8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 17, 2008

YINLIPS TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-52930	20-8057623
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Room 2929-31, NanGuang JieJia Building

No. 3037 Shen South-mid Road, FuTian District, ShenZhen, GuangDong, People’s Republic of China

(Address, including zip code, of principal executive offices)

Registrant’s telephone number, including area code (86) 755-2601-8046

SRKP 17, Inc.

4737 North Ocean Drive, Suite 207, Lauderdale by the Sea, FL 33308

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement.

See Item 2.01, below, regarding the discussion of the Share and Warrant Exchange Agreement dated September 22, 2008 (the “Exchange Agreement”), as reported in the Current Report on Form 8-K filed with the Securities Exchange Commission on September 24, 2008. A copy of the Exchange Agreement is attached hereto as Exhibit 2.1.

See Item 2.01, below, regarding the discussion of the subscription agreements relating to the private placement of shares of our Series A Convertible Preferred Stock, a form of which is attached hereto as Exhibit 10.4.

Item 2.01Completion of Acquisition or Disposition of Assets.

OVERVIEW

As used in this report, unless otherwise indicated, the terms “we”, “our”, “Company” and “Yinlips” refer to Yinlips Technology, Inc., a Delaware corporation, formerly known as SRKP 17, Inc. (“SRKP 17”), Podium Technology Limited, a company organized under the laws of the British Virgin Islands and a wholly-owned subsidiary of SRKP 17 (“Podium”), and Yinlips Digital Technology (Shenzhen) Co., Ltd., a company organized under the laws of the People’s Republic of China and a wholly-owned subsidiary of Podium (“Shenzhen Yinlips”). “China” or “PRC” refers to the People’s Republic of China. “RMB” or “Renminbi” refers to the legal currency of China and “$” or “U.S. Dollars” refers to the legal currency of the United States.

The Company was incorporated in the State of Delaware on December 7, 2006 and was originally organized as a “blank check” shell company to investigate and acquire a target company or business seeking the perceived advantages of being a publicly held corporation.

On October 17, 2008, the Company (i) closed a share and warrant exchange transaction, described below, pursuant to which the Company became the 100% parent of Podium, and (ii) assumed the operations of Podium and its wholly-owned subsidiary, Shenzhen Yinlips. On October 20, 2008, the Company changed its name from SRKP 17, Inc. to Yinlips Technology, Inc. Shenzhen Yinlips was founded in April 2001 in Shenzhen, China. Podium is primarily a holding company and was founded in July 2007 in the British Virgin Islands.

The Company’s business primarily focuses on the design, manufacture and marketing of CRT, LCD, and a series of portable electronic devices. The Company’s range of portable electronic devices and other electronic products include the following:

· Micro PCs;

· HD hard disk multimedia players;

· MP6 players;

· MP5 players;

· MP4 players with gaming features;

· MP3 players; and

· Digital photo frames.

The Company’s manufacturing and product development facilities are located in the PRC, which enables the Company to produce cost-effective products and increases our competitiveness in the digital products market. The Company’s products are distributed worldwide to markets in the United States, Europe, China, Southeast Asia and emerging markets, such as Mexico, Brazil, Japan, Korea and Iran.

The Company’s corporate offices are located at Room 2929-31, NanGuang JieJia Building, No. 3037 Shen South-mid Road, FuTian District, ShenZhen, GuangDong, People’s Republic of China.

THE BRIDGE FINANCING

On May 30, 2008, Podium executed a Note and Warrant Purchase Agreement with Trillion Growth China LP and Midsouth Investor Fund LP, for a $600,000 term loan (the “Bridge Financing”). In connection with the Bridge Financing, Podium paid a bridge loan fee of $18,000 to the placement agent for the Private Placement described below. The Bridge Financing was repaid out of proceeds of the Private Placement. In addition, Podium issued the lenders in the Bridge Financing five-year warrants to purchase an aggregate of 300,000 shares of common stock at a per share exercise price of $1.10 (the “Bridge Warrants”).

PRINCIPAL TERMS OF THE SHARE AND WARRANT EXCHANGE

On September 22, 2008, SRKP 17 entered into a share and warrant exchange agreement (the “Exchange Agreement”) with Podium, Shenzhen Yinlips and the sole shareholder and the warrantholders of Podium. Pursuant to the Exchange Agreement, SRKP 17 agreed to issue an aggregate of 65,795 shares of its common stock to the shareholder of Podium and/or his designees in exchange for all of the issued and outstanding shares of Podium and warrants to purchase an aggregate of 300,000 shares of its common stock at an exercise price of $1.10 per share to the warrantholders of Podium and/or their designees in exchange for all of the issued and outstanding warrants of Podium (the “Exchange”). The Exchange closed on October 17, 2008. SRKP 17 issued no fractional shares in connection with the Exchange.

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Immediately after the closing of the Exchange but prior to the Private Placement, the Company had outstanding 7,162,185 shares of common stock, no shares of preferred stock, no options, and warrants to purchase 7,096,390 shares of common stock at an exercise price of $0.0001 per share and warrants to purchase 300,000 shares of common stock at an exercise price of $1.10 per share.

Pursuant to the terms of the Exchange, the Company agreed to register a total of 1,125,000 shares of common stock and 665,091 shares of common stock issuable upon the exercise of outstanding warrants held by stockholders of SRKP 17 immediately prior to the Exchange. Of the shares, 229,613 shares of common stock and 135,745 shares of common stock underlying the warrants would be covered by the registration statement filed in connection with the Private Placement (described below) and 895,387 shares of common stock and 529,346 shares of common stock underlying the warrants will be included in a subsequent registration statement filed by us within 10 days after the end of the 6-month period that immediately follows the date on which the Company files the registration statement to register the shares issued in the Private Placement.

Immediately after the closing of the Exchange, on October 20, 2008, the Company changed its corporate name from “SRKP 17, Inc.” to “Yinlips Technology, Inc.” Our shares of common stock are not currently listed or quoted for trading on any national securities exchange or national quotation system. The Company intends to apply for the listing of its common stock on the American Stock Exchange. The transactions contemplated by the Exchange Agreement were intended to be a “tax-free” incorporation pursuant to the provisions of Section 351 of the Internal Revenue Code of 1986, as amended.

The execution of the Exchange Agreement was reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission on September 24, 2008 and a copy of the Exchange Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K.

THE PRIVATE PLACEMENT

On October 17, 2008, concurrently with the close of the Exchange, the Company conducted an initial closing of a private placement transaction (the “Private Placement”). Pursuant to subscription agreements entered into with the investors, the Company sold an aggregate of 4,482,674 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) at $1.10 per share, for gross proceeds of approximately $4.9 million. The Company agreed to file a registration statement covering the common stock underlying the Series A Preferred Stock sold in the Private Placement within 60 days of the closing of the Exchange pursuant to the subscription agreement with each investor, a form of which is attached hereto as Exhibit 10.4. The investors in the Private Placement also entered into a lock up agreement pursuant to which they agreed not to sell their shares until 90 days after the Company’s common stock begins to be listed or quoted on either the New York Stock Exchange, American Stock Exchange, NASDAQ Global Market, NASDAQ Capital Market or the OTC Bulletin Board, when one-twelfth of their shares are released from the lock up, after which their shares will automatically be released from the lock up on a monthly basis pro rata over an 11-month period. After commissions and expenses, the Company received net proceeds of approximately $3.4 million in the Private Placement.

The placement agent was paid a commission equal to 9% of the gross proceeds from the financing, in addition to a $90,000 success fee for the Exchange, for an aggregate fee of $540,000. Some of the controlling stockholders and control persons of the placement agent were also, prior to the completion of the Exchange, controlling stockholders and control persons of the Company, including Richard Rappaport, who is the Chief Executive Officer of the placement agent and was the President and a significant stockholder of the Company prior to the Exchange, and Anthony C. Pintsopoulos, who is the Chief Financial Officer of the placement agent and was Chief Financial Officer and an officer and director prior to the Exchange. Each of Messrs. Rappaport and Pintsopoulos resigned from all of their executive and director positions with the Company upon the closing of the Exchange.

THE PURCHASE RIGHT AND SHARE AND WARRANT CANCELLATION

After the Exchange, we intend to offer Zhao Zifeng, our Chief Executive Officer and Chairman of the Board, a thirty (30) day right to purchase up to 6,500,000 shares of our common stock at a per share purchase price of $0.415 (the “Purchase Right”). Each of the shareholders and warrantholders of SRKP 17 prior to the Exchange agreed to cancel 0.91867 shares of common stock and warrants to purchase 0.98943 shares of common stock held by each of them for each one (1) share of common stock purchased by Mr. Zhao pursuant to the Purchase Right (the “SRKP 17 Share and Warrant Cancellation”). Assuming the exercise in full of the Purchase Right, we will cancel an aggregate of 5,971,390 shares of common stock and warrants to purchase 6,431,299 shares of common stock held by certain of our stockholders and warrantholders prior to the Exchange. Upon the full exercise of the Purchase Right, we will have issued and outstanding 7,690,795 shares of our common stock, 4,482,674 shares of Series A Preferred Stock, and warrants to purchase 965,091 shares of our common stock.

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RESTRUCTURING OF THE COMPANY

Our BVI subsidiary, Podium, was owned by a non-PRC individual. Podium obtained all the equity interests of Shenzhen Yinlips further to an Equity Transfer Agreement dated December 28, 2007 (the “Original Equity Agreement”) by and among Podium, Zhao Zifeng, our Chief Executive Officer and Chairman of the Board, and Zhang Weiqiang. The Original Equity Agreement received approval by the Shenzhen Bureau of Trade and Industry on January 15, 2008 and Shenzhen Yinlips filed all required applications and received all appropriate SAFE approvals from the Shenzhen branch of MOFCOM. The Original Equity Agreement was amended and restated in September 2008 (the “Restated Equity Agreement”) to increase the total purchase price of the equity interests of Shenzhen Yinlips to RMB 19,200,000.

Following the Exchange, we intend to offer our Chief Executive Officer, Zhao Zifeng, the Purchase Right described above. Assuming the full exercise of the Purchase Right, Mr. Zhao will own approximately 53.39% of our outstanding common stock. See ”Management’s Discussion and Analysis of Financial Condition and Results of Operations - Recent Events” beginning on page 30 and “Risk Factors” beginning on page 13 below for a more complete description of the aforementioned restructuring and risks associated therewith.

This current report is not an offer of securities for sale. Any securities sold in the private placement have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States unless registered under the Securities Act of 1933, as amended, or pursuant to an exemption from such registration.

YINLIPS’ BUSINESS

Overview

With respect to this discussion, the terms “Yinlips” and the “Company” refer to Yinlips Technology, Inc. and its wholly-owned subsidiary, Podium Technology Limited, a company organized under the laws of the British Virgin Islands (“Podium”), and Yinlips Digital Technology (Shenzhen) Co., Ltd., a company organized under the laws of the People’s Republic of China and a wholly-owned subsidiary of Podium (“Shenzhen Yinlips”). Shenzhen Yinlips and Podium were founded in 2001 and 2007, respectively, and are based in Shenzhen, China and the British Virgin Islands, respectively.

Our Company

We design, manufacture and market CRT, LCD, and a series of portable electronic devices, including Micro PCs, HD hard disk multimedia players, MP6s, MP5s, MP4s with gaming features, MP3s and digital photo frames. Our core customer base consists of wholesalers and consumer resellers. With the exception of our sales in China, our products are primarily sold to our other customers through original design manufacturer (ODM) sales where our customers purchase our products to resell under its own brand. To a lesser extent, we also sell our products outside of China under our own brand name in countries such as Japan, Brazil and Andorra.

Industry

General

Over the past two decades, technological advancements in the electronic industry have greatly expanded portable device capabilities. Portable electronic devices include portable multimedia players (PMPs), portable computers, PDAs, portable game consoles and other related products. The popularity of these devices is benefiting from reductions in size, weight and construction and improvements in functionality, storage capacity and reliability.

China

China’s market for digital consumer electronics has been growing, due in part to the country’s rapid economic growth. In 2006, China’s per capita GDP exceeded $2,000 US dollars for the first time. Economic growth in China has led to greater levels of personal disposable income and increased spending among China’s expanding middle-class consumer base. Notwithstanding China’s economic growth, with a population of 1.3 billion people, China’s economic output and consumption rates are still relatively low on a per capita basis compared to developed countries. As China’s economy develops, we believe that disposable income and consumer spending levels will continue to become closer to that of developed countries like the United States.

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China’s market share of portable electronic devices is expected to increase. China has a number of benefits in the manufacture of portable electronic devices, which are expected to drive this growth:

— Low Costs. China continues to have a significant low cost of labor as well as easy access to raw materials and land.

— Proximity to electronics supply chain. Electronics manufacturing in general continues to shift to China, giving China-based manufacturers a further cost and cycle time advantage.

— Proximity to end-markets. China has focused in recent years on building its research, development and engineering skill base in all aspects of higher end manufacturing, including portable electronic devices.

