**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**** **Washington,
      D.C. 20549**







**FORM
      10-K**










x **ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934**


For
      the
      fiscal year ended December 31, 2007





OR




o **TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934**





For
      the
      transition period from ________  to
 ________




Commission
      File Number 0 **-** **** 50164











**INNOCOM
      TECHNOLOGY HOLDINGS, INC.**


(Exact
      name of registrant as specified in its charter)




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




**Unit
      3506, Bank of America Tower**


**12
      Harcourt Road**


**Central,
      Hong Kong PRC**


(Address
      of principal executive offices)





**(852)
      3102 1602**


(Issuer's
      telephone number, including area code)




**Securities
      registered pursuant to Section 12(b) of the Act: None.**




**Securities
      registered pursuant to Section 12(g) of the Act: Common Stock ($0.001 par
      value)**




Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act.


Yes oNo x





Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Exchange Act. Yes oNo x




Indicate
      by check mark whether the registrant (1) has 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.    Yes x No o





Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K is not contained herein, and will not be contained, to the best
      of registrant’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-K or any amendment to
      this
      Form 10-K.  ̈





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 x
            Smaller reporting company  ̈




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


Yes  ̈ No  x




As
      of
      December 31, 2007, the aggregate market value of the registrant’s common
      stock held by non-affiliates of the registrant was $3,697,705.25 based on the
      closing sale price as reported on the Over-the-Counter Bulletin Board. As of
      April 10, 2008, there were 37,898,251 shares of common stock outstanding.





**DOCUMENTS
      INCORPORATED BY REFERENCE**





None










Innocom
      Technology Holdings, Inc.




**FORM
      10-K**





For
      the
      Year Ended December 31, 2007




**TABLE
      OF CONTENTS**




PART
                IITEM
                1.
            
            Business
            **2**ITEM
                1A.
            
            Risk
                Factors
            **4**ITEM
                1B.
            
            Unresolved
                Staff Comments
            **12**ITEM
                2.
            
            Properties
            **12**ITEM
                3.
            
            Legal
                Proceedings
            **12**ITEM
                4.
            
            Submission
                of Matters to a Vote of Security Holders
            **12**PART
                IIITEM
                5.
            
            Market
                for Registrant’s Common Equity, Related Stockholder Matters and
              Issuer
                Purchases of Equity Securities
            **12**ITEM
                6.
            
            Selected
                Financial Data
            **13**ITEM
                7.
            
            Management's
                Discussion and Analysis of Financial Condition and Results of
                Operations
            **13**ITEM
                7A.
            
            Quantitative
                and Qualitative Disclosures About Market Risk
            **17**ITEM
                8.
            
            Financial
                Statements and Supplementary Data
            **18**ITEM
                9.
            
            Changes
                In and Disagreements with Accountants on Accounting and Financial
                Disclosure
            **19**ITEM
                9A.
            
            Controls
                and Procedures
            **19**ITEM
                9B.
            
            Other
                Information
            **19**PART
                IIIITEM
                10.
            
            Directors
                and Executive Officers of the Registrant
            **20**ITEM
                11.
            
            Executive
                Compensation
            **22**ITEM
                12.
            
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            **23**ITEM
                13.
            
            Certain
                Relationships and Related Transactions
            **24**ITEM
                14.
            
            Principal
                Accountant Fees and Services
            **24**PART
                IVITEM
                15
            
            Exhibits,
                Financial Statement Schedules
            **25****SIGNATURES**
            
            
            **26**










**INFORMATION
      REGARDING FORWARD-LOOKING STATEMENTS**




This
      Annual Report on Form 10-K contains forward-looking statements. These statements
      relate to future events or our future financial performance. 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,"
      "will," "should," "expect," "plan," "anticipate," "believe," "estimate,"
      "predict," "potential" or "continue," the negative of such terms or other
      comparable terminology. These statements are only predictions. Actual events
      or
      results may differ materially.




Although
      we believe that the expectations reflected in the forward-looking statements
      are
      reasonable, we cannot guarantee future results, levels of activity, performance
      or achievements. Moreover, neither we nor any other person assumes
      responsibility for the accuracy and completeness of the forward-looking
      statements. We undertake no duty to update any of the forward-looking statements
      after the date of this report to conform such statements to actual results
      or to
      changes in our expectations.




Readers
      are also urged to carefully review and consider the various disclosures made
      by
      us which attempt to advise interested parties of the factors which affect our
      business, including without limitation the disclosures made in *PART
      I. ITEM 1A:. Risk Factors* and *PART
      II. ITEM 6 "Management's Discussion and Analysis or Plan of
      Operatio* n"
      included herein.





**PART
      I.**


**Item
      1. Business**





**History**





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





On
      March
      30, 2006, pursuant to an Agreement and Plan of Reorganization dated March 15,
      2006 among the Company, Innocom Technology Holdings Limited, a British Virgin
      Islands corporation, (“Innocom”) and certain shareholders of Innocom, the
      Company acquired 100% of Innocom’s issued and outstanding common stock making
      Innocom a wholly owned subsidiary of the Company.  As a result, the
      Company, which previously had no material operations, has acquired the business
      of Innocom which have two principal business lines: design and solution
      provision for mobile phones, and trading of mobile phone handsets and related
      components.





In
      2006,
      we change the name of the Company from Dolphin Production, Inc. to Innocom
      Technology Holdings, Inc.





Due
      to
      keen competition, the Company ceased the business of design and solution
      provision for mobile phone segment in the last quarter of 2006 and disposed
      of
      entire segment in May 2007 with a profit of US$599,544.





In
      February 2007, we have established a wholly-foreign owned subsidiary company
      to
      acquire distressed land, factory building and equipments under receivership
      from
      municipal government. Deposits have been paid by installments. We expect to
      complete the acquisition in near future. The factory will be used for assembling
      mobile phones under the trade mark we purchased in May 2007 and components
      parts
      on OEM basis.





In
      May
      2007, we acquire a trade mark, namely “Tsinghua Unisplendour” for a period of 10
      years.





In
      2007,
      we discontinue the registration of domain name
“dolphinproductions.net”.





**Our
      Business**





We
      provide sourcing of mobile phone handsets and components for customers on a
      wholesale basis.




2





**Customers**





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





We
      generate our revenue from sale of complete mobile handsets and component
      parts.





**Facilities**





We
      do not
      own any land and building. We currently rent a 200 square meters office with
      a
      lease period of two years in Hong Kong as our headquarter office.





**Employees**





As
      of
      December 31, 2007, we employed approximately 4 full-time employees. The Company
      does not have any collective bargaining agreements with its employees and we
      consider our employee relations to be good.




**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


Unit
      3506, Bank of America Tower


12
      Harcourt Road


Central,
      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.




3





**Item
      1A. Risk Factors**




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





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





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




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





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





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





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





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





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




4





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





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





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





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




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





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





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




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





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





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




5





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





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





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





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





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





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





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




6





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





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





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





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





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





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





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





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





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




7





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





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





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





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





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





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





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





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





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




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




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





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




8





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




***Our
      future revenues and results of operations may be difficult to forecast and
      results in prior periods may no be indicative of future
      results.***




At
      times
      in the past and in certain segments, our revenues have fluctuated on a quarterly
      and annual basis as well as grown significantly and has decreased significantly.
      Accurate predictions of future revenues are difficult because of the rapid
      changes in the markets in which we operate.




Our
      results of operations have fluctuated and may continue to fluctuate
      significantly in the future as a result of a variety of factors, many of which
      are beyond our control. These factors include:




·
            the
                addition of new clients or the loss of existing
                clients;




·
            changes
                in fees paid by advertisers or other
                clients;




·
            the
                introduction of new mobile technology services by us or our
                competitors;




·
            variations
                in the levels of capital or operating expenditures and other costs
                relating to the maintenance or expansion of our operations, including
                personnel costs;




·
            seasonality;




·
            changes
                in results of operations brought about by newly acquired businesses
                or new
                joint ventures, which may be exceedingly difficult to predict due
                to
                management's lack of history with such businesses or joint
                ventures;




·
            changes
                in governmental regulation of mobile communications;
                and




·
            general
                economic conditions.




Our
      future revenues and results of operations may be difficult to forecast due
      to
      the above factors and the time we may need to adequately respond to any changes
      in them. Our profit margins may suffer if we are unable to pass some of the
      costs on to our customers. In addition, our expense levels are based in large
      part on our investment plans and estimates of future revenues. Any increased
      expenses may precede or may not be followed by increased revenues, as we may
      be
      unable to, or may elect not to, adjust spending in a timely manner to compensate
      for any unexpected revenue shortfall. As a result, we believe that
      period-to-period and year-to-year comparisons of our results of operations
      may
      not be meaningful.





***Acquisitions
      may harm our financial results.***





Acquisitions
      have been part of our growth and may continue to be part of our growth in the
      future. Our acquisitions may be of entire companies, certain assets of
      companies, controlling interests in companies or of minority interests in
      companies where we intend to invest as part of a strategic alliance. If we
      are
      not successful in integrating companies that we acquire or are not able to
      generate adequate sales from the acquired entities, our business could be
      materially and adversely affected.




***We
      depend on proprietary rights and we face the risk of
      infringement.***




Our
      success and ability to compete are substantially dependent on our internally
      developed technologies and trademarks, which we protect through a combination
      of
      copyright, trade secret and trademark law. Patent applications and trademark
      applications we submit may not be approved. Even if they are approved, such
      patents or trademarks may be successfully challenged by others or invalidated.
      If our trademark registrations are not approved because third parties own such
      trademarks, our use of such trademarks will be restricted unless we enter into
      arrangements with such third parties that may be unavailable on commercially
      reasonable terms.




We
      generally enter into confidentiality or license agreements with our employees,
      consultants and corporate partners, and generally control access to and
      distribution of our technologies, documentation and other proprietary
      information. Despite our efforts to protect our proprietary rights from
      unauthorized use or disclosure, parties may attempt to disclose, obtain or
      use
      our solutions or technologies. The steps we have taken may not prevent
      misappropriation of our solutions or technologies, particularly in many foreign
      countries in which we operate, where laws or law enforcement practices may
      not
      protect our proprietary rights as fully as in the United States.




9




We
      have,
      from time to time, been, and may in the future be, subject to claims of alleged
      infringement of the trademarks and other intellectual property rights of third
      parties by us or by customers who employ our advertising solutions. We may
      be
      required, or may elect, to indemnify these parties against such claims. Such
      claims and any resultant litigation could subject us to significant liability
      for damages and could result in the invalidation of our proprietary rights.
      In
      addition, even if we prevail, such litigation could be time-consuming and
      expensive to defend, and could result in the diversion of our time and
      attention, any of which could materially and adversely affect our business,
      results of operations and financial condition. Any claims or litigation from
      third parties may also result in limitations on our ability to use the
      trademarks and other intellectual property subject to such claims or litigation
      unless we enter into arrangements with the third parties responsible for such
      claims or litigation, which may be unavailable on commercially reasonable terms,
      if at all.




***Future
      currency fluctuations and restrictions on currency exchange may adversely affect
      our business, including limiting our ability to convert Chinese renminbi into
      foreign currencies and, if Chinese renminbi were to decline in value, reducing
      our revenues in U.S. dollar terms.***




Our
      reporting currency is the U.S. dollar and our operations in China and Hong
      Kong
      use their respective local currencies as their functional currencies. The
      majority of our revenues derived and expenses incurred are in currencies other
      than the U.S. dollar. We are subject to the effects of exchange rate
      fluctuations with respect to any of these currencies. We can offer no assurance
      that these will be stable against the U.S. dollar or any other foreign
      currency.




The
      income statements of our international operations are translated into U.S.
      dollars at the average exchange rates in each applicable period. To the extent
      the U.S. dollar strengthens against foreign currencies, the translation of
      these
      foreign currencies denominated transactions results in reduced revenues,
      operating expenses and net income for our international operations. Similarly,
      to the extent the U.S. dollar weakens against foreign currencies, the
      translation of these foreign currency denominated transactions results in
      increased revenues, operating expenses and net income for our international
      operations. We are also exposed to foreign exchange rate fluctuations as we
      convert the financial statements of our foreign subsidiaries into U.S. dollars
      in consolidation. If there is a change in foreign currency exchange rates,
      the
      conversion of the foreign subsidiaries' financial statements into U.S. dollars
      will lead to a translation gain or loss which is recorded as a component of
      other comprehensive income. In addition, we have certain assets and liabilities
      that are denominated in currencies other than the relevant entity's functional
      currency. Changes in the functional currency value of these assets and
      liabilities create fluctuations that will lead to a transaction gain or loss.
      We
      have not entered into agreements or purchased instruments to hedge our exchange
      rate risks, although we may do so in the future. The availability and
      effectiveness of any hedging transactions may be limited and we may not be
      able
      to successfully hedge our exchange rate risks.




***Changes
      to existing accounting pronouncements, including SFAS 123R, or taxation rules
      or
      practices may adversely affect our reported results of operations or how we
      conduct our business.***




A
      change
      in accounting pronouncements or taxation rules or practices can have a
      significant effect on our reported results and may even affect our reporting
      of
      transactions completed before the change is effective. Pursuant to SEC rules,
      we
      are required to implement the Statement of Financial Accounting Standards No.
      123 (revised 2004), "Share-Based Payment" ("SFAS 123R") starting in the first
      quarter of 2006. SFAS 123R requires us to measure compensation costs for all
      share-based compensation (including stock options and our employee stock
      purchase plan, as currently constructed) at fair value and take compensation
      charges equal to that value. The method that we use to determine the fair value
      of stock options is based upon, among other things, the volatility of our
      ordinary shares. The price of our ordinary shares has historically been
      volatile. Therefore, the requirement to measure compensation costs for all
      share-based compensation under SFAS 123R could negatively affect our
      profitability and the trading price of our ordinary shares. SFAS 123R and the
      impact of expensing on our reported results could also limit our ability to
      continue to use stock options as an incentive and retention tool, which could,
      in turn, hurt our ability to recruit employees and retain existing employees.
      Other new accounting pronouncements or taxation rules and varying
      interpretations of accounting pronouncements or taxation practice have occurred
      and may occur in the future. This change to existing rules, future changes,
      if
      any, or the questioning of current practices may adversely affect our reported
      financial results or the way we conduct our business.




