UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM 10-Q





QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF
1934


For
the quarter ended September 30, 2009




Commission File Number 0-50164








INNOCOM
TECHNOLOGY HOLDINGS, INC.


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




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







Suite
      1501, Bank of East Asia Harbour View Centre, 56
                Gloucester
      Road, Wanchai, Hong Kong, PRC
                (Address
      of principal executive offices)
              
              (Zip
      code)





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





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





Indicate
by check mark whether the registrant: (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.


Yesþ      No  ̈





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





Large
accelerated filer  ̈     Accelerated
filer  ̈     Non-accelerated
filer  ̈     Smaller
reporting company þ





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


Yes   ̈   No þ


The
number of shares outstanding of each of the Registrant’s classes of common
stock, as of November 2, 2009 was 37,900,536 shares, all of one class of $0.001
par value Common Stock.










INNOCOM
TECHNOLOGY HOLDINGS, INC.


FORM
10-Q


Quarter
Ended September 30, 2009


TABLE
OF CONTENTS





PagePART
      I— FINANCIAL INFORMATIONItem
      1
                  Financial
      StatementsCondensed
      Consolidated Balance Sheets as of September 30, 2009 (unaudited) and
      December 31, 2008 (audited)
                  F-2Condensed
      Consolidated Statements of Operations and Comprehensive(Loss) Income for
      the Three Months Ended September 30, September 2009 and 2008, for the Nine
      Months Ended September 30, 2009 and 2008 (unaudited) and for the period
      from January 19, 2007 (Inception) through September 30, 2009
      (unaudited)
                  F-3 – F-4Condensed
      Consolidated Statements of Cash Flows for the Nine Months Ended September
      30, 2009 and 2008 (unaudited) and for the period from January 19, 2007
      (Inception) through September 30, 2009 (unaudited)
                  F5Condensed
      Consolidated Statement of Stockholders’ Equity (Deficit) for the
      period from January 19, 2007 (Inception) through September 30, 2009
      (unaudited)
                  F-6Notes
      to Condensed Consolidated Financial
Statements
                  F-7 – F-13Item
      2
                  Managements
      Discussion and Analysis of Financial Condition and Results of
      Operation
                  4-7Item
      3
                  Quantitative
      and Qualitative Disclosures About Market Risk
                  7Item
      4T
                  Controls
      and Procedures
                  8PART
      II—OTHER INFORMATIONItem
      1
                  Legal
      Proceedings
                  8Item
      1A
                  Risk
      Factors
                  8Item
      2
                  Unregistered
      Sales of Equity Securities and Use of Proceeds
                  8Item
      3
                  Defaults
      Upon Senior Securities
                  8Item
      4
                  Submission
      of Matters to a Vote of Security Holders
                  8Item
      5
                  Other
      Information
                  8Item
      6
                  Exhibits
                  8SIGNATURES
                  9




2





SPECIAL
NOTE ON FORWARD LOOKING STATEMENTS




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




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


3


PART
I.             FINANCIAL
INFORMATION





ITEM
 1.  Financial Statements





INNOCOM
TECHNOLOGY HOLDINGS, INC.


(A
Development Stage Company)





INDEX
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





(UNAUDITED)





PageCondensed
      Consolidated Balance Sheets as of September 30, 2009 and December 31,
      2008
                  
                  F-2Condensed
      Consolidated Statements of Operations And Comprehensive Income (Loss) for
      the three and nine months ended September 30, 2009 and 2008 and the period
      from January 19, 2007 through September 30, 2009
                  
                  F-3 – F-4Condensed
      Consolidated Statements of Cash Flows for the nine months ended September
      30, 2009 and 2008 and the period from January 19, 2007 through September
      30, 2009
                  
                  F-5Condensed
      Consolidated Statement of Stockholders’ Deficit for the period from
      January 19, 2007 through September 30, 2009
                  
                  F-6Notes
      to Condensed Consolidated Financial Statements
                  
                  F-7 – F-13




F-1





INNOCOM
TECHNOLOGY HOLDINGS, INC.


(A
Development Stage Company)


CONDENSED
CONSOLIDATED BALANCE SHEETS


AS
OF SEPTEMBER 30, 2009 AND DECEMBER 31, 2008


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





September
      30, 2009
                                    
                                    
                                    December
      31, 2008(Unaudited)
                                    
                                    
                                    (Audited)ASSETSCurrent
      assets:Cash
      and cash equivalents
                                    
                                    $
                                    2,740
                                    
                                    
                                    $
                                    11,553Prepayments
      and other receivables
                                    
                                    
                                    72,870
                                    
                                    
                                    
                                    72,869Total
      current assets
                                    
                                    
                                    75,610
                                    
                                    
                                    
                                    84,422Non-current
      assets:Intangible
      assets, net
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Land
      use right, net
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Property,
      plant and equipment, net
                                    
                                    
                                    735,457
                                    
                                    
                                    
                                    737,859TOTAL
      ASSETS
                                    
                                    $
                                    811,067
                                    
                                    
                                    $
                                    822,281LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      liabilities:Accounts
      payable
                                    
                                    $
                                    80,688
                                    
                                    
                                    $
                                    80,692Amount
      due to a related party
                                    
                                    
                                    4,441,554
                                    
                                    
                                    
                                    4,152,410Other
      payables and accrued liabilities
                                    
                                    
                                    175,673
                                    
                                    
                                    
                                    210,866Total
      current liabilities
                                    
                                    
                                    4,697,915
                                    
                                    
                                    
                                    4,443,968Commitments
      and contingenciesStockholders’
      deficit:Common
      stock, $0.001 par value; 50,000,000 shares authorized; 37,898,251 shares
      issued and outstanding as of September 30, 2009 and December 31,
      2008
                                    
                                    
                                    37,898
                                    
                                    
                                    
                                    37,898Additional
      paid-in capital
                                    
                                    
                                    6,901,232
                                    
                                    
                                    
                                    6,901,232Accumulated
      other comprehensive income
                                    
                                    
                                    532,344
                                    
                                    
                                    
                                    532,248Retained
      earnings
                                    
                                    
                                    5,086,568
                                    
                                    
                                    
                                    5,351,825Deficit
      accumulated during the development stage
                                    
                                    
                                    (16,444,890
                                    )
                                    
                                    
                                    (16,444,890
                                    )Total
      stockholders’ deficit
                                    
                                    
                                    (3,886,848
                                    )
                                    
                                    
                                    (3,621,687
                                    )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                                    
                                    $
                                    811,067
                                    
                                    
                                    $
                                    822,281





See
accompanying notes to condensed consolidated financial
statements.