Competitive Strengths

We believe the following strengths contribute to our competitive advantages and differentiates us from our competitors:

Experienced management team

Our senior management team has extensive business and industry experience, including an understanding of changing market trends, consumer needs, technologies and our ability to capitalize on the opportunities resulting from these market changes. Our Chief Executive Officer, Zhao Zifeng, has over 15 years of experience in the consumer electronics industry, which has been a key factor in establishing long-lasting and valuable business relationships. Other members of our senior management team also have significant experience with respect to key aspects of our operations, including research and development, product design, manufacturing, and sales and marketing.

Design and manufacturing capabilities

We employ a rigorous and systematic approach to product design and manufacturing. We employ a senior design team with members educated by top colleges in China, with an average of 8 to 10 years of experience. Our design team develops and tracks new concepts and ideas from a variety of sources, including direct customer feedback, trade shows, famous domestic universities and research institution and our core chip suppliers. We have our own SMT automatic production line and the SMT machines made by Panasonic and JUKI. To ensure the stability of product quality and timely delivery of goods, we process the procedure of SMT, soldering, assembly and packaging independently. Our modernized production lines include automated processing equipment and procedures that we can rapidly modify to accommodate new customer requests, designs and specifications. Our use of manual labor during the production process benefits from the availability of relatively low-cost, skilled labor in China. We have received several accreditations, including The International Organization for Standardization (ISO) 9001: 2000, and RoHS certification, attesting to our quality management requirements, manufacturing safety, controls, procedures and environmental performance.

Well-established distribution channels

We sell our products through a well-established network of distributors and resellers allowing us to penetrate customer markets worldwide. We have distributors in nearly every province in China. We attended various trade fairs for electronic products, including China Hi-tech Fair (Shenzhen), Canton Fair, Hong Kong Electronics Fair and International CES Las Vegas to promote our products. Our products are now sold in several famous home appliances chain stores like, Gome, Suning, Carrefour and Broadway. Many foreign companies, for example, AMERICA HI FI, KINGSTON, MARSHRL, Mormaii, Victory, GAASA, Sankey, Royal, Manta, Werlisa, National Star, Telefunken, Practika Pro, Aniko are our long-term customers.

Customer first service approach

We provide closed and one-stop services for customers. We offer flexible delivery methods and product feedback opportunities to our customers and the suitable solution will be discussed and provided. We constantly evaluate and identify our strongest customers in each distribution channel and focus our sales efforts towards the largest and fastest growing distributors and resellers. For ODM customers, first hand information will be provided during the production stage and quality assurance issue is closely watched to ensure the quality is guaranteed as promised to the customers. In addition, our sales representatives and marketing personnel undergo extensive training, providing them with the skills necessary to answer product and service-related questions, proactively educate potential customers about our products, and promptly resolve customer inquiries.

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Our Strategy

Our goal is to be a global leader in the development and manufacturer of portable electronic devices through the following strategies:

·Enhance brand awareness. We believe that continuing to strengthen our brand will be critical to increasing demand for, and achieving widespread acceptance of, our portable electronic devices. We believe a strong brand offers a competitive advantage and so we intend to devote additional resources to strategic marketing promotion in an effort to increase brand awareness and product recognition and heighten consumer loyalty. We aim to develop the “Yinlips” name into an internationally recognizable brand.

·Expand sales network and distribution channels. We continue to seek additional penetration in existing markets as well as in new domestic and global markets. We intend to expand our sales and customer service networks of agents and dealers in China and into new and existing international markets. We also intend to develop relationships with a broader set of wholesalers, distributors and resellers and increase ODM sales globally, all in order to expand the market availability of our products. We expect that these relationships will allow us to diversify our customer base and increase the availability and exposure of our products.

·Build partnerships with existing clients. To further diversify our product offering and strengthen existing client relationships, we intend to explore opportunities for product expansion with existing clients. Our strategy is to establish partnerships with existing clients whereby we develop and manufacture new products based on client needs with the clients contributing a portion of the research and development expenses. We expect that these partnerships will increase our sales revenue and product offerings.

·Affordable Products.We believe that price is a primary factor in determining how quickly portable electronic devices are adopted by consumers. We continue to explore ways to control the cost of product manufacturing in order to provide our products at low prices to our customers while continuing to offer high quality products.

Products

We currently offer a range of portable electronic devices including the following:

Micro PC. The Micro PC combines the advantages of a laptop, PDA, smart phone, MP5, game player and learning machine, with the Win CE operating system, touch panel, WIFI, Bluetooth, instant messaging (like QQ, MSN or SKYPE), 3D gaming and office software. Demand for Micro PCs has grown as consumers seek smaller footprints for portable computers. Micro PCs offer more versatility and enhanced applications over currently available PDAs and heightened portability over laptop computers. In October 2007, we introduced our first Micro PC, the Micro PC YDP-G69, which has been granted the “Electronics Design Award” by Global Sources. The Micro PC YDP-G69 was our first entry into the notebook computer market. We currently offer four models of the Micro PC.

HD Hard Disk Multimedia Player. We introduced a series of HD hard disk multimedia players that support all video formats including MPEG1/2/4, AVI, H.264, VC1, Xvid, TS, TP, WMV9, MKV, ISO, M2TS, and various audio formats including DTS, AAC, FLAG, AC3, MP3, WMA, PCM. With a capacity of 20G to 160G, HD hard disk multimedia players are able to store up to dozens of movies and thousands of pieces of music. It has HOST functions and can be directly connected with a PC so that users are able to download films and music from the internet . It is expected that HD hard disk multimedia players may eventually replace DVDs.

MP6 Player. Our MP6 player has all the functions of the MP5 player and in addition, it has an adopted touch panel and a 2 to 5 megapixel camera so that it can take high definition photos. Our MP6 player also supports long-distance recording and RF functions with a built-in memory of 8G to 16G and a external card of 8G. It can also be used as a hard disk.

MP5 Player. In 2007, we introduced our first MP5 player with the clam-shell design. Our MP5 player has overcome the technical barriers of video conversion and is able to play the popular network video formats, such as 3GP, MP4, Rm and Rmvb. Furthermore, our MP5 player supports 32-bit games and a camera. Additionally, with the use of an audio visual cable, users may record programs on the MP5 players or play games their television sets.

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MP4 Player with Gaming Features. We offer a line of MP4 media players with a variety of features and functions. All of our MP4 media players play audio and video in multiple formats and display JPEG, BMP and GIF images. Users can play content from a wide range of sources. Our MP4 media players can play video files in AVI, MP4, 3GP and ASF formats; and audio files in MP3, WMA, OGG, ACC,AMR and DRM formats. Our MP4 media players accommodate USB flash drives and external hard drives. Our MP4 models offer gaming functions which are compatible with thousands of games. We also offer MP4 media players with various screen sizes and memory capabilities. Additionally, memory capacity for any model may be increased by purchasing additional commercially available memory cards. The usage of flash memory allows us to offer our customers the maximum amount of memory at affordable prices and allows them to upgrade their memory as their needs require.

MP3 Player. The Yinlips flash MP3 media player is a portable digital music player. Our Yinlips flash MP3 media player has a memory of 1Gb to 4Gb, can store up to 1000 to 2000 songs and is available with either a 1.1 inch or 1.8 inch screen. The Yinlips flash MP3 media player features up to 12 hours of battery life, supports FM radio and multiple languages, and has a long recording time.

Digital Photo Frame. In May 2006, we introduced our first digital photo frame. We currently offer a line of digital photo frames that includes three different models. Customers can insert a memory card in our digital photo frames for an instant slideshow displayed on high-resolution, active matrix LCD screens, viewable from virtually any angle. Our digital photo frames offer contemporary styling that is ideal for display in homes and offices. Our digital photo frames can support various video formats, and to some extent, it can serve as a DVD player.

Net sales for each of our product segments as a percentage of net sales is set forth below:

	Six Months Ended			Year Ended December 31,
	June 30, 2008			2007			2006
Micro PCs		19	%		22	%		0	%
MP3 Players		9	%		11	%		41	%
MP4 Players		24	%		46	%		46	%
MP5 Players		40	%		21	%		13	%
MP6 Players*		—			—			—
Digital Photo Frames		8	%		21	%		13	%
		100	%		100	%		100	%

* We expect to begin sales of our MP6 players in the fourth quarter of 2008.

We are currently devoting research and development and other resources towards the development of new Micro PCs with GPS navigation capabilities, Micro PCs with DVB-T function, and Micro PCs serving network education; HD hard disk multimedia players with higher resolution; and MP5 and MP6 players that are more user-friendly and powerful.

Supply of Raw Materials

Due to our location in Shenzhen which is the center of digital companies and is rich in information, labor and logistics services, we have access to high quality and stable supply chains. Our company has built long-term partnership with key materials suppliers. Raw materials used in the manufacture of our products include liquid crystal displays, control ICs, Flashes, Wifi modules, GPS modules, capacitors, resistors, switches, electrical outlets, batteries, other electrical components, and packaging materials. We procure materials to meet forecasted customer requirements. Special products and large orders are quoted for delivery after receipt of orders at specific lead times. We maintain minimum levels of finished goods based on market demand in addition to inventories of raw materials, work in process, and sub-assemblies and components. We reserve for inventory items determined to be either excess or obsolete.

Our purchasing department locates eligible suppliers of raw materials and strives to use only those suppliers who have previously demonstrated quality control and reliability. For example, we mainly use control IC from Taiwan Sunplus Technology Co., Ltd, Actions Semiconductor (Zhuhai) Co., Ltd., American Sigamatel, MNBT, Samsung and Philips; and displayer mainly from AU Optronics Corp. (AUO), Giantplus Technology Co., Ltd and Samsung; and Flashes are from Samsung. All the companies listed above have designated three to five Shenzhen-based agents to work with the Company, and such stable and long-term cooperation relation ensures the stable supply of key materials. We use operating systems supplied by Microsoft and we intend to sign a software license agreement with Microsoft. Other electrical components and packaging materials have a sound and strong supply resources available in the Pearl River Delta region and we may procure such materials at any time according to our production needs.

Currently, our primary suppliers of raw materials are located in South Korea, Taiwan, United States, and China. We believe that the raw materials and components used in manufacturing our portable electronic devices are available from enough sources to be able to satisfy our manufacturing needs. Presently, our relationships with our current suppliers are generally good and we expect that our suppliers will be able to meet the anticipated demand for our products in the future.

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At times, the pricing and availability of raw materials can be volatile, attributable to numerous factors beyond the Company’s control, including general economic conditions, currency exchange rates, industry cycles, production levels or a supplier’s tight supply. To the extent that we experience cost increases we may seek to pass such cost increases on to our customers, but cannot provide any assurance that we will be able to do so successfully or that our business, results of operations and financial condition would not be adversely affected by increased volatility of the cost and availability of raw materials.

Quality Control

We consider quality control an important element of our business practices. We have stringent quality control systems that are implemented by various Company-trained staff members to ensure quality control over of each phase of the production process, from the purchase of raw materials through each step in the manufacturing process. Our quality control department executes the following functions:

·setting internal controls and regulations for semi-finished and finished products;

·testing samples of raw materials from suppliers;

·implementing sampling systems and sample files;

·maintaining quality of equipment and instruments; and

·articulating the responsibilities of quality control staff.

We monitor quality and reliability in accordance with the requirements of ISO 9001 systems. We have received European Union’s CE attestation, Certificate for China Compulsory Product Certification, CE Statement of Conformity, FCC Verification of Compliance and ROHS Certification and ISO 9001:2000 certification. We have passed stringent quality reviews and our products meet digital electronic product standards in China, the United States and Europe. With our strong technological capabilities and use of automated equipment for core aspects of manufacturing process, we believe our product quality meets or even exceeds in certain key aspects international industry standards.

Manufacturing

The manufacture of our portable electronic devices requires coordinated use of machinery and raw materials at various stages of manufacturing. We have a large-scale production base that includes a 34,400 square foot factory, a dedicated design, sales and marketing team, and approximately 200 Company-trained employees. We use automated machinery to process key aspects of the manufacturing process to ensure high uniformity and precision, while leaving the non-key aspects of the manufacturing process to manual labor. We intend to further improve our automated production lines and strive to continue investing in our manufacturing infrastructure to further increase our manufacturing capacity, helping us to control the per unit cost of our products.

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The flow of our manufacturing process is illustrated below:

Sales and Marketing

We have a broad sales network throughout China. Our sales staff works closely with our customers so that we can better address their needs and improve the quality and features of our products. We train our sales network with a focus on teamwork and instill the attitude that the “customer comes first.” The goal is to provide effective incentive mechanisms in an effort to encourage our sales team to aggressively promote our products both domestically in China and internationally.

Our sales network spans across nearly all major provincial-level cities and a majority of municipal cities in China. Our distribution network includes exclusive provincial and regional distributors, resellers and brand-name counters. Our products are now sold in several famous home appliances chain stores, like, Gome, Suning, Carrefour and Broadway under our own brand name.

With the exception of our sales in China, our products are primarily sold to our other customers through original design manufacturer (ODM) sales where our customers purchase our products to resell under its own brand. Some of our ODM arrangements are with well-known brand-names, including AMERICA HI FI, KINGSTON, MARSHRL, IBM, Victory, GAASA, Sankey, Mormaii, Royal, Manta, Werlisa, National Star, Telefunken, Practika Pro and Aniko. To a lesser extent, we also sell our products under our own brand name outside of China, for example, in Japan, Brazil and Andorra.

