in gaining increased operator
      customer satisfaction and we are working together with operators on product
      planning as well as accelerating product hardware and software customization
      programs. These developments may result in new challenges as we provide
      customized products, such as the need for us to produce mobile devices in
      smaller lot sizes, which can impede our economies of scale, or the potential
      for
      the erosion of the Company brand, which we consider to be one of our key
      competitive advantages.





In
      order
      to meet our customers' needs, we need to introduce new devices on a timely
      basis
      and maintain a competitive product portfolio. For the Company, a competitive
      product portfolio means a broad and balanced offering of commercially appealing
      mobile devices with attractive features, functionality and design for all major
      user segments and price points. If we do not achieve a competitive portfolio,
      we
      believe that we will be at a competitive disadvantage, which may lead to lower
      revenue and lower profits.




The
      competitiveness of our portfolio is also influenced by the value of the Company
      brand. A number of factors, including actual or even alleged defects in our
      products and solutions, may have a negative effect on our reputation and erode
      the value of the Company brand.





***Competition
      in our industry is intense. Our failure to respond successfully to changes
      in
      the competitive landscape may have a material adverse impact on our business
      and
      results of operations.***





The
      markets for our products and solutions are intensely competitive. Industry
      participants compete with each other mainly on the basis of the breadth and
      depth of their product portfolios, price, operational and manufacturing
      efficiency, technical performance, product features, quality, customer support
      and brand recognition. We are facing increased competition from both our
      traditional competitors in the mobile communications industry as well as a
      number of new competitors, particularly from countries where production costs
      tend to be lower. Some of these competitors have used, and we expect will
      continue to use, more aggressive pricing strategies, different design approaches
      and alternative technologies than ours. In addition, some competitors have
      chosen a strategy of focusing on productization based on commercially available
      technologies and components, which may enable them to introduce products faster
      and with lower levels of research and development spending than the
      Company.




As
      a
      result of developments in our industry, we also expect to face new competition
      from companies in related industries, such as consumer electronics manufacturers
      and business device and solution providers, including but not limited to Dell,
      HP, Microsoft, Nintendo, Palm, Research in Motion and Sony. Additionally,
      because mobile network operators are increasingly offering mobile devices under
      their own brand, we face increasing competition from non-branded mobile device
      manufacturers. If we cannot respond successfully to these competitive
      developments, our business and results of operations may be materially adversely
      affected.





***Reaching
      our sales, profitability, volume and market share targets depends on numerous
      factors. These include our ability to offer products and solutions that meet
      the
      demands of the market and to manage the prices and costs of our products and
      solutions, our operational efficiency, the pace of development and acceptance
      of
      new technologies, our success in the business areas that we have recently
      entered, and general economic conditions. Depending on those factors, some
      of
      which we may influence and others of which are beyond our control, we may fail
      to reach our targets and we may fail to provide accurate forecasts of our sales
      and results of operations*** *.*


17




A
      variety
      of factors discussed throughout these Risk Factors could affect our ability
      to
      reach our targets and give accurate forecasts. Although, we can influence some
      of these factors, some of them depend on external factors that are beyond our
      control. In our mobile device businesses, we seek to maintain healthy levels
      of
      sales and profitability through offering a competitive portfolio of mobile
      devices, growing faster than the market, working to improve our operational
      efficiency, controlling our costs, and targeting timely and successful
      product introductions and shipments. The quarterly and annual sales and
      operating results in our mobile device businesses also depend on a number of
      other factors that are not within our control. Such factors include the global
      growth in mobile device volumes, which is influenced by, among other factors,
      regional economic factors, competitive pressures, regulatory environment, the
      timing and success of product and service introductions by various market
      participants, including network operators, the commercial acceptance of new
      mobile devices, technologies and services, and operators' and distributors'
      financial situations. Our sales and operating results are also impacted by
      fluctuations in exchange rates and at the quarterly level by seasonality. In
      developing markets, the availability and cost, through affordable tariffs,
      of
      mobile phone service compared with the availability and cost of fixed line
      networks may also impact volume growth.





In
      our
      mobile networks business, we also seek to maintain healthy levels of sales
      and
      profitability and try to grow faster than the market. Our networks business's
      quarterly and annual net sales and operating results can be affected by a number
      of factors, some of which we can influence, such as our operational efficiency,
      the level of our research and development investments and the deployment
      progress and technical success we achieve under network contracts. Other
      relevant factors include operator investment behavior, which can vary
      significantly from quarter to quarter, competitive pressures and general
      economic conditions although these are not within our control.