F-2


INNOCOM
TECHNOLOGY HOLDINGS, INC.


(A
Development Stage Company)


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


AND
COMPREHENSIVE INCOME (LOSS)


FOR
THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008


AND
FOR THE PERIOD FROM JANUARY 19, 2007 (INCEPTION)


THROUGH
SEPTEMBER 30, 2009


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


(Unaudited)





Three
      months ended September 30,
                              
                              
                              Nine
      months ended September 30,
                              
                              
                              Period
      from January
                                19,
      2007 (inception)2009
                              
                              
                              2008
                              
                              
                              2009
                              
                              
                              2008
                              
                              
                              through
      September
                                30,
      2009Revenues,
      net
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -Cost
      of revenue
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -Gross
      profit
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -Operating
      expenses:Impairment
      loss on long-lived assets
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              14,481,991General
      and administrative
                              
                              
                              91,470
                              
                              
                              
                              295,505
                              
                              
                              
                              265,257
                              
                              
                              
                              1,194,887
                              
                              
                              
                              2,198,256Total
      operating expenses
                              
                              
                              91,470
                              
                              
                              
                              295,505
                              
                              
                              
                              265,257
                              
                              
                              
                              1,194,887
                              
                              
                              
                              16,680,247LOSS
      FROM OPERATIONS
                              
                              
                              (91,470
                              )
                              
                              
                              (295,505
                              )
                              
                              
                              (265,257
                              )
                              
                              
                              (1,194,887
                              )
                              
                              
                              (16,680,247
                              )Other
      income (expense):Interest
      expense
                              
                              
                              -
                              
                              
                              
                              (167,699
                              )
                              
                              
                              -
                              
                              
                              
                              (270,403
                              )
                              
                              
                              (240,498
                              )Interest
      income
                              
                              
                              -
                              
                              
                              
                              9,719
                              
                              
                              
                              -
                              
                              
                              
                              20,796
                              
                              
                              
                              20,727Loss
      on disposal of plant & equipment
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (1,669
                              )Foreign
      exchange gain
                              
                              
                              -
                              
                              
                              
                              98,346
                              
                              
                              
                              -
                              
                              
                              
                              191,540
                              
                              
                              
                              191,540LOSS
      BEFORE INCOME TAXES
                              
                              
                              (91,470
                              )
                              
                              
                              (355,139
                              )
                              
                              
                              (265,257
                              )
                              
                              
                              (1,252,954
                              )
                              
                              
                              (16,710,147
                              )Income
      tax expense
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -LOSS
      FROM CONTINUING OPERATIONS, NET OF TAX
                              
                              
                              (91,470
                              )
                              
                              
                              (355,139
                              )
                              
                              
                              (265,257
                              )
                              
                              
                              (1,252,954
                              )
                              
                              
                              (16,710,147
                              )Income
      from discontinued operations, net of tax
                              
                              
                              -
                              
                              
                              
                              73,078
                              
                              
                              
                              -
                              
                              
                              
                              324,490
                              
                              
                              
                              401,190NET
      LOSS
                              
                              $
                              (91,470
                              )
                              
                              $
                              (282,061
                              )
                              
                              $
                              (265,257
                              )
                              
                              $
                              (928,464
                              )
                              
                              $
                              (16,308,957
                              )





See
accompanying notes to condensed consolidated financial
statements.


F-3


INNOCOM
TECHNOLOGY HOLDINGS, INC.


(A
Development Stage Company)


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


AND
COMPREHENSIVE INCOME (LOSS)


FOR
THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008


AND
FOR THE PERIOD FROM JANUARY 19, 2007 (INCEPTION)


THROUGH
SEPTEMBER 30, 2009


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


(Unaudited)





Three
      months ended September 30,
                                  
                                  
                                  Nine
      months ended September 30,
                                  
                                  
                                  Period
      from January
                                    19,
      2007 (inception)2009
                                  
                                  
                                  2008
                                  
                                  
                                  2009
                                  
                                  
                                  2008
                                  
                                  
                                  through
      September
                                    30,
      2009Other
      comprehensive income:Foreign
      currency translation gain
                                  
                                  
                                  (5,380
                                  )
                                  
                                  
                                  188,384
                                  
                                  
                                  
                                  96
                                  
                                  
                                  
                                  617,919
                                  
                                  
                                  
                                  351,926COMPREHENSIVE
      LOSS
                                  
                                  $
                                  (96,850
                                  )
                                  
                                  $
                                  (93,677
                                  )
                                  
                                  $
                                  (265,161
                                  )
                                  
                                  $
                                  (310,545
                                  )
                                  
                                  $
                                  (15,957,031
                                  )Loss
      from continuing operations per share - Basic and diluted
                                  
                                  $
                                  (0.00
                                  )
                                  
                                  $
                                  (0.01
                                  )
                                  
                                  $
                                  (0.01
                                  )
                                  
                                  $
                                  (0.03
                                  )
                                  
                                  $
                                  (0.44
                                  )Income
      from discontinued operations per share - Basic and diluted
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  0.00
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  0.01
                                  
                                  
                                  $
                                  0.01Net
      loss per share – Basic and diluted
                                  
                                  $
                                  (0.00
                                  )
                                  
                                  $
                                  (0.01
                                  )
                                  
                                  $
                                  (0.01
                                  )
                                  
                                  $
                                  (0.02
                                  )
                                  
                                  $
                                  (0.43
                                  )Weighted
      average shares outstanding – basic and diluted
                                  
                                  
                                  37,898,251
                                  
                                  
                                  
                                  37,898,251
                                  
                                  
                                  
                                  37,898,251
                                  
                                  
                                  
                                  37,898,251
                                  
                                  
                                  
                                  37,898,251





See
accompanying notes to condensed consolidated financial
statements.


F-4


INNOCOM
TECHNOLOGY HOLDINGS, INC.