***While
      we believe that we currently have adequate internal control procedures in place,
      we are still exposed to potential risks from recent legislation requiring
      companies to evaluate controls under Section 404 of the Sarbanes-Oxley Act
      of
      2002.***




While
      we
      believe that we currently have adequate internal control procedures in place,
      we
      are still exposed to potential risks from recent legislation requiring companies
      to evaluate controls under Section 404 of the Sarbanes-Oxley Act of 2002. Under
      the supervision and with the participation of our management, we have evaluated
      our internal controls systems in order to allow management to report on our
      internal controls, as required by Section 404 of the Sarbanes-Oxley Act. We
      have
      performed the system and process evaluation and testing required in an effort
      to
      comply with the management certification requirements of Section 404. As a
      result, we have incurred additional expenses and a diversion of management's
      time. If we are not able to continue to meet the requirements of Section 404
      in
      a timely manner or with adequate compliance, we might be subject to sanctions
      or
      investigation by regulatory authorities, such as the SEC or the Nasdaq National
      Market. Any such action could adversely affect our financial results and the
      market price of our ordinary shares.




10




***Our
      stock price has been historically volatile and may continue to be volatile,
      which may make it more difficult for you to resell shares when you want at
      prices you find attractive.***




The
      trading price of our ordinary shares has been and may continue to be subject
      to
      considerable daily fluctuations. During the twelve months ended December 31,
      2007, the closing sale prices of our ordinary shares on the Over-the-Counter
      Bulletin Board ranged from $1.93 to $0.13 per share and the closing sale price
      on April 11, 2008 was $0.30 per share. Our stock price may fluctuate in response
      to a number of events and factors, such as quarterly variations in operating
      results, announcements of technological innovations or new products and media
      properties by us or our competitors, changes in financial estimates and
      recommendations by securities analysts, the operating and stock price
      performance of other companies that investors may deem comparable, new
      governmental restrictions or regulations and news reports relating to trends
      in
      our markets. In addition, the stock market in general, and the market prices
      for
      China-related and mobile phone-related companies in particular, have experienced
      extreme volatility that often has been unrelated to the operating performance
      of
      such companies. These broad market and industry fluctuations may adversely
      affect the price of our ordinary shares, regardless of our operating
      performance.




***We
      may be classified as a passive foreign investment company, which could result
      in
      adverse U.S. tax consequences to U.S. investors.***




Based
      upon the nature of our income and assets, we may be classified as a passive
      foreign investment company, or PFIC, by the United States Internal Revenue
      Service for U.S. federal income tax purposes. This characterization could result
      in adverse U.S. tax consequences to you. For example, if we are a PFIC, our
      U.S.
      investors will become subject to increased tax liabilities under U.S. tax laws
      and regulations and will become subject to more burdensome reporting
      requirements. The determination of whether or not we are a PFIC is made on
      an
      annual basis, and those determinations depend on the composition of our income
      and assets, including goodwill, from time to time. Although in the past we
      have
      operated our business and in the future we intend to operate our business so
      as
      to minimize the risk of PFIC treatment, you should be aware that certain factors
      that could affect our classification as PFIC are out of our control. For
      example, the calculation of assets for purposes of the PFIC rules depends in
      large part upon the amount of our goodwill, which in turn is based, in part,
      on
      the then market value of our shares, which is subject to change. Similarly,
      the
      composition of our income and assets is affected by the extent to which we
      spend
      the cash we have raised on acquisitions and capital expenditures. In addition,
      the relevant authorities in this area are not clear and so we operate with
      less
      than clear guidance in our effort to minimize the risk of PFIC treatment.
      Therefore, we cannot be sure whether we are not and will not be a PFIC for
      the
      current or any future taxable year. In the event we are determined to be a
      PFIC,
      our stock may become less attractive to U.S. investors, thus negatively
      impacting the price of our stock.




***We
      may be exposed to infringement claims by third parties, which, if successful,
      could cause us to pay significant damage awards.***




Third
      parties may initiate litigation against us alleging infringement of their
      proprietary rights. In the event of a successful claim of infringement and
      our
      failure or inability to develop non-infringing technology or license the
      infringed or similar technology on a timely basis, our business could be harmed.
      In addition, even if we are able to license the infringed or similar technology,
      license fees could be substantial and may adversely affect our results of
      operations.




***Our
      failure to compete successfully may hinder our
      growth.***




The
      markets for mobile technology and related products and services are intensely
      competitive and such competition is expected to increase. Our failure to compete
      successfully may hinder our growth. We believe that our ability to compete
      depends upon many factors both within and beyond our control,
      including:




·
            the
                development of new mobile
                technology;




·
            the
                timing and market acceptance of new products and enhancements of
                existing
                services developed by us and our
                competitors;




·
            the
                ability to attract and retain qualified
                personnel;




·
            changing
                demands regarding customer service and
                support;




·
            shifts
                in sales and marketing efforts by us and our competitors;
                and




·
            the
                ease of use, performance, price and reliability of our services and
                products.




Some
      of
      our competitors have longer operating histories, greater name recognition,
      larger customer bases and significantly greater financial, technical and
      marketing resources than ours. In addition, current and potential competitors
      have established or may establish cooperative relationships among themselves
      or
      with third parties to increase the ability of their products or services to
      address the needs of our prospective clients. In addition, most online
      advertising companies are seeking to broaden their business models, so that
      companies that do not currently compete directly with us may decide to compete
      more directly with us in the future. We may be unable to compete successfully
      against current or future competitors.




11





**Item
      1B. Unresolved Staff Comments**





None.





**Item
      2. Properties**




Our
      principal executive offices are located at Unit 3506, Bank of America Tower,
      12
      Harcourt Road, Central, Hong Kong . In 2006, we began renting office facilities
      consisting of approximately 200 square meters in Hong Kong, our current
      headquarters, for a period of two (2) years on a month-to-month basis at $8,718
      per month. During the twelve months ended December 31, 2007, total payments
      for
      all property rent was $104,581 (Fifteen months ended December 31, 2006:
      $54,212)




We
      periodically evaluate our facilities requirements. Some of our facilities are
      sublet in whole or in part.





**Item
      3. 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
      4. Submission of Matters to a Vote of Security Holders.**





No
      matters were submitted during the fourth quarter of the fiscal year covered
      by
      this report to a vote of security holders.





**PART
      II.**





**ITEM
      5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities.**




Our
      common stock is traded on the Over-the-Counter Bulletin Board under the symbol
      “INCM.OB”. As of April 11, 2008, there were: (i)260 shareholders of record,
      without giving effect to determining the number of shareholders who hold shares
      in "street name" or other nominee status; (ii) no outstanding options to
      purchase shares of our common stock; (iii) outstanding 37,898,251 shares of
      our
      common stock, of which 3,938,508 shares are either freely tradeable or eligible
      for sale under Rule 144 or Rule 144K, and (v) no shares subject to registration
      rights.




The
      following table sets forth, for the fiscal quarters indicated, the high and
      low
      closing prices as reported by the Over-the-Counter Bulletin Board. These
      quotations reflect inter-dealer prices, without retail mark-up, mark-down or
      commission, and may not represent actual transactions.





**Sales
      Price**




High
              
              Low**Fiscal
                  2007**First
                  Quarter
              
              $
              1.93
              
              $
              0.45Second
                  Quarter
              
              $
              0.65
              
              $
              0.24Third
                  Quarter
              
              $
              0.99
              
              $
              0.16Fourth
                  Quarter
              
              $
              0.50
              
              $
              0.13**Fiscal
                  2006**First
                  Quarter
              
              $
              2.30
              
              $
              1.00Second
                  Quarter
              
              $
              2.90
              
              $
              1.50Third
                  Quarter
              
              $
              2.30
              
              $
              1.75Fourth
                  Quarter
              
              $
              2.30
              
              $
              1.51




**Dividend
      Policy**





We
      have
      not paid, nor declared, any dividends since our inception and do not intend
      to
      declare any such dividends in the foreseeable future. Our ability to pay
      dividends is subject to limitations imposed by Nevada law. Under Nevada law,
      dividends may be paid to the extent that a corporation’s assets exceed its
      liabilities and it is able to pay its debts as they become due in the usual
      course of business.





**Recent
      Sales of Unregistered Securities**




During
      the year ended December 31, 2007, we did not issue any securities that were
      not
      registered under the Securities Act of 1933, as amended (the “Securities Act”).




12




**Item
      6. Selected Financial Data.**





The
      following tables summarize the consolidated financial data of Innocom Technology
      Holdings, Inc. for the periods presented. You should read the following
      financial information together with the information under “Management’s
      Discussion and Analysis of Financial Condition and Results of Operations” and
      our consolidated financial statements and the related notes to these
      consolidated financial statements appearing elsewhere in this Form 10-K.





Year
                ended September 30,
            
            Fifteen
                months ended December 31,
            
            Year
                ended December 31,**2003**
            
            **2004**
            
            **2005**
            
            **2006**
            
            **2007**Revenue
            
            $
            2,000
            
            $
            0
            
            $
            1,201
            
            $
            52,722,732
            
            $
            2,241,726Cost
                of sales
            
            
            0
            
            
            0
            
            
            (300
            )
            
            (48,806,531
            )
            
            0**Gross
                profit**
            
            
            2,000
            
            
            0
            
            
            901
            
            
            3,916,201
            
            
            2,241,726Depreciation
                and amortization
            
            
            0
            
            
            0
            
            
            0
            
            
            (505,557
            )
            
            (6,000,306
            )Selling
                and distribution expenses
            
            
            0
            
            
            0
            
            
            0
            
            
            (156,591
            )
            
            0General
                and administrative expenses
            
            
            (26,407
            )
            
            (14,111
            )
            
            (7,417
            )
            
            (353,552
            )
            
            (468,665
            )Other
                income
            
            
            0
            
            
            0
            
            
            11
            
            
            126,437
            
            
            592,696Interest
                expense
            
            
            0
            
            
            (25
            )
            
            0
            
            
            0
            
            
            0**Income
                before income tax**
            
            
            (24,407
            )
            
            (14,136
            )
            
            (6,505
            )
            
            3,026,938
            
            
            (3,634,549
            )Income
                tax expense
            
            
            (20
            )
            
            0
            
            
            0
            
            
            (574,777
            )
            
            0**Net
                income attributable to the Shareholders of the
                Company**
            
            **$**
            (24,427
            )
            **$**
            (14,136
            )
            **$**
            (6,505
            )
            **$**
            2,452,161
            
            **$**
            (3,634,549
            )Earnings
                per Share — basic (US$)
            
            **$**
            (0.05
            )
            **$**
            (0.03
            )
            **$**
            (0.01
            )
            **$**
            0.11
            
            **$**
            (0.10
            )Earnings
                per Share — diluted (US$)
            
            **$**
            (0.05
            )
            **$**
            (0.03
            )
            **$**
            (0.01
            )
            **$**
            0.11
            
            **$**
            (0.10
            )





As
                at September 30,
            
            As
                at December 31,**2003**
            
            **2004**
            
            **2005**
            
            **2006**
            
            **2007**Cash
                and cash equivalents
            
            $
            2,995
            
            $
            21,002
            
            $
            10,683
            
            $
            101,288
            
            $
            3,597Total
                current assets
            
            
            3,725
            
            
            21,732
            
            
            10,683
            
            
            14,885,879
            
            
            30,233Total
                assets
            
            
            3,725
            
            
            21,732
            
            
            10,683
            
            
            21,191,881
            
            
            14,098,908Short-term
                borrowings
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0Total
                current liabilities
            
            
            22,560
            
            
            4,703
            
            
            159
            
            
            5,487,149
            
            
            2,037,491Total
                stockholders’ equity
            
            
            (18,835
            )
            
            17,029
            
            
            10,524
            
            
            15,704,732
            
            
            12,061,417





**Item
      7. Management's Discussion and Analysis of Financial Condition and Results
      of
      Operations.**





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.





**Overview
      and Future Plan of Operations**





In
      2007,
      our revenues dropped by 96% from $51,719,412 in 2006
      to $2,241,726 in 2007 primarily
      resulting from different accounting basis in recognition of income in respect
      of
      trading of mobile phone and related components..





In
      2008,
      the Company will strengthen our trading of mobile phones and related components.
      We will also put the assembling production factory situated in Changzhou,
      Jiangsu Province, China in commercial production. This factory will assembling
      mobile phones under the purchased trade mark namely “Tsinghua Unisplendour” and
      other mobile phone components on OEM basis.





**Results
      of Operations for the Year Ended December 31, 2007 and Fifteen Months ended
      December 31, 2006**





During
      the twelve months ended December 31, 2007, we experienced a net loss of
      $ 3,643,549 .
      The
      loss is attributable to write off share based consulting fee of $5,637,887
      during the year.




13





**Revenue**





The
      following table sets forth our net revenues by each operational division for
      the
      year ended December 31, 2007 and fifteen months ended December 31,
      2006:


Yearended
                December
                  31, 2007
              
              Fifteen
                  monthsended
                December
                  31,2006
              
              VarianceDesign
                  and Solution Provision for Mobile Phone
              
              $
              -
              
              $
              -
              
              $
              -
              
              
              -
              %Trading
                  of Mobile Phone & Related Components
              
              
              2,241,726
              
              
              51,719,412
              
              
              (49,477,686
              )
              
              -96
              %$
              2,241,726
              
              $
              51,719,412
              
              $
              (49,477,686
              )
              
              -96
              %





*Design
      and Solution Provision for Mobile Phone Segment Revenue*





There
      is
      no revenue for our Design and Solution for Mobile Phone Segment for both the
      year ended December 31, 2007 and fifteen months ended December 31, 2006 as
      we
      have ceased business of this segment since last quarter of 2006. The revenue
      for
      the fifteen months ended December 31, 2006 is netted with income from
      discontinuous operations.