Net sales based on the location of our customers as a percentage of net sales is set forth below:

	Six Months Ended			Year Ended December 31,
	June 30, 2008			2007			2006
China		47	%		35	%		36	%
North America		17	%		35	%		39	%
South America		8	%		5	%		3	%
Asia (China excluded)		8	%		6	%		4	%
Europe		20	%		19	%		18	%
Total		100	%		100	%		100	%

Since 2008, the Company has adjusted its sales policy to increase the Chinese market share. At present, while over 17% of our sales are made to accounts in North America, including the United States and Mexico, our products are distributed both domestically and worldwide, with approximately 47% of our products distributed in China, 20% in Europe, and 16% in South America and Asia (China excluded) .

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We engage in marketing activities such as attending electronics trade fairs, including the China Hi-tech Fair (Shenzhen), Canton Fair, Qingdao Sino CES Fair, Hong Kong Global Source Electronics Fair, and International CES Las Vegas, to promote our products and brand name. We also advertise in industry journals and magazines and through the Internet to market our products. We believe these activities help in promote our products and brand name among key industry participants.

Major Customers

During the six months ended June 30, 2008, approximately 74.7% of our net sales were generated from our ten largest customers as compared to 48.91% and 50.35% for the years ended December 31, 2007 and 2006.Shenzhen Yuanjinda Import & Export Co., Ltd accounted for 17.86% of our net sales for the six months ended June 30, 2008. Shenzhen Yuanjinda Import & Export Co., Ltd accounted for 7.5% of our net sales for the year ended December 31, 2007 andShenzhen Prance Electronics Technology Co. Ltd. accounted for 7.04% of our net sales for the year ended December 31, 2006.

Research and Development

We focus our product design efforts on both improving our existing products and developing new products. In an effort to enhance our product quality, reduce costs and keep up with emerging digital product trends, we work with our internal research and development center, outsource research institutions and universities and our suppliers to identify emerging digital product trends and implement new solutions intended to meet the current and future needs of the markets we serve. Our Company currently has established cooperation partnership with Philips, Samsung, MNBT and Microsoft. We develop hardware and software for new products according to the specifications and performance of the CPUs supplied by Philips and Samsung, and use the chips with special functions provided by MNBT and the display supplied by Samsung or Taiwan Giantplusand the operating system supplied by Microsoft. As of June 30, 2008, we employed 16 people in our research and development group.

For the six months ended June 30, 2008 and years ended December 31, 2007 and 2006 we expended $470,297, $969,338and $276,434, respectively, in research and development.

Competition

The market for our products is intensely competitive, subject to rapid change and sensitive to new product introductions or enhancements as well as marketing efforts by industry participants. Competition is typically based on design, product innovation, quality, reliability, performance, ease of use and price. The technology behind our portable electronic products has consistently improved over time and we continue to enhance our products to meet the competitive threats from our competitors. Our products primarily compete with products offered by low-cost manufacturers of similar portable digital products, including Beijing Newman Ideal Digital Technology Co., Ltd., Beijing Huaqi Information Digital Technology Co., Ltd. and Shenzhen Jinxing Digital Co., Ltd.

Intellectual Property

We rely on a combination of patent and trade secret protection and other unpatented proprietary information to protect our intellectual property rights and to maintain and enhance our competitiveness in the portable electronic product industry. Our Chief Executive Officer, Mr. Zhao Zifeng, has legal ownership of three patents in China, in addition to four patent applications pending in China, which we use in our business operations. These patents include designs and utility models that relate to our products. On October 4, 2008, we entered into a patent license agreement with Mr. Zhao. We intend to file appropriate license certificates with the Bureau of Intellectual Property in the PRC in late October 2008.

Some of our products are also designed to include software or other intellectual property licensed from third parties. While it may be necessary in the future to seek or renew licenses relating to various aspects of our products and business methods, based on past experience and industry practice we believe that such licenses generally could be obtained on commercially reasonable terms. However, there is no guarantee that such licenses could be obtained at all. Because of technological changes in the portable electronics industry, current extensive patent coverage and the rapid rate of issuance of new patents, it is possible certain components of our products may unknowingly infringe existing patents or intellectual property rights of others.

We have implemented enhanced file management procedures at the company in an effort to protect our proprietary rights; however, there can be no assurance that our patents and other proprietary rights will not be challenged, invalidated, or circumvented, that others will not assert intellectual property rights to technologies that are relevant to us, or that our rights will give us a competitive advantage. In addition, the laws of some foreign countries may not protect our proprietary rights to the same extent as the laws of the China.

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We have two registered trademarks in China, with expiration dates between April 2015 and November 2015; and two registered trademark applications, one in China and the other in United States.

PRC Government Regulations

Environmental Regulations

The major environmental regulations applicable to us include the PRC Environmental Protection Law, the PRC Law on the Prevention and Control of Water Pollution and its Implementation Rules, the PRC Law on the Prevention and Control of Air Pollution and its Implementation Rules, the PRC Law on the Prevention and Control of Solid Waste Pollution, and the PRC Law on the Prevention and Control of Noise Pollution.

We constructed our manufacturing facilities with the PRC’s environmental laws and requirements in mind. We currently outsource the disposal of solid waste to a third party-contractor. We currently hold an environmental permit from the Shenzhen Environment Protection Bureau Nanshan Bureau covering our manufacturing operations.If we fail to comply with the provisions of the renewed permit, we could be subject to fines, criminal charges or other sanctions by regulators, including the suspension or termination of our manufacturing operations. We have not been named as a defendant in any legal proceedings alleging violation of environmental laws. Other than the expiration of our environmental approval, we have no reasonable basis to believe that there is any threatened claim, action or legal proceedings against us that would have a material adverse effect on our business, financial condition or results of operations due to any non-compliance with environmental laws.

Patent Protection in China

The PRC’s intellectual property protection regime is consistent with those of other modern industrialized countries. The PRC has domestic laws for the protection of rights in copyrights, patents, trademarks and trade secrets.

The PRC is also a signatory to most of the world’s major intellectual property conventions, including:

— Convention establishing the World Intellectual Property Organization (WIPO Convention) (June 4, 1980);

— Paris Convention for the Protection of Industrial Property (March 19, 1985);

— Patent Cooperation Treaty (January 1, 1994); and

— The Agreement on Trade-Related Aspects of Intellectual Property Rights (TRIPs) (November 11, 2001).

Patents in the PRC are governed by the China Patent Law and its Implementing Regulations, each of which went into effect in 1985. Amended versions of the China Patent Law and its Implementing Regulations came into effect in 2001 and 2003, respectively.

The PRC is signatory to the Paris Convention for the Protection of Industrial Property, in accordance with which any person who has duly filed an application for a patent in one signatory country shall enjoy, for the purposes of filing in the other countries, a right of priority during the period fixed in the convention (12 months for inventions and utility models, and 6 months for industrial designs).

The Patent Law covers three kinds of patents, i.e., patents for inventions, utility models and designs respectively. The Chinese patent system adopts the principle of first to file. This means that, where more than one person files a patent application for the same invention, a patent can only be granted to the person who first filed the application. Consistent with international practice, the PRC only allows the patenting of inventions or utility models that possess the characteristics of novelty, inventiveness and practical applicability. For a design to be patentable, it should not be identical with or similar to any design which, before the date of filing, has been publicly disclosed in publications in the country or abroad or has been publicly used in the country, and should not be in conflict with any prior right of another.

PRC law provides that anyone wishing to exploit the patent of another must conclude a written licensing contract with the patent holder and pay the patent holder a fee. One rather broad exception to this, however, is that, where a party possesses the means to exploit a patent but cannot obtain a license from the patent holder on reasonable terms and in reasonable period of time, the PRC State Intellectual Property Office, or SIPO, is authorized to grant a compulsory license. A compulsory license can also be granted where a national emergency or any extraordinary state of affairs occurs or where the public interest so requires. SIPO, however, has not granted any compulsory license up to now. The patent holder may appeal such decision within three months from receiving notification by filing a suit in a people’s court.

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PRC law defines patent infringement as the exploitation of a patent without the authorization of the patent holder. A patent holder who believes his patent is being infringed may file a civil suit or file a complaint with a PRC local Intellectual Property Administrative Authority, which may order the infringer to stop the infringing acts. Preliminary injunction may be issued by the People’s Court upon the patentee’s or the interested parties’ request before instituting any legal proceedings or during the proceedings. Evidence preservation and property preservation measures are also available both before and during the litigation. Damages in the case of patent infringement is calculated as either the loss suffered by the patent holder arising from the infringement or the benefit gained by the infringer from the infringement. If it is difficult to ascertain damages in this manner, damages may be reasonably determined in an amount ranging from one to three times of the license fee under a contractual license. The infringing party may be also fined by the Administration of Patent Management in an amount of up to three times the unlawful income earned by such infringing party. If there is no unlawful income so earned, the infringing party may be fined in an amount of up to RMB 500,000, or approximately $62,500.

Tax

Pursuant to the Provisional Regulation of China on Value Added Tax and their implementing rules, all entities and individuals that are engaged in the sale of goods, the provision of repairs and replacement services and the importation of goods in China are generally required to pay VAT at a rate of 17.0% of the gross sales proceeds received, less any deductible VAT already paid or borne by the taxpayer. Further, when exporting goods, the exporter is entitled to a portion of or a full refund of the VAT that it has already paid or borne. Our imported raw materials that are used for manufacturing export products and are deposited in bonded warehouses are exempt from import VAT.

Foreign Currency Exchange

Under the PRC foreign currency exchange regulations applicable to us, the Renminbi is convertible for current account items, including the distribution of dividends, interest payments, trade and service-related foreign exchange transactions. Conversion of Renminbi for capital account items, such as direct investment, loan, security investment and repatriation of investment, however, is still subject to the approval of the PRC State Administration of Foreign Exchange, or SAFE. Foreign-invested enterprises may only buy, sell and/or remit foreign currencies at those banks authorized to conduct foreign exchange business after providing valid commercial documents and, in the case of capital account item transactions, obtaining approval from the SAFE. Capital investments by foreign-invested enterprises outside of China are also subject to limitations, which include approvals by the Ministry of Commerce, the SAFE and the State Reform and Development Commission.

Dividend Distributions

Under applicable PRC regulations, foreign-invested enterprises in China may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, a foreign-invested enterprise in China are required to set aside at least 10.0% of their after-tax profit based on PRC accounting standards each year to its general reserves until the accumulative amount of such reserves reach 50.0% of its registered capital. These reserves are not distributable as cash dividends. The board of directors of a foreign-invested enterprise has the discretion to allocate a portion of its after-tax profits to staff welfare and bonus funds, which may not be distributed to equity owners except in the event of liquidation.

Employees

At June 30, 2008, we had approximately 320 employees. All of our employees are based in China. There are no collective bargaining contracts covering any of our employees. We believe our relationship with our employees is satisfactory.

We are required to contribute a portion of our employees’ total salaries to the Chinese government’s social insurance funds, including pension insurance, medical insurance, unemployment insurance, and work-related injury insurance, and maternity insurance, in accordance with relevant regulations. Total contributions to the funds are approximately $6,400 and $4,700 for the years ended December 31, 2007 and 2006, respectively. We expect that the amount of our contribution to the government’s social insurance funds will increase in the future as we expand our workforce and operations.

We also provide housing facilities for our employees. At present, approximately 85% of our employees live in company-provided housing facilities. Under PRC laws, we may be required to make contributions to a housing assistance fund for employees. Presently, a housing assistance fund is not required by the Shenzhen Municipal Government and therefore, we provide free housing facilities to all employees who need accommodation. If in the future, a housing assistance fund is required by the Shenzhen Municipal Government, we will commence contributions to the housing assistance fund.

Effective January 1, 2008, the PRC introduced a new labor contract law that enhances rights for the nation's workers, including open-ended work contracts and severance pay. The legislation requires employers to provide written contracts to their workers, restricts the use of temporary laborers and makes it harder to lay off employees. It also requires that employees with a fixed-term contracts shall be entitled to an indefinite-term contract after a fixed-term contract is renewed twice. Although the new labor contract law would increase our labor costs, we do not anticipate there will be any significantly effects on our overall profitability in the near future since such amount was historically not material to our operating cost. Management anticipates this may be a step toward improving candidate retention for skilled workers.

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Properties

Our registered office in China is located Room 2929-31, NanGuang JieJia Building, No. 3037 Shen South-mid Road, FuTian District, ShenZhen, GuangDong, China. We own our registered office.

Legal Proceedings

We are not aware of any pending or threatened legal proceedings involving the Company or its assets.

RISK FACTORS

Any investment in our common stock involves a high degree of risk. Investors should carefully consider the risks described below and all of the information contained in this Current Report on Form 8-K before deciding whether to purchase our common stock. Our business, financial condition or results of operations could be materially adversely affected by these risks if any of them actually occur. Our shares of common stock are not currently listed or quoted for trading on any national securities exchange or national quotation system. If and when our common stock is traded, the trading price could decline due to any of these risks, and an investor may lose all or part of his or her investment. Some of these factors have affected our financial condition and operating results in the past or are currently affecting us. This Current Report on Form 8-K also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described below and elsewhere in this Current Report on Form 8-K.

