UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 10-Q

______________________

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the quarter ended ~~June~~September 30, 2015

______________________

Commission File Number 0-50164

______________________

INNOCOM TECHNOLOGY HOLDINGS, INC.

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


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

~~26th~~Unit ~~Floor~~2807, ~~Top Glory Tower~~28/F., ~~262~~99 ~~Gloucester~~Queen’s Road, ~~Causeway Bay,~~ Hong Kong, PRC (Address of principal executive offices) (Zip code)

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

~~________________________________________________~~26th Floor, Top Glory Tower, 262 Gloucester Road,

Causeway Bay, Hong Kong, PRC

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

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

Yes X . No .

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ~~Yes . No X .~~

Yes . No X .

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

Large accelerated filer . Accelerated filer . Non-accelerated filer . Smaller reporting company X .

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

Yes X . No .

The number of shares outstanding of each of the Registrant’s classes of common stock, as of ~~August~~November 1816, 2015 was 220,631,841 shares, all of one class of $0.001 par value Common Stock.

INNOCOM TECHNOLOGY HOLDINGS, INC.

FORM 10-Q

Quarter Ended ~~June~~September 30, 2015

TABLE OF CONTENTS

		Page
~~PART I— FINANCIAL INFORMATION~~	PART I— FINANCIAL INFORMATION
Item 1	Financial Statements	4
	Condensed Consolidated Balance Sheets as of June 30, 2015 (unaudited) and December 31, 2014 (audited)	5
	Condensed Consolidated Balance Sheets as of September 30, 2015 (unaudited) and December 31, 2014 (audited)	5
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, June 2015 and 2014 (unaudited)	6
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2015 and 2014 (unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2015 and 2014 (unaudited)	7
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2015 and 2014 (unaudited)	7
	Condensed Consolidated Statement of Stockholders’ Deficit for the Six Months Ended June 30, 2015 (unaudited)	8
	Condensed Consolidated Statement of Stockholders’ Deficit for the Nine Months Ended September 30, 2015 (unaudited)	8
	Notes to Condensed Consolidated Financial Statements	9 - 13
Item 2	Management Discussion and Analysis of Financial Condition and Results of Operation	14 ~~- 16~~
Item 3	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4T	Controls and Procedures	17
Item 4	Controls and Procedures	17
~~PART II—OTHER INFORMATION~~	PART II—OTHER INFORMATION
Item 1	Legal Proceedings	17
Item 1A	Risk Factors	17
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3	Defaults Upon Senior Securities	17
Item 4	Mine Safety Disclosures	17
Item 5	Other Information	17
Item 6	Exhibits	1817
	SIGNATURES	18

SPECIAL NOTE ON FORWARD LOOKING STATEMENTS

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

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

~~PART~~INNOCOM ITECHNOLOGY HOLDINGS, INC.

INDEX TO CONDENSED CONSOLIDATED FINANCIAL ~~INFORMATION~~STATEMENTS

~~ITEM 1.~~(UNAUDITED)

Financial Statements


		Page

Condensed Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014 (Audited)		5

Condensed Consolidated Statements of Operations And Comprehensive Income for the Three and Nine Months ended September 30, 2015 and 2014		6

Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2015 and 2014		7

Condensed Consolidated Statement of Stockholders’ Equity for the Nine Months ended September 30, 2015		8

Notes to Condensed Consolidated Financial Statements		9 - 13

~~INNOCOM TECHNOLOGY HOLDINGS, INC.~~4

~~INDEX~~INNOCOM TOTECHNOLOGY ~~CONDENSED~~HOLDINGS, ~~CONSOLIDATED FINANCIAL STATEMENTS~~INC.

~~(UNAUDITED)~~CONDENSED CONSOLIDATED BALANCE SHEETS

		Page
Condensed Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014 (Audited)		5
Condensed Consolidated Statements of Operations And Comprehensive Loss for the Three and Six Months ended June 30, 2015 and 2014		6
Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2015 and 2014		7
Condensed Consolidated Statement of Stockholders’ Deficit for the Six Months ended June 30, 2015		8
Notes to Condensed Consolidated Financial Statements		9 – 13

AS OF SEPTEMBER 30, 2015 AND DECEMBER 31, 2014

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

INNOCOM TECHNOLOGY HOLDINGS, INC.


	September 30, 2015		December 31, 2014
	(Unaudited)		(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	4,132	$	2,492
Prepayments and other receivables		1,548		1,547

TOTAL ASSETS	$	5,680	$	4,039

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	86,400	$	89,402
Amount due to a related party		192,318		200,682
Other payables and accrued liabilities		189,473		150,473

Total current liabilities		468,191		440,557

Commitments and contingencies

Stockholders’ deficit:
Common stock, $0.001 par value; 490,000,000 shares authorized; 220,631,841 shares issued and outstanding as of September 30, 2015 and December 31, 2014		220,632		220,632
Additional paid-in capital		12,200,509		12,200,509
Accumulated other comprehensive income		369,937		286,884
Accumulated deficit		(13,253,589)		(13,144,543)

Total stockholders’ deficit		(462,511)		(436,518)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	5,680	$	4,039

~~CONDENSED~~See ~~CONSOLIDATED~~accompanying ~~BALANCE~~notes ~~SHEETS~~to condensed consolidated financial statements.

~~AS OF JUNE 30, 2015 AND DECEMBER 31, 2014~~5

~~(Currency~~INNOCOM ~~expressed~~TECHNOLOGY ~~in United States Dollars (“US$”)~~HOLDINGS, ~~except for number of shares)~~INC.

	June 30, 2015		December 31, 2014
	(Unaudited)		(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	213,053	$	2,492
Prepayments and other receivables		1,548		1,547
TOTAL ASSETS	$	214,601	$	4,039
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	89,760	$	89,402
Amount due to a related party		477,372		200,682
Other payables and accrued liabilities		174,281		150,473
Total current liabilities		741,413		440,557
Commitments and contingencies
Stockholders’ deficit:
Common stock, $0.001 par value; 490,000,000 shares authorized; 220,631,841 shares issued and outstanding as of June 30, 2015 and December 31, 2014		220,632		220,632
Additional paid-in capital		12,200,509		12,200,509
Accumulated other comprehensive income		274,325		286,884
Accumulated deficit		(13,222,278)		(13,144,543)
Total stockholders’ deficit		(526,812)		(436,518)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	214,601	$	4,039

CONDENSED CONSOLIDATED STATEMENTS OF

~~See~~OPERATIONS ~~accompanying~~AND ~~notes~~COMPREHENSIVE ~~to condensed consolidated financial statements.~~LOSS

5FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

~~INNOCOM~~(Currency ~~TECHNOLOGY~~expressed ~~HOLDINGS~~in United States Dollars (“US$”), ~~INC.~~except for number of shares)

~~CONDENSED CONSOLIDATED STATEMENTS OF~~(Unaudited)

OPERATIONS AND COMPREHENSIVE LOSS


	Three months ended September 30,				Nine months ended September 30,
	2015		2014		2015		2014

Revenues, net:	$	-	$	-	$	-	$	-

Cost of revenue		-		-		-		-

Gross profit		-		-		-		-

Operating expenses:
General and administrative		(31,311)		(31,588)		(109,046)		(104,690)
Total operating expenses		(31,311)		(31,588)		(109,046)		(104,690)


LOSS BEFORE INCOME TAXES		(31,311)		(31,588)		(109,046)		(104,690)

Income tax expense		-		-		-		-

NET LOSS	$	(31,311)	$	(31,588)	$	(109,046)	$	(104,690)

Other comprehensive income:
- Foreign currency translation (loss) gain		95,612		4,260		83,053		21,854

COMPREHENSIVE LOSS	$	64,301	$	(27,328)	$	(25,993)	$	(82,836)

Net loss per share – Basic and diluted	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)

Weighted average common shares outstanding – Basic and diluted		220,631,841		220,631,841		220,631,841		220,631,841

~~FOR~~See ~~THE~~accompanying ~~SIX~~notes ~~MONTHS~~to ~~ENDED~~condensed ~~JUNE~~consolidated ~~30,~~financial ~~2015 AND 2014~~statements.