*Trading
      of Mobile Phone and Related Components Segment Revenue*





During
      the year ended December 31, 2007, we derived $2,241,726 revenue from our Trading
      of Mobile Phone and Related Component operations, representing a decrease in
      revenue of $49,477,686 or 96% decrease from the comparable fifteen months ended
      December 31, 2006 in which revenue from Trading of Mobile Phone and Related
      Components amounting to $51,719,412.





The
      decrease is due to different accounting policy in recognition of income in
      respect of trading mobile phones and related components. During 2007, we trade
      mobile phones and related components on commission basis. As a result, net
      revenues, at a rate of 6% based on the gross amount of $36,729,800 billed to
      the
      customers, are recorded as the Company’s income.





**Cost
      of Sales**





Cost
      of
      Sales by Segment for Year Ended December 31, 2007 and Fifteen Months Ended
      December 31, 2006 are set out as follows:


Year
                  ended December 31, 2007
              
              Fifteen
                  months ended December 31,2006
              
              VarianceDesign
                  and Solution Provision for Mobile Phone
              
              $
              -
              
              $
              -
              
              $
              -
              
              
              -
              %Trading
                  of Mobile Phone & Related Components
              
              
              -
              
              
              48,088,619
              
              
              (48,088,619
              )
              
              -100
              %$
              -
              
              $
              48,088,619
              
              $
              (48,088,619
              )
              
              -100
              %





As
      a
      result of cessation of business in respect of design and solution provision
      for
      mobile phone as well as trading cost being netted with billed cost as revenue,
      the Company does not have any cost of sales for 2007.




*Design
      and Solution Provision for Mobile Phone Segment*





For
      fifteen months ended December 31, 2006, cost of sales for our Design and
      Solution Provision for Mobile Phone **** Segment
      were netted with the income from discontinuous operation.





*Trading
      of Mobile Phone and Related Components Segment*





Cost
      of
      sales for our Trading of Mobile Phone and Related Components **** Segment
      for fifteen months ended December 2006 were $48,088,619.




14




**Selling
      and Administrative Expenses**





Selling
      and Administrative Expenses (excluding depreciation, amortization of long-term
      deferred charges, amortization of intangible assets and loss on disposal of
      plant and equipment) by Segment for year ended December 31, 2007 and fifteen
      months ended December 31, 2006 are summarized as follows:


Year
                  ended December 31, 2007
              
              Fifteen
                  months ended December 31, 2006
              
              VarianceDesign
                  and Solution Provision for Mobile Phone
              
              $
              -
              
              $
              -
              
              $
              -
              
              
              -
              %Trading
                  Mobile Phone & Related Components
              
              
              468,665
              
              
              397,045
              
              
              71,620
              
              
              18.04
              %$
              468,665
              
              $
              397,045
              
              $
              71,620
              
              
              18.04
              %


Selling,
      general and administrative expenses increased by $71,620 to $468,665 for year
      ended December 31, 2007 as compared to $397,045 for the fifteen months ended
      December 31, 2006. The increase in expenses was primarily attributable to
      increase in full time employees from 2 to 4..





*Design
      and Solution Provision for Mobile Phones*





There
      is
      no administrative expenses for our Design and Solution for Mobile Phone Segment
      for both the year ended December 31, 2007 and fifteen months ended December
      31,
      2006 as we have ceased business of this segment since last quarter of 2006.
      The
      selling and administrative expenses for the fifteen months ended December 31,
      2006 are netted into income from discontinued operations.





*Trading
      of Mobile Phone and Related Components*





Selling,
      general and administrative expenses increased by $71,620 to $468,665 for year
      ended December 31, 2007 as compared to $397,045 for the fifteen months ended
      December 31, 2006. The increase in expenses was primarily attributable to
      increase in full time employees from 2 to 4.




**Depreciation,
      Amortization of Long-term Deferred Charges, Amortization of Intangible Assets,
      and Loss on Disposal of Plant and Equipment**





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





Year
                ended
              December
                31, 2007
            
            Fifteen
                months ended December 31, 2006Loss
                on disposal of plant and equipment
            
            $
            8,088
            
            $
            -Depreciation
            
            
            4,665
            
            
            6,586Amortization
                of intangible assets
            
            
            357,754
            
            
            -Amortization
                of long-term deferred consultancy fee
            
            
            5,637,887
            
            
            292,270$
            6,008,394
            
            $
            298,856





The
      depreciation policy adopted in 2007 was consistent with that adopted in
      2006.





The
      increase in amortization of intangible assets as we have acquired trade mark
      for
      our mobile phones during the year ended December 31, 2007. The amortization
      is
      made over purchase period of 10 years.





The
      increase in amortization of long-term deferred charges during the year ended
      December 31, 2007 as we have terminated certain service agreements because
      no
      services were rendered to the Company during 2007.




15




**Other
      Income (Expense)**





Total
      other income for both periods presented was immaterial and consisted of the
      following:




Year
                ended
              December
                31, 2007
            
            Fifteen
                months ended December 31, 2006Other
                incomeInterest
                income
            
            $
            1,240
            
            $
            1,154Gain
                on disposal of subsidiaries
            
            
            599,544
            
            
            -$
            600,784
            
            $
            1,154Interest
                expense
            
            $
            -
            
            $
            -





For
      the
      year ended December 31, 2007, miscellaneous other income primarily includes
      gain
      on disposal of subsidiaries. For the fifteen months ended December 31, 2006,
      other than interest income there is no miscellaneous other income.





**Net
      Loss**





Net
      loss
      for 2007 was $3,634,549  compared
      to net profit of $2,452,161 in 2006. Loss is primarily attributed to write-off
      of long-term deferred consultancy fee.





**Net
      Loss by Segment For Year Ended December 31, 2007 and Fifteen Months Ended
      December 2006**


Year
                  ended December 31, 2007
              
              Fifteen
                  Months ended December 31, 2006
              
              VarianceDesign
                  & Solution Provision for Mobile Phone
              
              $
              599,544
              
              $
              90,892
              
              $
              508,652
              
              
              560
              %Trading
                  Mobile Phone & Related Components
              
              
              (4,234,093
              )
              
              2,361,269
              
              
              (6,595,362)-
              
              
              279
              %$
              (3,634,549
              )
              $
              2,452,161
              
              $
              (6,086,710)-
              
              
              248
              %




*Design
      and Solution Provision for Mobile Phones*





The
      net
      profit of $599,544 in our Design and Solution Provision for Mobile Phone segment
      resulted from disposal of the segment.





***Trading
      of Mobile Phone and Related Components***





The
      net
      loss of $4,234,093 in our Trading of Mobile Phone and Related Component segment
      is primarily due to write of long-term deferred charges.




**Trends,
      Events, and Uncertainties**




Product
      life cycle of a mobile phone design solution has been shortened as mobile phones
      have become fashionable products. Few licensed manufacturer is willing to design
      a solution from scratch. As a result, gross profit margin for design and
      solution provision for mobile phones is squeezed from the peak of 70% to not
      more than 15%. Thus, we ceased this segment in last quarter of 2006 and disposed
      of in May 2007.





In
      2007
      fiscal year, we focus on establishing our assembling plant in Changzhou, Jiangsu
      Province, China. In February 2007 have established wholly-foreign owned
      subsidiary company to acquire land, building and equipment forfeited by bank
      through municipal government. Deposits have been paid and trial production
      has
      been completed. We look forward to put the plant in commercial production in
      second quarter of 2008 upon receiving relevant licenses. We will assembling
      mobile phones under the purchased trade mark namely “Tsinghua Unisplendour” and
      other mobile phone components on OEM basis.




16




**Liquidity
      and Capital Resources for the Twelve Month Period Ended December 31, 2007 and
      2006**





*Cash
      flows from operating activities*





We
      experienced positive cash flows provided by operations in the amount of
      $2,456,180 for the year ended December 31, 2007.





We
      experienced positive cash flows provided by operations in the amount of
      $7,850,597 for the fifteen months ended December 31, 2006.





*Cash
      flows from investing activities*





During
      2007, we purchase a 10-year trade mark for $5,960,775 and pay $8,448,584
      deposits for acquisition of plant and equipment, part of which financed by
      repayment receipt for amount due from a related party.





*Cash
      flows from financing activities*





During
      2007, there are no financing activities.





*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 8.




**Item
      7A. 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.




17




**Item
      8. Financial Statements and Supplementary Data.**




**INNOCOM
      TECHNOLOGY HOLDINGS, INC.**





**INDEX
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**Page**Report
                of Independent Registered Public Accounting Firm, Zhong Yi (Hong
                Kong)
                C.P.A. Company Limited
            
            
            F-2Report
                of Independent Registered Public Accounting Firm, Dominic K.F. Chan
&
                Co
            
            
            F-3Consolidated
                Balance Sheets
            
            
            F-4Consolidated
                Statements of Operations And Comprehensive (Loss) Income
            
            
            F-5Consolidated
                Statements of Cash Flows
            
            
            F-6Consolidated
                Statements of Stockholders’ Equity
            
            
            F-7Notes
                to Consolidated Financial Statements
            
            
            F-8
                to F-25




18




**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





The
      Board
      of Directors and Stockholders of


**Innocom
      Technology Holdings, Inc.**





We
      have
      audited the accompanying consolidated balance sheet of Innocom Technology
      Holdings, Inc. and its subsidiaries (“the Company”) as of December 31, 2007 and
      the related consolidated statements of operations and comprehensive (loss)
      income, cash flows and stockholders’ equity for the year ended December 31,
      2007. The financial statements are the responsibility of the Company’s
      management. Our responsibility is to express an opinion on these financial
      statements based on our audit.





We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audits to obtain reasonable assurance about whether the
      financial statements are free of material misstatement. The Company is not
      required to have, nor were we engaged to perform, an audit of its internal
      control over financial reporting. Our audit includes consideration of internal
      control over financial reporting as a basis for designing audit procedures
      that
      are appropriate in the circumstances, but not for the purpose of expressing
      an
      opinion on the effectiveness of the Company’s internal control over financial
      reporting. Accordingly, we express no such opinion. An audit also includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements, assessing the accounting principles used and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audit provides a
      reasonable basis for our opinion.





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of the Company as of December
      31, 2007 and the results of operations and cash flows for the year ended
      December 31, 2007 and in conformity with accounting principles generally
      accepted in the United States of America.




Zhong
                Yi (Hong Kong) C.P.A. Company LimitedCertified
                Public AccountantsHong
                Kong, China
              April
                14, 2008




F-2





**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM**





To
      the
      Board of Directors and Stockholders of


Innocom
      Technology Holdings, Inc.


(Formerly
      Dolphin Productions, Inc.)





We
      have
      audited the accompanying consolidated balance sheet of Innocom Technology
      Holdings, Inc. (the “Company”) and its subsidiaries (collectively referred as
      the “Group”) as of December 31, 2006, and the related consolidated income
      statement, stockholders’ equity and cash flows for the period from October 1,
      2005 to December 31, 2006. These consolidated financial statements are the
      responsibility of the Company’s management.  Our responsibility is to
      express an opinion on these consolidated financial statements based on our
      audits.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States).  Those standards require that
      we plan and perform the audit to obtain reasonable assurance about whether
      the
      financial statements are free of material misstatement. An audit includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements. An audit also includes assessing the accounting
      principles used and significant estimates made by management, as well as
      evaluating the overall financial statement presentation. We believe that our
      audits provide a reasonable basis for our opinion.





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the consolidated financial position of the Company
      and
      its subsidiaries as of December 31, 2006, and the consolidated results of their
      operations and their cash flows for the period from October 1, 2005 to December
      31, 2006, in conformity with accounting principles generally accepted in the
      United States of America.




/s/
                Dominic K.F. Chan & Co.Dominic
                K.F. Chan & CoCertified
                Public Accountants
              Hong
                Kong
              May
                16, 2007




F-3





**INNOCOM
      TECHNOLOGY HOLDINGS, INC.**


**CONSOLIDATED
      BALANCE SHEETS**


**AS
      OF DECEMBER 31, 2007 AND 2006**


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




As
                of December 31,2007
            
            2006**ASSETS**Current
                assets:Cash
                and cash equivalents
            
            $
            3,597
            
            $
            101,288Accounts
                receivable, trade
            
            
            -
            
            
            2,675,456Prepaid
                expenses and other receivables
            
            
            26,636
            
            
            6,056,640Amount
                due from a related party
            
            
            -
            
            
            6,052,495Total
                current assets
            
            
            30,233
            
            
            14,885,879Non-current
                assets:Investment
                in an unconsolidated entity
            
            
            8,463,464
            
            
            -Intangible
                assets, net
            
            
            5,603,129
            
            
            -Long-term
                deferred charges, net
            
            
            -
            
            
            5,639,730Plant
                and equipment, net
            
            
            2,082
            
            
            666,272**TOTAL
                ASSETS**
            
            $
            14,098,908
            
            $
            21,191,881**LIABILITIES
                AND STOCKHOLDERS’ EQUITY**Current
                liabilities:Accounts
                payable, trade
            
            $
            -
            
            $
            1,552,095Amount
                due to a related party
            
            
            128
            
            
            -Deferred
                revenue
            
            
            400,290
            
            
            -Income
                tax payable
            
            
            1,439,376
            
            
            1,440,280Other
                payables and accrued liabilities
            
            
            197,697
            
            
            2,494,774Total
                current liabilities
            
            
            2,037,491
            
            
            5,487,149**TOTAL
                LIABILITIES**
            
            $
            2,037,491
            
            $
            5,487,149Commitments
                and contingencies
            
            $
            
            
            $Stockholders’
                equity:Common
                stock, $0.001 par value; 50,000,000 shares authorized; 37,898,251
                shares
                and 37,898,251 shares issued and outstanding as of December 31, 2007
                and
                2006
            
            
            37,898
            
            
            37,898Additional
                paid-in capital
            
            
            6,901,232
            
            
            6,901,232Accumulated
                other comprehensive income
            
            
            171,652
            
            
            180,418Retained
                earnings
            
            
            4,950,635
            
            
            8,585,184Total
                stockholders’ equity
            
            
            12,061,417
            
            
            15,704,732**TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY**
            
            $
            14,098,908
            
            $
            21,191,881





See
      accompanying notes to consolidated financial statements.