RISKS RELATED TO OUR OPERATIONS

If we are unsuccessful in establishing and increasing awareness of our brand and recognition of our products, or if we incur excessive expense promoting and maintaining our brand or our products, our potential revenues could be limited, our costs could increase and our operating results and financial condition would be harmed.

We believe that acceptance of our digital products by an expanding customer base depends in large part on increasing awareness of the Yinlips brand and that brand recognition will be even more important as competition in our market increases. Successful promotion of our brand depends largely on the effectiveness of our marketing efforts and on our ability to develop reliable and quality products at competitive prices. In addition, globalizing and extending our brand and recognition of our products and services is costly and involves extensive management time to execute successfully. Further, the markets in which we operate are highly competitive and some of our competitors already have substantially more brand name recognition and greater marketing resources than we do. Our future brand promotion activities may involve significant expense and may not generate desired levels of increased revenue, and even if such activities generate some increased revenue, such increased revenue may not offset the expenses we incurred in endeavoring to build our brand. If we fail to successfully promote and maintain our brand, or incur substantial expenses in our attempts to promote and maintain our brand, we may fail to attract enough new customers or retain our existing customers to the extent necessary to realize a sufficient return on our brand-building efforts, and as a result our operating results and financial condition would suffer.

We derive a substantial portion of our revenues from sales in the PRC and any downturn in the Chinese economy could have a material adverse effect on our business and financial condition.

Substantially all of our revenues are generated from sales in the PRC. We anticipate that revenues from sales of our products in the PRC will continue to represent a substantial proportion of our total revenues in the near future. Our sales and earnings can also be affected by changes in the general economy since purchases of portable electronic devices are generally discretionary for consumers. Our success is influenced by a number of economic factors which affect disposable consumer income, such as employment levels, business conditions, interest rates, oil and gas prices and taxation rates. Adverse changes in these economic factors, among others, may restrict consumer spending, thereby negatively affecting our sales and profitability.

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We are and will continue to be subject to rapidly declining average selling prices, which may harm our results of operations.

Consumer electronic devices such as those we offer are subject to rapid declines in average selling prices due to rapidly evolving technologies, industry standards and consumer preferences. Consumer electronics products are subject to rapid technological changes which often cause product obsolescence. Companies within the consumer electronics industry are continuously developing new products with heightened performance and functionality. This puts pricing pressure on existing products and constantly threatens to make them, or causes them to be, obsolete. Our typical product’s life cycle is extremely short, generating lower average selling prices as the cycle matures. If we fail to accurately anticipate the introduction of new technologies, we may possess significant amounts of obsolete inventory that can only be sold at substantially lower prices and profit margins than we anticipated. In addition, if we fail to accurately anticipate the introduction of new technologies, we may be unable to compete effectively due to our failure to offer products most demanded by the marketplace. If any of these failures occur, our sales, profit margins and profitability will be adversely affected.

In addition, electronic device distributors expect suppliers, such as our company, to cut their costs and lower the price of their products to lessen the negative impact on the electronic device distributor’s own profit margins. As a result, we have previously reduced the price of some of our portable electronic products and expect to continue to face market-driven downward pricing pressures in the future. Our results of operations will suffer if we are unable to offset any declines in the average selling prices of our products by developing new or enhanced products with higher selling prices or gross profit margins, increasing our sales volumes or reducing our production costs.

We are subject to intense competition in the industry in which we operate, which could cause material reductions in the selling price of our products or losses of our market share.

The consumer electronics industry is highly competitive, especially with respect to pricing and the introduction of new products and features. Our products compete in the medium- to high- priced sector of the consumer electronics market and compete primarily on the basis of:

• reliability;

• brand recognition;

• quality;

• price;

• design;

• consumer acceptance of our trademark; and

• quality service and support to retailers and our customers.

In recent years, we and many of our competitors, have regularly lowered prices, and we expect these pricing pressures to continue. If these pricing pressures are not mitigated by increases in volume, cost reductions from our supplier or changes in product mix, our revenues and profits could be substantially reduced. As compared to us, many of our competitors have:

• significantly longer operating histories;

• significantly greater managerial, financial, marketing, technical and other competitive resources; and

• greater brand recognition.

As a result, our competitors may be able to:

• adapt more quickly to new or emerging technologies and changes in customer requirements;

• devote greater resources to the promotion and sale of their products and services; and

• respond more effectively to pricing pressures.

These factors could materially adversely affect our operations and financial condition. In addition, competition could increase if:

• new companies enter the market;

• existing competitors expand their product mix; or

• we expand into new markets.

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An increase in competition could result in material price reductions or loss of our market share.

Our revenues and earnings could be materially and adversely affected if we cannot anticipate market trends or enhance existing products or achieve market acceptance of new products.

Consumers for portable electronic devices have many products to choose from and we must compete with these devices in order to sell our products and generate revenues. Our success is dependent on our ability to successfully anticipate and respond to changing consumer demands and trends in a timely manner, as well as expanding into new markets and developing new products. In addition, to increase our penetration of current markets and gain footholds in new markets for our products, we must maintain our existing products as well as integrate them with new products. We may not be successful in developing, marketing and releasing new products that respond to technological developments or changing customer needs and preferences. We may also experience difficulties that could delay or prevent the successful development, introduction and sale of these new products. In addition, these new products may not adequately meet the requirements of the marketplace and may not achieve any significant degree of market acceptance. If release dates of any future products or enhancements to our products are delayed, or if these products or enhancements fail to achieve market acceptance when released, our sales volume may decline and earnings would be materially and adversely affected. In addition, new products or enhancements by our competitors may cause customers to defer or forego purchases of our products, which could also materially and adversely affect our revenues and earnings.

If we do not correctly forecast demand for our products, we could have costly excess production or inventories and we may not be able to secure sufficient or cost effective quantities of our products or production materials and our revenues, cost of revenues and financial condition could be adversely affected.

The demand for our products depends on many factors, including pricing and inventory levels, and is difficult to forecast due in part to variations in economic conditions, changes in consumer and business preferences, relatively short product life cycles, changes in competition, seasonality and reliance on key third party carriers. It is particularly difficult to forecast demand by individual product. Significant unanticipated fluctuations in demand, the timing and disclosure of new product releases or the timing of key sales orders could result in costly excess production or inventories or the inability to secure sufficient, cost-effective quantities of our products or production materials. This could adversely impact our revenues, cost of revenues and financial condition.

Our products may contain errors or defects, which could result in the rejection of our products, damage to our reputation, lost revenues, diverted development resources and increased service costs, warranty claims and litigation.

Our products are complex and must meet stringent user requirements. In addition, we must develop our products to keep pace with the rapidly changing portable electronic device market. Sophisticated electronic products like ours are likely to contain undetected errors or defects, especially when first introduced or when new models or versions are released. Our products may not be free from errors or defects after commercial shipments have begun, which could result in the rejection of our products and jeopardize our relationship with carriers. End users may also reject or find issues with our products and have a right to return them even if the products are free from errors or defects. In either case, returns or quality issues could result in damage to our reputation, lost revenues, diverted development resources, increased customer service and support costs, and warranty claims and litigation which could harm our business, results of operations and financial condition.

The loss or significant reduction in business of any of our key customers, including Shenzhen Yuanjinda Import & Export Co., Ltd and Shenzhen Eway Computer Technology Co., Ltd, could materially and adversely affect our revenues and earnings.

We are highly dependent upon sales of our products to certain of our customers, including Shenzhen Yuanjinda Import & Export Co., Ltd and Shenzhen Eway Computer Technology Co., Ltd. During our fiscal years ended December 31, 2007 and 2006, Shenzhen Yuanjinda Import & Export Co., Ltd accounted for approximately 7.5% and 6.8%, respectively, and Shenzhen Eway Computer Technology Co., Ltd. accounted for approximately 5.81% and 5.32%, respectively, of our net revenues. No other customer accounted for greater than 5% of our net revenues during these periods. All purchases of our products by customers are made through purchase orders and we do not have long-term contracts with any of our customers. The loss of Shenzhen Yuanjinda Import & Export Co., Ltd and Shenzhen Eway Computer Technology Co., Ltd. , or any of our other customers to which we sell a significant amount of our products or any significant portion of orders from Shenzhen Yuanjinda Import & Export Co., Ltd and Shenzhen Eway Computer Technology Co., Ltd. , or such other customers or any material adverse change in the financial condition of such customers could negatively affect our revenues and decrease our earnings.

We cannot rely on long-term purchase orders or commitments to protect us from the negative financial effects of a decline in demand for our products. The limited certainty of product orders can make it difficult for us to forecast our sales and allocate our resources in a manner consistent with our actual sales. Moreover, our expense levels are based in part on our expectations of future sales and, if our expectations regarding future sales are inaccurate, we may be unable to reduce costs in a timely manner to adjust for sales shortfalls. Furthermore, because we depend on a small number of customers for the vast majority of our sales, the magnitude of the ramifications of these risks is greater than if our sales were less concentrated with a small number of customers. As a result of our lack of long-term purchase orders and purchase commitments we may experience a rapid decline in our sales and profitability.

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We depend on a limited number of suppliers for components for our products. The inability to secure components for our products could reduce our revenues and adversely affect our relationship with our customers.

We rely on a limited number of suppliers for our component parts and raw materials. Although there are many suppliers for each of our component parts and raw materials, we are dependent on a limited number of suppliers for many of the significant components and raw materials. This reliance involves a number of significant potential risks, including:

· lack of availability of materials and interruptions in delivery of components and raw materials from our suppliers;

· manufacturing delays caused by such lack of availability or interruptions in delivery;

· fluctuations in the quality and the price of components and raw materials, in particular due to the petroleum price impact on such materials; and

· risks related to foreign operations.

We generally do not have any long-term or exclusive purchase commitments with any of our suppliers. Shenzhen Lian Run Digital Technology Co., Ltd and Shenzhen Huaxinhang Industrial Co., Ltd are our largest suppliers of components for our products, each of which accounted for more than 10% of our purchases of components for our products for the fiscal year ended December 31, 2007. Our failure to maintain existing relationships with our suppliers or to establish new relationships in the future could also negatively affect our ability to obtain our components and raw materials used in our products in a timely manner. If we are unable to obtain ample supply of products from our existing suppliers or alternative sources of supply, we may be unable to satisfy our customers’ orders which could materially and adversely affect our revenues and our relationship with our customers.

Certain disruptions in supply of and changes in the competitive environment for raw materials integral to our products may adversely affect our profitability.

We use a broad range of materials and supplies, including displays, control ICs, Flashes, Wifi modules, GPS modules and other electronic components in our products. A significant disruption in the supply of these materials could decrease production and shipping levels, materially increase our operating costs and materially adversely affect our profit margins. Shortages of materials or interruptions in transportation systems, labor strikes, work stoppages, war, acts of terrorism or other interruptions to or difficulties in the employment of labor or transportation in the markets in which we purchase materials, components and supplies for the production of our products, in each case may adversely affect our ability to maintain production of our products and sustain profitability. If we were to experience a significant or prolonged shortage of critical components from any of our suppliers and could not procure the components from other sources, we would be unable to meet our production schedules for some of our key products and to ship such products to our customers in a timely fashion, which would adversely affect our sales, margins and customer relations.

Substantial defaults by our customers on accounts receivable or the loss of significant customers could have a material adverse effect on our business.

A substantial portion of our working capital consists of accounts receivable from customers. If customers responsible for a significant amount of accounts receivable were to become insolvent or otherwise unable to pay for products and services, or to make payments in a timely manner, our business, results of operations or financial condition could be materially adversely affected. An economic or industry downturn could materially adversely affect the servicing of these accounts receivable, which could result in longer payment cycles, increased collection costs and defaults in excess of management’s expectations. A significant deterioration in our ability to collect on accounts receivable could also impact the cost or availability of financing available to us.

In addition, our business is characterized by long periods for collection from our customers and short periods for payment to our suppliers, the combination of which may cause us to have liquidity problems. We experience an average accounts settlement period ranging from one month to as high as four months from the time we sell our products to the time we receive payment from our customers. In contrast, we typically need to place certain deposits and advances with our suppliers on a portion of the purchase price in advance and for some suppliers we must maintain a deposit for future orders. Because our payment cycle is considerably shorter than our receivable cycle, we may experience working capital shortages. Working capital management, including prompt and diligent billing and collection, is an important factor in our results of operations and liquidity. We cannot assure you that system problems, industry trends or other issues will not extend our collection period, adversely impact our working capital.

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Our operations would be materially adversely affected if third-party carriers were unable to transport our products on a timely basis.

All of our products are shipped through third party carriers. If a strike or other event prevented or disrupted these carriers from transporting our products, other carriers may be unavailable or may not have the capacity to deliver our products to our customers. If adequate third party sources to ship our products were unavailable at any time, our business would be materially adversely affected.

The seasonality of our business, as well as changes in consumer spending and economic conditions, may cause our quarterly operating results to fluctuate and cause our stock price to decline.

Our net revenue and operating results may vary significantly from quarter to quarter. The main factors that may cause these fluctuations are:

· seasonal variations in operating results;

· variations in the sales of our products to our significant customers;

· increases in returned consumer electronics products in the first quarter which follows our peak third and fourth quarter sales;

· variations in manufacturing and supplier relationships;

· if we are unable to correctly anticipate and provide for inventory requirements from quarter to quarter, we may not have sufficient inventory to deliver our products to our customers in a timely fashion or we may have excess inventory that we are unable to sell;

· the discretionary nature of our customers’ demands and spending patterns;

· changes in market and economic conditions; and

· competition.