~~(Currency expressed in United States Dollars (“US$”), except for number of shares)~~6

~~(Unaudited)~~INNOCOM TECHNOLOGY HOLDINGS, INC.

	Three months ended June 30,				Six months ended June 30,
	2015		2014		2015		2014
Revenues, net:	$	-	$	-	$	-	$	-
Cost of revenue		-		-		-		-
Gross profit		-		-		-		-
Operating expenses:
General and administrative		35,718		33,459		77,735		73,102
Total operating expenses		35,718		33,459		77,735		73,102
LOSS BEFORE INCOME TAXES		(35,718)		(33,459)		(77,735)		(73,102)
Income tax expense		-		-		-		-
NET LOSS		(35,718)		(33,459)		(77,735)		(73,102)
Other comprehensive income:
- Foreign currency translation (loss) gain		(2,356)		(5,488)		(12,559)		17,594
COMPREHENSIVE LOSS	$	(38,074)	$	(38,947)	$	(90,294)	$	(55,508)
Net loss per share – Basic and diluted	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)
Weighted average common shares outstanding – Basic and diluted		220,631,841		220,631,841		220,631,841		220,631,841

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

~~See~~FOR ~~accompanying~~THE ~~notes~~NINE toMONTHS ~~condensed~~ENDED ~~consolidated~~SEPTEMBER ~~financial~~30, ~~statements.~~2015 AND 2014

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

~~INNOCOM TECHNOLOGY HOLDINGS, INC.~~(Unaudited)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	Nine months ended September 30,
	2015		2014

Cash flows from operating activities:
Net loss	$	(109,046)	$	(104,690)

Change in operating assets and liabilities:
Prepaid expenses and other receivables		(1)		(118,465)
Other payables and accrued liabilities		35,998		54,911
Net cash used in operating activities		(73,049)		(168,244)

Cash flows from financing activities:
(Repayment to) advances from a related party		(8,364)		161,809
Net cash (used in) provided by financing activities		(8,364)		161,809

Effect of exchange rate changes on cash and cash equivalents		83,053		-

Net change in cash and cash equivalents		1,640		(6,435)

CASH AND CASH EQUIVALENT, BEGINNING OF PERIOD		2,492		8,081

CASH AND CASH EQUIVALENT, END OF PERIOD	$	4,132	$	1,646

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes	$	-	$	-
Cash paid for interest	$	-	$	-

~~FOR~~See ~~THE~~accompanying ~~SIX~~notes ~~MONTHS~~to ~~ENDED~~condensed ~~JUNE~~consolidated ~~30,~~financial ~~2015 AND 2014~~statements.

~~(Currency expressed in United States Dollars (“US$”))~~7

~~(Unaudited)~~INNOCOM TECHNOLOGY HOLDINGS, INC.

	Six months ended June 30,
	2015		2014
Cash flows from operating activities:
Net loss	$	(77,735)	$	(73,102)
Change in operating assets and liabilities:
Prepaid expenses and other receivables		(1)		(68,467)
Other payables and accrued liabilities		24,166		37,756
Net cash provided by (used in) operating activities		(53,570)		(103,813)
Cash flows from financing activities:
Advances from a related party		276,690		97,513
Net cash provided by financing activities		276,690		97,513
Effect of exchange rate changes on cash and cash equivalents		(12,559)		-
Net change in cash and cash equivalents		210,561		(6,300)
CASH AND CASH EQUIVALENT, BEGINNING OF PERIOD		2,492		8,081
CASH AND CASH EQUIVALENT, END OF PERIOD	$	213,053	$	1,781
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes	$	-	$	-
Cash paid for interest	$	-	$	-

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

~~See~~FOR ~~accompanying~~THE ~~notes~~NINE toMONTHS ~~condensed~~ENDED ~~consolidated~~SEPTEMBER ~~financial~~30, ~~statements.~~2015

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

~~INNOCOM TECHNOLOGY HOLDINGS, INC.~~(Unaudited)

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY


	Common stock			Additional paid-in capital		Accumulated other comprehensive income		Accumulated deficit		Total stockholders’ deficit
	No. of shares	Amount		Additional paid-in capital		Accumulated other comprehensive income		Accumulated deficit		Total stockholders’ deficit

Balance as of January 1, 2015	220,631,841	$	220,632	$	12,200,509	$	286,884	$	(13,144,543)	$	(436,518)

Net loss for the period	-		-		-		-		(109,046)		(109,046)

Foreign currency translation adjustment	-		-		-		83,053		-		83,053
Balance as of September 30, 2015	220,631,841	$	220,632	$	12,200,509	$	369,937	$	(13,253,589)	$	(462,511)

~~FOR~~See ~~THE~~accompanying ~~SIX~~notes ~~MONTHS~~to ~~ENDED~~condensed ~~JUNE~~consolidated ~~30,~~financial ~~2015~~statements.

~~(Currency expressed in United States Dollars (“US$”), except for number of shares)~~8

~~(Unaudited)~~INNOCOM TECHNOLOGY HOLDINGS, INC.

	Common stock			Additional paid-in capital		Accumulated other comprehensive income		Accumulated deficit		Total stockholders’ deficit
	No. of shares	Amount
Balance as of January 1, 2015	220,631,841	$	220,632	$	12,200,509	$	286,884	$	(13,144,543)	$	(436,518)
Net loss for the period	-		-		-		-		(77,735)		(77,735)
Foreign currency translation adjustment	-		-		-		(12,559)		-		(12,559)
Balance as of June 30, 2015	220,631,841	$	220,632	$	12,200,509	$	274,325	$	(13,222,278)	$	(526,812)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~See~~FOR ~~accompanying~~THE ~~notes~~THREE toAND ~~condensed~~NINE ~~consolidated~~MONTHS ~~financial~~ENDED ~~statements.~~SEPTEMBER 30, 2015

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

~~INNOCOM TECHNOLOGY HOLDINGS, INC.~~(Unaudited)

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~NOTE－1

~~FOR~~BASIS ~~THE~~OF ~~SIX MONTHS ENDED JUNE 30, 2015~~PRESENTATION

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

~~(Unaudited)~~In the opinion of management, the consolidated balance sheet as of December 31, 2014 which has been derived from audited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended September 30, 2015 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2015 or for any future period.

~~NOTE－1~~These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2014.