(A
Development Stage Company)


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 AND FOR THE


PERIOD
FROM JANUARY 19, 2007 (INCEPTION) THROUGH SEPTEMBER 30, 2009


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


(Unaudited)





Nine
      months ended September 30,
                                              
                                              
                                              Period
      from
                                                January
      19, 20072009
                                              
                                              
                                              2008
                                              
                                              
                                              (inception)
      through
                                                September
      30, 2009Cash
      flows from operating activities:Loss
      from continuing operations
                                              
                                              $
                                              (265,257
                                              )
                                              
                                              $
                                              (1,252,954
                                              )
                                              
                                              $
                                              (16,710,147
                                              )Adjustments
      to reconcile loss from continuing operations to net cash used in operating
      activities:Depreciation
                                              
                                              
                                              2,365
                                              
                                              
                                              
                                              2,384
                                              
                                              
                                              
                                              5,927Amortization
      of intangible assets
                                              
                                              
                                              -
                                              
                                              
                                              
                                              447,472
                                              
                                              
                                              
                                              598,562Impairment
      of long-lived assets
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              14,481,991Write-off
      of obsolete inventories
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              87,299Loss
      on disposal of plant and equipment
                                              
                                              
                                              -
                                              
                                              
                                              
                                              1,667
                                              
                                              
                                              
                                              1,669Change
      in operating assets and liabilities:Inventories
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (139,430
                                              )
                                              
                                              
                                              (87,299
                                              )Prepayments
      and other receivables
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (211,849
                                              )
                                              
                                              
                                              (46,233
                                              )Deferred
      revenue
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (323,879
                                              )
                                              
                                              
                                              -Accounts
      payable, trade
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              80,692Accounts
      receivable, trade
                                              
                                              
                                              -
                                              
                                              
                                              
                                              81,491
                                              
                                              
                                              
                                              -Amount
      due to related party
                                              
                                              
                                              -
                                              
                                              
                                              
                                              99,937
                                              
                                              
                                              
                                              -Other
      payables and accrued liabilities
                                              
                                              
                                              (35,193
                                              )
                                              
                                              
                                              37,562
                                              
                                              
                                              
                                              (22,024
                                              )Net
      cash used in operating activities
                                              
                                              
                                              (298,085
                                              )
                                              
                                              
                                              (1,257,599
                                              )
                                              
                                              
                                              (1,609,563
                                              )Net
      cash provided by discontinued operations
                                              
                                              
                                              -
                                              
                                              
                                              
                                              324,490
                                              
                                              
                                              
                                              401,190Cash
      flows from investing activities:Proceeds
      from disposal of subsidiary
                                              
                                              
                                              -
                                              
                                              
                                              
                                              5,617,101
                                              
                                              
                                              
                                              -Payment
      to the investment in an unconsolidated entity
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (8,448,584
                                              )Acquisition
      of property, plant and equipment
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (240,722
                                              )
                                              
                                              
                                              (262,313
                                              )Acquisition
      of land use right
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (261,840
                                              )
                                              
                                              
                                              (185,402
                                              )Acquisition
      of intangible assets
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (5,960,775
                                              )Net
      cash used in investing activities
                                              
                                              
                                              -
                                              
                                              
                                              
                                              5,114,539
                                              
                                              
                                              
                                              (14,857,074
                                              )Net
      cash provided by (used in) discontinued operations
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (2,382
                                              )Cash
      flows from financing activities:Advances
      from (repayment to) a related party
                                              
                                              
                                              289,144
                                              
                                              
                                              
                                              (4,797,925
                                              )
                                              
                                              
                                              15,537,885Net
      increase in bank overdraft
                                              
                                              
                                              -
                                              
                                              
                                              
                                              33,503
                                              
                                              
                                              
                                              -Proceeds
      from short-term borrowings
                                              
                                              
                                              -
                                              
                                              
                                              
                                              512,065
                                              
                                              
                                              
                                              6,080,032Proceeds
      from (repayment of ) bills payable
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (6,080,032
                                              )Net
      cash provided by (used in) financing activities
                                              
                                              
                                              289,144
                                              
                                              
                                              
                                              (4,252,357
                                              )
                                              
                                              
                                              15,537,885Effect
      of exchange rate changes on cash and cash equivalents
                                              
                                              
                                              128
                                              
                                              
                                              
                                              594,476
                                              
                                              
                                              
                                              532,684Net
      change in cash and cash equivalents
                                              
                                              
                                              (8,813
                                              )
                                              
                                              
                                              523,549
                                              
                                              
                                              
                                              2,740BEGINNING
      OF PERIOD
                                              
                                              
                                              11,553
                                              
                                              
                                              
                                              3,597
                                              
                                              
                                              
                                              -END
      OF PERIOD
                                              
                                              $
                                              2,740
                                              
                                              
                                              $
                                              527,146
                                              
                                              
                                              $
                                              2,740SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Cash
      paid for income taxes
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              -Cash
      paid for interest
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              -


See
accompanying notes to condensed consolidated financial
statements.


F-5


INNOCOM
TECHNOLOGY HOLDINGS, INC.


(A
Development Stage Company)


CONDENSED
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)


FOR
THE PERIOD FROM JANUARY 19, 2007 (INCEPTION) THROUGH SEPTEMBER 30,
2009


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


(Unaudited)





Common
      stock
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  Accumulated
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  Deficit
                                                    accumulatedNo.
      of shares
                                                  
                                                  
                                                  Amount
                                                  
                                                  
                                                  Additional
                                                    paid-in
      capital
                                                  
                                                  
                                                  other
                                                    comprehensive
                                                    (loss)
      income
                                                  
                                                  
                                                  Retained
                                                    earnings
                                                  
                                                  
                                                  during
                                                    development
                                                    stage
                                                  
                                                  
                                                  Total
                                                    stockholders’
                                                    equity
      (deficit)Balance
      as of January 19, 2007
                                                  
                                                  
                                                  37,898,251
                                                  
                                                  
                                                  $
                                                  37,898
                                                  
                                                  
                                                  $
                                                  6,901,232
                                                  
                                                  
                                                  $
                                                  180,418
                                                  
                                                  
                                                  $
                                                  8,585,184
                                                  
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  15,704,732Net
      loss for the year
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (3,634,549
                                                  )
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (3,634,549
                                                  )Foreign
      currency translation adjustment
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (8,766
                                                  )
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (8,766
                                                  )Balance
      as of December 31, 2007
                                                  