In addition, our quarterly operating results could be materially adversely affected by political instability, war, acts of terrorism or other disasters.

Sales of our products are somewhat seasonal due to consumer spending patterns, which tend to result in significantly stronger sales in our third and fourth fiscal quarters, especially as a result of the holiday season. This pattern will probably not change significantly in the future. Although we believe that the seasonality of our business is based primarily on the timing of consumer demand for our products, fluctuations in operating results can also result from other factors affecting us and our competitors, including new product developments or introductions, availability of products for resale, competitive pricing pressures, changes in product mix, pricing and product reviews and other media coverage. Due to the seasonality of our business, our results for interim periods are not necessarily indicative of our results for the year.

As a result of these and other factors, revenues for any quarter are subject to significant variation, which may adversely affect our results of operations and the market price for our common stock.

We depend upon patents we license from a third party, Zhao Zifeng, our Chief Executive Officer and Chairman of the Board. The loss of these licenses, an increase in the costs of these licenses or Mr. Zhao’s failure to properly maintain or enforce the patents underlying such licenses may require us to suspend our operations until we obtain replacements and/or redesign our products.

We rely upon certain patents licensed from our Chief Executive Officer and Chairman of the Board, Zhao Zifeng, which gives us rights to third party intellectual property that is necessary or useful for our business. We may also enter into additional licenses to third party intellectual property in the future. In addition, because we do not own any patents relating to our technologies, we do not have the right to defend perceived infringements of patents relating to such technologies. Thus, our success will depend in part on the ability and willingness of our licensors to obtain, maintain and enforce patent protection for our licensed intellectual property, in particular, those patents to which we have secured exclusive rights. Our licensors may not successfully prosecute the patent applications for the intellectual property we have licensed. Even if patents issue in respect of these patent applications, our licensors may fail to maintain these patents, may determine not to pursue litigation against other companies that are infringing these patents, or may pursue such litigation less aggressively than we would. Without protection for the intellectual property we license, other companies might be able to offer substantially identical products for sale, which could adversely affect our competitive business position and harm our business prospects.

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Our ability to compete partly depends on the superiority, uniqueness and value of our technologies, including both internally developed technology and technology licensed from third parties. To protect our proprietary rights, we rely on a combination of trademark, patent, copyright and trade secret laws, confidentiality agreements with our employees and third parties, and protective contractual provisions. Despite our efforts to protect our intellectual property, any of the following occurrences may reduce the value of our intellectual property:

• our applications for trademarks or patents may not be granted and, if granted, may be challenged or invalidated;

• issued patents, copyrights and trademarks may not provide us with any competitive advantages;

• our efforts to protect our intellectual property rights may not be effective in preventing misappropriation of our technology or dilution of our trademarks;

• our efforts may not prevent the development and design by others of products or technologies similar to or competitive with, or superior to those that we develop; or

• another party may obtain a blocking patent that would force us to either obtain a license or design around the patent to continue to offer the contested feature or service in our technologies.

We rely on trade secret protections through confidentiality agreements with our employees, customers and other parties; the breach of such agreements could adversely affect our business and results of operations.

We also rely on trade secrets, which we seek to protect, in part, through confidentiality and non-disclosure agreements with our employees, customers and other parties. There can be no assurance that these agreements will not be breached, that we would have adequate remedies for any such breach or that our trade secrets will not otherwise become known to or independently developed by competitors. To the extent that consultants, key employees or other third parties apply technological information independently developed by them or by others to our proposed projects, disputes may arise as to the proprietary rights to such information that may not be resolved in our favor. We may be involved from time to time in litigation to determine the enforceability, scope and validity of our proprietary rights. Any such litigation could result in substantial cost and diversion of effort by our management and technical personnel.

We may need additional capital to implement our current business strategy, which may not be available to us, and if we raise additional capital, it may dilute your ownership in us.

We currently depend on bank loans and net revenues to meet our short-term cash requirements. In order to grow revenues and sustain profitability, we will need additional capital. As of the date of this filing, we do intend to conduct an public offering financing. Obtaining additional financing will be subject to a number of factors, including market conditions, our operating performance and investor sentiment. These factors may make the timing, amount, terms and conditions of additional financing unattractive to us. We cannot assure you that we will be able to obtain any additional financing. If we are unable to obtain the financing needed to implement our business strategy, our ability to increase revenues will be impaired and we may not be able to sustain profitability.

Adverse capital and credit market conditions may significantly affect our ability to meet liquidity needs, access to capital and cost of capital.

The capital and credit markets have been experiencing extreme volatility and disruption for more than twelve months. In recent weeks, the volatility and disruption have reached unprecedented levels. In some cases, the markets have exerted downward pressure on availability of liquidity and credit capacity for certain issuers. We have historically relied on credit to fund our business and we need liquidity to pay our operating expenses. Without sufficient liquidity, we will be forced to curtail our operations, and our business will suffer. Disruptions, uncertainty or volatility in the capital and credit markets may also limit our access to capital required to operate our business. Such market conditions may limit our ability to replace, in a timely manner, maturing liabilities and access the capital necessary to operate and grow our business. As such, we may be forced to delay raising capital or bear an unattractive cost of capital which could decrease our profitability and significantly reduce our financial flexibility. Our results of operations, financial condition, cash flows and capital position could be materially adversely affected by disruptions in the financial markets.

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Our failure to effectively manage growth could harm our business.

We have rapidly and significantly expanded the number and types of products we sell, and we will endeavor to further expand our product portfolio. We must continually introduce new products and technologies, enhance existing products in order to remain competitive, and effectively stimulate customer demand for new products and upgraded versions of our existing products.

This expansion of our products places a significant strain on our management, operations and engineering resources. Specifically, the areas that are strained most by our growth include the following:

•New Product Launch: With the growth of our product portfolio, we experience increased complexity in coordinating product development, manufacturing, and shipping. As this complexity increases, it places a strain on our ability to accurately coordinate the commercial launch of our products with adequate supply to meet anticipated customer demand and effective marketing to stimulate demand and market acceptance. If we are unable to scale and improve our product launch coordination, we could frustrate our customers and lose retail shelf space and product sales;

•Forecasting, Planning and Supply Chain Logistics: With the growth of our product portfolio, we also experience increased complexity in forecasting customer demand and in planning for production, and transportation and logistics management. If we are unable to scale and improve our forecasting, planning and logistics management, we could frustrate our customers, lose product sales or accumulate excess inventory; and

•Support Processes: To manage the growth of our operations, we will need to continue to improve our transaction processing, operational and financial systems, and procedures and controls to effectively manage the increased complexity. If we are unable to scale and improve these areas, the consequences could include: delays in shipment of product, degradation in levels of customer support, lost sales, decreased cash flows, and increased inventory. These difficulties could harm or limit our ability to expand.

We are dependent on certain key personnel and loss of these key personnel could have a material adverse effect on our business, financial condition and results of operations.

Our success is, to a certain extent, attributable to the management, sales and marketing, and operational and technical expertise of certain key personnel. Each of the named executive officers performs key functions in the operation of our business. The loss of a significant number of these employees could have a material adverse effect upon our business, financial condition, and results of operations.

We are dependent on a technically trained workforce and an inability to retain or effectively recruit such employees could have a material adverse effect on our business, financial condition and results of operations.

We must attract, recruit and retain a sizeable workforce of technically competent employees to develop and manufacture our products and provide service support. Our ability to implement effectively our business strategy will depend upon, among other factors, the successful recruitment and retention of additional highly skilled and experienced engineering and other technical and marketing personnel. There is significant competition for technologically qualified personnel in our business and we may not be successful in recruiting or retaining sufficient qualified personnel consistent with our operational needs.

Our labor costs are likely to increase as a result of changes in Chinese labor laws.

We expect to experience an increase in our cost of labor. Recent changes in Chinese labor laws that are effective January 1, 2008 are likely to increase costs further and impose restrictions on our relationship with our employees. There can be no assurance that the labor laws will not change further or that their interpretation and implementation will vary, which may have a negative effect upon our business and results of operations.

We are subject to market risk through our sales to international markets.

A growing percentage of our sales are being derived from international markets. These international sales are primarily focused in Europe, Southeast Asia, and North America. These operations are subject to risks that are inherent in operating in foreign countries, including the following:

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· foreign countries could change regulations or impose currency restrictions and other restraints;

· changes in foreign currency exchange rates and hyperinflation or deflation in the foreign countries in which we operate;

· exchange controls;

· some countries impose burdensome tariffs and quotas;

· political changes and economic crises may lead to changes in the business environment in which we operate;

· international conflict, including terrorist acts, could significantly impact our financial condition and results of operations; and

· Economic downturns, political instability and war or civil disturbances may disrupt distribution logistics or limit sales in individual markets.

In addition, we utilize third-party distributors to act as our representative for the geographic region that they have been assigned. Sales through distributors represent approximately 15% of total revenue. Significant terms and conditions of distributor agreements include FOB source, net 30 days payment terms, with no return or exchange rights, and no price protection. Since the product transfers title to the distributor at the time of shipment by us, the products are not considered inventory on consignment. Our success is dependent on these distributors finding new customers and receiving new orders from existing customers.

Our facilities and information systems could be damaged as a result of disasters or unpredictable events, which could have an adverse effect on our business operations.

Our headquarters and major facilities including manufacturing plants, sales offices and research and development centers are located in China. We also operate procurement, logistics, sales and marketing facilities in other parts of the world. If major disasters such as earthquakes, fires, floods, wars, terrorist attacks, computer viruses, transportation disasters or other events occur, or our information system or communications network breaks down or operates improperly as a result of such events, our facilities may be seriously damaged, and we may have to stop or delay production and shipment. We may incur expenses relating to such damages.

Our quarterly results may fluctuate because of many factors and, as a result, investors should not rely on quarterly operating results as indicative of future results.

Fluctuations in operating results or the failure of operating results to meet the expectations of public market analysts and investors may negatively impact the value of our securities. Quarterly operating results may fluctuate in the future due to a variety of factors that could affect revenues or expenses in any particular quarter. Fluctuations in quarterly operating results could cause the value of our securities to decline. Investors should not rely on quarter-to-quarter comparisons of results of operations as an indication of future performance. As a result of the factors listed below, it is possible that in future periods results of operations may be below the expectations of public market analysts and investors. This could cause the market price of our securities to decline. Factors that may affect our quarterly results include:

— vulnerability of our business to a general economic downturn in China;

— fluctuation and unpredictability of costs related to the raw material used to manufacture our products;

— seasonality of our business;

— changes in the laws of the PRC that affect our operations;

— competition from our competitors; and

— our ability to obtain necessary government certifications and/or licenses to conduct our business.

RISKS RELATED TO US DOING BUSINESS IN CHINA

Substantially all of our assets are located in the PRC and substantially all of our revenues are derived from our operations in China, and changes in the political and economic policies of the PRC government could have a significant impact upon the business we may be able to conduct in the PRC and accordingly on the results of our operations and financial condition.

Our business operations may be adversely affected by the current and future political environment in the PRC. The Chinese government exerts substantial influence and control over the manner in which we must conduct our business activities. Our ability to operate in China may be adversely affected by changes in Chinese laws and regulations, including those relating to taxation, import and export tariffs, raw materials, environmental regulations, land use rights, property and other matters. Under the current government leadership, the government of the PRC has been pursuing economic reform policies that encourage private economic activity and greater economic decentralization. There is no assurance, however, that the government of the PRC will continue to pursue these policies, or that it will not significantly alter these policies from time to time without notice.

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Our operations are subject to PRC laws and regulations that are sometimes vague and uncertain. Any changes in such PRC laws and regulations, or the interpretations thereof, may have a material and adverse effect on our business.

The PRC’s legal system is a civil law system based on written statutes. Unlike the common law system prevalent in the United States, decided legal cases have little value as precedent in China. There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including but not limited to, the laws and regulations governing our business, or the enforcement and performance of our arrangements with customers in the event of the imposition of statutory liens, death, bankruptcy or criminal proceedings. The Chinese government has been developing a comprehensive system of commercial laws, and considerable progress has been made in introducing laws and regulations dealing with economic matters such as foreign investment, corporate organization and governance, commerce, taxation and trade. However, because these laws and regulations are relatively new, and because of the limited volume of published cases and judicial interpretation and their lack of force as precedents, interpretation and enforcement of these laws and regulations involve significant uncertainties. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively.

Our principal operating subsidiary, Yinlips Digital Technology (Shenzhen) Co., Ltd., (“Shenzhen Yinlips”) is considered a foreign invested enterprise under PRC laws, and as a result is required to comply with PRC laws and regulations, including laws and regulations specifically governing the activities and conduct of foreign invested enterprises. We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our businesses. If the relevant authorities find us in violation of PRC laws or regulations, they would have broad discretion in dealing with such a violation, including, without limitation:

— levying fines;

— revoking our business license, other licenses or authorities;

— requiring that we restructure our ownership or operations; and

— requiring that we discontinue any portion or all of our business.

Investors may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in China based upon U.S. laws, including the federal securities laws or other foreign laws against us or our management.