The
      new
      business areas that we have entered may be less profitable than we currently
      foresee, or they may generate more variable operating results than we currently
      foresee. We expect to incur short-term operating losses in certain of these
      new
      business areas given our early stage investments in research and development
      and
      marketing in particular. Also our efforts in managing prices and costs in the
      long-term, especially balancing prices and volumes with research and development
      costs, may prove to be inadequate.





Although
      we may announce forecasts of our results of operations, uncertainties affecting
      any of these factors, particularly during difficult economic conditions, render
      our forecasts difficult to make, and may cause us not to reach the targets
      that
      we have forecasted, or to revise our estimates.





***Our
      sales and results of operations could be adversely affected if we fail to
      efficiently manage our manufacturing and logistics without interruption, or
      fail
      to ensure that our products and solutions meet our and our customers' quality,
      safety and other requirements and are delivered in
      time.***





Our
      manufacturing and logistics are complex, require advanced and costly equipment
      and include outsourcing to third parties. These operations are continuously
      modified in an effort to improve manufacturing efficiency and flexibility.
      We
      may experience difficulties in adapting our supply to the demand for our
      products, ramping up or down production at our facilities, adopting new
      manufacturing processes, finding the most timely way to develop the best
      technical solutions for new products, or achieving manufacturing efficiency
      and
      flexibility, whether we manufacture our products and solutions ourselves or
      outsource to third parties. Such difficulties may have a material adverse effect
      on our sales and results of operations and may result from, among other things:
      delays in adjusting or upgrading production at our facilities, delays in
      expanding production capacity, failure in our manufacturing and logistics
      processes, failures in the activities we have outsourced, and interruptions
      in
      the data communication systems that run our operations. Also, a failure or
      an
      interruption could occur at any stage of our product creation, manufacturing
      and
      delivery processes, resulting in our products and solutions not meeting our
      and
      our customers' quality, safety and other requirements, or being delivered late,
      which could have a material adverse effect on our sales, our results of
      operations and reputation and the value of the Company brand.




***We
      depend on our suppliers for the timely delivery of components and for their
      compliance with our supplier requirements, such as, most notably, our and our
      customers' product quality, safety and other standards. Their failure to do
      so
      could adversely affect our ability to deliver our products and solutions
      successfully and on time.***


18




Our
      manufacturing operations depend to a certain extent on obtaining adequate
      supplies of fully functional components on a timely basis. Our principal supply
      requirements are for electronic components, mechanical components and software,
      which all have a wide range of applications in our products. Electronic
      components include integrated circuits, microprocessors, standard components,
      memory devices, cameras, displays, batteries and chargers while mechanical
      components include covers, connectors, key mats and antennas. In addition,
      a
      particular component may be available only from a limited number of suppliers.
      Suppliers may from time to time extend lead times, limit supplies or increase
      prices due to capacity constraints or other factors, which could adversely
      affect our ability to deliver our products and solutions on a timely basis.
      Moreover, even if we attempt to select our suppliers and manage our supplier
      relationships with scrutiny, a component supplier may fail to meet our supplier
      requirements, such as, most notably, our and our customers' product quality,
      safety and other standards, and consequently some of our products are
      unacceptable to us and our customers, or we may fail in our own quality
      controls. Moreover, a component supplier may experience delays or disruption
      to
      its manufacturing, or financial difficulties. Any of these events could delay
      our successful delivery of products and solutions, which meet our and our
      customers' quality, safety and other requirements, or otherwise adversely affect
      our sales and our results of operations. Also, our reputation and brand value
      may be affected due to real or merely alleged failures in our products and
      solutions.





***We
      are developing a number of our new products and solutions together with other
      companies. If any of these companies were to fail to perform, we may not be
      able
      to bring our products and solutions to market successfully or in a timely way
      and this could have a material adverse impact on our sales and
      profitability.***





We
      continue to invite the providers of technology, components or software to work
      with us to develop technologies or new products and solutions. These
      arrangements involve the commitment by each company of various resources,
      including technology, research and development efforts, and personnel. Although
      the target of these arrangements is a mutually beneficial outcome for each
      party, our ability to introduce new products and solutions that meet our and
      our
      customers' quality, safety and other standards successfully and on schedule
      could be hampered if, for example, any of the following risks were to
      materialize: the arrangements with the companies that work with us do not
      develop as expected, the technologies provided by the companies that work with
      us are not sufficiently protected or infringe third parties' intellectual
      property rights in a way that we cannot foresee or prevent, the technologies,
      products or solutions supplied by the companies that work with us do not meet
      the required quality, safety and other standards or customer needs, our own
      quality controls fail, or the financial standing of the companies that work
      with
      us deteriorates.