F-4




**INNOCOM
      TECHNOLOGY HOLDINGS, INC.**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME**


**FOR
      THE YEAR ENDED DECEMBER 31, 2007 AND THE PERIOD**


**FROM
      OCTOBER 1, 2005 TO DECEMBER 31, 2006**


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




Year
                ended
              December
                31, 2007
            
            
            Period
                from October 1, 2005 to December 31, 2006**REVENUES,
                NET**
            
            $
            2,241,726
            
            $
            51,719,412**COST
                OF REVENUES**
            
            
            -
            
            
            48,088,619**GROSS
                PROFIT**
            
            
            2,241,726
            
            
            3,630,793Operating
                expenses:Sales
                and marketing
            
            
            -
            
            
            129,299General
                and administrative
            
            
            6,468,971
            
            
            566,602Total
                operating expenses
            
            
            6,468,971
            
            
            695,901**(LOSS)
                INCOME FROM OPERATIONS**
            
            
            (4,227,245
            )
            
            2,934,892Other
                income (expense):Interest
                income
            
            
            1,240
            
            
            1,154Loss
                from disposal of plant and equipment
            
            
            (8,088
            )
            
            -**(LOSS)
                INCOME BEFORE INCOME TAX**
            
            
            (4,234,093
            )
            
            2,936,046Income
                tax expenses
            
            
            -
            
            
            (574,777
            )**(LOSS)
                INCOME FROM CONTINUING OPERATIONS**
            
            
            (4,234,093
            )
            
            2,361,269INCOME
                FROM DISCONTINUED OPERATIONS
            
            
            -
            
            
            90,892GAIN
                FROM DISPOSAL OF DISCONTINUED OPERATIONS
            
            
            599,544
            
            
            -**NET
                (LOSS) INCOME**
            
            $
            (3,634,549
            )
            $
            2,452,161Other
                comprehensive (loss) income:-
                Foreign currency translation (loss) gain
            
            
            (8,766
            )
            
            131,329**COMPREHENSIVE
                (LOSS) INCOME**
            
            $
            (3,643,315
            )
            $
            2,583,490Income
                from continuing operation per share - basic and diluted
            
            $
            (0.11
            )
            $
            0.11Income
                from discontinued operation per share - basic and diluted
            
            
            0.01
            
            $
            0.00Net
                (loss) income per share - Basic and diluted
            
            $
            (0.10
            )
            $
            0.11Weighted
                average number of shares outstanding during the year/period - Basicand
                diluted
            
            
            37,898,251
            
            
            21,398,394




See
      accompanying notes to consolidated financial statements.




F-5




**INNOCOM
      TECHNOLOGY HOLDINGS, INC.**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**FOR
      THE YEAR ENDED DECEMBER 31, 2007 AND THE PERIOD**


**FROM
      OCTOBER 1, 2005 TO DECEMBER 31, 2006**


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




Year
                ended December 31, 2007
            
            Period
                from October 1, 2005 to December 31, 2006**Cash
                flows from operating activities:**(Loss)
                income from continuing operations
            
            $
            (4,234,093
            )
            $
            2,361,269Adjustments
                to reconcile net (loss) income to net cash provided by operating
                activities:Depreciation
            
            
            4,665
            
            
            213,287Amortization
                of long-term deferred charges
            
            
            5,637,887
            
            
            292,270Amortization
                of intangible assets
            
            
            357,754
            
            
            -Loss
                on disposal of plant and equipment
            
            
            8,088
            
            
            -Change
                in operating assets and liabilities:Accounts
                receivable, trade
            
            
            1,458,289
            
            
            6,606,933Inventories
            
            
            -
            
            
            299,097Prepaid
                expenses and other receivables
            
            
            55,185
            
            
            (4,916,134
            )Accounts
                payable, trade
            
            
            (1,334,983
            )
            
            1,269,749Deferred
                revenue
            
            
            400,411
            
            
            -Income
                tax payable
            
            
            -
            
            
            590,143Other
                payables and accrued liabilities
            
            
            102,977
            
            
            1,043,091Net
                cash provided by operating activities
            
            
            2,456,180
            
            
            7,759,705Net
                cash provided by discontinued operations
            
            
            -
            
            
            90,892**Cash
                flows from investing activities:**Amount
                due from a related party
            
            
            6,050,515
            
            
            (8,869,787
            )Amount
                due to a related party
            
            
            128
            
            
            -Payments
                to the investment in an unconsolidated entity
            
            
            (8,448,584
            )
            
            -Purchase
                of intangible assets
            
            
            (5,960,775
            )
            
            -Purchase
                of plant and equipment
            
            
            (3,331
            )
            
            (66,701
            )Net
                cash used in investing activities
            
            
            (8,362,047
            )
            
            (8,936,488
            )Proceeds
                from disposal of subsidiaries, net of cash balance
            
            
            5,808,243
            
            
            -Net
                cash provided by discontinued operations
            
            
            5,808,243
            
            
            -**Cash
                flows from financing activities:**Proceeds
                from issuance of common stocks
            
            
            -
            
            
            1,075,782Issuing
                expenses
            
            
            -
            
            
            (124,653
            )Net
                cash provided by financing activities
            
            
            -
            
            
            951,129Effect
                of exchange rate changes on cash and cash equivalents
            
            
            (67
            )
            
            131,329**NET
                CHANGE IN CASH AND CASH EQUIVALENTS**
            
            
            (97,691
            )
            
            (3,433
            )**CASH
                AND CASH EQUIVALENTS, BEGINNING OF PERIOD**
            
            
            101,288
            
            
            104,721**CASH
                AND CASH EQUIVALENTS, END OF YEAR**
            
            $
            3,597
            
            $
            101,288**SUPPLEMENTAL
                DISCLOSURE OF CASH FLOW INFORMATION:**Cash
                paid for income taxes
            
            $
            -
            
            $
            -Cash
                paid for interest expenses
            
            $
            1,149
            
            $
            -




See
      accompanying notes to consolidated financial statements




F-6


**INNOCOM
      TECHNOLOGY HOLDINGS, INC.**


**CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS’ EQUITY**


**FOR
      THE YEAR ENDED DECEMBER 31, 2007 AND THE PERIOD**


**FROM
      OCTOBER 1, 2005 TO DECEMBER 31, 2006**


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




Common
                  stockNo.
                of share
            
            
            Amount
            
            
            Additional
              paid-in
                capital
            
            
            Accumulated
              other
              comprehensive
              income
            
            
            Retained
                earnings (accumulated
              deficits)
            
            
            Total
                stockholders’
              equityBalance
                as of October 1, 2005
            
            
            770,000
            
            $
            770
            
            $
            55,231
            
            $
            49,089
            
            $
            6,133,023
            
            $
            6,238,113Issuance
                of common stock
            
            
            1,398,251
            
            
            1,398
            
            
            1,074,384
            
            
            -
            
            
            -
            
            
            1,075,782Recapitalization
            
            
            32,162,500
            
            
            32,163
            
            
            (32,163
            )
            
            -
            
            
            -
            
            
            -Issuance
                of common stock in lieu of professional fee
            
            
            567,500
            
            
            567
            
            
            -
            
            
            -
            
            
            -
            
            
            567Exercise
                of share options
            
            
            3,000,000
            
            
            3,000
            
            
            5,929,000
            
            
            -
            
            
            -
            
            
            5,932,000Share
                issuing costs
            
            
            -
            
            
            -
            
            
            (125,220
            )
            
            -
            
            
            -
            
            
            (125,220
            )Net
                income for the period
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            2,452,161
            
            
            2,452,161Foreign
                currency translation adjustment
            
            
            -
            
            
            -
            
            
            -
            
            
            131,329
            
            
            -
            
            
            131,329Balance
                as of December 31, 2006
            
            
            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
            
            $
            12,061,417




See
      accompanying notes to consolidated financial statements.




F-7


**INNOCOM
      TECHNOLOGY HOLDINGS, INC.**


**NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE YEAR ENDED DECEMBER 31, 2007 AND THE PERIOD**


**FROM
      OCTOBER 1, 2005 TO DECEMBER 31, 2006**


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




**1.**   **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.”





On
      March
      30, 2006, the Company completed an Agreement and Plan of Reorganization (the
      “Agreement”) with Innocom Technology Holdings Limited, a British Virgin Islands
      corporation (“ITHL”) and Mr. Hui Yan Sui William, the sole shareholder of the
      100% of the capital shares of ITHL, (“Original Shareholder”). Pursuant to the
      Agreement, the Company acquired all of ITHL’s capital shares (the “ITHL Shares”)
      from the Original Shareholder, and the Original Shareholder transferred and
      contributed all of his ITHL Shares to the Company. In exchange, the Company
      issued 32,162,500 shares of its Common Stock to the Original
      Shareholder.





As
      a
      result of the closing of the Agreement, ITHL became the wholly owned subsidiary
      of the Company and became the Company’s main operational business. The Exchange
      transaction, for accounting and financial reporting purposes, is deemed to
      be a
      reverse takeover transaction (“RTO”).





The
      RTO
      has been accounted for as a recapitalization of the Company whereby the
      historical financial statements and operations of ITHL become the historical
      financial statements of the Company, with no adjustment to the carrying value
      of
      the assets and liabilities. The accompanying consolidated financial statements
      reflect the recapitalization of the stockholders’ equity as if the transaction
      occurred as of the beginning of the first period presented.





On
      October 1, 2005, the companies comprising ITHL group consummated the
      restructuring (the “Re-structuring”) for the purpose of RTO, ITHL acquired all
      of the outstanding and issued shares of common stock of its subsidiaries
      (including Chinarise Capital (International) Ltd. (“CCIL”), Next Giant
      International Limited (“NGIL”) and Sky Talent Development Limited (“STDL”)) from
      their then existing stockholders by exchange of its voting common
      stock.





For
      the
      year ended December 31, 2007, the Company, through its subsidiaries is engaged
      in trading of mobile phone handsets and components and provision of design
      and
      solution for mobile phone.





On
      May
      16, 2007, ITHL, a wholly-subsidiary of the Company entered a Share Purchase
      Agreement with a Purchaser for the disposal of its wholly-owned subsidiary,
      NGIL, the holding company of BUCTCL, in a consideration of RMB44 million
      (approximately $5,640,000). The consideration receivable is assigned from the
      Purchaser to a third party. The Purchaser agreed that ITHL reserved the right
      of
      priority to license from the Purchaser the mobile phone handset design solutions
      already completed prior to the completion of the agreement under the terms
      and
      conditions subject to further negotiations.





On
      July
      1, 2007, the Company acquired a non-operating company, Pender for a cash
      consideration of $1.





On
      November 1, 2007, the Company established a company, FWIL respectively, which
      was incorporated in British Virgin Islands on July 11, 2007. Its major principal
      activity is an investment holding.




F-8




As
      of
      December 31, 2007, details of the Company’s subsidiaries are described
      below:


Name
                  of company
              
              Place
                  and date of incorporation
              
              Issued
                  and fullypaid
                  capital
              
              Principal
                  activitiesInnocom
                  Technology Holdings Limited (“ITHL”)
                (Formerly
                  Wisechamp Group Limited)
              
              British
                  Virgin Islands
                July
                  12, 2005
              
              US$1
                  ordinary
              
              Investment
                  holdingChinarise
                  Capital (International) Ltd. (“CCIL”)
              
              British
                  Virgin Islands
                January
                  28, 2003
              
              US$1
                  ordinary
              
              Trading
                  of mobile phone handsets and componentsSky
                  Talent Development Limited (“STDL”)
              
              British
                  Virgin Islands
                September
                  8, 2005
              
              US$1
                  ordinary
              
              Investment
                  holdingInnocom
                  Mobile Technology Limited (“IMTL”)
              
              Hong
                  Kong
                June
                  21, 2006
              
              HK$2,000,000
                  ordinary
              
              InactivePender
                  Holdings Ltd. (“Pender”)
              
              British
                  Virgin Islands
                August
                  15, 2003
              
              US$1
                  ordinary
              
              Trading
                  of mobile phone handsets and componentsFavor
                  Will International Ltd. (“FWIL”)
              
              British
                  Virgin Islands
                July
                  11, 2007
              
              US$1
                  ordinary
              
              Investment
                  holding





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




**2.**
            **SUMMARY
                OF SIGNIFICANT ACCOUNTING
                POLICIES**





·
            Basis
                of presentation





These
      accompanying consolidated financial statements have been prepared in accordance
      with generally accepted accounting principles in the United States of
      America.





·
            Use
                of estimates





In
      preparing these 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 years reported. Actual
      results may differ from these estimates.





·
            Basis
                of consolidation




F-9




The
      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





The
      results of subsidiaries acquired or disposed of during the periods are included
      in the consolidated financial statement from the effective date of acquisition
      or up to the effective date of disposal.





·
            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.





·
            Accounts
                receivable





Accounts
      receivable are recorded at the invoiced amount and do not bear interest. The
      Company extends unsecured credit to its customers in the ordinary course of
      business but mitigates the associated risks by performing credit checks and
      actively pursuing past due accounts. An allowance for doubtful accounts is
      established and determined based on managements’ assessment of known
      requirements, aging of receivables, payment history, the customers’ current
      credit worthiness and the economic environment. As of December 31, 2007 and
      2006, no allowance for doubtful accounts was required.





·
            Intangible
                assets





Intangible
      assets include trademarks purchased from a third party. In accordance with
      Statement of Financial Accounting Standards (“SFAS”) No. 142, *“Goodwill
      and Other Intangible Assets”* (“SFAS
      No. 142”), 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.





These
      assets are carried at cost less accumulated amortization and are amortized
      on a
      straight-line basis over their estimated useful lives of 10 years beginning
      at
      the time the related trademarks are granted.