Most of our current operations, including the manufacturing and distribution of our products, are conducted in China. Moreover, all of our directors and officers are nationals and residents of China or Hong Kong. All or substantially all of the assets of these persons are located outside the United States and in the PRC. As a result, it may not be possible to effect service of process within the United States or elsewhere outside China upon these persons. In addition, uncertainty exists as to whether the courts of China would recognize or enforce judgments of U.S. courts obtained against us or such officers and/or directors predicated upon the civil liability provisions of the securities laws of the United States or any state thereof, or be competent to hear original actions brought in China against us or such persons predicated upon the securities laws of the United States or any state thereof.

The scope of our business license in China is limited, and we may not expand or continue our business without government approval and renewal, respectively.

Our principal operating subsidiary, Shenzhen Yinlips, is a wholly foreign-owned enterprise, commonly known as a WFOE. A WFOE can only conduct business within its approved business scope, which ultimately appears on its business license. Our license permits us to design, manufacture, sell and market portable electronic products throughout the PRC. Any amendment to the scope of our business requires further application and government approval. In order for us to expand our business beyond the scope of our license, we will be required to enter into a negotiation with the PRC authorities for the approval to expand the scope of our business. We cannot assure investors that Shenzhen Yinlips will be able to obtain the necessary government approval for any change or expansion of its business.

We are subject to a variety of environmental laws and regulations related to our manufacturing operations. Our failure to comply with environmental laws and regulations may have a material adverse effect on our business and results of operations.

We are subject to various environmental laws and regulations that require us to obtain environmental permits for our manufacturing operations. Our environmental permit from the Shenzhen Environment Protection Bureau Nanshan Bureau (the “Bureau”) covering our manufacturing operations are currently in effect and do not expire until February 5, 2010. If we are unable to renew our permit when it expires or we fail to comply with the provisions of the permit, we could be subject to fines, criminal charges or other sanctions by regulators, including the suspension or termination of our manufacturing operations.

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We cannot assure you that at all times we will be in compliance with environmental laws and regulations or our environmental permits or that we will not be required to expend significant funds to comply with, or discharge liabilities arising under, environmental laws, regulations and permits.

Recent PRC regulations relating to acquisitions of PRC companies by foreign entities may create regulatory uncertainties that could restrict or limit our ability to operate. Our failure to obtain required prior approval for the share exchange, reverse merger and the listing and trading of our common stock could have a material adverse effect on our business, operating results, reputation and trading price of our common stock.

The PRC State Administration of Foreign Exchange, or “SAFE,” issued a public notice in November 2005, known as Circular 75, concerning the use of offshore holding companies controlled by PRC residents in mergers and acquisitions in China. This circular requires that (1) a PRC resident shall register with a local branch of the SAFE before he or she establishes or controls an overseas special purpose vehicle, or SPV, for the purpose of overseas equity financing (including convertible debt financing); (2) when a PRC resident contributes the assets of or his or her equity interests in a domestic enterprise to an SPV, or engages in overseas financing after contributing assets or equity interests to an SPV, such PRC resident must register his or her interest in the SPV and any changes in such interest with a local branch of the SAFE; and (3) when the SPV undergoes a material change outside of China, such as a change in share capital or merger or acquisition, the PRC resident shall, within 30 days from the occurrence of the event that triggers the change, register such change with a local branch of the SAFE. In addition, SAFE issued updated internal implementing rules, or the Implementing Rules in relation to Notice 75. The Implementing Rules were promulgated and became effective on May 29, 2007. Such Implementing Rules provide more detailed provisions and requirements regarding the overseas investment foreign exchange registration procedures. However, even after the promulgation of Implementing Rules there still exist uncertainties regarding the SAFE registration for PRC residents’ interests in overseas companies. If any PRC resident stockholder of a SPV fails to make the required SAFE registration and amended registration, the onshore PRC subsidiaries of that offshore company may be prohibited from distributing their profits and the proceeds from any reduction in capital, share transfer or liquidation to the offshore entity. Failure to comply with the SAFE registration and amendment requirements described above could result in liability under PRC laws for evasion of applicable foreign exchange restrictions. Because of uncertainty in how the SAFE notice will be interpreted and enforced, we cannot be sure how it will affect our business operations or future plans. For example, Shenzhen Yinlips’ ability to conduct foreign exchange activities, such as the remittance of dividends and foreign currency-denominated borrowings, may be subject to compliance with the SAFE notice by our PRC resident beneficial holders over whom we have no control. In addition, we cannot assure you that such PRC residents will be able to complete the necessary approval and registration procedures required by the SAFE regulations. Failure by any PRC resident beneficial holder to register as required with the relevant branch of SAFE could subject these PRC resident beneficial holders to fines or legal sanctions, restrict our overseas or cross-border investment activities, limit Shenzhen Yinlips’ ability to make distributions or pay dividends or affect our ownership structure, which could adversely affect our business and prospects.

On August 8, 2006, the PRC Ministry of Commerce (“MOFCOM”), joined by the State-owned Assets Supervision and Administration Commission of the State Council, the State Administration of Taxation, the State Administration for Industry and Commerce, the China Securities Regulatory Commission and SAFE, released a substantially amended version of the Provisions for Foreign Investors to Merge with or Acquire Domestic Enterprises (the “Revised M&A Regulations”), which took effect September 8, 2006. These new rules significantly revised China’s regulatory framework governing onshore-to-offshore restructurings and foreign acquisitions of domestic enterprises. These new rules signify greater PRC government attention to cross-border merger, acquisition and other investment activities, by confirming MOFCOM as a key regulator for issues related to mergers and acquisitions in China and requiring MOFCOM approval of a broad range of merger, acquisition and investment transactions. Further, the new rules establish reporting requirements for acquisition of control by foreigners of companies in key industries, and reinforce the ability of the Chinese government to monitor and prohibit foreign control transactions in key industries.

Among other things, the revised M&A Regulations include new provisions that purport to require that an offshore special purpose vehicle, or a SPV, formed for listing purposes and controlled directly or indirectly by PRC companies or individuals must obtain the approval of the CSRC prior to the listing and trading of such SPV’s securities on an overseas stock exchange. On September 21, 2006, the CSRC published on its official website procedures specifying documents and materials required to be submitted to it by SPVs seeking CSRC approval of their overseas listings. However, the application of this PRC regulation remains unclear with no consensus currently existing among the leading PRC law firms regarding the scope and applicability of the CSRC approval requirement.

According to the M&A Regulations, a “Related Party Acquisition” is defined as having taken place when a PRC business that is owned by PRC individual(s) is sold to a non-PRC entity that is established or controlled, directly or indirectly, by those same PRC individual(s). Under the M&A Regulations, any Related Party Acquisition must be approved by MOFCOM and any indirect arrangement or series of arrangements which achieves the same end result without the approval of MOFCOM is a violation of PRC law.

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Our BVI subsidiary, Podium, was owned by a non-PRC individual. Podium obtained all the equity interests of Shenzhen Yinlips further to an Equity Transfer Agreement dated December 28, 2007 (the “Original Equity Agreement”) by and among Podium, Zhao Zifeng, our Chief Executive Officer and Chairman of the Board, and Zhang Weiqiang. The Original Equity Agreement received approval by the Shenzhen Bureau of Trade and Industry on January 15, 2008 and Shenzhen Yinlips filed all required applications and received all appropriate SAFE approvals from the Shenzhen branch of MOFCOM. The Original Equity Agreement was amended and restated in September 2008 (the “Restated Equity Agreement”) to increase the total purchase price of the equity interests of Shenzhen Yinlips to RMB 19,200,000 although no additional governmental approvals were obtained for the Restated Equity Agreement.

Following the Exchange, we intend to offer our Chief Executive Officer, Zhao Zifeng, a thirty (30) day right to purchase up to 6,500,000 shares of our common stock at a per share purchase price of $0.415 (the “Purchase Right”). Each of the shareholders and warrantholders of SRKP 17 prior to the Exchange has agreed to cancel 0.91867 shares of common stock and warrants to purchase 0.98943 shares of common stock held by each of them for each one 91) share of common stock purchased by Mr. Zhao pursuant to the Purchase Right. Assuming the full exercise of the Purchase Right, Mr. Zhao will own approximately 53.39% of our outstanding common stock.

The PRC regulatory authorities may take the view that the acquisition of Shenzhen Yinlips by Podium, the Exchange and the Purchase Right are part of an overall series of arrangements which constitute a Related Party Acquisition, because at the end of these transactions, PRC individuals become majority owners and effective controlling parties of a foreign entity that acquired ownership of Shenzhen Yinlips. The PRC regulatory authorities may also take the view that the registration of the acquisition of Shenzhen Yinlips by Podium with the Shenzhen Bureau of Trade and Industry and the filings with the Shenzhen SAFE and MOFCOM may not evidence that the acquisition has been properly approved because the relevant parties did not fully disclose to the Shenzhen Bureau of Trade and Industry, SAFE or MOFCOM of the overall restructuring arrangements, the existence of the Exchange and its link with the acquisition of Shenzhen Yinlips by Podium. The PRC legal counsel of Shenzhen Yinlips has opined that: (1) the Original Equity Agreement and the transactions thereunder have received all requisite approvals from the competent authorities, and all required registrations, certifications and approvals for the Original Equity Agreement and the transactions thereunder have been received by Shenzhen Yinlips; (2) Shenzhen Yinlips has filed all required applications for the Original Equity Agreement and the transactions thereunder and has received any and all required foreign exchange registrations, certifications and approvals as required, including, but not limited to, those as required from the appropriate national and local branches of SAFE and MOFCOM; (3) to their best knowledge, the Original Equity Agreement and the transactions thereunder do not (a) contravene or circumvent any provision of applicable PRC laws and regulations, including without limitation, the M&A Regulations, the Circular on Certain Administrative Measures on Financing and Inbound Investments by PRC Residents Through Offshore Special Purpose Vehicle effectives as of November 1, 2005 and its implementing rules; or (b) contravene the articles of association, business license or other constituent documents of Shenzhen Yinlips; and (4) to their best knowledge, they are not aware of any issue, fact or circumstance which would lead them to believe that the PRC regulatory authorities would revoke the Original Equity Agreement and the transactions thereunder which the Shenzhen Bureau of Trade and Industry has duly approved and that although approval of the Restated Equity Agreement has not been obtained, the Restated Equity Agreement is in compliance with the applicable PRC laws and regulations.

We, however, cannot assure you that the PRC regulatory authorities, MOFCOM in particular, may take the same view as the PRC legal counsel. If the PRC regulatory authorities take the view that the acquisition constitutes a Related Party Acquisition under the M&A Regulations, we cannot assure you we may be able to obtain the approval required from the national offices of MOFCOM.

If the PRC regulatory authorities take the view that the acquisition of Shenzhen Yinlips by Podium constitutes a Related Party Acquisition without the approval of the national offices of MOFCOM, the could invalidate our acquisition and ownership of Shenzhen Yinlips. Additionally, the PRC regulatory authorities may take the view that the Exchange constitutes a transaction which requires the prior approval of the China Securities Regulatory Commission, or CSRC. If this takes place, we would attempt to find a way to re-establish control of Shenzhen Yinlips’ business operations through a series of contractual arrangements rather than an outright purchase of Shenzhen Yinlips. But we cannot assure you that any such contractual arrangements will be protected by PRC law or that the Company can receive as complete or effective economic benefit and overall control of Shenzhen Yinlips’ business than if the Company had direct ownership of Shenzhen Yinlips. In addition, we cannot assure you that any such contractual arrangements can be successfully effected under PRC law. If we cannot obtain MOFCOM or CSRC approval if required by the PRC regulatory authorities to do so, and if we cannot put in place or enforce relevant contractual arrangements as an alternative and equivalent means of control of Shenzhen Yinlips, our business and financial performance will be materially adversely affected.

If the CSRC approval is not obtained, we may face regulatory actions or other sanctions from the CSRC or other PRC regulatory agencies. These regulatory agencies may impose fines and penalties on our operations in the PRC, limit our operating privileges in the PRC, delay or restrict the repatriation of the proceeds from this offering into the PRC, or take other actions that could have a material adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our common stock.

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Any uncertainties and/or negative publicity regarding this CSRC approval requirement could have a material adverse effect on the trading price of our common stock. Furthermore, published news reports in China recently indicated that the CSRC may have curtailed or suspended overseas listings for Chinese private companies. These news reports have created further uncertainty regarding the approach that the CSRC and other PRC regulators may take with respect to us.

It is uncertain how our business operations or future strategy will be affected by the interpretations and implementation of the aforementioned rules and regulations. It is anticipated that application of the new rules will be subject to significant administrative interpretation, and we will need to closely monitor how MOFCOM and other ministries apply the rules to ensure that our domestic and offshore activities continue to comply with PRC law. Given the uncertainties regarding interpretation and application of the new rules, we may need to expend significant time and resources to maintain compliance.

The foreign currency exchange rate between U.S. Dollars and Renminbi could adversely affect our financial condition.

To the extent that we need to convert U.S. Dollars into Renminbi for our operational needs, our financial position and the price of our common stock may be adversely affected should the Renminbi appreciate against the U.S. Dollar at that time. Conversely, if we decide to convert our Renminbi into U.S. Dollars for the operational needs or paying dividends on our common stock, the dollar equivalent of our earnings from our subsidiaries in China would be reduced should the U.S. Dollar appreciate against the Renminbi.