                                                  
                                                  37,898,251
                                                  
                                                  
                                                  
                                                  37,898
                                                  
                                                  
                                                  
                                                  6,901,232
                                                  
                                                  
                                                  
                                                  171,652
                                                  
                                                  
                                                  
                                                  4,950,635
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  12,061,417Net
      income (loss) for the year
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  401,190
                                                  
                                                  
                                                  
                                                  (16,444,890
                                                  )
                                                  
                                                  
                                                  (16,043,700
                                                  )Foreign
      currency translation adjustment
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  360,596
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  360,596Balance
      as of December 31, 2008
                                                  
                                                  
                                                  37,898,251
                                                  
                                                  
                                                  
                                                  37,898
                                                  
                                                  
                                                  
                                                  6,901,232
                                                  
                                                  
                                                  
                                                  532,248
                                                  
                                                  
                                                  
                                                  5,351,825
                                                  
                                                  
                                                  
                                                  (16,444,890
                                                  )
                                                  
                                                  
                                                  (3,621,687
                                                  )Net
      loss for the period
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (265,257
                                                  )
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (265,257
                                                  )Foreign
      currency translation adjustment
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  96
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  96Balance
      as of September 30, 2009
                                                  
                                                  
                                                  37,898,251
                                                  
                                                  
                                                  $
                                                  37,898
                                                  
                                                  
                                                  $
                                                  6,901,232
                                                  
                                                  
                                                  $
                                                  532,344
                                                  
                                                  
                                                  $
                                                  5,086,568
                                                  
                                                  
                                                  $
                                                  (16,444,890
                                                  )
                                                  
                                                  $
                                                  (3,886,848
                                                  )





See
accompanying notes to condensed consolidated financial
statements.


F-6


INNOCOM
TECHNOLOGY HOLDINGS, INC.


(A
Development Stage Company)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 AND FOR THE PERIOD FROM


JANUARY
19, 2007 (INCEPTION) THROUGH SEPTEMBER 30, 2009


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


(Unaudited)





NOTE-1         BASIS
OF PRESENTATION





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





In the
opinion of management, the consolidated balance sheet as of December 31, 2008
which has been derived from audited financial statements and these unaudited
condensed consolidated financial statements reflect all normal and recurring
adjustments considered necessary to state fairly the results for the periods
presented. The results for the period ended September 30, 2009 are not
necessarily indicative of the results to be expected for the entire fiscal year
ending December 31, 2009 or for any future period.





These
unaudited condensed consolidated financial statements and notes thereto should
be read in conjunction with the Management’s Discussion and the audited
financial statements and notes thereto included in the Annual Report on Form
10-K for the year ended December 31, 2008.




NOTE-2 ORGANIZATION
AND BUSINESS BACKGROUND





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





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





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





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




NOTE-3 GOING
CONCERN UNCERTAINTIES





These
condensed consolidated financial statements have been prepared assuming that
Company will continue as a going concern, which contemplates the realization of
assets and the discharge of liabilities in the normal course of business for the
foreseeable future. The accompanying condensed consolidated financial statements
do not reflect any adjustments that might result if the Company is unable to
continue as a going concern. The Company does not generate significant revenue,
and has negative cash flows from operations, which raise substantial doubt about
the Company’s ability to continue as a going concern.


F-7


INNOCOM
TECHNOLOGY HOLDINGS, INC.


(A
Development Stage Company)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 AND FOR THE PERIOD FROM


JANUARY
19, 2007 (INCEPTION) THROUGH SEPTEMBER 30, 2009


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


(Unaudited)





The
continuation of the Company is dependent upon the continuing financial support
from its shareholders throughout September 30, 2010. Management believes this
funding will continue, and is also actively seeking new investors. Management
believes the existing shareholders will provide the additional cash to meet the
Company’s obligations as they become due, and will allow its planned principal
business to commence and assembly the production lines of mobile handsets and
components in the PRC.




NOTE-4 SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES





l
            Use
      of estimates





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





l
            Basis
      of consolidation





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





l
            Development
      stage company





The
Company has no substantive operations as of September 30, 2009 and the
historical operations of the Company relating to its planned manufacturing
facility in the PRC are presented for the period from January 19, 2007 (date of
inception). The Company is considered as a development stage company in
accordance with the provisions of Accounting Standards Codification ("ASC")
Topic 915 “Development Stage
Entities”.





l
            Revenue
      recognition





The
Company will recognize its revenue in accordance with the ASC Topic 605, "Revenue Recognition in Financial
Statements". Revenue will be recognized upon shipment, provided that
evidence of an arrangement exists, title and risk of loss have passed to the
customer, fees are fixed or determinable and collection of the related
receivable is reasonably assured. Revenue will be recorded net of taxes and
estimated product returns, which is based upon the Company's return policy,
sales agreements, management estimates of potential future product returns
related to current period revenue, current economic trends, changes in customer
composition and historical experience. To date, the Company has had no revenues
and is in the development stage.





l
            Cash
      and cash equivalents





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





l
            Intangible
      assets





Intangible
assets include trademarks of mobile phone handsets purchased from a third party.
In accordance with ASC Subtopic 350-50 “General Intangibles Other Than
Goodwill”, intangible assets with finite useful lives related to
developed technology, customer lists, trade names and other intangibles are
being amortized on a straight-line basis over the estimated useful life of the
related asset.


F-8


INNOCOM
TECHNOLOGY HOLDINGS, INC.


(A
Development Stage Company)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 AND FOR THE PERIOD FROM


JANUARY
19, 2007 (INCEPTION) THROUGH SEPTEMBER 30, 2009


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


(Unaudited)





Trademarks
are carried at cost less accumulated amortization and impairment loss, are
amortized on a straight-line basis over their estimated useful lives of 10 years
beginning at the time the related trademarks are granted. They will be used in
the planned assembly line for mobile phone communication products and components
in the PRC and subject to amortization when they are in operational
use.