·
            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
      over the following expected useful lives from the date on which they become
      fully operational:





Depreciable
                lifeBuilding
                improvement
            
            
            2
                yearsFurniture,
                fixtures and office equipment
            
            
            5
                yearsComputer
                hardware and software
            
            
            5
                yearsMachinery
                and equipment
            
            
            5
                yearsMotor
                vehicles
            
            
            5
                years







F-10




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.





·
            Valuation
                of long-lived assets





Long-lived
      assets primarily include property and equipment and intangible assets. In
      accordance with SFAS No. 144, “ *Accounting
      for the 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 December 31, 2007 or
      2006.





·
            Revenue
                recognition





In
      accordance with the SEC’s Staff Accounting Bulletin No. 104, *Revenue
      Recognition* ,
      the
      Company records revenue when services are received by the customers and realized
      the amounts net of provisions for discounts, allowance and taxes which are
      recognized at the time of services performed.





Starting
      from 2007, the Company has changed its role from a principal to an agent in
      trading activities of mobile phone handsets & related components. The
      Company recognizes its revenue on a net basis in compliance with EITF 99-19, *“Reporting
      Revenues Gross as a Principal versus Net as an Agent”* (“EITF
      99-19”), because the Company:





(1)
            determined
                that it no longer operates as the primary obligor in the trading
                activities,


(2)
            typically
                is not responsible for damages to goods,


(3)
            bears
                no credit and inventory risk,


(4)
            earns
                commission income at a fixed rate of the gross amount billed to the
                customer.





For
      the
      year ended December 31, 2007, the Company recognizes $2,241,726 as net revenues,
      at a rate of 6% based on the gross amount of $36,729,800 billed to the
      customers.





During
      the period from October 1, 2005 to December 31, 2006, the Company follows
      guidance of EITF 99-19 and records revenues on a gross basis since the Company
      has the risks and rewards of ownership, latitude in selection of vendors and
      pricing, and bears all credit risk.





·
            Advertising
                cost





The
      Company expenses advertising costs as incurred in accordance with SOP 93-7 *“Reporting
      for Advertising Costs”.* Advertising expenses of $0 and $644 were incurred for the year ended December
      31, 2007 and the period from October 1, 2005 to December 31, 2006, respectively.




F-11




·
            Research
                and development costs





Research
      and development costs mainly related to labor cost incurred in the development
      of new products and manufacturing methods and are charged to expense as
      incurred. No such cost was incurred for the year ended December 31, 2007 and
      the
      period from October 1, 2005 to December 31, 2006.





·
            Comprehensive
                (loss) income





SFAS
      No.
      130 *,
      “Reporting 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.





·
            Income
                taxes





The
      Company accounts for income tax using SFAS No. 109 *“Accounting
      for Income Taxes”* ,
      which
      requires the asset and liability approach for financial accounting and reporting
      for income taxes. Under this approach, deferred income taxes are provided for
      the estimated future tax effects attributable to temporary differences between
      financial statement carrying amounts of assets and liabilities and their
      respective tax bases, and for the expected future tax benefits from loss
      carry-forwards and provisions, if any. Deferred tax assets and liabilities
      are
      measured using the enacted tax rates expected in the years of recovery or
      reversal and the effect from a change in tax rates is recognized in the
      consolidated statement of operations and comprehensive income in the period
      of
      enactment. A valuation allowance is provided to reduce the amount of deferred
      tax assets if it is considered more likely than not that some portion of, or
      all
      of the deferred tax assets will not be realized.





Effective
      January 1, 2007, the Company also adopts Financial Accounting Standards Board
      ("FASB") Interpretation No. (FIN) 48, *"Accounting
      for Uncertainty in Income Taxes"* and FSP
      FIN 48-1, which amended certain provisions of FIN 48. FIN 48 clarifies the
      accounting for uncertainty in income taxes recognized in financial statements
      in
      accordance with SFAS No. 109, "Accounting for Income Taxes." FIN 48 prescribes
      a
      recognition threshold and measurement attribute for the financial statement
      recognition and measurement of a tax position taken or expected to be taken
      in a
      tax return. FIN 48 requires that the Company determine whether the benefits
      of
      the Company's tax positions are more likely than not of being sustained upon
      audit based on the technical merits of the tax position. The provisions of
      FIN
      48 also provide guidance on de-recognition, classification, interest and
      penalties, accounting in interim periods and disclosure. In connection with
      our
      adoption of FIN No. 48, we analyzed the filing positions in all of the federal
      and state jurisdictions where we are required to file income tax returns, as
      well as all open tax years in these jurisdictions. There was no impact on our
      condensed consolidated financial statements upon adoption of FIN No. 48 on
      January 1, 2007. The Company did not have any unrecognized tax benefits and
      there was no effect on the financial condition or results of operations for
      the
      year ended December 31, 2007 as a result of implementing FIN 48, or FIN
      48-1.  In accordance with FIN48, the Company adopted the policy of
      recognizing interest and penalties, if any, related to unrecognized tax
      positions as income tax expense. The tax years 2004 - 2007 remain subject to
      examination by major tax jurisdictions.




F-12


·
            Net
                (loss) income per share





The
      Company calculates net (loss) income per share in accordance with SFAS No.
      128, *“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 year. 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.





·
            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
      SFAS
      No. 52, “ *Foreign
      Currency Translation”* ,
      using
      the exchange rate on the balance sheet date. Revenues and expenses are
      translated at average rates prevailing during the year. 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 year/period:


2007
            
            2006Year
                end RMB:US$ exchange rate
            
            
            7.3141
            
            
            7.8003Average
                rates RMB:US$ exchange rate
            
            
            7.5633
            
            
            7.9637Year
                end HK$:US$ exchange rate
            
            
            7.8049
            
            
            7.7593Average
                rates HK$:US$ exchange rate
            
            
            7.8026
            
            
            7.7499





·
            Stock-based
                compensation





The
      Company adopts SFAS No. 123 (revised 2004), " *Share-Based
      Payment* "
      ("SFAS
      No. 123(R)") using the fair value method. Under
      SFAS No. 123(R), the stock-based compensation is measured using the
      Black-Scholes Option-Pricing model on the date of grant under the modified
      prospective method. The fair value of stock-based compensation that are expected
      to vest are recognized using the straight-line method over the requisite service
      period.




F-13




·
            Retirement
                plan costs





Contributions
      to retirement schemes (which are defined contribution plans) are charged to
      general and administrative expenses in the consolidated statements of operation
      and comprehensive (loss) income as and when the related employee service is
      provided.





·
            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.





·
            Segment
                reporting





SFAS
      No.
      131 *“Disclosures
      about Segments of an Enterprise and Related Information”* establishes standards for reporting information about operating segments on
      a
      basis consistent with the Company’s internal organization structure as well as
      information about geographical areas, business segments and major customers
      in
      the financial statements. In 2007, the Company operates in one reportable
      segment in Hong Kong.





·
            Fair
                value of financial instruments





The
      Company values its financial instruments as required by Statement of Financial
      Accounting Standard (SFAS) No. 107, *“Disclosures
      about Fair Value of Financial Instruments”* .
      The
      estimated fair value amounts have been determined by the Company, using
      available market information and appropriate valuation methodologies. The
      estimates presented herein are not necessarily indicative of amounts that the
      Company could realize in a current market exchange.





The
      Company’s financial instruments primarily consist of cash and cash equivalents,
      accounts receivable, prepaid expenses and other receivable, advance to a related
      party, accounts payable, income tax payable, other payables and accrued
      liabilities.





As
      of the
      balance sheet dates, the estimated fair values of the financial instruments
      were
      not materially different from their carrying values as presented due to the
      short term maturities of these instruments and that the interest rates on the
      borrowings approximate those that would have been available for loans of similar
      remaining maturity and risk profile at respective year ends.





·
            Recent
                accounting pronouncements





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




F-14




In
      September 2006, the FASB issued SFAS No. 157, *"Fair
      Value Measurements"* ("SFAS
      No. 157"). SFAS No. 157 defines fair value, establishes a framework for
      measuring fair value in generally accepted accounting principles ("GAAP"),
      and
      expands disclosures about fair value measurements. This statement applies under
      other accounting pronouncements that require or permit fair value measurement
      where the FASB has previously determined that under those pronouncements fair
      value is the appropriate measurement. This statement does not require any new
      fair value measurements but may require companies to change current practice.
      This statement is effective for those fiscal years beginning after November
      15,
      2007 and to the interim periods within those fiscal years. The Company believes
      that SFAS No. 157 should not have a material impact on the consolidated
      financial position or results of operations





In
      February 2007, the FASB issued SFAS No. 159, *"The
      Fair Value Option for Financial Assets and Financial Liabilities"* ("SFAS
      No. 159"). SFAS No. 159 permits entities to choose to measure, on an
      item-by-item basis, specified financial instruments
      and certain other items at fair value. Unrealized gains and losses on items
      for
      which the fair value option has been elected are required to be reported in
      earnings at each reporting date. SFAS No. 159 is effective for fiscal years
      beginning after November 15, 2007, the provisions of which are required to
      be
      applied prospectively. The Company believes that SFAS 159 should not have a
      material impact on the consolidated financial position or results of operations.





In
      December 2007, the FASB issued SFAS No. 141 (Revised 2007), *"Business
      Combinations",* or
      SFAS
      No. 141R. SFAS No. 141R will change the accounting for business combinations.
      Under SFAS No. 141R, an acquiring entity will be required to recognize all
      the
      assets acquired and liabilities assumed in a transaction at the acquisition-date
      fair value with limited exceptions. SFAS No. 141R will change the accounting
      treatment and disclosure for certain specific items in a business combination.
      SFAS No. 141R applies prospectively to business combinations for which the
      acquisition date is on or after the beginning of the first annual reporting
      period beginning on or after December 15, 2008. Accordingly, any business
      combinations the Company engages in will be recorded and disclosed following
      existing GAAP until January 1, 2009. The Company expects SFAS No. 141R will
      have
      an impact on accounting for business combinations once adopted but the effect
      is
      dependent upon acquisitions at that time. The Company is still assessing the
      impact of this pronouncement.





In
      December 2007, the FASB issued SFAS No. 160, *"Noncontrolling
      Interests in Consolidated Financial Statements--An Amendment of ARB No. 51,
      or
      SFAS No. 160"* .
      SFAS
      No. 160 establishes new accounting and reporting standards for the
      noncontrolling interest in a subsidiary and for the deconsolidation of a
      subsidiary. SFAS No. 160 is effective for fiscal years beginning on or after
      December 15, 2008. The Company believes that SFAS 160 should not have a material
      impact on the consolidated financial position or results of
      operations.





**3.**
            **DISCONTINUED
                OPERATIONS**





On
      May
      16, 2007, the Company entered into an agreement to sell its wholly-owned
      subsidiary, NGIL, the holding company of BUCTCL (“Beijing Operation”), its
      business in the provision
      of design & solution for mobile phone in the
      PRC to a third party, effective May 17, 2007. The sale closed on May 17, 2007
      and the Company recognized a gain on disposal of subsidiaries of $599,544,
      representing the excess of purchase consideration received at closing over
      the
      book value of assets sold. The Company received total purchase price
      consideration of RMB44 million (approximately $5,640,000). The Company was
      paid
      $2,796,034 at closing to settle with the amount due from a
      shareholder.




F-15




Total
      revenues related to the discontinued operations were $0 and $1,003,320 for
      the
      year ended December 31, 2007 and the period from October 1, 2005 to December
      31,
      2006, respectively. There were no assets or liabilities of Beijing Operation
      in
      the consolidated balance sheets as of December 31, 2007 and 2006 and the results
      of operations have been reclassified as income from discontinued operations
      in
      the consolidated statements of operations for all dates and periods
      presented.





**4.**
            **ACCOUNTS
                RECEIVABLE, NET**





The
      majority of the Company’s sales are on credit terms and in accordance with terms
      specified in the contracts governing the relevant transactions. The Company
      evaluates the need of an allowance for doubtful accounts based on specifically
      identified amounts that management believes to be uncollectible. If actual
      collections experience changes, revisions to the allowance may be required.
      Based upon the aforementioned criteria, no allowance for doubtful accounts
      is
      provided for the year ended December 31, 2007 and the period from October 1,
      2005 to December 31, 2006.




**5.**
            **PREPAID
                EXPENSES AND OTHER
                RECEIVABLES**





As
                of December 31,2007
            
            2006Purchase
                deposits paid
            
            $
            -
            
            $
            259,662Other
                deposits and prepayments
            
            
            26,636
            
            
            63,899Other
                receivables
            
            
            -
            
            
            5,733,079$
            26,636
            
            $
            6,056,640




**6.**
            **AMOUNT
                DUE FROM (TO) A RELATED
                PARTY**





As
      of
      December 31, 2007, a balance of $128 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 and has no fixed repayment term. The imputed
      interest on the amount due to a stockholder was not significant.





As
      of
      December 31, 2006, the amount due from a related party was comprised of
      temporary advances made to Mr. William Hui, a shareholder of the Company. The
      advance to a shareholder was unsecured, and non-interest bearing and had no
      fixed repayment terms.




F-16


**7.**
            **INVESTMENT
                IN AN UNCONSOLIDATED
                ENTITY**





The
      Company has established a new company in the PRC, which was incorporated as
      a
      limited liability company on January 19, 2007, under the laws of the PRC and
      its
      registered capital was amounted to RMB156,006,000 (equivalent to US$20,000,000).
      Its principal activity was the manufacturing and trading of mobile products
      and
      components





As
      of
      December 31, 2007, the establishment of a new company was not effectively
      completed by the local government. Approximately $8,463,464 was incurred in
      the
      establishment of a new company and the addition of plant and equipment to the
      assembly line of mobile phone handset was recorded as deposit in investment.
      These amounts will be considered in conjunction with the consolidation of a
      new
      subsidiary in a business combination under SFAS 141 upon its completion in
      2008.




**8.**
            **INTANGIBLE
                ASSETS**





As
                of December 31,2007
            
            2006Trademarks
            
            $
            5,960,775
            
            $
            -Less:
                accumulated amortization
            
            
            (357,754
            )
            
            -Less:
                foreign translation difference
            
            
            108
            
            
            -Net
                book value
            
            $
            5,603,129
            
            $
            -





Amortization
      expense for the year ended December 31, 2007 was $357,754. The estimated
      aggregate amortization expense for each of the five succeeding years follows:
      2008: $596,253; 2009: $596,253; 2010: $596,253; 2011: $596,253; 2012:
      $596,253.