~~BASIS OF PRESENTATION~~NOTE－2

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

InInnocom ~~the~~Technology ~~opinion of management~~Holdings, Inc. (the ~~consolidated~~“Company” ~~balance~~or ~~sheet~~“INCM”) aswas ofincorporated ~~December~~in ~~31,~~the ~~2014~~State ~~which~~of ~~has~~Nevada ~~been~~on ~~derived~~September ~~from~~26, ~~audited~~1998. ~~financial~~On ~~statements~~September ~~and~~20, ~~these~~2006, ~~unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly~~ the ~~results~~Company ~~for~~changed ~~the~~its ~~periods~~name ~~presented.~~from ~~The~~“Dolphin ~~results for the period ended June 30~~Productions, ~~2015~~Inc.” ~~are not necessarily indicative of the results~~ to be“Innocom ~~expected~~Technology ~~for the entire fiscal year ending December 31~~Holdings, ~~2015 or for any future period~~Inc.”

~~These~~We ~~unaudited~~are ~~condensed~~a ~~consolidated~~shell ~~financial~~company ~~statements~~with ~~and~~no ~~notes~~or ~~thereto~~nominal ~~should~~operations. beWe ~~read~~are inactively ~~conjunction~~considering ~~with~~various ~~the~~acquisition ~~Management’s~~targets ~~Discussion~~ and ~~the~~other ~~audited~~business ~~financial~~opportunities. ~~statements~~We ~~and~~hope ~~notes~~to ~~thereto~~acquire ~~included~~one inor ~~the~~more ~~Annual~~operating ~~Report~~businesses onor ~~Form~~consummate ~~10-K~~a ~~for~~business ~~the~~opportunity ~~year~~within ~~ended~~the ~~December~~next ~~31,~~twelve ~~2014~~months.

~~NOTE－2~~INCM and its subsidiaries are hereinafter referred to as (the “Company”).

~~ORGANIZATION AND BUSINESS BACKGROUND~~NOTE－3

~~Innocom~~GOING ~~Technology~~CONCERN 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.”UNCERTAINTIES

WeThe ~~are~~accompanying acondensed ~~shell~~consolidated ~~company~~financial ~~with~~statements nohave orbeen ~~nominal~~prepared ~~operations.~~using Wethe ~~are~~going ~~actively~~concern ~~considering~~basis ~~various~~of ~~acquisition~~accounting, ~~targets~~which ~~and~~contemplates ~~other~~the ~~business~~realization ~~opportunities.~~of Weassets ~~hope~~and tothe ~~acquire~~satisfaction ~~one~~of orliabilities ~~more~~in ~~operating~~the ~~businesses~~normal orcourse ~~consummate~~of a business ~~opportunity within the next twelve months~~.

~~INCM~~For ~~and~~the period ended September 30, 2015, the Company has experienced a continuous loss of $109,046 with an accumulated deficit of $13,253,589 as of that date. The continuation of the Company as a going concern through September 30, 2016 is dependent upon the continued financial support from its ~~subsidiaries~~stockholders. ~~are~~Management ~~hereinafter~~believes ~~referred~~this funding will continue, and is also actively seeking new investors. Management believes the existing stockholders will provide the additional cash to asmeet (the “Company”)’s obligations as they become due, and will allow its planned principal business to commence and assembly the production lines of mobile handsets and components in the PRC.

~~NOTE－3~~These factors raise substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

~~GOING CONCERN UNCERTAINTIES~~9

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

~~For~~NOTES ~~the~~TO ~~period~~CONDENSED ~~ended~~CONSOLIDATED ~~June~~FINANCIAL 30, 2015, the Company has experienced a continuous loss of $77,735 with an accumulated deficit of $13,222,278 as of that date. The continuation of the Company as a going concern through June 30, 2015 is dependent upon the continued financial support from its stockholders. Management believes this funding will continue, and is also actively seeking new investors. Management believes the existing stockholders will provide the additional cash to meet the Company’s obligations as they become due, and will allow its planned principal business to commence and assembly the production lines of mobile handsets and components in the PRC.STATEMENTS

~~These~~FOR ~~factors~~THE ~~raise~~THREE ~~substantial~~AND ~~doubt~~NINE ~~about~~MONTHS ~~the~~ENDED ~~Company’s~~SEPTEMBER ~~ability~~30, to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.2015

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

~~INNOCOM TECHNOLOGY HOLDINGS, INC.~~(Unaudited)

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~NOTE－4

~~FOR~~SUMMARY ~~THE~~OF ~~SIX~~SIGNIFICANT ~~MONTHS~~ACCOUNTING ~~ENDED JUNE 30, 2015~~POLICIES

~~(Currency~~The ~~expressed~~accompanying condensed consolidated financial statements reflect the application of certain significant accounting policies as described in ~~United~~this ~~States~~note ~~Dollars~~and ~~(“US$”),~~elsewhere ~~except~~in ~~for~~the ~~number~~accompanying ofcondensed ~~shares)~~consolidated financial statements and notes.

~~(Unaudited)~~l

~~NOTE－4~~Shell company

~~SUMMARY~~The OFCompany ~~SIGNIFICANT~~has ~~ACCOUNTING~~ceased ~~POLICIES~~all of its business and is currently considered as a shell company.

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

lUse of estimates

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

~~The Company has ceased all of its business and is currently considered as a shell company.~~l

lBasis of consolidation

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

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

lCash and cash equivalents

~~Basis~~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 ~~consolidation~~three months or less as of the purchase date of such investments.

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

lComprehensive income or loss

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

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

lIncome taxes

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

~~ASC~~The ~~Topic~~Company ~~220,~~did ~~“Comprehensive~~not ~~Income”~~have ~~establishes~~any ~~standards~~unrecognized ~~for~~tax ~~reporting~~positions ~~and display of comprehensive income~~ or ~~loss,~~benefits ~~its components~~ and ~~accumulated~~there ~~balances.~~was ~~Comprehensive~~no ~~income~~effect oron ~~loss~~the asfinancial ~~defined~~condition ~~includes~~or ~~all~~results ~~changes~~of inoperations ~~equity~~for ~~during~~the athree ~~period~~and ~~from~~Nine ~~non-owner~~months ~~sources.~~ended ~~Accumulated~~September ~~comprehensive income or loss~~30, as2015. ~~presented~~The inCompany ~~the~~and ~~accompanying~~its ~~consolidated~~subsidiaries ~~statement~~are ofsubject ~~stockholders’~~to ~~deficit~~local ~~consists of changes in unrealized gains~~ and ~~losses~~various on foreign ~~currency~~tax ~~translation~~jurisdictions. ~~This~~The ~~comprehensive~~Company’s ~~income~~tax orreturns ~~loss~~remain isopen ~~not~~subject ~~included~~to inexamination ~~the~~by ~~computation~~major ~~of income~~ tax ~~expense or benefit~~jurisdictions.

l10

~~Income~~INNOCOM ~~taxes~~TECHNOLOGY HOLDINGS, INC.

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

~~The~~FOR ~~Company~~THE ~~did~~THREE ~~not~~AND ~~have~~NINE ~~any~~MONTHS ~~unrecognized~~ENDED ~~tax~~SEPTEMBER ~~positions or benefits and there was no effect on the financial condition or results of operations for the three and six months ended June~~ 30, 2015~~. The Company and its subsidiaries are subject to local and various foreign tax jurisdictions. The Company’s tax returns remain open subject to examination by major tax jurisdictions.~~

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

~~INNOCOM TECHNOLOGY HOLDINGS, INC.~~(Unaudited)

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~l

~~FOR~~Net ~~THE~~loss ~~SIX~~per ~~MONTHS ENDED JUNE 30, 2015~~share

~~(Currency~~The ~~expressed~~Company calculates net loss per share in ~~United~~accordance ~~States~~with ~~Dollars~~ASC (Topic 260, “~~US$~~Earnings per Share”),. Basic loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed similar to basic loss per share except ~~for~~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.