***Our
      operations rely on complex and highly centralized information technology systems
      and networks. If any system or network disruption occurs, this reliance could
      have a material adverse impact on our operations, sales and operating
      results.***





Our
      operations rely to a significant degree on the efficient and uninterrupted
      operation of complex and highly centralized information technology systems
      and
      networks, which are integrated with those of third parties. Any failure or
      disruption of our current or future systems or networks could have a material
      adverse effect on our operations, sales and operating results. Furthermore,
      any
      data leakages resulting from information technology security breaches could
      also
      adversely affect us.





All
      information technology systems are potentially vulnerable to damage or
      interruption from a variety of sources. We pursue various measures in order
      to
      manage our risks related to system and network disruptions, including the use
      of
      multiple suppliers and available information technology security. However,
      despite precautions taken by us, an outage in a telecommunications network
      utilized by any of our information technology systems, virus or other event
      that
      leads to an unanticipated interruption of our information technology systems
      or
      networks could have a material adverse effect on our operations, sales and
      operating results.





***Our
      products and solutions include increasingly complex technology involving
      numerous new Our patented and other proprietary technologies, as well as some
      developed or licensed to us by certain third parties. As a consequence,
      evaluating the protection of the technologies we intend to use is more and
      more
      challenging, and we expect increasingly to face claims that we have infringed
      third parties' intellectual property rights. The use of increasingly complex
      technology may also result in increased licensing costs for us, restrictions
      on
      our ability to use certain technologies in our products and solution offerings,
      and/or costly and time-consuming litigation. Third parties may also commence
      actions seeking to establish the invalidity of intellectual property rights
      on
      which we depend.***


19


Our
      products and solutions include increasingly complex technology involving
      numerous new Company patented and other proprietary technologies, as well as
      some developed or licensed to us by certain third parties. As the amount of
      such
      proprietary technologies needed for our products and solutions continues to
      increase, the number of parties claiming rights continues to increase and become
      more fragmented within individual products, and as the complexity of the
      technology and the overlap of product functionalities increases, the possibility
      of more infringement and related intellectual property claims against us also
      continues to increase. The holders of patents potentially relevant to our
      product and solution offerings may be unknown to us, or may otherwise make
      it
      difficult for us to acquire a license on commercially acceptable terms. There
      may also be technologies licensed to and relied on by us that are subject to
      infringement or other corresponding allegations or claims by others which could
      damage our ability to rely on such technologies.





In
      addition, although we endeavor to ensure that companies that work with us
      possess appropriate intellectual property rights or licenses, we cannot fully
      avoid risks of intellectual property rights infringement created by suppliers
      of
      components and various layers in our products and solutions or by companies
      with
      which we work in cooperative research and development activities. Similarly,
      we
      and our customers may face claims of infringement in connection with our
      customers' use of our products and solutions. Finally, as all technology
      standards, including those used and relied on by us, include some intellectual
      property rights, we cannot fully avoid risks of a claim for infringement of
      such
      rights due to our reliance on such standards. We believe that the number of
      third parties declaring their intellectual property to be relevant to these
      standards is increasing, which may increase the likelihood that we will be
      subject to such claims in the future.





Any
      restrictions on our ability to sell our products and solutions due to expected
      or alleged infringements of third party intellectual property rights and any
      intellectual property rights claims, regardless of merit, could result in
      material losses of profits, costly litigation, the payment of damages and other
      compensation, the diversion of the attention of our personnel, product shipment
      delays or the need for us to develop non-infringing technology or to enter
      into
      royalty or licensing agreements. If we were unable to develop non-infringing
      technology, or if royalty or licensing agreements were not available on
      commercially acceptable terms, we could be precluded from making and selling
      the
      affected products and solutions. As new features are added to our products
      and
      solutions, we may need to acquire further licenses, including from new and sometimes
      unidentified owners of intellectual property. The cumulative costs of obtaining
      any necessary licenses are difficult to predict and may over time have a
      negative effect on our operating results.