**9.**
            **LONG-TERM
                DEFERRED CHARGES**





As
                of December 31,2007
            
            2006Fair
                value of share options granted for share based expenses - consulting
                fee
            
            $
            5,932,000
            
            $
            5,932,000Less:
                accumulated amortization
            
            
            (5,930,157
            )
            
            (292,270
            )Less:
                foreign translation difference
            
            
            (1,843
            )
            
            -Net
                book value
            
            $
            -
            
            $
            5,639,730




F-17


On
      November 19, 2007, the Board of Directors approved the termination of certain
      service agreements because no services were rendered to the Company during
      2007.
      Consistent with SFAS No. 123(R), *“Share-Based
      Payment”* using
      the fair value method, the Company immediately recognized as expense, over
      the
      requisite service period.





Amortization
      expense for the year ended December 31, 2007 and the period from October 1,
      2005
      to December 31, 2006 was $5,637,887 and $292,270, respectively.




**10.**
            **PLANT
                AND EQUIPMENT, NET**





Plant
      and
      equipment, net consisted of:




As
                of December 31,2007
            
            2006Building
                improvements
            
            -
            
            215,825Furniture,
                fixtures and office equipment
            
            -
            
            183,454Computer
                hardware and software
            
            -
            
            357,445Machinery
                and equipment
            
            $
            3,331
            
            $
            699,235Motor
                vehicles
            
            
            -
            
            
            64,3583,331
            
            
            1,520,317Less:
                accumulated depreciation
            
            
            (1,249
            )
            
            (854,045
            )Net
                book value
            
            $
            2,082
            
            $
            666,272





Depreciation
      expense for the year ended December 31, 2007 and the period from October 1,
      2005
      to December 31, 2006 was $4,665 and $213,287, respectively.




**11.**
            **OTHER
                PAYABLES AND ACCRUED
                LIABILITIES**





Other
      payables and accrued liabilities consisted of the followings:




As
                of December 31,2007
            
            
            2006Accrued
                expenses
            
            $
            197,697
            
            $
            129,885Other
                payables
            
            
            -
            
            
            1,696,218Customers
                deposit
            
            
            -
            
            
            668,671$
            197,697
            
            $
            2,494,774




F-18


**12.**
            **GENERAL
                AND ADMINISTRATIVE EXPENSE**





General
      and administrative expense consisted of the followings:




Year
                ended
              December
                31, 2007
            
            Period
                from
              October
                1, 2005
              to
              December
                31, 2006Amortization
                for long-term deferred charge
            
            $
            5,637,887
            
            $
            292,270Amortization
                for intangible assets
            
            
            357,754
            
            
            -Professional
                fee
            
            
            90,415
            
            
            54,962Rent
                expense
            
            
            122,124
            
            
            53,698Salaries
            
            
            79,863
            
            
            47,821Others
                operating expense
            
            
            180,928
            
            
            117,851$
            6,468,971
            
            $
            566,602




**13.**
            **INCOME
                TAXES**





The
      Company is registered in the United States of America and has operations in
      four
      tax jurisdictions: United States of America, British Virgin Island, Hong Kong
      and the PRC. The components of (loss) income before income taxes are as
      follows:




Year
                ended December 31, 2007
            
            Period
                from
              October
                1, 2005
              to
              December
                31, 2006Continuing
                operations in tax jurisdictions from:Hong
                Kong
            
            $
            1,257,733
            
            $
            3,284,096British
                Virgin Islands
            
            
            237,831
            
            
            (256
            )United
                States of America
            
            
            (5,729,657
            )
            
            (347,794
            )(4,234,093
            )
            
            2,936,046Discontinued
                operations in tax jurisdictions from:Hong
                Kong
            
            
            599,544
            
            
            -The
                PRC
            
            
            -
            
            
            90,892(Loss)
                income before income taxes
            
            $
            (3,634,549
            )
            $
            3,026,938





*United
      States of America*





The
      Company is registered in the State of Neveda and is subjected to United States
      of America tax law.





As
      of
      December 31, 2007, the U.S. operation incurred $5,729,657 of net operating
      losses available for federal
      tax purposes, which are available to offset future taxable income. The net
      operating loss carry forwards begin to expire in 2027. The Company has provided
      for a full valuation allowance for any future tax benefits from the net
      operating loss carryforwards as the management believes it is more likely than
      not that these assets will not be realized in the future.




F-19





*British
      Virgin Island*





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





*Hong
      Kong*





For
      the
      year ended December 31, 2007, all of its net revenue are generated from its
      agency business and those incomes are considered offshore income and are
      exempted from Hong Kong profits tax. For the period from October 1, 2005 to
      December 31, 2006, income tax expense represents Hong Kong profits tax of
      $574,777 for the subsidiary operating in Hong Kong. Hong Kong profits tax rate
      is 17.5% on the subsidiary's estimated assessable profits arising in Hong Kong
      during the periods presented. A reconciliation of income before income taxes
      to
      the effective tax rate for the Hong Kong subsidiary as follows:





Year
                ended December 31, 2007
            
            Period
                from
              October
                1, 2005
              to
              December
                31, 2006Income
                before income taxes
            
            $
            1,857,277
            
            $
            3,026,938Statutory
                income tax rate
            
            
            17.5
            %
            
            17.5
            %Income
                tax expense at statutory tax rate
            
            
            325,023
            
            
            529,714Non-deductible
                expenses for income tax purposes
            
            
            -
            
            
            60,969Non-taxable
                income for income tax purposes
            
            
            (325,023
            )
            
            -Tax
                exemption granted to PRC subsidiary
            
            
            -
            
            
            (15,906
            )Income
                tax expense at effective tax rate
            
            $
            -
            
            $
            574,777





Its
      effective income tax rates for the year ended December 31, 2007 and the period
      from October 1, 2005 to December 31, 2006 were 0% and 18%.





For
      the
      year ended December 31, 2007, no income tax expense for Hong Kong profits tax
      is
      provided for as the Company’s income neither arises in, nor is derived form Hong
      Kong under its tax law.





*The
      PRC*





The
      Company’s subsidiary in the PRC, BUCTCL is subjected to the Enterprise Income
      Tax governed by the Income Tax Law of the People’s Republic of China, at a
      statutory rate of 33%, which comprises 30% national income tax and 3% local
      income tax. There was no provision for income tax expense for the year ended
      December 31, 2007 since the operating result of BUCTCL was no longer included
      in
      the result
      of
      operation from the effective date of its disposal.





F-20





**14.**
            **NET
                (LOSS) INCOME PER SHARE**





Basic
      net
      (loss) income per share is computed using the weighted average number of the
      ordinary shares outstanding during the year. Diluted net (loss) income per
      share
      is computed using the weighted average number of ordinary shares and ordinary
      share equivalents outstanding during the year. Pursuant to stock exchange
      transaction on March 30, 2006, the weighted average number of common shares
      issued and outstanding was adjusted to account for the effects of the stock
      exchange transaction as a reverse acquisition.





The
      following table sets forth the computation of basic and diluted net (loss)
      income per share for the year ended December 31, 2007 and the period from
      October 1, 2005 to December 31, 2006:





Year
                ended December 31, 2007
            
            Period
                from
              October
                1, 2005
              to
              December
                31, 2006Basis
                and diluted net (loss) income per share calculationNumerator:-
                Net (loss) income in computing basic net income per share
            
            $
            (3,634,549
            )
            $
            2,452,161Denominator:-
                Weighted average common stock outstanding
            
            
            37,898,251
            
            
            21,398,394Basic
                and diluted net (loss) income per share
            
            $
            (0.10
            )
            $
            0.11




**15.**
            **CAPITAL
                TRANSACTIONS**





(1)
            During
                March 2006, the Company issued 32,162,500 shares to acquire entire
                interest in ITHL.





(2)
            During
                April 2006, the Company issued 567,500 shares in lieu of professional
                fee
                for acquisition of ITHL.





(3)
            During
                the period 2006, the Company issued 1,398,251 shares of its restricted
                common stock for total proceeds of $1,075,782 before issuing
                expenses.





(4)
            During
                November 2006, the Company issued 3,000,000 shares upon exercise
                of rights
                under the share options. The fair value of the services for the grant
                is
                appraised at $5,932,000 based on Black-Scholes Model by an independent
                valuer.





As
      a
      result, the number of outstanding shares of the Company’s common stock was
      37,898,251 shares.





F-21


**16.**
            **PENSION
                PLANS**





*Hong
      Kong*





The
      Company participates in a defined contribution pension scheme under the
      Mandatory Provident Fund Schemes Ordinance “MPF Scheme” for all its eligible
      employees in Hong Kong.





The
      MPF
      Scheme is available to all employees aged 18 to 64 with at least 60 days of
      service in the employment in Hong Kong. Contributions are made by The Company’s
      subsidiaries operating in Hong Kong at 5% of the participants’ relevant income
      with a ceiling of HK$20,000. The participants are entitled to 100% of The
      Company’s contributions together with accrued returns irrespective of their
      length of service with The Company, but the benefits are required by law to
      be
      preserved until the retirement age of 65. The total contributions made for
      MPF
      Scheme were $3,141 and $622 for the year ended December 31, 2007 and for the
      period from October 1, 2005 to December 31, 2006, respectively.





*The
      PRC*





Under
      the
      PRC Law, full-time employees of BUCTCL, a subsidiary in the PRC are entitled
      to
      staff welfare benefits including medical care, welfare subsidies, unemployment
      insurance and pension benefits through a China government-mandated
      multi-employer defined contribution plan. The Company’s subsidiary in the PRC is
      required to accrue for these benefits based on certain percentages of the
      employees’ salaries.





The
      aggregate amount of such employee benefits were $0 and $4,156 for the years
      ended December 31, 2007 and the period from October 1, 2005 to December 31,
      2006, respectively.





**17.**
            **SEGMENT
                INFORMATION**





The
      Company’s business units have been aggregated into two reportable segments: (1)
      Trading of mobile phone handsets and components and (2) Provision of design
      and
      solution for mobile phone. The Company operates these segments in the PRC and
      Hong Kong and all of the identifiable assets of the Company are located in
      the
      PRC and Hong Kong during the period presented.





The
      accounting policies of the segments are the same as those described in the
      summary of significant accounting policies (see Note 2). The Company had no
      inter-segment sales for the year ended December 31, 2007 and the period from
      October 1, 2005 to December 31, 2006. The Company’s reportable segments are
      strategic business units that offer different products and services. They are
      managed separately because each business requires different technology and
      marketing strategies.




F-22





Summarized
      financial information concerning the Company’s reportable segments is shown in
      the following table for the year ended December 31, 2007 and the period from
      October 1, 2005 to December 31, 2006:




Year
                ended December 31, 2007Provision
                of design & solution for mobile phone
            
            Trading
                of mobile phone handsets & related components
            
            TotalRevenue,
                net
            
            $
            -
            
            $
            2,241,726
            
            $
            2,241,726Depreciation
            
            
            -
            
            
            4,665
            
            
            4,665Amortization
            
            
            -
            
            
            5,995,641
            
            
            5,995,641Income
                from discontinued operations
            
            
            599,544
            
            
            -
            
            
            599,544Net
                loss
            
            
            -
            
            
            (4,234,093
            )
            
            (4,234,093
            )Total
                assets
            
            $
            -
            
            $
            14,098,908
            
            $
            14,098,908





During
      2007, the business in the provision of design and solution for mobile phone
      was
      discontinued upon the disposal of the subsidiaries.




Period
                from October 1, 2005 to December 31, 2006Provision
                of design & solution for mobile phone
            
            Trading
                of mobile phone handsets & related components
            
            TotalOperating
                revenues
            
            $
            1,003,320
            
            $
            51,719,412
            
            $
            52,722,732Cost
                of revenues
            
            
            (717,912
            )
            
            (48,088,619
            )
            
            (48,806,531
            )Gross
                profit
            
            
            285,408
            
            
            3,630,793
            
            
            3,916,201Depreciation
            
            
            -
            
            
            213,287
            
            
            213,287Amortization
            
            
            -
            
            
            292,270
            
            
            292,270Income
                from discontinued operations
            
            
            90,892
            
            
            -
            
            
            90,892Net
                income
            
            
            -
            
            
            2,361,269
            
            
            2,361,269Total
                assets
            
            $
            -
            
            $
            21,191,881
            
            $
            21,191,881





For
      the
      period from October 1, 2005 to December 31, 2006, the Company’s operations are
      primarily in Hong Kong and China and the Company’s sales, gross profit and total
      assets attributable to other geographical areas are less than 10% of the
      consolidated totals for the period ended December 31, 2006.




**18.**
            **CONCENTRATION
                AND RISK**





(a)  Major
      customers





For
      the
      year ended December 31, 2007, 100% of the Company’s assets were located in Hong
      Kong and 100% of the Company’s revenues were generated from customers located in
      the PRC and Hong Kong.





For
      the
      year ended December 31, 2007, one single customer represented more than 10%
      of
      the Company’s revenue and accounts receivable, respectively. As of December 31,
      2007, this customer accounts for both 100% of revenues amounting to $2,241,726
      and $0 of accounts receivable, respectively.





F-23





For
      the
      period from October 1, 2005 to December 31, 2006, the customer who accounted
      for
      10% or more of revenues of the Company are presented as follows:


Period
                  from October 1, 2005 to December 31, 2006Revenues
              
              Percentage
                of
                  revenues
              
              Trade
                  accountsReceivableCustomer
                  A
              
              $
              51,719,411
              
              
              98
              %
              $
              2,424,111





(b)  Credit
      risk





Financial
      instruments that potentially subject the Company to significant concentrations
      of credit risk consist principally of cash and trade accounts receivable. The
      Company performs ongoing credit evaluations of its customers' financial
      condition, but does not require collateral to support such
      receivables.