~~(Unaudited)~~l

lForeign currencies translation

~~Net~~Transactions ~~loss~~denominated ~~per~~in ~~share~~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 ~~Company~~reporting ~~calculates~~currency ~~net~~of ~~loss~~the ~~per~~Company ~~share~~is inUnited ~~accordance~~States ~~with~~Dollars ~~ASC Topic 260, “Earnings per Share”~~("US$"). ~~Basic~~The ~~loss~~Company’s ~~per~~subsidiaries ~~share~~operating isin ~~computed~~Hong byKong ~~dividing~~and the ~~net~~PRC ~~loss~~maintained bytheir ~~the~~books ~~weighted-average~~and ~~number~~records ofin ~~common~~their ~~shares~~local ~~outstanding~~currency, ~~during~~Hong ~~the~~Kong ~~period.~~Dollars ~~Diluted~~("HK$") ~~loss~~and ~~per~~Renminbi ~~share~~Yuan is("RMB"), ~~computed~~which ~~similar~~are tofunctional ~~basic~~currencies ~~loss~~as ~~per~~being ~~share except that~~ the ~~denominator~~primary iscurrency ~~increased to include the number~~ of ~~additional common shares that would have been outstanding if~~ the ~~potential~~economic ~~common~~environment ~~stock~~in ~~equivalents~~which ~~had~~these ~~been~~entities ~~issued and if the additional common shares were dilutive~~operate.

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

~~Foreign~~Translation ~~currencies~~of ~~translation~~amounts from RMB and HK$ into US$1 has been made at the following exchange rates for the respective period:

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.


	September 30, 2015	September 30, 2014
Period-end RMB:US$1 exchange rate	6.3468	6.1560
Average period RMB:US$1 exchange rate	6.1614	6.1502
Period-end HK$:US$1 exchange rate	7.7499	7.7637
Average period HK$:US$1 exchange rate	7.7527	7.7545

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

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

~~Translation~~Parties, ofwhich ~~amounts~~can ~~from~~be ~~RMB~~a ~~and~~corporation ~~HK$~~or ~~into~~individual, ~~US$1~~are considered to be related if the Company has ~~been~~the ~~made~~ability, atdirectly or indirectly, to control the ~~following~~other ~~exchange~~party ~~rates~~or ~~for~~exercise significant influence over the ~~respective~~other ~~period:~~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.

	June 30, 2015	June 30, 2014
Period-end RMB:US$1 exchange rate	6.0888	6.1577
Average period RMB:US$1 exchange rate	6.1128	6.14411
Period-end HK$:US$1 exchange rate	7.7522	7.7516
Average period HK$:US$1 exchange rate	7.7535	7.7562

lFair value of financial instruments

~~Related~~The ~~parties~~carrying value of the Company’s financial instruments: cash and cash equivalents, prepayments and other receivables, accounts payable, amount due to a related party, other payables and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.

~~Parties,~~The ~~which~~Company ~~can~~also befollows athe ~~corporation~~guidance orof ~~individual,~~the ~~are~~ASC ~~considered~~Topic to820-10, be“Fair ~~related~~Value ifMeasurements ~~the~~and ~~Company~~Disclosures” ~~has~~("ASC ~~the ability~~820-10"), ~~directly~~with orrespect ~~indirectly,~~ to ~~control~~financial ~~the~~assets ~~other~~and ~~party~~liabilities orthat ~~exercise~~are ~~significant~~measured ~~influence~~at ~~over~~fair ~~the~~value. ~~other~~ASC ~~party~~820-10 inestablishes ~~making~~a ~~financial~~three-tier ~~and~~fair ~~operating~~value ~~decisions.~~hierarchy ~~Companies~~that ~~are~~prioritizes ~~also~~the ~~considered~~inputs toused bein ~~related~~measuring iffair ~~they~~value ~~are~~as ~~subject~~follows: ~~to common control or common significant influence.~~

lLevel 1: Observable inputs such as quoted prices in active markets;

~~Fair~~Level ~~value~~2: ofInputs, ~~financial~~other ~~instruments~~than the quoted prices in active markets, that are observable either directly or indirectly; and

~~The~~Level ~~carrying value of the Company’s financial instruments~~3: ~~cash~~Unobservable ~~and~~inputs ~~cash~~in ~~equivalents,~~which ~~prepayments~~there ~~and~~is ~~other~~little ~~receivables,~~or ~~accounts~~no ~~payable,~~market ~~amount due to a related party~~data, ~~other~~which ~~payables~~require ~~and accrued liabilities approximate at their fair values because of~~ the ~~short-term~~reporting ~~nature~~entity ofto ~~these~~develop ~~financial~~its ~~instruments.~~own assumptions

INNOCOM TECHNOLOGY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~THREE AND NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2015

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

(Unaudited)

~~The~~Fair ~~Company~~value ~~also~~estimates ~~follows~~are ~~the~~made ~~guidance~~at ofa ~~the~~specific ~~ASC~~point ~~Topic~~in ~~820-10,~~time ~~“Fair~~based ~~Value~~on ~~Measurements~~relevant ~~and~~market ~~Disclosures”~~information ~~("ASC~~about ~~820-10"),~~the ~~with respect to~~ financial ~~assets~~instrument. ~~and~~These ~~liabilities~~estimates ~~that~~ are ~~measured~~subjective atin ~~fair~~nature ~~value.~~and ~~ASC~~involve ~~820-10~~uncertainties ~~establishes~~and amatters ~~three-tier~~of ~~fair~~significant ~~value~~judgment ~~hierarchy~~and, ~~that~~therefore, ~~prioritizes~~cannot ~~the~~be ~~inputs~~determined ~~used~~with precision. Changes in ~~measuring~~assumptions ~~fair~~could ~~value~~significantly asaffect ~~follows:~~the estimates.

·l

~~Level~~Recent 1:accounting pronouncements

~~Observable~~In ~~inputs~~April ~~such~~2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2015-03, Interest - Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires that debt issuance costs are presented on the balance sheet as ~~quoted~~a ~~prices~~deduction from the carrying amount of the related debt liability instead of being presented as an asset. Debt disclosures will include the face amount of the debt liability and the effective interest rate. In August 2015, the FASB issued ASU 2015-15, Interest - Imputation of Interest (Subtopic 835-30) - Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements. ASU 2015-15 provides additional guidance to ASU 2015-03, which did not address presentation or subsequent measurement of debt issuance costs related to line of credit arrangements. ASU 2015-15 noted that the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line of credit arrangement, regardless of whether there are any outstanding borrowings on the line of credit arrangement. These standards require retrospective application and represent a change in ~~active~~accounting ~~markets;~~principle. The standard is effective for fiscal years beginning after December 15, 2015. Early adoption is permitted. The Company does not expect the impact of adopting these standards to have a material impact on its consolidated financial statements.

·In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810) – Amendments to the Consolidation Analysis. ASU 2015-02 makes targeted amendments to the current consolidation guidance that change the analysis a reporting entity must perform to determine whether it should consolidate certain types of legal entities. This guidance addresses concerns that current accounting might require a reporting entity to consolidate another legal entity in situations in which the reporting entity’s contractual rights do not give it the ability to act primarily on its own behalf, the reporting entity does not hold a majority of the legal entity’s voting rights, or the reporting entity is not exposed to a majority of the legal entity’s economic benefits or obligations. The standard is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early application is permitted. The Company is evaluating the impact of ASU 2015-02 on its consolidated financial statements.