Until 1994, the Renminbi experienced a gradual but significant devaluation against most major currencies, including U.S. Dollars, and there was a significant devaluation of the Renminbi on January 1, 1994 in connection with the replacement of the dual exchange rate system with a unified managed floating rate foreign exchange system. Since 1994, the value of the Renminbi relative to the U.S. Dollar has remained stable and has appreciated slightly against the U.S. Dollar. Countries, including the United States, have argued that the Renminbi is artificially undervalued due to China’s current monetary policies and have pressured China to allow the Renminbi to float freely in world markets. In July 2005, the PRC government changed its policy of pegging the value of the Renminbi to the U.S. Dollar. Under the new policy the Renminbi is permitted to fluctuate within a narrow and managed band against a basket of designated foreign currencies. While the international reaction to the Renminbi revaluation has generally been positive, there remains significant international pressure on the PRC government to adopt an even more flexible currency policy, which could result in further and more significant appreciation of the Renminbi against the U.S. Dollar.

Inflation in the PRC could negatively affect our profitability and growth.

While the PRC economy has experienced rapid growth, such growth has been uneven among various sectors of the economy and in different geographical areas of the country. Rapid economic growth can lead to growth in the money supply and rising inflation. During the past decade, the rate of inflation in China has been as high as approximately 20% and China has experienced deflation as low as approximately minus 2%. If prices for our products and services rise at a rate that is insufficient to compensate for the rise in the costs of supplies such as raw materials, it may have an adverse effect on our profitability. In order to control inflation in the past, the PRC government has imposed controls on bank credits, limits on loans for fixed assets and restrictions on state bank lending. The implementation of such policies may impede economic growth. In October 2004, the People’s Bank of China, the PRC’s central bank, raised interest rates for the first time in nearly a decade and indicated in a statement that the measure was prompted by inflationary concerns in the Chinese economy. In April 2006, the People’s Bank of China raised the interest rate again. Repeated rises in interest rates by the central bank would likely slow economic activity in China which could, in turn, materially increase our costs and also reduce demand for our products and services.

Failure to comply with the United States Foreign Corrupt Practices Act could subject us to penalties and other adverse consequences.

As our ultimate holding company is a Delaware corporation, we are subject to the United States Foreign Corrupt Practices Act, which generally prohibits United States companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Foreign companies, including some that may compete with us, are not subject to these prohibitions. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices may occur from time-to-time in the PRC. We can make no assurance, however, that our employees or other agents will not engage in such conduct for which we might be held responsible. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties and other consequences that may have a material adverse effect on our business, financial condition and results of operations.

If we make equity compensation grants to persons who are PRC citizens, they may be required to register with the State Administration of Foreign Exchange of the PRC, or SAFE. We may also face regulatory uncertainties that could restrict our ability to adopt an equity compensation plan for our directors and employees and other parties under PRC law.

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On April 6, 2007, SAFE issued the “Operating Procedures for Administration of Domestic Individuals Participating in the Employee Stock Ownership Plan or Stock Option Plan of An Overseas Listed Company, also know as “Circular 78.” It is not clear whether Circular 78 covers all forms of equity compensation plans or only those which provide for the granting of stock options. For any plans which are so covered and are adopted by a non-PRC listed company after April 6, 2007, Circular 78 requires all participants who are PRC citizens to register with and obtain approvals from SAFE prior to their participation in the plan. In addition, Circular 78 also requires PRC citizens to register with SAFE and make the necessary applications and filings if they participated in an overseas listed company’s covered equity compensation plan prior to April 6, 2007. We intend to adopt an equity compensation plan in the future and make substantial option grants to our officers and directors, most of who are PRC citizens. In particular, further to the Purchase Right, we intend to offer our Chief Executive Officer and Chairman of the Board, a thirty (30) day right to purchase up to 6,500,000 shares of our common stock. Circular 78 may require our officers and directors who receive option grants and are PRC citizens to register with SAFE. We believe that the registration and approval requirements contemplated in Circular 78 will be burdensome and time consuming. If it is determined that any of our equity compensation plans are subject to Circular 78, failure to comply with such provisions may subject us and participants of our equity incentive plan who are PRC citizens, including or Chief Executive Officer, to fines and legal sanctions and prevent us from being able to grant equity compensation to our PRC employees. In that case, our ability to compensate our employees and directors through equity compensation would be hindered and our business operations may be adversely affected.

Any recurrence of Severe Acute Respiratory Syndrome (SARS), Avian Flu, or another widespread public health problem in the PRC could adversely affect our operations.

A renewed outbreak of SARS, Avian Flu or another widespread public health problem in China, where our manufacturing facilities are located and where the substantial portion of our sales occur, could have a negative effect on our operations. Our business is dependent upon its ability to continue to manufacture products. Such an outbreak could have an impact on our operations as a result of:

— quarantines or closures of some of our manufacturing facilities, which would severely disrupt our operations,

— the sickness or death of our key officers and employees, or

— a general slowdown in the Chinese economy.

Any of the foregoing events or other unforeseen consequences of public health problems could adversely affect our operations.

A downturn in the economy of the PRC may slow our growth and profitability.

The growth of the Chinese economy has been uneven across geographic regions and economic sectors. There can be no assurance that growth of the Chinese economy will be steady or that any downturn will not have a negative effect on our business, especially if it results in either a decreased use of our products or in pressure on us to lower our prices.

Because our business is located in the PRC, we may have difficulty establishing adequate management, legal and financial controls, which we are required to do in order to comply with U.S. securities laws.

PRC companies have historically not adopted a Western style of management and financial reporting concepts and practices, which includes strong corporate governance, internal controls and, computer, financial and other control systems. Most of our middle and top management staff are not educated and trained in the Western system, and we may difficulty hiring new employees in the PRC with such training. In addition, we may have difficulty in hiring and retaining a sufficient number of qualified employees to work in the PRC. As a result of these factors, we may experience difficulty in establishing management, legal and financial controls, collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet Western standards. Therefore, we may, in turn, experience difficulties in implementing and maintaining adequate internal controls as required under Section 404 of the Sarbanes-Oxley Act of 2002. This may result in significant deficiencies or material weaknesses in our internal controls which could impact the reliability of our financial statements and prevent us from complying with SEC rules and regulations and the requirements of the Sarbanes-Oxley Act of 2002. Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our business.

Investors may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in China based upon U.S. laws, including the federal securities laws or other foreign laws against us or our management.

Most of our current operations, including the manufacturing and distribution of our products, are conducted in China. Moreover, most of our directors and officers are nationals and residents of China. All or substantially all of the assets of these persons are located outside the United States and in the PRC. As a result, it may not be possible to effect service of process within the United States or elsewhere outside China upon these persons. In addition, uncertainty exists as to whether the courts of China would recognize or enforce judgments of U.S. courts obtained against us or such officers and/or directors predicated upon the civil liability provisions of the securities laws of the United States or any state thereof, or be competent to hear original actions brought in China against us or such persons predicated upon the securities laws of the United States or any state thereof.

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RISKS RELATED TO OUR CAPITAL STRUCTURE

There is no current trading market for our common stock, and there is no assurance of an established public trading market, which would adversely affect the ability of our investors to sell their securities in the public market.

Our common stock is not currently listed or quoted for trading on any national securities exchange or national quotation system. We intend to apply for the listing of our common stock on the American Stock Exchange in the future. There is no guarantee that the American Stock Exchange, or any other exchange or quotation system, will permit our shares to be listed and traded. If we fail to obtain a listing on the American Stock Exchange, we may seek quotation on the OTC Bulletin Board. The NASD has enacted changes that limit quotations on the OTC Bulletin Board to securities of issuers that are current in their reports filed with the Securities and Exchange Commission. The effect on the OTC Bulletin Board of these rule changes and other proposed changes cannot be determined at this time. The OTC Bulletin Board is an inter-dealer, over-the-counter market that provides significantly less liquidity than the NASDAQ Global Market (the “NASDAQ Global Market”). Quotes for stocks included on the OTC Bulletin Board are not listed in the financial sections of newspapers as are those for the NASDAQ Global Market. Therefore, prices for securities traded solely on the OTC Bulletin Board may be difficult to obtain and holders of common stock may be unable to resell their securities at or near their original offering price or at any price.

Shares eligible for future sale may adversely affect the market price of our common stock, as the future sale of a substantial amount of outstanding stock in the public marketplace could reduce the price of our common stock.

Pursuant to the terms of the Exchange, we agreed to file a registration statement with the Securities and Exchange Commission to register the shares of our common stock issued in an equity financing that was conducted in connection with the Exchange. The registration statement must be filed with 60 days of the closing of the Exchange. We also agreed to register all of the 1,125,000 shares of common stock and 665,091 shares of common stock issuable upon the exercise of outstanding warrants held by our shareholders immediately prior to the Exchange. Of these shares, 229,613 shares of common stock and 135,745 shares of common stock underlying warrants would be covered by the registration statement filed in connection with the Private Placement, and 895,387 shares of common stock and 529,346 shares of common stock underlying warrants, which are beneficially owned by affiliates of the placement agent would be included in a subsequent registration statement filed by us within 10 days after the end of the six-month period that immediately follows the date on which we file the registration statement to register the shares issued in the Private Placement. All of the shares included in an effective registration statement as described above may be freely sold and transferred except if subject to a lock up agreement. This current report is not an offer of securities for sale. Any securities sold in the private placement have not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States unless registered under the Securities Act of 1933, as amended, or pursuant to an exemption from such registration.

Additionally, following the Exchange, the former stockholders of Podium may be eligible to sell all or some of our shares of common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144, promulgated under the Securities Act (“Rule 144”), subject to certain limitations. In general, pursuant to Rule 144, a stockholder (or stockholders whose shares are aggregated) who has satisfied a six-month holding period may, under certain circumstances, sell within any three-month period a number of securities which does not exceed the greater of 1% of the then outstanding shares of common stock or the average weekly trading volume of the class during the four calendar weeks prior to such sale. As of the closing of the Exchange, 1% of our issued and outstanding shares of common stock was approximately 71,622 shares. Rule 144 also permits, under certain circumstances, the sale of securities, without any limitations, by a non-affiliate that has satisfied a one-year holding period. Any substantial sale of common stock pursuant to any resale prospectus or Rule 144 may have an adverse effect on the market price of our common stock by creating an excessive supply.

Following the Exchange, Private Placement and Purchase Right, our Chief Executive Officer and Chairman of the Board exercises significant influence over us.

Our Chief Executive Officer and Chairman of the Board, Zhao Zifeng, will beneficially own or control approximately 53.39% of our outstanding shares as of the close of the Exchange, Private Placement and exercise in full of the Purchase Right. Mr. Zhao has a controlling influence in determining the outcome of any corporate transaction or other matters submitted to our stockholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets, election of directors, and other significant corporate actions. Mr. Zhao may also have the power to prevent or cause a change in control. In addition, without the consent of Mr. Zhao, we could be prevented from entering into transactions that could be beneficial to us. The interests of Mr. Zhao may differ from the interests of our other stockholders.

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If we fail to maintain effective internal controls over financial reporting, the price of our common stock may be adversely affected.

We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely impact our public disclosures regarding our business, financial condition or results of operations. Any failure of these controls could also prevent us from maintaining accurate accounting records and discovering accounting errors and financial frauds. Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 require annual assessment of our internal control over financial reporting, and attestation of this assessment by our independent registered public accountants. The SEC extended the compliance dates for non-accelerated filers, as defined by the SEC. Accordingly, we believe that the annual assessment of our internal controls requirement will first apply to our annual report for the 2008 fiscal year and the attestation requirement of management’s assessment by our independent registered public accountants will first apply to our annual report for the 2009 fiscal year. The standards that must be met for management to assess the internal control over financial reporting as effective are new and complex, and require significant documentation, testing and possible remediation to meet the detailed standards. We may encounter problems or delays in completing activities necessary to make an assessment of our internal control over financial reporting. In addition, the attestation process by our independent registered public accountants is new and we may encounter problems or delays in completing the implementation of any requested improvements and receiving an attestation of our assessment by our independent registered public accountants. If we cannot assess our internal control over financial reporting as effective, or our independent registered public accountants are unable to provide an unqualified attestation report on such assessment, investor confidence and share value may be negatively impacted.

In addition, management’s assessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting, disclosure of management’s assessment of our internal controls over financial reporting, or disclosure of our public accounting firm’s attestation to or report on management’s assessment of our internal controls over financial reporting may have an adverse impact on the price of our common stock.

Because most of our sales are made in U.S. Dollars and most of our expenses are paid in RMB, devaluation of the U.S. Dollar could negatively impact our results of operations.