For the
three and nine months ended September 30, 2009, amortization is no longer
required since their carrying values were fully provided for impairment loss in
2008.





l
            Land
      use right





All lands
in the People’s Republic of China (the “PRC”) are owned by the PRC government.
The government in the PRC, according to the relevant PRC law, may sell the right
to use the land for a specified period of time. Thus, all of the Company’s land
purchases in the PRC are considered to be leasehold land and are stated at cost
less accumulated amortization and any recognized impairment loss. Amortization
is provided over the term of the land use right agreements on a straight-line
basis, which is 45 years and they will expire in 2054.





For the
three and nine months ended September 30, 2009, amortization is no longer
required since its carrying value was fully provided for impairment loss during
2008.





l
              Plant
      and equipment, net





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





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





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





l
              Valuation
      of long-lived assets





Long-lived
assets primarily include plant and equipment, land use right and intangible
assets. In accordance with ASC Subtopic 360-10- “Impairment or Disposal of Long-Lived
Assets”, the Company periodically reviews long-lived assets for
impairment whenever events or changes in business circumstances indicate that
the carrying amount of the assets may not be fully recoverable or that the
useful lives are no longer appropriate. Each impairment test is based on a
comparison of the undiscounted cash flows to the recorded value of the asset. If
an impairment is indicated, the asset is written down to its estimated fair
value based on a discounted cash flow analysis. Determining the fair value of
long-lived assets includes significant judgment by management, and different
judgments could yield different results. There has been no impairment as of
September 30, 2009.





l
              Comprehensive
      (loss) income





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


F-9


INNOCOM
TECHNOLOGY HOLDINGS, INC.


(A
Development Stage Company)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 AND FOR THE PERIOD FROM


JANUARY
19, 2007 (INCEPTION) THROUGH SEPTEMBER 30, 2009


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


(Unaudited)





l
              Income
      taxes





The
Company adopts the ASC Topic 740 “Income Taxes”, regarding
accounting for uncertainty in income taxes prescribes the recognition threshold
and measurement attributes for financial statement recognition and measurement
of tax positions taken or expected to be taken on a tax return. In addition, the
guidance requires the determination of whether the benefits of tax positions
will be more likely than not sustained upon audit based upon the technical
merits of the tax position. For tax positions that are determined to be more
likely than not sustained upon audit, a company recognizes the largest amount of
benefit that is greater than 50% likely of being realized upon ultimate
settlement in the financial statements. For tax positions that are not
determined to be more likely than not sustained upon audit, a company does not
recognize any portion of the benefit in the financial statements. The guidance
provides for de-recognition, classification, penalties and interest, accounting
in interim periods and disclosure.





The
Company did not have any unrecognized tax positions or benefits and there was no
effect on the financial condition or results of operations for the period ended
September 30, 2009. The Company and its subsidiaries are subject to local and
various foreign tax jurisdictions. The Company’s tax returns remain open subject
to examination by major tax jurisdictions.





l
              Net
      (loss) income per share





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





l
              Foreign
      currencies translation





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





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





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





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


F-10


INNOCOM
TECHNOLOGY HOLDINGS, INC.
 (A
Development Stage Company)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 AND FOR THE PERIOD FROM
 JANUARY
19, 2007 (INCEPTION) THROUGH SEPTEMBER 30, 2009
 (Currency
expressed in United States Dollars (“US$”))
 (Unaudited)
 
 September
      30, 2009
                                                  
                                                  
                                                  September
      30, 2008Period-end
      RMB:US$ exchange rate
                                                  
                                                  
                                                  6.838
                                                  
                                                  
                                                  
                                                  6.855Average
      monthly RMB:US$ exchange rate
                                                  
                                                  
                                                  6.843
                                                  
                                                  
                                                  
                                                  6.999Period-end
      HK$:US$ exchange rate
                                                  
                                                  
                                                  7.750
                                                  
                                                  
                                                  
                                                  7.770Average
      monthly HK$:US$ exchange rate
                                                  
                                                  
                                                  7.752
                                                  
                                                  
                                                  
                                                  7.798
 
 l
              Related
      parties
 
 Parties,
which can be a corporation or individual, are considered to be related if the
Company has the ability, directly or indirectly, to control the other party or
exercise significant influence over the other party in making financial and
operating decisions. Companies are also considered to be related if they are
subject to common control or common significant influence.
 
 l
              Fair
      value measurement
 
 ASC Topic
820 “Fair Value Measurements
and Disclosures” ("ASC 820") establishes a new framework for measuring
fair value and expands related disclosures. Broadly, ASC 820 framework requires
fair value to be determined based on the exchange price that would be received
for an asset or paid to transfer a liability (an exit price) in the principal or
most advantageous market for the asset or liability in an orderly transaction
between market participants. ASC 820 establishes a three-level valuation
hierarchy based upon observable and non-observable inputs. These tiers include:
Level 1, defined as observable inputs such as quoted prices in active markets;
Level 2, defined as inputs other than quoted prices in active markets that are
either directly or indirectly observable; and Level 3, defined as unobservable
inputs in which little or no market data exists, therefore requiring an entity
to develop its own assumptions.
 
 For
financial assets and liabilities, fair value is the price the Company would
receive to sell an asset or pay to transfer a liability in an orderly
transaction with a market participant at the measurement date. In the absence of
active markets for the identical assets or liabilities, such measurements
involve developing assumptions based on market observable data and, in the
absence of such data, internal information that is consistent with what market
participants would use in a hypothetical transaction that occurs at the
measurement date.
 
 l
              Recent
      accounting pronouncements
 
 The
Company has reviewed all recently issued, but not yet effective, accounting
pronouncements and does not believe the future adoption of any such
pronouncements may be expected to cause a material impact on its financial
condition or the results of its operations.
 
 In April
2009, the FASB issued an update to ASC Topic 820 “Fair Value Measurements and
Disclosures” to provide additional guidance on estimating fair value when
the volume and level of transaction activity for an asset or liability have
significantly decreased in relation to normal market activity for the asset or
liability. Additionally, additional disclosures are required regarding fair
value in interim and annual reports. These provisions are effective for interim
and annual periods ending after June 15, 2009. The Company adopted this guidance
and it did not materially affect the Company’s financial position and results of
operations.
 