~~Level~~In 2May 2014, the FASB issued ASU 2014-09 Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. ASU 2014-09 may be applied using either a full retrospective or a modified retrospective approach. In August 2015, FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which effectively delayed the adoption date of ASU 2014-09 by one year. ASU 2014-09 is therefore effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted for fiscal years, and interim periods within those years, beginning after December 15, 2016. The Company does not expect this amendment to have a significant effect on its consolidated financial statements.

~~Inputs~~The Company has reviewed all recently issued, ~~other~~but ~~than~~not yet effective, accounting pronouncements and does not believe the ~~quoted~~future ~~prices~~adoption inof ~~active~~any ~~markets,~~such ~~that~~pronouncements ~~are~~may ~~observable~~be ~~either~~expected ~~directly~~to cause a material impact on its financial condition or ~~indirectly;~~the ~~and~~results of its operations.

·NOTE－5

~~Level~~AMOUNT 3:DUE TO A RELATED PARTY

~~Unobservable~~As ~~inputs~~of inSeptember ~~which~~30, ~~there~~2015, isthe ~~little~~balance orrepresented notemporary ~~market~~advances ~~data~~made by a director and a major shareholder of the Company, Mr. William Hui, which ~~require~~was ~~the~~unsecured, ~~reporting~~interest-free ~~entity~~with tono ~~develop~~fixed ~~its~~repayment term.

~~own assumptions~~ 12

~~Fair~~INNOCOM ~~value~~TECHNOLOGY estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment andHOLDINGS, ~~therefore, cannot be determined with precision~~INC. ~~Changes in assumptions could significantly affect the estimates.~~

lNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~Recent~~FOR ~~accounting~~THE ~~pronouncements~~THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015

~~The~~(Currency ~~Company~~expressed ~~has~~in ~~reviewed~~United ~~all~~States ~~recently~~Dollars ~~issued~~(“US$”), ~~but~~except ~~not~~for ~~yet~~number ~~effective, accounting pronouncements and does not believe the future adoption~~ of ~~any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.~~shares)

~~NOTE－5~~(Unaudited)

~~AMOUNT DUE TO A RELATED PARTY~~NOTE－6

AsINCOME of June 30, 2015, the balance represented temporary advances made by a director and a major shareholder of the Company, Mr. William Hui, which was unsecured, interest-free with no fixed repayment term.TAXES

~~NOTE－6~~The Company operates in various countries: United States, British Virgin Island, Hong Kong and the PRC that are subject to taxes in the jurisdictions in which they operate, as follows:

~~INCOME~~United ~~TAXES~~States of America

The Company ~~operates~~is registered in ~~various~~the ~~countries:~~State ~~United~~of ~~States,~~Nevada ~~British Virgin Island, Hong Kong~~ and ~~the~~is ~~PRC that are~~ subject to ~~taxes~~United inStates ~~the~~current ~~jurisdictions~~tax ~~in which they operate, as follows:~~law.

~~United~~British ~~States~~Virgin ~~of America~~Island

~~The~~Under ~~Company~~the iscurrent ~~registered~~BVI inlaw, the ~~State~~Company ~~of Nevada and~~ is not subject to ~~United States current~~ tax ~~law~~on income.

~~British~~Hong ~~Virgin~~Kong ~~Island~~

~~Under~~For the ~~current~~Nine ~~BVI~~months ~~law~~ended September 30, 2015, no provision for Hong Kong Profits Tax is made for as the Company’s income neither arises in, nor is ~~not~~derived ~~subject~~from toHong ~~tax~~Kong onunder ~~income~~its applicable tax law.

~~Hong~~The ~~Kong~~ PRC

~~For~~The ~~the~~Company’s ~~three~~subsidiaries ~~and~~in ~~six~~the ~~months~~PRC ~~ended~~are ~~June~~subject ~~30,~~to ~~2015,~~the nounified ~~provision~~income ~~for~~rate ~~Hong~~of ~~Kong~~25% ~~Profits~~on ~~Tax~~the istaxable ~~made~~income. ~~for~~For as the ~~Company’s~~Nine ~~income~~months ~~neither~~ended ~~arises~~September in30, ~~nor~~2015, isthe ~~derived~~Company ~~from~~generated ~~Hong~~no ~~Kong~~operating ~~under~~result ~~its~~and ~~applicable~~accordingly, no provision for income tax ~~law~~has been recorded.

~~The PRC~~NOTE－7

~~The~~RELATED ~~Company’s~~PARTIES subsidiaries in the PRC are subject to the unified income rate of 25% on the taxable income. For the six months ended June 30, 2015, the Company generated no operating result and accordingly, no provision for income tax has been recorded.TRANSACTIONS

12For the three and nine months ended September 30, 2015 and 2014, the Company utilized office space of a director and stockholder at no charge. Such costs are immaterial to the financial statements and accordingly are not reflected herein.

~~INNOCOM TECHNOLOGY HOLDINGS, INC.~~NOTE－8

~~NOTES~~COMMITMENTS TOAND ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~CONTINGENCIESS

~~FOR~~As ~~THE~~of ~~SIX~~September ~~MONTHS ENDED JUNE~~ 30, 2015, there were no commitments and contingencies involved.

~~(Currency expressed in United States Dollars (“US$”), except for number of shares)~~NOTE－9

~~(Unaudited)~~SUBSEQUENT EVENTS

~~NOTE－7~~The Company evaluated subsequent events through the date the financial statements were issued and filed with this Form 10-Q. There were no subsequent events that required recognition or disclosure.

~~COMMITMENTS AND CONTINGENCIES~~13

~~For~~ITEM ~~the three and six months ended June 30, 2015 and 2014, the Company utilized office space of a director and stockholder at no charge~~2. ~~Such~~MANAGEMENTS ~~costs~~DISCUSSION ~~are~~AND ~~immaterial~~ANALYSIS toOF ~~the~~FINANCIAL ~~financial~~CONDITION ~~statements~~OR ~~and~~PLAN ~~accordingly~~OF ~~are not reflected herein.~~OPERATION

~~NOTE－8~~The following review concerns three months ended September 30, 2015 and September 30, 2014, and nine months ended September 30, 2015 and September 30, 2014, which should be read in conjunction with the financial statements and notes thereto presented in the Form 10-K.

~~SUBSEQUENT~~Forward ~~EVENTS~~Looking Statements

The ~~Company~~information ~~evaluated~~in ~~subsequent~~this ~~events~~discussion ~~through~~contains forward-looking statements within the ~~date~~meaning of Section 27A of the ~~financial~~Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements ~~were~~involve ~~issued~~risks and ~~filed~~uncertainties, ~~with~~including ~~this~~statements ~~Form~~regarding 10our capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-Qlooking statements. ~~There~~In ~~were~~some nocases, ~~subsequent~~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 ~~that~~or ~~required~~results ~~recognition~~may differ materially. We disclaim any obligation to publicly update these statements, or ~~disclosure~~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.

13History

~~ITEM~~Innocom 2Technology Holdings, Inc. (the “Company” or “INCM”) was incorporated in the State of Nevada on June 26, 1998.