(c)  Exchange
      rate risk





The
      Company cannot guarantee that the current exchange rate will remain steady;
      therefore there is a possibility that the Company could post the same amount
      of
      net income for two comparable periods and because of the fluctuating exchange
      rate actually post higher or lower profit depending on exchange rate of HK$
      converted to US$ on that date. The exchange rate could fluctuate depending
      on
      changes in political and economic environments without notice.





**19.**
            **COMMITMENT
                AND CONTINGENCIES**





(a)  Operating
      lease commitment




The
      Company leases an office premise under a non-cancelable operating lease for
      a
      period of 2 years due June 30, 2008. Costs incurred under this operating lease
      are recorded as rent expense and totaled approximately $104,581 and $54,212
      for
      the year ended December 31, 2007 and the period from October 1, 2005 to December
      31, 2006.


Year
                  ending December 31,2008
              
              $
              52,275




(b)  Capital
      commitment





As
      of
      December 31, 2007, the Company has the following capital
      commitments:





Planned
      acquisition of land and building


The
      Company has entered into a Provisional agreement dated September 29, 2006 to
      purchase land and building in PRC to establish an assembly line of mobile phone
      handset. There is a definitive sale and purchase agreement entered up to the
      date of this report. As of December 31, 2007, the Company has contracted for
      plant and equipment amounting to $7,240,248 (RMB52,955,898), of which $3,517,582
      (RMB25,727,949) was paid to the vendors.




F-24





Planned
      establishment of a joint venture





The
      Company has entered into a Memorandum of Understanding (“MOU”) dated February
      27, 2007 with a Korean listed company. Pursuant to this MOU, both parties are
      willing to set up a joint venture in PRC to promote a 3-D mobile contents
      platform. There is no definitive joint venture agreement entered up to the
      date
      of this report.





Planned
      acquisition of a company





The
      wholly-owned subsidiary of the Company, ITHL, has entered into a Letter of
      Intent (“LOI”) dated February 12, 2007 with a third party. Pursuant to this LOI,
      ITHL intends to acquire 100% interest of Shanghai BODA Electronic Co., Ltd.
      There is no definitive equity transfer agreement entered up to the date of
      this
      report.




**20.**
            **COMPARATIVE
                FIGURES**





Certain
      amounts in the prior periods presented have been reclassified to conform to
      the
      current period financial statement presentation.





F-25


**Item
      9. Changes in and Disagreements With Accountants on Accounting and Financial
      Disclosure**




Based
      on
      their evaluation as of December 31, 2007, our Chief Executive Officer and Chief
      Financial Officer have concluded that our disclosure controls and procedures
      (as
      definded in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
      of
      1934, as amended) were sufficiently effective to ensure that the information
      required to be disclosed by us in this Annual Report on Form 10-K was recorded,
      processed, summarized and reported within the time periods specified in the
      SEC’s rules and instructions for Form 10-K.





**ITEM
      9A. Controls and Procedures**




**Management’s
      Report on Internal Control over Financial Reporting**





Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting (as defined in Rule 13a-15(f) under the
      Securities Exchange Act of 1934, as amended). Our management assessed the
      effectiveness of our internal control over financial reporting as of December
      31, 2007. In making this assessment, our management used the criteria set forth
      by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)
      in ‘Internal Control - Integrated Framework.’ Our management has concluded that,
      as of December 31, 2007, our internal control over financial reporting is
      effective based on these criteria.





There
      were no changes in our internal controls over financial reporting during the
      quarter ended December 31, 2007 that have materially affected, or are reasonably
      likely to materially affect our internal controls over financial
      reporting.





Our
      management, including our Chief Executive Officer and Chief Financial Officer,
      does not expect that our disclosure controls and procedures or our internal
      controls will prevent all error and all fraud. A control system, no matter
      how
      well conceived and operated, can provide only reasonable, not absolute,
      assurance that the objectives of the control system are met. Further, the design
      of a control system must reflect the fact that there are resource constraints,
      and the benefits of controls must be considered relative to their costs. Because
      of the inherent limitations in all control systems, no evaluation of controls
      can provide absolute assurance that all control issues and instances of fraud,
      if any, within Innocom Technology Holdings, Inc. have been
      detected.





**Item
      9B. Other Information**




On
      February 15, 2007, the Company filed with the Commission a Form 8-K stating
      that the Company’s wholly-owned subsidiary Innocom Technoloy Holdings Limited
      (“ITHL”) had entered into a Letter of Intent (“LOI”) with Shanghai Broadband
      Science and Technology Co., Ltd. (“Shanghai Technology”). Pursuant to the LOI,
      ITHL acquired 100% interest in BODA Electronic Co., Ltd. (“BODA”) from Shanghai
      Technology, Suzhou
      Country Core Technology Co., Ltd. (“Suzhou Technology”) and Nanjing Broadband
      Science and Technology Co., Ltd ( “Nanjing Technology”) and Shanghai Technology
      indicates its consent to sell all of the equities of BODA owned by itself and,
      as the shareholder of Suzhou Technology and Nanjing Technology, to convey of
      the
      surplus of the equities of BODA from Suzhou Technology and Nanjing Technology
      to
      ITHL.  The entire equity interest of BODA is held by Shanghai Technology,
      Suzhou Technology and Nanjing Technology with 64.35%, 20% and 15.65%
      shareholdings respectively.  Shanghai Technology and ITHL agree to inspect
      and collate the accounts of BODA and adjust some accounts if needed and to
      make
      further consultation about the date of the purchase of BODA and the substantial
      procedures such as diligent inspections and assessments.  BODA operates as
      a value-added solution provider in the mobile phone market in
      China.





On
      March
      5, 2007, the Company filed with the Commission a Form 8-K stating that it had
      entered into a Memorandum of Understanding (“MOU”) with Industry Community
      On-line Service Co., Ltd. (“ICOLS”). Pursuant to the MOU, the Company and ICOLS
      are willing to set up a joint venture in China to promote the 3D mobile contents
      platform (GNEX) of ICOLS in the Chinese market. In addition to the 3D mobile
      contents platform (GNEX), both parties will consider cooperation on the business
      of full 3D on-line games, SI & IT outsourcing, 3D solid LCD module, etc.





On
      March
      7, 2007, the Company filed with the Commission a Form 8-K stating that it had
      appointed two (2) new non-executive directors to serve on the Board of
      Directors.





Tay,
      Siew
      Leng, who is 39 years old, is the Managing Director and one of the founders
      of
      Superior Precision Engineering (Wuxi) Co., Ltd. Prior to establishment of SPE,
      Mr. Tay was the Executive Director of the Toyoplas Group from July 2000 to
      July
      2005. During the period from 1993 to 2000, Mr. Tay held various positions in
      Daiho Group and was the manager of the company from 1995 to 2000 in Business
      Development and Production Control Department.  Before joining Daiho group,
      he was the Department Head of a High School in Malaysia. Mr. Tay holds a Masters
      degree in Business Administration from Strathclyde Graduate Business School,
      Scotland.





Qian
      Jian
      Yu, Mike who is 43 years old, is the General Manager and founder of Shanghai
      Boda Electronics Co., Ltd. (“Boda”).  Prior to the establishment of Boda in
      September 2001, Mr. Qian worked for Arrow Electronics China Limited from 1998
      to
      2001. From 1986 to 1998, Mr. Qian worked for the Shanghai Space Bureau. Mr.
      Qian
      graduated from Nanjing University in 1986.




19





On
      March
      13, 2007, the Company filed with the Commission a Form 8-K stating in
      anticipation of a planned presentation by the Company to a group of potential
      investors during the March 2007 China Investor Tour in Shenzhen, China, the
      Company was disclosing its planned presentation materials in order to avoid
      the
      selective disclosure of any material nonpublic information at the Conference.
      Further, the Company discussed that on March 7, 2007, the Company’s wholly-owned
      subsidiary Innocom Technology Holdings Limited (“ITHL”) had entered into a
      Memorandum of Understanding (“MOU”) with Maxmore Limited, Mr. Hui Yan Sui
      William, Mr. Tay Siew Leng and Mr. Asaba Masaya (collectively the “Sellers”).
      Pursuant to the MOU, ITHL acquired 71.5% interest in Superior Precision
      Engineering Co. Limited (“SPE”) and the Sellers intend to sell their
      shareholdings in SPE to ITHL. SPE provides manufacturing service including
      tooling design and fabrication, injection molding, spraying, printing, laser
      making and sub-assembly. Mr. Hui Yan Sui William and Mr. Tay Siew Leng are
      related parties to the Registrant.





On
      March
      19, 2007, the Company filed with the Commission a Form 8-K stating the Company’s
      wholly-owned subsidiary Innocom Technology Holdings Limited (“ITHL”) had entered
      into a distribution agreement with Shangai BODA Electronics Co., Ltd. (“BODA”)
      whereby BODA appointed ITHL as its exclusive distributor for its in-house
      developed analogy television mobile phone (the “TV Mobile Phone”) for overseas
      markets. Pursuant to the Agreement, ITHL shall distribute the TV Mobile Phone
      to
      oversea markets (meaning the world market except Mainland China but inclusive
      of
      Hong Kong Special Administration Region of the PRC, Macau Special Administration
      Region of the PRC and the Republic of China or Taiwan) for an indefinite term
      until either party calls for the termination of the Agreement, after one (1)
      year from the date of the Agreement, by giving 180 days prior written notice
      to
      the other party. Commission to ITHL shall be further negotiated and set on
      contract by contract basis.





On
      March
      29, 2007, the Company filed with the Commission a Form 8-K stating that Mr.
      Roland Lam, Chief Financial Officer of the Company resigned from his position.
      Mr. Lam stated personal reasons for his resignation. The Company anticipates
      appointing a new Chief Financial Officer in the near future.





**PART
      III.**





**Item
      10. Directors, Executive Officers and Corporate Governance.**





DIRECTORS
      AND EXECUTIVE OFFICERS




Our
      directors and officers, as of December 31, 2007, are set forth below. The
      directors hold office for their respective term and until their successors
      are
      duly elected and qualified. Vacancies in the existing Board are filled by a
      majority vote of the remaining directors. The officers serve at the will of
      the
      Board of Directors.





Name
            
            Age
            
            Position
            
            Director
                SinceHui
                Yan Sui, William
            
            42
            
            Chairman
                and Chief Executive Officer
            
            2006Tang
                Chin Pang, Eric
            
            46
            
            Executive
                Director
            
            2006Tan
                Ah Mee
            
            61
            
            Non-executive
                Director
            
            2006Lau
                Yiu Nam, Eric
            
            48
            
            Non-executive
                Director
            
            2006Tay,
                Siew Leng
            
            40
            
            Non-executive
                Director
            
            2007Qian
                Jian Yu, Mike
            
            44
            
            Non-executive
                Director
            
            2007Cheung
                Wai Hung
            
            53
            
            Chief
                Financial Controller
            
            2007




Hui
      Yan
      Sui, William, age 42, has approximately 20 years experience in industrial
      management.  In 1986, Mr. Hui established Yat Lung Industrial Limited (Yat
      Lung), a company that manufactures cassette and video tapes.  Mr. Hui is
      currently a director of Yat Lung.  In 2002, Yat Lung became a wholly owned
      subsidiary of Swing Media Technology Group Limited (Swing Media), an investment
      holding company that manufactures and trades cassette tapes, video tapes, VCD's,
      CDR's and DVDR's through its subsidiaries.  From January 2002 until May
      2003, Mr. Hui served as Chairman and Chief Executive Officer of Swing Media.
       Mr. Hui resigned as CEO of Swing Media in May 2003 and retains his
      position as Chairman.  Swing Media is a company listed on the Singapore
      Stock Exchange Dealings and Automated Quotation System (the “SGX-SESDAQ”).
 In 2003, Mr. Hui established Chinarise Capital (International) Limited
      (Chinarise), a company that trades mobile phone handsets and components in
      Hong
      Kong .  He is currently the director of Chinarise.





Tang
      Chin
      Pang, Eric, age 46, has been our Chief Financial Officer since October 2005.
      Before joining us in October 2005, Mr. Tang is the corporate consultant for
      three years. From 1984 to 2001, Mr. Tang worked at Deloitte Touche Tohmatsu
      for
      seventeen years, including his last position as an audit senior manager. Mr.
      Tang graduated from Hong Kong Shue Yan College in 1984. He is a fellow of the
      Association of Chartered Certified Accountants and an associate member of the
      Hong Kong Institute of Certified Public Accountants.




20




Dr.
      Tan
      Ah Mee, age 61, holds Doctor of Philosphy from International Management Centre,
      Buckingham, United Kingdom. Dr. Tan is Ex-Rotarian (Chartered) of Rotary Club
      of
      Tebrau, Jogn Baru and Elected Council Member of the Sinagpore Confederation
      of
      Industries (1998 - 2000), He is director of Heng Da Investments Pte. Limited,
      Ingmedia Pte. Limited and Yorkshire Capital Pte. Limited




Lau
      Yiu
      Nam , Eric, age 48, was admitted as a barrister in England and Australia .
      Mr.
      Lau returned to Hong Kong in 1983 and was employed in the Attorney General's
      Chambers as Crown Counsel before he went into private practice in 1996.
      Currently, Mr. Lau is the Head of his Chambers in Hong Kong which comprised
      of
      over 15 barristers practicing in commercial and civil litigation. He is
      independent non-executive director of Swing Media.





Tay,
      Siew
      Leng, age 40, is the Managing Director and one of the founders of Superior
      Precision Engineering (Wuxi) Co., Ltd. Prior to establishment of SPE, Mr. Tay
      was the Executive Director of the Toyoplas Group from July 2000 to July 2005.
      During the period from 1993 to 2000, Mr. Tay held various positions in Daiho
      Group and was the manager of the company from 1995 to 2000 in Business
      Development and Production Control Department.  Before joining Daiho group,
      he was the Department Head of a High School in Malaysia. Mr. Tay holds a Masters
      degree in Business Administration from Strathclyde Graduate Business School,
      Scotland.