 In May
2009, the FASB issued ASC Topic 855 “Subsequent Events” which
established general standards of accounting for and disclosure of events that
occur after the balance sheet date but before financial statements are issued or
are available to be issued. Furthermore, this requires disclosure of the date
through which subsequent events were evaluated. These requirements are effective
for interim and annual periods after June 15, 2009. The Company adopted these
requirements for the quarter ended September 30, 2009, and have evaluated
subsequent events through November 2, 2009.
  F-11
  INNOCOM
TECHNOLOGY HOLDINGS, INC.
 (A
Development Stage Company)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 AND FOR THE PERIOD FROM
 JANUARY
19, 2007 (INCEPTION) THROUGH SEPTEMBER 30, 2009
 (Currency
expressed in United States Dollars (“US$”))
 (Unaudited)
 
 In June
2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-1, “Topic 105 — Generally Accepted
Accounting Principles” which amended ASC 105, “Generally Accepted Accounting
Principles” to establish the Codification as the source of authoritative
GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and
interpretive releases of the SEC under authority of federal securities laws are
also sources of authoritative GAAP for SEC registrants. On the effective date,
the Codification superseded all then-existing non-SEC accounting and reporting
standards. All previous references to the superseded standards in our
consolidated financial statements have been replaced by references to the
applicable sections of the Codification. The adoption of these sections did not
have a material impact on the Company’s condensed consolidated financial
statements.
 
 In August
2009, the FASB issued an update of ASC Topic 820 “Measuring Liabilities at Fair Value”. The new guidance provides clarification that in circumstances in which
a quoted price in an active market for the identical liability is not available,
a reporting entity is required to measure fair value using prescribed
techniques. The Company adopted the new guidance in the third quarter of 2009
and it did not materially affect the Company’s financial position and results of
operations.
 
 In
October 2009, the FASB issued ASU No. 2009-13, “Revenue Recognition (Topic 605):
Multiple-Deliverable Revenue Arrangements (a consensus of the FASB Emerging
Issues Task Force)” which amends ASC 605-25, “Revenue Recognition:
Multiple-Element Arrangements.” ASU No. 2009-13 addresses how to
determine whether an arrangement involving multiple deliverables contains more
than one unit of accounting and how to allocate consideration to each unit of
accounting in the arrangement. This ASU replaces all references to fair value as
the measurement criteria with the term selling price and establishes a hierarchy
for determining the selling price of a deliverable. ASU No. 2009-13 also
eliminates the use of the residual value method for determining the allocation
of arrangement consideration. Additionally, ASU No. 2009-13 requires expanded
disclosures. This ASU will become effective for us for revenue arrangements
entered into or materially modified on or after April 1, 2011. Earlier
application is permitted with required transition disclosures based on the
period of adoption. The Company is currently evaluating the application date and
the impact of this standard on its condensed consolidated financial
statements.
 
 NOTE-5 DISCONTINUED
OPERATIONS
 
 Starting
from the fourth quarter of 2008, global economic conditions have deteriorated
significantly across the countries and the demand for communication products and
components was adversely slowed down. The Company has discontinued its trading
business in the mobile communication products and components in Hong Kong since
the customers no longer demanded for sales orders during the first, second and
third quarters of 2009.
 
 NOTE-6 AMOUNT DUE TO A
RELATED PARTY
 
 As of
September 30, 2009, a balance of $4,441,554 due to a director and a major
shareholder of the Company, Mr. William Hui, represented temporary advance to
the Company which was unsecured, interest-free with no fixed repayment
term.
  F-12
  INNOCOM
TECHNOLOGY HOLDINGS, INC.
 (A
Development Stage Company)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 AND FOR THE PERIOD FROM
 JANUARY
19, 2007 (INCEPTION) THROUGH SEPTEMBER 30, 2009
 (Currency
expressed in United States Dollars (“US$”))
 (Unaudited)
 
 NOTE-7 INCOME
TAXES
 
 The
Company operates in various countries: United States, British Virgin Island,
Hong Kong and the PRC that are subject to taxes in the jurisdictions in which
they operate, as follows:
 
 United
States of America
 
 The
Company is registered in the State of Nevada and is subject to United States
current tax law.
 
 British
Virgin Island
 
 Under the
current BVI law, the Company is not subject to tax on income.
 
 Hong
Kong
 
 For the
nine months ended September 30, 2009 and 2008 and for the period from January
19, 2007 (Inception) through September 30, 2009, no provision for Hong Kong
Profits Tax is provided for since the Company’s income neither arises in, nor is
derived form Hong Kong under its applicable tax law.
 
 The
PRC
 
 The
Company’s subsidiary, CICTL is subject to the unified income rate of 25% on the
taxable income. For the nine months ended September 30, 2009 and 2008 and for
the period from January 19, 2007 (Inception) through September 30, 2009, CICTL
generated net operating losses and accordingly, no provision for income tax has
been recorded.
 
 NOTE-8 COMMITMENTS
AND CONTINGENCIES
 
 Operating lease
commitment
 
 The
Company leases an office premise under a non-cancelable operating lease for a
term of 2 years due June 15, 2010. Costs incurred under this operating lease are
recorded as rent expense and totaled approximately $98,893, $76,368 and $326,968
for the nine months ended September 30, 2009 and 2008, and the period from
January 19, 2007 (Inception) through September 30, 2009.
 
 As of
September 30, 2009, the Company has the future minimum rental payments of
$99,174 under a non-cancelable operating lease in the next 12
months.
 
 NOTE-9 SUBSEQUENT
EVENTS
  The
Company evaluated subsequent events through November 2, 2009, the date the
financial statements were issued, and there were no subsequent events which
impacted the Company’s financial position or results of operations as of
September 30, 2009 or which required disclosure.
  F-13
 
 ITEM
      2.
              MANAGEMENTS
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
      OPERATION
 
 The
following review concerns three months ended September 30, 2009 and September
30, 2008, and nine months ended September 30, 2009 and September 30, 2008, which
should be read in conjunction with the financial statements and notes thereto
presented in the Form 10-K.
 
 Forward
Looking Statements
 
 The
information in this discussion contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These forward-looking
statements involve risks and uncertainties, including statements regarding our
capital needs, business strategy and expectations. Any statements contained
herein that are not statements of historical facts may be deemed to be
forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as "may", "will", "should", "expect", "plan",
"intend", "anticipate", "believe", "estimate", "predict", "potential" or
"continue", the negative of such terms or other comparable terminology. Actual
events or results may differ materially. We disclaim any obligation to publicly
update these statements, or disclose any difference between its actual results
and those reflected in these statements. The information constitutes
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995.
 