~~MANAGEMENTS~~On ~~DISCUSSION~~June ~~AND~~20, ~~ANALYSIS~~2006, OFthe ~~FINANCIAL~~Company ~~CONDITION~~changed ORits ~~PLAN~~name OFfrom ~~OPERATION~~“Dolphin Productions, Inc.” to “Innocom Technology Holdings, Inc.”

~~The~~On ~~following~~January ~~review concerns three months ended June 30~~19, ~~2015 and June 30~~2007, ~~2014,~~Changzhou ~~and~~Innocom ~~six~~Communication ~~months~~Technology ~~ended~~Limited ~~June~~is ~~30,~~incorporated ~~2015~~ and ~~June~~registered ~~30, 2014, which should be read~~ in ~~conjunction with~~ the ~~financial~~People’s ~~statements~~Republic ~~and~~of ~~notes~~China ~~thereto presented in~~ (“the ~~Form 10-K~~PRC”).

~~Forward~~On ~~Looking~~May ~~Statements~~16, 2007, the Company purchased a 10 year mobile phone manufacturing license in a consideration of RMB45 million (approximately $5,770,000) and annual license fee of RMB500,000 (approximately $64,000).

~~The~~On ~~information~~May ~~in this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933~~8, ~~as amended~~2008, ~~and Section 21E of~~ the ~~Securities~~Company ~~Exchange~~completed 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~~establishment of ~~such~~a ~~terms~~new ~~or other comparable terminology. Actual events or results may differ materially. We disclaim any obligation to publicly update these statements~~subsidiary, orChangzhou ~~disclose~~Innocom ~~any~~Communication ~~difference~~Technology ~~between~~Limited ~~its actual results and those reflected~~ in ~~these~~the ~~statements.~~PRC ~~The~~upon ~~information constitutes forward-looking statements within~~ the ~~meaning~~approval of ~~the~~its ~~Private~~local ~~Securities Litigation Reform Act of 1995~~government.

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

~~Innocom~~In ~~Technology~~February ~~Holdings~~2012, ~~Inc~~we established a new Hong Kong subsidiary company, named Lead Faith International Trading Limited, to explore possible trading business. ~~(the~~We ~~“Company”~~disposed orof ~~“INCM”)~~this ~~was~~subsidiary ~~incorporated~~at incost ~~the~~by ~~State~~end of ~~Nevada~~April on2012 ~~June~~as ~~26,~~we ~~1998~~consider the possible trading business is viable.

On ~~June~~September 2017, ~~2006~~2013, the Company ~~changed~~files ~~its~~an ~~name~~amendment with the Nevada Secretary of State to our Articles of Incorporation authorizing an increase of our authorized common stock from ~~“Dolphin~~50,000,000 ~~Productions~~common shares to 490,000,000 ~~Inc~~common shares, par value $0.”001 toand ~~“Innocom~~authorizing ~~Technology~~10,000,000 ~~Holdings~~preferred shares, ~~Inc~~par value $0.”001 per share.

On ~~January~~September 1930, ~~2007~~2013, ~~Changzhou~~the ~~Innocom~~Company ~~Communication~~issued ~~Technology~~174,598,160 ~~Limited~~common isshares ~~incorporated~~to ~~and~~William ~~registered~~Hui, in the ~~People~~Company’s ~~Republic~~Chief ofExecutive ~~China~~Officer, (“at $0.03 cents per share as payment in full for his outstanding loan to the ~~PRC”)~~Company in amount of $5,237,945.

On ~~May~~September 1630, ~~2007~~2013, the Company ~~purchased~~issued a5,135,430 10common ~~year~~shares ~~mobile~~to ~~phone~~Eddie ~~manufacturing license in a consideration of RMB45 million (approximately $5~~Cheung,~~770,000)~~ ~~and~~the ~~annual~~Company’s ~~license~~Chief ~~fee~~Financial ~~of RMB500~~Officer,~~000~~ ~~(approximately~~at $~~64,000)~~0.03 ~~The~~cents ~~license~~per ~~was~~shares ~~terminated~~as onpayment ~~February,~~of ~~2009~~unpaid executive compensation.

~~On May 8, 2008, the Company completed the establishment of a new subsidiary, Changzhou Innocom Communication Technology Limited in the PRC upon the approval of its local government.~~14

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

OnIn ~~August~~February 12009, ~~2013~~the Company determined to have a temporary closure in the manufacturing facility in Changzhou City, Zhejiang Province, the PRC. Starting from the fourth quarter 2008, global economic conditions have deteriorated significantly across the countries and the demand for communication products and components was adversely slowed down. During such challenging economic times, the Company ~~filed~~has andiscontinued ~~amendment~~operation ~~with~~in the ~~Nevada~~manufacture ~~Secretary~~of mobile communication products and components in the PRC. However, the Company has no intention to dispose of ~~State~~the production facilities. We are seeking production contracts, both volume and operating contribution of which warrant us to start the production facilities again. We have expended several million dollars establishing our ~~Articles~~manufacturing offacilities. Despite ~~Incorporation~~the ~~authorizing~~fact anthat ~~increase~~we have written down the value of ~~our~~the ~~authorized~~manufacturing ~~common~~facility ~~stock~~we ~~from~~have ~~50,000,000~~no ~~common~~intention ~~shares~~to dispose of it. We continue to ~~490,000,000~~seek ~~common~~out ~~shares,~~production ~~par~~contracts ~~value~~for $0the facility.~~001~~ ~~and~~We ~~authorizing~~will ~~10,000,000~~need ~~preferred~~to privately offer and sell shares, ~~par~~in ~~value~~order ~~$0.001~~to ~~per~~finance ~~share~~initial working capital should we resume production.

OnIn ~~September~~February 302012, ~~2013,~~we ~~the~~established ~~Company~~a ~~issued~~new ~~174~~Hong Kong subsidiary company,~~598,160~~ ~~common~~named ~~shares~~Lead toFaith ~~William~~International ~~Hui~~Trading Limited, ~~the~~to ~~Company’s~~explore ~~Chief~~possible ~~Executive~~trading ~~Officer,~~business. atWe ~~$0.03~~disposed ~~cents~~of ~~per~~this ~~share~~subsidiary asat ~~payment~~cost inby ~~full~~end ~~for~~of ~~his~~April ~~outstanding~~2012 ~~loan~~as towe consider the ~~Company~~possible intrading ~~amount~~business ofis ~~$5,237,945~~not viable.

OnResults ~~September~~of ~~30,~~Operations ~~2013,~~for ~~the~~Three ~~Company~~Months ~~issued~~ended ~~5,135,430~~September ~~common shares to Eddie Cheung~~30, ~~the~~2015 ~~Company’s~~and ~~Chief~~September ~~Financial Officer~~30, at2014 ~~$0.03~~and ~~cents~~Nine ~~per~~Months ~~shares~~ended asSeptember ~~payment~~30, of2015 ~~unpaid~~and ~~executive~~September ~~compensation.~~30, 2014

14Revenue

~~Overview~~As a result of the discontinue of business and ~~Future~~operations ~~Plan~~in the manufacture of ~~Operations~~mobile communication products and components in the PRC, no revenue was recorded during both the three and nine months ended September 30, 2015.