In
      addition, other companies may commence actions seeking to establish the
      invalidity of our intellectual property, for example, patent rights. In the
      event that one or more of our patents are challenged, a court may invalidate
      the
      patent or determine that the patent is not enforceable, which could harm our
      competitive position. If any of our key patents are invalidated, or if the
      scope
      of the claims in any of these patents is limited by a court decision, we could
      be prevented from licensing the invalidated or limited portion of our
      intellectual property rights. Even if such a patent challenge is not successful,
      it could be expensive and time consuming, divert management attention from
      our
      business and harm our reputation. Any diminution of the protection that our
      own
      intellectual property rights enjoy could cause us to lose some of the benefits
      of our investments in R&D, which may have a negative effect on our results
      of operations.





***If
      we are unable to recruit, retain and develop appropriately skilled employees,
      we
      may not be able to implement our strategies and, consequently, our results
      of
      operations may suffer.***





We
      must
      continue to recruit, retain and through constant competence training develop
      appropriately skilled employees with a comprehensive understanding of our
      businesses and technologies. As competition for skilled personnel remains keen,
      we seek to create a corporate culture that encourages creativity and continuous
      learning. We are also continuously developing our compensation and benefit
      policies and taking other measures to attract and motivate skilled personnel.
      Nevertheless, we have encountered in the past, and may encounter in the future,
      shortages of appropriately skilled personnel, which may hamper our ability
      to
      implement our strategies and harm our results of operations.





***The
      global networks business relies on a limited number of customers and large
      multi-year contracts. Unfavorable developments under such a contract or in
      relation to a major customer may affect our sales, our results of operations
      and
      cash flow adversely.***


20


Large
      multi-year contracts, which are typical in the networks industry, include a
      risk
      that the timing of sales and results of operations associated with these
      contracts will be different than expected. Moreover, they usually require the
      dedication of substantial amounts of working capital and other resources, which
      impacts our cash flow negatively. Any non-performance by us under these
      contracts may have significant adverse consequences for us because network
      operators have demanded and may continue to demand stringent contract
      undertakings such as penalties for contract violations.





***Our
      sales derived from, and assets located in, emerging market countries may be
      adversely affected by economic, regulatory and political developments in those
      countries. As sales from these countries represent an increasing portion of
      our
      total sales, economic or political turmoil in these countries could adversely
      affect our sales and results of operations. Our investments in emerging market
      countries may also be subject to other risks and
      uncertainties.***





We
      generate sales from and have invested in various emerging market countries.
      As
      sales from these countries represent an increasing portion of our total sales,
      economic or political turmoil in these countries could adversely affect our
      sales and results of operations. Our investments in emerging market countries
      may also be subject to risks and uncertainties, including unfavorable taxation
      treatment, exchange controls, challenges in protecting our intellectual property
      rights, nationalization, inflation, incidents of terrorist activity, currency
      fluctuations, or the absence of, or unexpected changes in, regulation as well
      as
      other unforeseeable operational risks.





***Allegations
      of health risks from the electromagnetic fields generated by base stations
      and
      mobile devices, and the lawsuits and publicity relating to them, regardless
      of
      merit, could affect our operations negatively by leading consumers to reduce
      their use of mobile devices or by causing us to allocate monetary and personnel
      resources to these issues.***





There
      has
      been public speculation about possible health risks to individuals from exposure
      to electromagnetic fields from base stations and from the use of mobile devices.
      While a substantial amount of scientific research conducted to date by various
      independent research bodies has indicated that these radio signals, at levels
      within the limits prescribed by public health authority safety standards and
      recommendations, present no adverse effect to human health, we cannot
      be certain
      that future studies, irrespective of their scientific basis, will not suggest
      a
      link between electromagnetic fields and adverse health effects that would
      adversely affect our sales and share price. Research into these issues is
      ongoing by government agencies, international health organizations and other
      scientific bodies in order to develop a better scientific and public
      understanding of these issues.




Although
      the Company products and solutions are designed to meet all relevant safety
      standards and recommendations globally, no more than a perceived risk of adverse
      health effects of mobile communications devices could adversely affect us
      through a reduction in sales of mobile devices or increased difficulty in
      obtaining sites for base stations, and could have a negative effect on our
      reputation and brand value as well as harm our share price.




***Changes
      in various types of regulation in countries around the world could affect our
      business adversely.***





Our
      business is subject to direct and indirect regulation in each of the countries
      in which we, the companies with which we work or our customers do business.
      As a
      result, changes in various types of regulations applicable to current or new
      technologies, products or services could affect our business adversely. For
      example, it is in our interest that the Federal Communications Commission
      maintains a regulatory environment that ensures the continued growth of the
      wireless sector in the United States. In addition, changes in regulation
      affecting the construction of base stations and other network infrastructure
      could adversely affect the timing and costs of new network construction or
      expansion and the commercial launch and ultimate commercial success of these
      networks.