Qian
      Jian
      Yu, Mike, age 44, is the General Manager and founder of Shanghai Boda
      Electronics Co., Ltd. (“Boda”).  Prior to the establishment of Boda in
      September 2001, Mr. Qian worked for Arrow Electronics China Limited from 1998
      to
      2001. From 1986 to 1998, Mr. Qian worked for the Shanghai Space Bureau. Mr.
      Qian
      graduated from Nanjing University in 1986.





Cheung
      Wai Hung, Eddie, age 53, has been a branch manager of Shanghai Commercial Bank
      Limited for the past 12 years up to May 14, 2007. Mr. Cheung possesses a
      Bachelor degree of Commerce from Curtin University of Technology, Perth W.
      Australia, in 1998.





(a)
      Significant Employees




Other
      than our officers, there are no employees who are expected to make a significant
      contribution to our corporation.




(b)
      Family Relationships




Our
      directors currently have terms which will end at our next annual meeting of
      the
      stockholders or until their successors are elected and qualify, subject to
      their
      prior death, resignation or removal. Officers serve at the discretion of the
      Board of Directors. There are no family relationships among any of our directors
      and executive officers. There are no family relationships among our officers,
      directors, or persons nominated for such positions.




LEGAL
      PROCEEDINGS




No
      officer, director, or persons nominated for these positions, and no promoter
      or
      significant employee of our corporation has been involved in legal proceedings
      that would be material to an evaluation of our management.




AUDIT
      COMMITTEE




The
      Board
      does not have standing audit committee.





CODE
      OF
      ETHICS




The
      Company does not have a Code of Ethics.




COMPLIANCE
      WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934




Section
      16(a) of the Securities Exchange Act of 1934, as amended, requires our directors
      and executive officers and beneficial holders of more than 10% of our common
      stock to file with the Commission initial reports of ownership and reports
      of
      changes in ownership of our equity securities. As of the date of this Report,
      the Company is in the process of reviewing all transactions that may cause
      initial reports of ownership or changes in ownership to be filed on Form 3
      (Initial Statement of Beneficial Ownership), Form 4 (Changes in Beneficial
      Ownership) and Form 5 (Annual Statement of Changes in Beneficial Ownership)
      which is required to be filed under applicable rules of the Commission.





21




**Item
      11. Executive Compensation**





**COMPENSATION
      DISCUSSION AND ANALYSIS**





***Background
      and Compensation Philosophy***





Our board of directors consists
      of seven individuals :
      (1)
      William Hui Yan Sui, our Chief Executive Officer, Chairman of the Board and
      beneficial owner of 60.97% of our common stock; (2) Tang Chin Pang, Eric, our
      Executive Director; (3) Cheung Wai Hung, Eddie, our Chief Financial Officer;
      (4)
      Tan Ah Mee, a non-executive director; (5) Lau Yiu Nam, Eric, a non-executive
      director; (6) Tay, Siew Leng, a non-executive director; and (7) Qian Jian Yu,
      Mike, a non-executive director. Our board of directors
      have historically determined the compensation to be paid to our executive officers based on our financial and operating performance and prospects, the level of compensation
      paid to similarly situated executives in comparably sized companies and
      contributions made by the officers’ to our success.
      Each of the named officers will be measured by a series of performance criteria
      by the board of directors ,
      or the
      compensation committee when it is established, on
      a
      yearly basis. Such criteria will be set forth based on certain objective
      parameters such as job characteristics, required professionalism, management
      skills, interpersonal skills, related experience, personal performance and
      overall corporate performance.





Our board of directors
      have not
      adopted or established a formal policy or procedure for determining the amount
      of compensation paid to our executive officers. Mr. Sui, Mr. Pang and Mr. Hung have
      been
      and may continue to be involved when our board of directors deliberate
      compensation issues related to their
      compensation.





As
      our
      executive leadership and b oard of directors
      grow ,
      our board of directors may
      decide to form a compensation committee charged with the oversight of executive
      compensation plans, policies and programs.





***Elements
      of Compensation***





We
      provide our executive officers solely with a base salary to compensate them
      for
      services rendered during the year. Our policy of compensating our executives
      with a cash salary has served us well.
      Because of our history of attracting and retaining executive talent, we do
      not
      believe it is necessary at this time to provide our executives discretionary
      bonuses, equity incentives, or other benefits in
      order for us to
      continue to be successful.





***Base
      Salary***





The
      yearly base salary of Mr. Cheung Wai Hung for the 2007 was $33,654.00. Mr.
      Hui
      Yan Sui and Mr. Tang Chin Pang received no salary in 2007.





***Discretionary
      Bonus***





We
      have
      not provided our executive officers with any discretionary bonuses at the moment
      but our board of directors may
      consider the necessity of such scheme in the future based on our financial and operating performance and prospects, the level of compensation
      paid to similarly situated executives in comparably sized companies and
      contributions made by the officers’ to our success .





***Equity
      Incentives***





We have not
      established equity based incentive program and have not granted stock based
      awards as a component of compensation. In the future, we may adopt and establish
      an equity incentive plan pursuant to which awards may be granted if our board of directors determines that it is in the best interests of our stockholders and the
      Company to do
      so.





***Retirement
      Benefits***





Our
      executive officers are not presently entitled to company-sponsored retirement
      benefits.





***Perquisites***





We
      have
      not provided our executive officers with any material perquisites and other
      personal benefits and, therefore, we do not view perquisites as a significant
      or
      necessary element of our executive’s compensation.





***Deferred
      Compensation***





We
      do not
      provide our executives the opportunity to defer receipt of annual
      compensation.




22




**SUMMARY
      COMPENSATION TABLE**





The
      following table sets forth the cash and non-cash compensation for the years
      indicated earned by or awarded to Hui Yan Sui, William, our Chief Executive
      Officer, Tang Chin Pang, Eric, our Chief Financial Officer, and our other
      executive officers and employees whose total cash compensation exceeded
      $100,000, or the Named Executive Officers and employees, in fiscal year 2007.





**Summary
      Compensation Table**





**Name
                and Principal Position**
            
            **Year**
            
            **Salary**
              **($)**
            
            **Bonus**
              **($)**
            
            **Stock**
              **Awards
                ($)**
            
            **All
                Other**
              **Compensation**
              **($)**
            
            **Total**
              **($)**Hui
                Yan Sui, William
              Chief
                Executive Officer; Director
            
            
            2007
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Tang
                Chin Pang, Eric
              Executive
                Director
            
            
            2007
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Cheung
                Wai Hung, Eddie
              Chief
                Financial Officer
            
            
            2007
            
            
            33,654
            
            
            -
            
            
            -
            
            
            -
            
            
            33,654





**Employment
      Agreements**




No
      directors and offices have service contact with the Company or its subsidiary
      companies.




**Compensation
      of Directors**




There
      is
      no compensation awarded to or paid to the directors during 2007.





**Item
      12. Security Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.**





Beneficial
      ownership is shown as of April 11, 2008, for shares held by (i) each person
      or
      entity known to us to be the beneficial owner of more than 5% of our issued
      and
      outstanding shares of common stock based solely upon a review of filings made
      with the Commission and our knowledge of the issuances by us, (ii) each of
      our
      directors, (iii) our Chief Executive Officer and our three other most highly
      compensated officers whose compensation exceeded $100,000 during the fiscal
      year
      ended December 31, 2007, or the Named Executive Officers, and (iv) all of our
      current directors and executive officers as a group. Unless otherwise indicated,
      the persons listed below have sole voting and investment power with respect
      to
      the shares and may be reached at Unit 3506, Bank of America Tower, 12 Harcourt
      Road, Central, Hong Kong, PRC.





**Security
      Ownership - Certain Beneficial Owners**




There
      are
      no Beneficial Owners outside of management that own more than 5% of the issued
      and outstanding shares of common stock. Please see the table below for certain
      beneficial ownership by management.





**Security
      Ownership - Management**




AmountAnd
            
            
            
            PercentageNature
                of
            
            
            
            of
                ClassBeneficial
            
            
            
            BeneficiallyBeneficial
                Owner (including address)
            
            Title
                of class
            
            Ownership(1)
            
            Total
            
            OwnedHui
                Yan Siu William (2)
            
            
            Common
            
            
            23,107,430
            D
            
            23,107,430
            
            
            60.97
            %Cheung
                Wai Hung, Eddie (2)
            
            
            Common
            
            
            -0-
            
            
            -0-
            
            
            -0-
            %Tang
                Chin Pang, Eric (2)
            
            
            Common
            
            
            -0-
            
            
            -0-
            
            
            -0-
            %Dr.
                Tan Ah Mee (2)
            
            
            Common
            
            
            -0-
            
            
            -0-
            
            
            -0-
            %Lau
                Yiu Nam, Eric (2)
            
            
            Common
            
            
            -0-
            
            
            -0-
            
            
            -0-
            %Tay
                Siew Leng (2)
            
            
            Common
            
            
            -0-
            
            
            -0-
            
            
            -0-
            %Qian
                Jian Yu, Mike (2)
            
            
            Common
            
            
            -0-
            
            
            -0-
            
            
            -0-
            %Total
            
            
            Common
            
            
            23,107,430
            
            
            23,107,430
            
            
            60.97
            %




23




Notes:





(1)
            -
                (D) stands for direct ownership; (I) stands for indirect
                ownership





(2)
            All
                officers and directors use the Company’s address, Unit 3506, Bank of
                America, Tower, 12 Harcourt Road, Central, Hong
                Kong.





**Changes
      in Control**





There
      are
      no arrangements, known to the Registrant, including any pledge by any person
      of
      securities of the Registrant which may at a subsequent date result in a change
      in control of the Registrant.





**Securities
      Authorized for Issuance Under Equity Compensation Plans**





There
      is
      no equity or option granted during 2007.





**Item
      13. Certain Relationships and Related Transactions, and Director
      Independence**





**Certain
      Relationships and Related Transactions**





As
      of
      December 31, 2007, a balance of $128 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 and has no fixed repayment term. The imputed
      interest on the amount due to a stockholder was not significant.





**Director
      Independence**





Are
      any
      of the non-executive directors independent pursuant to Item 407(a)(4)(1) of
      Regulation S-K?




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




The
      following is a summary of the fees billed to us by Zhong Yi (Hong Kong) C.P.A.
      Company Limited (“Zhong”), the Company’s current auditors and Dominic K.F. Chan
& Co., the Company’s former auditors (“Chan” for the services rendered
      during fifteen months ended December 31, 2006 and the first three quarters
      of
      the fiscal year 2007) for professional services rendered for the year ended
      December 31, 2007 and fifteen months ended December 31, 2006:


Year
                  ended December 31, 2007
              
              Fifteen
                  months ended December 31, 2006Service
              
              Zhong
              
              Chan
              
              ChanAudit
                  Fees
              
              $
              64,981
              
              $
              25,434
              
              $
              54,962Audit
                  RelatedFees
              
              
              0
              
              
              0
              
              
              0Tax
                  Fees
              
              
              0
              
              
              0
              
              
              0All
                  Other Fees
              
              
              0
              
              
              0
              
              
              0TOTAL
              
              $
              64,981
              
              $
              25,434
              
              $
              54,962




Audit
      fees consist of the aggregate fees billed for services rendered for the audit
      of
      our annual financial statements, the reviews of the financial statements
      included in our Forms 10-QSB and for any other services that are normally
      provided by our independent auditors in connection with our statutory and
      regulatory filings or engagements.




Audit
      related fees consist of the aggregate fees billed for professional services
      rendered for assurance and related services that reasonably related to the
      performance of the audit or review of our financial statements that were not
      otherwise included in Audit Fees.




Tax
      fees
      consist of the aggregate fees billed for professional services rendered for
      tax
      compliance, tax advice and tax planning. These services include assistance
      regarding federal, state and local tax compliance and consultation in connection
      with various transactions and acquisitions.




24




All
      other
      fees consist of the aggregate fees billed for products and services provided
      by
      our independent auditors and not otherwise included in Audit Fees, Audit Related
      fees or Tax Fees.





**Item
      15. Exhibits, Financial Statement Schedules.**





(a)
      Financial Statements





The
      financial statements are set forth under Item 8 of this Annual Report on
      Form 10-K. Financial statement schedules have been omitted since they are either
      not required, not applicable, or the information is otherwise
      included.





(b)
      Exhibits


3.1
            Articles
                of Incoporation (Filed with the Commission on January 29, 2003 as
                Exhibit
                1 to the Form 10-SB.)3.2
            Bylaws
                (Filed with the Commission on January 29, 2003 as Exhibit 2 to the
                Form
                10-SB.)21
            Subsidiaries
                List (filed herewith)24
            Power
                of Attorney (filed herewith) (see signature page)31.1
            Certification
                of Chief Executive Officer pursuant to 13a-14 and 15d-14 of the Exchange
                Act (filed herewith)




31.2
            Certification
                of Chief Financial Officer pursuant to 13a-14 and 15d-14 of the Exchange
                Act (filed herewith)




32.1
            Certificate
                pursuant to 18 U.S.C. ss. 1350 for Hui Yan Siu, William, Chief Executive
                Officer (filed herewith)




32.2
            Certificate
                pursuant to 18 U.S.C. ss. 1350 for Cheung Wai Hung, Eddie, Chief
                Financial
                Officer (filed herewith)




25




**SIGNATURES**




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




**INNOCOM
                TECHNOLOGY HOLDINGS, INC.**Dated:
                April 15, 2008
            
            
            /s/
                William Yan Sui HuiWilliam Yan Sui Hui,
              Chief Executive Officer
              (Principal
                  executive officer)




Dated:
                April 15, 2008
            
            
            /s/
                Eddie Cheung Wai HungEddie
                Cheung Wai Hung,
              Chief
                Financial Officer
              (Principal
                  financial officer)




Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of the registrant and in the
      capacities indicated by the dates.




/s/
              William Hui
              Yan Sui
            
            
            /s/
              Eric Tang Chin
              PangYan
              Sui Hui, William Director
            
            
            Tang
              Chin Pang, Eric, DirectorDated: April 15, 2008
            
            
            Dated: April 15,
              2008




26