InCost February 2009, the Company determined to have a closure in the manufacturing facility in Changzhou City, Zhejiang Province, the PRC. Starting from the fourth quarter 2008, global economic conditions have deteriorated significantly across the countries and the demand for communication products and components was adversely slowed down. During such challenging economic times, the Company discontinued operation in the manufacture of mobile communication products and components in the PRC. However, the Company has no intention to dispose of the production facilities. We are seeking production contracts, both volume and operating contribution of which warrant us to start the production facilities again. We have expended several million establishing our manufacturing facilities. Despite the fact that we have written down the value of the manufacturing facility we have no intention to dispose of it. We continue to seek out production contracts for the facility. We will need to privately offer and sell shares in order to finance initial working capital should we resume production.Sales

InAs ~~February 2012, we established~~ a ~~new~~result ~~Hong~~of ~~Kong~~the ~~subsidiary~~discontinue ~~company,~~of ~~named~~business ~~Lead~~and ~~Faith~~operations ~~International~~in ~~Trading~~the ~~Limited,~~manufacture toof ~~explore~~mobile ~~possible~~communication ~~trading~~products ~~business.~~and Wecomponents ~~disposed~~in ofthe ~~this~~PRC, ~~subsidiary~~no at cost ~~by end~~ of ~~April~~sales ~~2012~~was asrecorded weduring ~~consider~~both the ~~possible~~three ~~trading~~and ~~business~~nine ismonths ~~not~~ended ~~viable~~September 30, 2015.

~~Results~~Administrative ~~of Operations for Three and Six Months ended June 30, 2015 and June 30, 2014~~ Expenses

~~Revenue~~Administrative expenses mainly included salaries and professional fees.

WeNet do not have trading business for both three and six months ended June 30, 2015 and June 30, 2014. As a result of discontinue of business and operation in the manufacture of mobile communication products and components in the PRC, no revenue was recorded during both three and six months ended June 30, 2015 and June 30, 2014.Loss

~~Cost~~During the three months ended September 30, 2015, we experienced a net loss of ~~Sales~~$31,211 compared to a net loss of $31,588 for three months ended September 30, 2014. Net loss for the nine months ended September 30, 2015 was $109,046 compared to net loss of $104,690 for the nine months ended September 30, 2014.

AsLosses afor ~~result~~both ofthree noand ~~trading~~nine ~~business~~months ~~and~~ended ~~discontinue~~September of30, ~~business~~2015 represent the total general and ~~operation~~administrative inexpenses for the ~~manufacture~~periods. ofThe ~~mobile~~losses ~~communication~~for ~~products~~both the three and ~~components~~nine inmonths ~~the~~ended ~~PRC~~September 30, no2015 ~~cost~~are ofmore ~~sale~~or isless ~~recorded~~the ~~during~~same of the loss for both the three months and ~~six~~nine months ended ~~June~~September 30, ~~2015~~2014. This is attributable to no change in administrative expenses.

~~Administrative~~Trends, ~~Expenses~~Events, and Uncertainties

~~Administrative expenses mainly included salaries and professional fees.~~N/A

~~Net~~Liquidity ~~Loss~~and Capital Resources for Nine Months Ended September 30, 2015 and 2014

~~During~~Cash ~~the~~flows ~~three~~from ~~months~~operating ended June 30, 2015, we experienced a net loss of $35,718 compared to a net loss of $33,459 for three months ended June 30, 2014. Net loss for the six months ended June 30, 2015 was $77,735 compared to net loss of $73,102 for the six months ended June 30, 2014. activities

~~Losses~~We ofexperienced ~~both~~negative ~~three~~cash ~~and~~flows ~~six~~used in operations in the amount of $73,049 for nine months ~~end~~ended ~~June~~September 30, 2015 ~~represent~~as ~~the~~compared ~~total~~with ~~general~~negative ~~and~~cash ~~administrative~~flow ~~expenses~~used ~~for~~in the ~~periods.~~operations ~~The~~in ~~loss~~the ~~for~~amount ~~both~~of ~~three~~$168,244 ~~and~~for ~~six~~nine months ~~end~~ended ~~June~~September 30, ~~2015~~2014. ~~are~~The ~~more~~reason orfor ~~less~~this ~~the~~reduction ~~same~~in ofnegative ~~the~~cash ~~loss~~flow ~~for~~was ~~both~~due ~~three~~to ~~months~~the ~~and~~increase ~~six~~of ~~months~~prepayments ~~ended~~and ~~June~~other ~~30,~~receivables ~~2014.~~for ~~This~~the isnine ~~attributable~~months toended noSeptember ~~change~~30, ~~of component of administrative expenses~~2014.

~~Trends,~~As ~~Events~~the Company did not have any income during both periods, the cash flows used in operations representing general and ~~Uncertainties~~administrative expenses were paid by William Hui, the Company’s Chief Executive Officer.

~~N/A~~Cash flows from investing activities

~~Liquidity~~During ~~and~~nine ~~Capital~~months ~~Resources~~ended ~~for~~September ~~Six Months Ended June~~ 30, 2015, ~~and~~we ~~2014~~had no investing activities.

~~Cash~~During ~~flows~~nine ~~from~~months ~~operating~~ended September 30, 2014, we had no investing activities.

We experienced negative cash flows used in operations in the amount of $53,570 for six months ended June 30, 2015 as compared with negative cash flow used in the operations in the amount of $103,813 for six months ended June 30, 2014.15

~~The~~Cash ~~Company did not have any income during both periods, the cash~~ flows ~~used~~from infinancing operations represented general and administrative expenses paid. The decrease of negative cash flows is due to the decrease of prepaid expenses, and increase of other payables and accrued liabilities for the six months ended 2015.activities

15During nine months ended September 30, 2015 we experienced positive cash flow from monies advanced by a related party in the amount of $8,364.

~~Cash~~During ~~flows~~nine months ended September 30, 2014 we experienced positive cash flow from ~~investing~~monies ~~activities~~advanced by a related party in the amount of $161,809.

~~During~~These ~~six~~advances ~~months~~are ~~ended~~in ~~June~~nature ~~30,~~of ~~2015,~~interest wefree ~~have~~loans nounder ~~investing~~oral ~~activities~~agreement without repayment period. Future repayment depends upon future profitable operations or may be made by the issuance of common shares.

~~During six months ended June 30, 2014, we have no investing activities.~~Liquidity

~~Cash~~On ~~flows~~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 ~~activities~~in the future, if at all. If we are unable to raise additional capital, our growth potential will be adversely affected. Additionally, we may have to significantly modify our plans.

~~During~~Critical ~~six~~Accounting ~~months ended June 30, 2015, we experienced positive cash flow advance from a related party in the amount of $276,690.~~Policies

~~During~~The ~~six~~financial ~~months~~statements ~~ended~~are ~~June~~prepared 30in accordance with accounting principles generally accepted in the U.S., ~~2014~~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, wemanagement ~~experienced~~has ~~positive~~made ~~cash~~its ~~flow~~best ~~advance~~estimates ~~from~~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 ~~party~~to inthe accounting policies described below. However, application of these accounting policies involves the ~~amount~~exercise of ~~$97~~judgment and use of assumptions as to future uncertainties and,~~513~~ as a result, actual results could differ from these estimates.

~~The~~Details ~~said advance is in nature~~ of ~~interest~~critical ~~free~~accounting ~~current~~policies ~~account~~are ~~under~~set ~~oral~~out ~~agreement~~in ~~without~~notes ~~repayment~~to ~~period,~~the ~~repayment~~financial ofstatements ~~which~~included ~~depends~~in ~~upon~~Item ~~future profitable operations or may be made by capitalization issue of new shares~~1.