Moreover,
      the implementation of new technological or legal requirements, such as the
      requirement in the United States that all handsets must be able to indicate
      their physical location, could impact our products and solutions, manufacturing
      or distribution processes, and could affect the timing of product and solution
      introductions, the cost of our production, products or solutions as well as
      their commercial success. Finally, export control, tariff, environmental, safety
      and other regulation that adversely affects the pricing or costs of our products
      and solutions as well as new services related to our products could affect
      our
      net sales and results of operations. The impact of these changes in regulation
      could affect our business adversely even though the specific regulations do
      not
      always directly apply to us or our products and solutions.


21




**Results
      of Operations for the Three-Month Periods Ended March 31, 2006 and
      2005**





***Net
      sales, gross profit and gross profit margin*** *.* Below is
      the summary of operations with different business segments, in design and
      solution provision for mobile phone and trading of mobile phone and related
      components respectively, for the three months ended March 31, 2006 and March
      31,
      2005.





Three
                months ended March 31,2006
            
            2005$
            
            
            $Net
                revenueDesign and solution provision for mobile phone
            
            
            133,153
            
            
            85,093Trading of mobile phone and related components
            
            
            10,374,163
            
            
            4,797,17710,507,316
            
            
            4,882,270Gross
                profitDesign and solution provision for mobile phone
            
            
            133,153
            
            
            (81
            )Trading of mobile phone and related components
            
            
            1,121,346
            
            
            1,476,9821,254,499
            
            
            1,476,901Gross
                profit (loss) ratioDesign and solution provision for mobile phone
            
            
            100.00
            %
            
            (0.095
            %)Trading of mobile phone and related components
            
            
            10.81
            %
            
            30.79
            %11.94
            %
            
            30.25
            %





Trading
      of mobile phone is further analyzed in accordance with trade items as
      below.





Three
                months ended March 31,2006
            
            2005$
            
            
            $Net
                revenueHandsets
            
            
            3,310,088
            
            
            4,797,177Integrated circuit board
            
            
            5,576,538
            
            
            -Liquid crystal display module
            
            
            1,487,735
            
            
            -10,374,163
            
            
            4,797,177Gross
                profitHandsets
            
            
            903,054
            
            
            1,476,982Integrated circuit board
            
            
            165,728
            
            
            -Liquid crystal display module
            
            
            52,565
            
            
            -1,121,346
            
            
            1,476,982Gross
                profit ratioHandsets
            
            
            27.28
            %
            
            30.79
            %Integrated circuit board
            
            
            2.97
            %
            
            -Liquid crystal display module
            
            
            3.53
            %
            
            -10.81
            %
            
            30.79
            %


22





*Design
      and solution provision for mobile phone* .
      We
      sustained only $133,153 sales for design and solution provision for the three
      months ended March 31, 2006, a 56.5% increase as compared with prior period.
      Such low turnover is attributable to low season period.





The
      peak
      season for retail sales of mobile phone in the PRC starts from the fourth
      quarter of each year to Chinese New Year which falls either in January or
      February of next year. For a new mobile phone model, product design is the
      first
      stage of whole production process. Thus, second half of each year is the peak
      season of our design division and we would have completed our design contracts
      of the year in December. January to May of each year is the low season for
      our
      design division.





Our
      gross
      margins of design services is cost plus profit margin and vary from contact
      to
      contact as a result of various reasons including relative mix of our services
      and products and terms at which we offer to customers. During the low reason,
      we
      would accept those low profit margin contacts that could absorb our direct
      labor
      cost. Thus, we recorded a minimal gross loss for the three months ended March
      31, 2005.





During
      the three months ended March 31, 2006, we enjoy 100% gross profit ratio as
      we
      have obtained a design contract that we can use our existing design with minimal
      modification.





*Trading
      of mobile phone handsets and components.* During
      the three months ended March 31, 2006, sale increased by approximately 116.3%
      from $4,797,177 to $10,374,163 relative to the prior period as we commence
      trading of liquid crystal display module components and spare parts in May
      2005,
      the gross profit margin of which is lower than complete set of mobile phone.