 History
 
 Innocom
Technology Holdings, Inc. (the “Company” or “INCM”) was incorporated in the
State of Nevada on June 26, 1998.
  On June
20, 2006, the Company changed its name from “Dolphin Productions, Inc.” to
“Innocom Technology Holdings, Inc.”
 
 On
January 19, 2007, Changzhou Innocom Communication Technology Limited is
incorporated and registered in the People’s Republic of China (“the
PRC”).
 
 On May
16, 2007, the Company purchased a 10 years mobile phone manufacturing license in
a consideration of RMB45 million (approximately $5,770,000) and annual license
fee of RMB500,000 (approximately $64,000).
 
 On May 8,
2008, the Company completed the establishment of a new subsidiary, Changzhou
Innocom Communication Technology Limited in the PRC upon the approval of its
local government.
 
 Overview
and Future Plan of Operations
 
 In
February 2009, the Company determined to have a temporary closure in the
manufacturing facility in Changzhou City, Zhejiang Province, the PRC. Starting
from the fourth quarter 2008, global economic conditions have deteriorated
significantly across the countries and the demand for communication products and
components was adversely slowed down. During such challenging economic times,
the Company has discontinued operation in the manufacture of mobile
communication products and components in the PRC. However, the Company did not
intend to dispose by sale and may continue to operate the manufacturing facility
depending upon the market recovery condition in the next 12 months.
 
 Results
of Operations for Three Months ended September 30, 2009 and September 30, 2008
and Nine Months Ended September 30, 2009 and September 30, 2008
 
 During
the three months ended September 30, 2009, we experienced a net loss of $91,470
compared to a net loss of $282,061 for three months ended
September 30, 2008. During nine months ended September 30, 2009, we
experienced a net loss of $265,257 compared to a net loss of $928,464 for
nine months ended September 30, 2008. The loss is attributable to the
significant deteriorated environment and the challenging economic crisis of the
period.
  4
 
 Revenue
 
 As a
result of temporary discontinue of business and operation in the manufacture of
mobile communication products and components in the PRC, no revenue is recorded
during both three and nine months ended September 30, 2009.
 
 Cost
of Sales
 
 As a
result of temporary discontinue of business and operation in the manufacture of
mobile communication products and components in the PRC, no cost of sale is
recorded during both three and nine months ended September 30,
2009.
  Administrative
Expenses
 
 Administrative
expenses mainly included office rental charges, salaries and professional
fee.
 
 Below
table sets out the components of non-cash items:
 
 Three
      Months ended
                        September
      30,
                      
                      
                      Nine
      Months ended
                        September
      30,2009
                      
                      
                      2008
                      
                      
                      2009
                      
                      
                      2008Depreciation
                      
                      $
                      788
                      
                      
                      $
                      1,138
                      
                      
                      $
                      2,365
                      
                      
                      $
                      2,384Amortization
      of intangible assets
                      
                      
                      -
                      
                      
                      
                      150,213
                      
                      
                      
                      -
                      
                      
                      
                      447,472$
                      788
                      
                      
                      $
                      151,351
                      
                      
                      $
                      2,365
                      
                      
                      $
                      449,856
 
 The
depreciation policy adopted in for the fiscal year 2009 was consistent with that
adopted in 2008.
 
 The
decrease in amortization of intangible assets is due to intangible assets being
written off during the last quarter of 2008.
 
 Other
Income
 
 Total
other income for both periods presented was immaterial and consisted of the
following:
  Three
      Months
                              ended
                              September
      30,
                              2009
                            
                            
                            Three
      Months
                              ended
                              September
      30,
                              2008
                            
                            
                            Nine
      Months
                              ended
                              September
      30,
                              2009
                            
                            
                            Nine
      Months
                              ended
                              September
      30,
                              2008Interest
      income
                            
                            $
                            -
                            
                            
                            $
                            9,719
                            
                            
                            $
                            -
                            
                            
                            $
                            20,796Interest
      expense
                            
                            $
                            -
                            
                            
                            $
                            167,699
                            
                            
                            $
                            -
                            
                            
                            $
                            270,403
 
 Net
Loss
 
 Net loss
for the nine months ended September 30, 2009 was $265,527 compared to net loss
of $928,464 for the nine months ended September 30, 2008. Loss of both periods
is attributable to the significant deteriorated environment and the challenging
economic crisis of the periods.   .
 
 Trends,
Events, and Uncertainties
 
 On May 8,
2008, we have completed the establishment of a new subsidiary, Changzhou Innocom
Communication Technology Limited in Changzhou, Jiangsu Province, China upon the
approval of its local government. Trial assembling of mobile phones has been
completed. We will assemble mobile phones under the purchased trade mark namely
“Tsinghua Unisplendour” and other mobile phone components on OEM basis. On
August 13, 2008, this subsidiary has entered into an annual assembling service
agreement for a brand-name mobile phone manufacturer on OEM basis. We expect to
start assembling service in first quarter of 2009.
  5
 
 However,
starting from the fourth quarter 2008, global economic conditions have
deteriorated significantly across the countries and the demand for communication
products and components was adversely slowed down. During challenging economic
times, the Company determined to discontinue operation in the manufacture of
mobile communication products and components in February 2009.
 
 Liquidity
and Capital Resources for Nine Months Ended September 30, 2009 and
2008
 
 Cash
flows from operating activities
 
 We
experienced negative cash flows used in operations in the amount of $298,085 for
nine months ended September 30, 2009 as compared with negative cash flow used in
the operations in the amount of $933,109 for nine months ended September 30,
2008.
 
 Cash
flows from investing activities
 
 During
nine months ended September 30, 2009, there are no investment
activities.
 
 During
nine months ended September 30, 2008, we had positive cash flow provided by
investment activities in the amount of $5,114,539. We received proceed from
disposal of subsidiaries of $5,617,101. We used $240,722 to purchase property,
plant and equipment and made a capital payment of $261,840 in acquisition of
land use right.
 
 Cash
flows from financing activities
 
 During
nine months ended September 30, 2009 we experienced positive cash flow advanced
from a related party in the amount of $289,144.
 