~~Liquidity~~Employees

OnAs ~~a long-term basis, our liquidity will be dependent on establishing profitable operations, receipt~~ of ~~revenues,~~September ~~additional infusions of capital and additional financing. If necessary~~30, ~~we may raise capital through an equity or debt offering. The funds raised from any additional financings will be used to develop and execute our business plan. However~~2015, ~~there can be no assurance that~~ we ~~will~~had be2 ~~able~~full-time toemployees ~~obtain~~employed ~~additional equity or debt financing~~ in ~~the~~Hong ~~future, if at all~~Kong. ~~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~~Website ~~Accounting~~Access ~~Policies~~to our SEC Reports

~~The~~Our ~~financial~~Internet ~~statements~~website ~~are~~address ~~prepared~~is inwww.innocomtechnology.com. ~~accordance~~Through ~~with~~our ~~accounting~~Internet ~~principles generally accepted in the U.S.~~website, ~~which~~we ~~requires~~will ~~us to~~ make ~~estimates~~available, ~~and~~free ~~assumptions~~of incharge, ~~certain~~the ~~circumstances~~following ~~that~~reports ~~affect~~as ~~amounts~~soon ~~reported~~as inreasonably ~~the~~practicable ~~accompanying~~after ~~financial~~electronically ~~statements~~filing ~~and~~them ~~related~~with, ~~footnotes.~~or Infurnishing ~~preparing~~them ~~these~~to, ~~financial~~the ~~statements,~~SEC: ~~management~~our ~~has~~Annual ~~made~~Reports ~~its~~on ~~best~~Form ~~estimates~~10-K; ~~and~~our ~~judgments~~Quarterly ofReports ~~certain~~on ~~amounts~~Form ~~included~~10-Q; inour ~~the~~Current ~~financial~~Reports ~~statements,~~on ~~giving~~Form ~~due~~8-K; ~~consideration~~and amendments to ~~materiality.~~those Wereports dofiled ~~not~~or ~~believe~~furnished ~~there~~pursuant isto Section 13(a) ~~great~~of ~~likelihood~~the ~~that~~Securities ~~materially~~Exchange ~~different~~Act ~~amounts~~of ~~would~~1934, beas ~~reported~~amended ~~related to~~ (the ~~accounting~~"Exchange ~~policies described below~~Act"). ~~However,~~Our ~~application~~Internet ofwebsite ~~these~~and ~~accounting policies involves~~ the ~~exercise~~information ofcontained ~~judgment~~therein ~~and~~or ~~use~~connected ofthereto ~~assumptions~~are asnot intended to ~~future~~be ~~uncertainties~~incorporated ~~and,~~into asthis aQuarterly ~~result,~~Report ~~actual~~on ~~results~~Form ~~could differ from these estimates~~10-K.

~~Details~~You ofmay ~~critical~~also ~~accounting~~obtain ~~policies~~copies ~~are~~of ~~set~~our ~~out~~reports inwithout ~~notes~~charge toby ~~the~~writing ~~financial statements included in Item 1.~~to:

~~Employees~~Attn: Investor Relations

AsUnit ~~of June 30~~2807, ~~2015, we had approximately 2 full-time employees employed in Hong Kong~~28/F. ~~From time to time we employ independent contractors to support our production~~, ~~engineering,~~The ~~marketing, and sales departments.~~Centre

~~Website~~99 ~~Access~~Queen’s toRoad ~~our SEC Reports~~Central

~~Our~~Hong ~~Internet website address is www.innocomtechnology.com. Through our Internet website~~Kong, 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 Internet website and the information contained therein or connected thereto are not intended to be incorporated into this Quarterly Report on Form 10-K.PRC

~~You~~The public may also ~~obtain~~read ~~copies~~and ofcopy 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 ~~without~~via ~~charge~~that bylink ~~writing~~ to: the SEC website.

~~Attn: Investor Relations~~16

~~26th~~ITEM ~~Top~~3. ~~Glory~~QUANTITATIVE ~~Tower~~AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

~~262~~Not ~~Gloucester~~applicable ~~Road~~to Smaller Reporting Companies.

Causeway Bay, Hong Kong, PRC

The public may also read and copy any materials filed with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, or through the SEC website at www.sec.gov. The Public Reference Room may be contact at (800) SEC-0330. You may also access our other reports via that link to the SEC website.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable to Smaller Reporting Companies.

ITEM 4T.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

Based on an evaluation under the supervision and with the participation of management, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as defined in Section 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act") were effective as of June 30, 2013 to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2015, which were identified in connection with management's evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

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

ITEM 1A.

RISK FACTORS

N/A

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

~~MINE~~CONTROLS ~~SAFETY~~AND ~~DISCLOSURES~~PROCEDURES

~~Not~~Evaluation ~~Applicable~~of Disclosure Controls and Procedures.

~~ITEM~~Based 5on an evaluation under the supervision and with the participation of management, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as defined in Section 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act") were effective as of September 30, 2015 to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

~~OTHER~~Changes ~~INFORMATION~~in Internal Control over Financial Reporting

~~None~~There were no changes in our internal control over financial reporting during the quarter ended September 30, 2015, which were identified in connection with management's evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

17PART II - OTHER INFORMATION

ITEM 61. LEGAL PROCEEDINGS

~~EXHIBITS~~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.

~~INDEX~~ITEM TO1A. ~~EXHIBITS~~RISK FACTORS

OFN/A

~~INNOCOM~~ITEM ~~TECHNOLOGY~~2. ~~HOLDINGS,~~UNREGISTERED ~~INC.~~SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

31.1	Rule 13a-14 (a)/15d-14 (a) Certification of Chief Executive Officer
31.2	Rule 13a-14 (a)/15d-14 (a) Certification of Chief Financial Officer
32.1	Section 1350 Certification of Chief Executive Officer
32.2	Section 1350 Certification of Chief Financial Officer

None.

~~SIGNATURES~~ITEM 3. DEFAULTS UPON SENIOR SECURITIES

~~In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized~~None.

		INNOCOM TECHNOLOGY HOLDINGS, INC.
		/s/ William Yan Sui Hui
Dated: August 18, 2015		William Yan Sui Hui, Chief Executive Officer (Principal executive officer)

ITEM 4. MINE SAFETY DISCLOSURES

~~/s/~~Not ~~Cheung Wai Hung, Eddie Dated: August 18, 2015 Cheung Wai Hung, Eddie, Chief Financial Officer (Principal financial officer)~~Applicable.

18ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

INDEX TO EXHIBITS

INNOCOM TECHNOLOGY HOLDINGS, INC.


31.1	Rule 13a-14 (a)/15d-14 (a) Certification of Chief Executive Officer

31.2	Rule 13a-14 (a)/15d-14 (a) Certification of Chief Financial Officer

32.1	Section 1350 Certification of Chief Executive Officer

32.2	Section 1350 Certification of Chief Financial Officer

SIGNATURES

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


	INNOCOM TECHNOLOGY HOLDINGS, INC.

		/s/	William Yan Sui Hui
Dated: November 16, 2015		William Yan Sui Hui, Chief Executive Officer (Principal executive officer)


	/s/	Cheung Wai Hung, Eddie
Dated: November 16, 2015	Cheung Wai Hung, Eddie, Chief Financial Officer (Principal financial officer)

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