We
      have a
      shorter peak season by almost three weeks for the three months ended March
      31,
      2006 as current Chinese New Year falls in January 2006. As a result, our trading
      turnover for mobile phone handsets for the three months ended March 31, 2006
      has
      dropped by 31% as compared with last period. The shortened peak season period
      and lower profit margin of components trading have made the effective gross
      profit margin for trading of mobile phone and related components drop from
      30.79% in 2005 to 10.81% in 2006.





*Net
      Income* .
      Net
      income decreased by 14.39% from $1,014,961 in 2005 to $868,866 in 2006. The
      decrease is attributable to the peak season being shortened by Chinese New
      Year
      falling in January 2006.




**Liquidity
      and Capital Resources**




As
      of
      March 31, 2006, the Company had on hand cash of $23,769, total current assets
      of
      $10,847,989 and plant and equipments of $720,169. It owed $3,367,599 in current
      liabilities and $2,838,569 in long term liabilities.




During
      the three months ended March 31, 2006, the Company has issued 32,162,500 shares
      to acquire entire interest in Innocom Technology Holdings Limited at net book
      of
      $5,361,990. The principal activities of Innocom Technology Holdings Limited
      are
      provision of design and solution for mobile phone, and trading of mobile phone
      and related components.




Net
      cash
      flow used in financing activities was nil for the three months ended March
      31,
      2006.




23


**ITEM
      3.** **CONTROLS
      AND PROCEDURES**





(a) Evaluation
      of disclosure controls and procedures. Based on the evaluation of our disclosure
      controls and procedures (as defined in Securities Exchange Act of 1934
      Rules 13a-15(e) and 15d-15(e) required by Securities Exchange Act
      Rules 13a-15(b) or 15d-15(b), our Chief Executive Officer and our Chief
      Financial Officer have concluded that as of the end of the period covered by
      this report, our disclosure controls and procedures were effective.





(b) Changes
      in internal controls. There were no changes in our internal control over
      financial reporting that occurred during our most recent fiscal quarter that
      have materially affected, or are reasonably likely to materially affect, our
      internal control over financial reporting.





**PART
      II OTHER INFORMATION**





**ITEM
      2.** **UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**





I n
      connection with the closing of our acquisition of Innocom, on March 30, 2006,
      we
      issued 32,162,500 shares of our voting common stock, par value $0.001 per share,
      (“Common Stock”), to the former holders of common stock of Innocom. No
      underwriters were involved in the acquisition described herein. The securities
      were issued to Innocom’s stockholders in reliance upon the exemption from the
      registration requirements of the Securities Act, as set forth in Section 4(2)
      under the Securities Act and Rule 506 of Regulation D promulgated thereunder
      relating to sales by an issuer not involving any public offering, to the extent
      an exemption from such registration was required. The purchasers represented
      to
      us in connection with their purchase that they were accredited investor and
      were
      acquiring the shares for investment and not distribution, that they could bear
      the risk of the investment and could hold the securities for an indefinite
      period of time.





All
      the
      purchasers received written disclosures that the securities had not been
      registered under the Securities Act and that any resale must be made pursuant
      to
      a registration or an available exemption from such registration. The sales
      of
      these securities were made without general solicitation or
      advertising.





**ITEM
      6.** **EXHIBITS
      AND REPORTS ON FORM 8-K**





Reports
      on Form 8-K





**Date**
            **Items
              Reported**4-4-06
            2.01, 5.01, 5.02, 9.013-30-06
            8.013-20-06
            1.01





Exhibits





Copies
      of
      the following documents are included as exhibits to this report pursuant to
      Item
      601 of Regulation S-B.




**Exhibit No.**
            **Title of
              Document**
            **Location**31.1
            Certification of the Principal Executive
                Officer/Principal Financial Officer pursuant to Section 302 of the
                Sarbanes-
              Oxley Act of 2002
            Attached32.1
            Certification of the Principal Executive
                Officer/Principal Financial Officer pursuant to U.S.C. Section 1350
                as
              adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002*
            Attached




***** The
      Exhibit attached to this Form 10-QSB shall not be deemed "filed" for purposes
      of
      Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or
      otherwise subject to liability under that section, nor shall it be deemed
      incorporated by reference in any filing under the Securities Act of 1933, as
      amended, or the Exchange Act, except as expressly set forth by specific
      reference in such filing.


24




**SIGNATURES**





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





**DOLPHIN
      PROUCTIONS, INC.**













Date: May 15, 2006
            By: /s/ William Yan Sui
              HuiWilliam Yan Sui HuiChief Executive Officer andChief
              Financial Officer





25