 During
nine months ended September 30, 2008, we experienced negative cash flows in
financing activities in the amount of $4,252,357. We repay advance from a
related party in the amount of $4,797,925. On the other hand, we obtained
short-term bank loans and note payable of $512,065 and $33,503
respectively.
 
 Liquidity
 
 On a
long-term basis, our liquidity will be dependent on establishing profitable
operations, receipt of revenues, additional infusions of capital and additional
financing. If necessary, we may raise capital through an equity or debt
offering. The funds raised from this offering will be used to develop and
execute our business plan. However, there can be no assurance that we will be
able to obtain additional equity or debt financing in the future, if at all. If
we are unable to raise additional capital, our growth potential will be
adversely affected. Additionally, we will have to significantly modify our
plans.
 
 Critical
Accounting Policies
 
 The
financial statements are prepared in accordance with accounting principles
generally accepted in the U.S., which requires us to make estimates and
assumptions in certain circumstances that affect amounts reported in the
accompanying financial statements and related footnotes. In preparing these
financial statements, management has made its best estimates and judgments of
certain amounts included in the financial statements, giving due consideration
to materiality. We do not believe there is a great likelihood that materially
different amounts would be reported related to the accounting policies described
below. However, application of these accounting policies involves the exercise
of judgment and use of assumptions as to future uncertainties and, as a result,
actual results could differ from these estimates.
  Details
of critical accounting policies are set out in notes to the financial statements
included in Item 1.
  6
 
 Employees
 
 As of
September 30, 2009, we had approximately 5 full-time employees employed in Hong
Kong. From time to time we employ independent contractors to support our
production, engineering, marketing, and sales departments.
 
 Website
Access to our SEC Reports
  Our
Internet website address is www.innocomtechnology.com. Through our Internet
website, we will make available, free of charge, the following reports as soon
as reasonably practicable after electronically filing them with, or furnishing
them to, the SEC: our Annual Reports on Form 10-K; our Quarterly Reports on Form
10-Q; our Current Reports on Form 8-K; and amendments to those reports filed or
furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Our Proxy Statements for our Annual Stockholder
Meetings are also available through our Internet website. Our Internet website
and the information contained therein or connected thereto are not intended to
be incorporated into this Annual Report on Form 10-K.
  You may
also obtain copies of our reports without charge by writing to:
 
 Attn:
Investor Relations
 Suite
1501, Bank of East Asia Harbour View Centre
 56
Gloucester Road
 Wanchai,
Hong Kong, PRC
 
 The
public may also read and copy any materials filed with the SEC at the SEC's
Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, or through
the SEC website at www.sec.gov. The Public Reference Room may be contact at
(800) SEC-0330. You may also access our other reports via that link to the SEC
website.
 
 ITEM
3.         QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
 Foreign
Exchange Risk
 
 While our
reporting currency is the U.S. Dollar, all of our consolidated revenues and
consolidated costs and expenses are denominated in Renminbi. All of our assets
are denominated in RMB except for cash. As a result, we are exposed to foreign
exchange risk as our revenues and results of operations may be affected by
fluctuations in the exchange rate between U.S. Dollars and RMB. If the RMB
depreciates against the U.S. Dollar, the value of our RMB revenues, earnings and
assets as expressed in our U.S. Dollar financial statements will decline. We
have not entered into any hedging transactions in an effort to reduce our
exposure to foreign exchange risk.
 
 Inflation
 
 Inflationary
factors such as increases in the cost of our product and overhead costs may
adversely affect our operating results. Although we do not believe that
inflation has had a material impact on our financial position or results of
operations to date, a high rate of inflation in the future may have an adverse
effect on our ability to maintain current levels of gross margin and selling,
general and administrative expenses as a percentage of net revenues if the
selling prices of our products do not increase with these increased
costs.
  7
 
 ITEM
4T.      CONTROLS AND PROCEDURES.
 
 Evaluation of Disclosure
Controls and Procedures.
 
 Based on
an evaluation under the supervision and with the participation of management,
our Chief Executive Officer and Chief Financial Officer have concluded that our
disclosure controls and procedures as defined in Section 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended
("Exchange  Act") were effective as of March 31, 2008 to ensure that
information required to be disclosed by us in reports that we file or submit
under the Exchange Act is (i) recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission
rules and forms and (ii) accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required
disclosure.
 
 Changes in Internal Control
over Financial Reporting
 
 There
were no changes in our internal control over financial reporting during the
quarter ended September 30, 2009, which were identified in connection with
management's evaluation required by paragraph (d) of rules 13a-15 and 15d-15
under the Exchange Act, that have materially affected, or are reasonably likely
to materially affect, our internal control over financial
reporting.
 
 PART
II - OTHER INFORMATION
 
 ITEM
1.         LEGAL
PROCEEDINGS
 
 We are
not involved in any material pending legal proceedings at this time, and
management is not aware of any contemplated proceeding by any governmental
authority.
 
 ITEM
1A.      RISK FACTORS
 
 N/A
 
 ITEM
2.         UNREGISTERED SALES OF
EQUITY SECURITIES AND USE OF PROCEEDS
 
 None.
 
 ITEM
3.         DEFAULTS UPON SENIOR
SECURITIES
 
 None.
 ITEM
4.         SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
 
 None.
 
 ITEM
5.         OTHER
INFORMATION
 
 None.
 
 ITEM
6.         EXHIBITS
  8
 
 INDEX
TO EXHIBITS
 OF
 INNOCOM
TECHNOLOGY HOLDINGS, INC.
 
 31.1
              Rule
      13a-14 (a)/15d-14 (a) Certification of Chief Executive
    Officer31.2
              Rule
      13a-14 (a)/15d-14 (a) Certification of Chief Financial
    Officer32.1
              Section
      1350 Certification of Chief Executive Officer32.2
              Section
      1350 Certification of Chief Financial
Officer
 
 SIGNATURES
  In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
  INNOCOM
      TECHNOLOGY HOLDINGS, INC./s/Dated:
      November 2, 2009
                                
                                William Yan Sui Hui, Chief
      Executive Officer(Principal executive
      officer)
 
 /s/Dated:
      November 2, 2009
                              
                              Cheung Wai Hung, Eddie, Chief
      Financial Officer(Principal financial
      officer)
  9