The value of RMB is subject to changes in China’s governmental policies and to international economic and political developments. In January 1994, the PRC government implemented a unitary managed floating rate system. Under this system, the People’s Bank of China, or PBOC, began publishing a daily base exchange rate with reference primarily to the supply and demand of RMB against the U.S. Dollar and other foreign currencies in the market during the previous day. Authorized banks and financial institutions are allowed to quote buy and sell rates for RMB within a specified band around the central bank’s daily exchange rate. On July 21, 2005, PBOC announced an adjustment of the exchange rate of the U.S. Dollar to RMB from 1:8.27 to 1:8.11 and modified the system by which the exchange rates are determined. This modification has resulted in an approximate 7.3% appreciation of the RMB against the U.S. Dollar from July 21, 2005 to May 2, 2007. While the international reaction to the RMB revaluation has generally been positive, there remains significant international pressure on the PRC government to adopt an even more flexible currency policy, which could result in further fluctuations of the exchange rate of the U.S. Dollar against the RMB, including future devaluations. Because most of our net sales are made in U.S. Dollars and most of our expenses are paid in RMB, any future devaluation of the U.S. Dollar against the RMB could negatively impact our results of operations.

We may not be able to achieve the benefits we expect to result from the Exchange.

On September 22, 2008, we entered into the Exchange Agreement with all of the shareholders and warrantholders of Podium, pursuant to which we agreed to acquire 100% of the issued and outstanding securities of Podium in exchange for shares of our common stock and warrants to purchase our common stock. On October 17, 2008, the Exchange closed, Podium became our 100%-owned subsidiary and our sole business operations became that of Podium and its subsidiaries. We also have a new Board of Directors and management consisting of persons from Podium and Shenzhen Yinlips and changed our corporate name from SRKP 17, Inc. to Yinlips Technology, Inc.

We may not realize the benefits that we hoped to receive as a result of the Exchange, which include:

— access to the capital markets of the United States;

— the increased market liquidity expected to result from exchanging stock in a private company for securities of a public company that may eventually be traded;

— the ability to use registered securities to make acquisition of assets or businesses;

— increased visibility in the financial community;

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— enhanced access to the capital markets;

— improved transparency of operations; and

— perceived credibility and enhanced corporate image of being a publicly traded company.

There can be no assurance that any of the anticipated benefits of the Exchange will be realized in respect to our new business operations. In addition, the attention and effort devoted to achieving the benefits of the Exchange and attending to the obligations of being a public company, such as reporting requirements and securities regulations, could significantly divert management’s attention from other important issues, which could materially and adversely affect our operating results or stock price in the future.

Compliance with changing regulation of corporate governance and public disclosure will result in additional expenses.

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and related SEC regulations, have created uncertainty for public companies and significantly increased the costs and risks associated with accessing the public markets and public reporting. Our management team will need to invest significant management time and financial resources to comply with both existing and evolving standards for public companies, which will lead to increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities.

Our common stock may be considered a “penny stock,” and thereby be subject to additional sale and trading regulations that may make it more difficult to sell.

Our common stock, which is not currently listed or quoted for trading, may be considered to be a “penny stock” if it does not qualify for one of the exemptions from the definition of “penny stock” under Section 3a51-1 of the Securities Exchange Act for 1934, as amended (the “Exchange Act”) once, and if, it starts trading. Our common stock may be a “penny stock” if it meets one or more of the following conditions: (i) the stock trades at a price less than $5.00 per share; (ii) it is NOT traded on a “recognized” national exchange; (iii) it is NOT quoted on the Nasdaq Capital Market, or even if so, has a price less than $5.00 per share; or (iv) is issued by a company that has been in business less than three years with net tangible assets less than $5 million.

The principal result or effect of being designated a “penny stock” is that securities broker-dealers participating in sales of our common stock will be subject to the “penny stock” regulations set forth in Rules 15-2 through 15g-9 promulgated under the Exchange Act. For example, Rule 15g-2 requires broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document at least two business days before effecting any transaction in a penny stock for the investor’s account. Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult and time consuming for holders of our common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise.

We do not foresee paying cash dividends in the foreseeable future and, as a result, our investors’ sole source of gain, if any, will depend on capital appreciation, if any.

We do not plan to declare or pay any cash dividends on our shares of common stock in the foreseeable future and currently intend to retain any future earnings for funding growth. As a result, investors should not rely on an investment in our securities if they require the investment to produce dividend income. Capital appreciation, if any, of our shares may be investors’ sole source of gain for the foreseeable future. Moreover, investors may not be able to resell their shares of the Company at or above the price they paid for them.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The information contained in this report, including in the documents incorporated by reference into this report, includes some statement that are not purely historical and that are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements regarding Yinlips and its management’s expectations, hopes, beliefs, intentions or strategies regarding the future, including Yinlips’ financial condition, results of operations, and the expected impact of the Exchange on the parties’ individual and combined financial performance. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

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The forward-looking statements contained in this report are based on current expectations and beliefs concerning future developments and the potential effects on the parties and the transaction. There can be no assurance that future developments actually affecting us will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the parties’ control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including the following:

· our ability to develop and maintain awareness of our brand;

· our ability to develop and market new products;

· competitive nature of our industry;

· market acceptance of our products;

· compliance and changes in the laws of the PRC that affect our operations;

· continued maintenance of certificates, permits and licenses required to conduct business in China;

· vulnerability of our business to general economic downturn, especially in the PRC; and

· the other factors referenced in this Current Report, including, without limitation, under the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business.”

These risks and uncertainties, along with others, are also described above under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the parties’ assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

ADDITIONAL DISCLOSURE

For additional information that would be required if the Company were filing a general form for registration of securities on Form 10 or Form 10-SB, see Item 2.02 for “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” Item 3.02 for a description of the Company’s securities post-Exchange, Private Placement and Purchase Right and related discussion of market price, and Item 4.01 regarding changes in the Company’s accountant, all incorporated by reference herein. Required disclosure regarding the change in control of the Company, the impact on its directors, executive officers, control persons and related compensation and beneficial ownership issues are addressed in Item 5.01, incorporated by reference herein. Attention is also directed to Item 9.01, which provides Yinlips’ audited financial statements as of and for the period ended December 31, 2007, the unaudited financial statements as of and for the six months ended June 30, 2008, and Podium's unaudited financial statements as of and for the six months ended June 30, 2008.

Item 2.02Results of Operations and Financial Condition.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion relates to a discussion of the financial condition and results of operations of Podium Technology Limited, a British Virgin Islands corporation (referred to herein as “Podium”) and its wholly-owned subsidiary Yinlips Digital Technology (Shenzhen) Co., Ltd. (referred to herein as “Shenzhen Yinlips”). This management’s discussion and analysis of financial condition and results of operations should be read in conjunction with the Company’s financial statements and the related notes, and the other financial information included in this current report.

Forward-Looking Statements

This filing contains forward-looking statements. The words “anticipated,” “believe,” “expect, “plan,” “intend,” “seek,” “estimate,” “project,” “could,” “may,” and similar expressions are intended to identify forward-looking statements. These statements include, among others, information regarding future operations, future capital expenditures, and future net cash flow. Such statements reflect our management’s current views with respect to future events and financial performance and involve risks and uncertainties, including, without limitation, general economic and business conditions, changes in foreign, political, social, and economic conditions, regulatory initiatives and compliance with governmental regulations, the ability to achieve further market penetration and additional customers, and various other matters, many of which are beyond our control. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove to be incorrect, actual results may vary materially and adversely from those anticipated, believed, estimated or otherwise indicated. Consequently, all of the forward-looking statements made in this filing are qualified by these cautionary statements and there can be no assurance of the actual results or developments.

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Overview

Through Shenzhen Yinlips, we engage in the development, production and sales of portable electronic products such as Micro PCs, HD hard disk multimedia players, MP6s, MP5s, MP4s with gaming features, MP3s and digital photo frames. Our digital products have a solid reputation and established brand name in the PRC and abroad.

We sell our products to wholesalers and distributors of electronic products. For export sales and ODM production, we produce based on customer demand and orders. For products with our own brand names, customers generally do not provide us with any long-term commitments. As a result it is necessary for us to estimate, based in part on non-binding estimates by our customers and potential customers, the requirements for our products. In addition, in some instances, we develop products based on anticipated customer demand with no assurance that we will receive the anticipated orders. To the extent that we do not receive the anticipated orders or that our customers require products in greater quantities than anticipated, our revenue and margins will be affected.

A small number of customers account for a very significant percentage of our revenue. For six months ended June 30, 2008, we had nine customers that each accounted for at least 5% of the revenues that we generated. These nine customers accounted for a total of approximately 69.79% of our revenue for that period. During the year ended December 31, 2007, we had three customers that generated revenues of at least 5% of our revenues. These three customers accounted for a total of approximately 18.56% of our revenue for the year ended December 31, 2007. For the year ended December 31, 2006, we had four customers that accounted for at least 5% of revenue, and these four customers accounted for approximately 24.31% of our revenue. Unless we replace a customer, the loss of any of these customers could have a material adverse effect upon our revenue and net income. We have long term supply contracts with stable supply source. This practice reduces our risk on shortage of raw material supply. But any future purchase price fluctuations will affect our production costs and gross margin.

Recent Events

On September 22, 2008, SRKP 17, Inc., a Delaware corporation (“SRKP 17”), entered into a share and warrant exchange agreement (the “Exchange Agreement”), with Podium, its sole shareholder and its warrantholders, pursuant to which the shareholder would transfer all of the issued and outstanding shares of Podium to SRKP 17 in exchange for 65,795 shares of SRKP 17’s common stock and the warrantholders would transfer all of the issued and outstanding warrants of Podium to SRKP 17 in exchange for warrants to purchase 300,000 shares of our common stock at an exercise price of $1.10 per share (the “Exchange”). On October 17, 2008, the Exchange closed and Podium became a wholly-owned subsidiary of SRKP 17, which immediately changed its name to “Yinlips Technology, Inc.” A total of 65,795 shares and 300,000 warrants were issued to the former shareholder and warrantholders of Podium, respectively.

In addition, on October 17, 2008, concurrently with the close of the Exchange, we conducted an initial closing of a private placement transaction (the “Private Placement”). Pursuant to subscription agreements entered into with the investors, we sold an aggregate of 4,482,674 shares of Series A Convertible Preferred Stock at $1.10 per share. As a result, we received gross proceeds in the amount of approximately $4.9 million.

After the Exchange, we intend to offer Zhao Zifeng, our Chief Executive Officer and Chairman of the Board, a thirty (30) day right to purchase up to 6,500,000 shares of our common stock at a per share purchase price of $0.415 (the “Purchase Right”). Each of the shareholders and warrantholders of SRKP 17 prior to the Exchange agreed to cancel 0.91867 shares of common stock and warrants to purchase 0.98943 shares of common stock held by each of them for each one (1) share of common stock purchased by Mr. Zhao pursuant to the Purchase Right (the “SRKP 17 Share and Warrant Cancellation”). Assuming the exercise in full of the Purchase Right, we will cancel an aggregate of 5,971,390 shares of common stock and warrants to purchase 6,431,299 shares of common stock held by certain of our stockholders and warrantholders prior to the Exchange.

Our BVI subsidiary, Podium, was owned by a non-PRC individual. Podium obtained all the equity interests of Shenzhen Yinlips further to an Equity Transfer Agreement dated December 28, 2007 (the “Original Equity Agreement”) by and among Podium, Zhao Zifeng, our Chief Executive Officer and Chairman of the Board, and Zhang Weiqiang. The Original Equity Agreement was amended and restated in September 2008 (the “Restated Equity Agreement”) to increase the total purchase price of the equity interests of Shenzhen Yinlips to RMB 19,200,000.

Following the Exchange, we intend to offer our Chief Executive Officer, Zhao Zifeng, the Purchase Right described above. Assuming the full exercise of the Purchase Right, Mr. Zhao will own approximately 53.39% of our outstanding common stock. See “Risk Factors” beginning on page 13 above for a more complete description of the aforementioned restructuring and risks associated therewith.

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Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations is based upon our financial statements which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities. On an on-going basis, we evaluate our estimates including the allowance for doubtful accounts, the salability and recoverability of inventory, income taxes and contingencies. We base our estimates on historical experience and on other assumptions that we believes to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We cannot predict what future laws and regulations might be passed that could have a material effect on our results of operations. We assess the impact of significant changes in laws and regulations on a regular basis and update the assumptions and estimates used to prepare our financial statements when we deem it necessary.

Revenue recognition. We recognize revenue from the sales of products. Sales are recognized when the following four revenue criteria are met: persuasive evidence of an arrangement exists, delivery has occurred, the selling price is fixed or determinable, and collectivity is reasonably assured. Sales revenue is presented net of value added tax (VAT), sales rebates and returns. No return allowance is made as product returns are insignificant based on historical experience.

Allowance for doubtful accounts. In estimating the collectability of accounts receivable we analyze historical write-offs, changes in our internal credit policies and customer concentrations when evaluating the adequacy of our allowance for doubtful accounts. Differences may result in the amount and timing of expenses for any period if we make different judgments or uses difference estimates. Our accounts receivable represent a significant portion of our current assets and total assets. Our realization on accounts receivable, expressed in terms of United States dollars may be affected by fluctuations in currency rates since the customer’s currency is frequently a currency other than United States dollars.

Inventories. Inventories comprise raw materials and finished goods are stated at the lower of cost or market. Substantially all inventory costs are determined using the weighted average basis. Costs of finished goods include direct labor, direct materials, and production overhead before the goods are ready for sale. Inventory costs do not exceed net realizable value.

Taxation. Under the tax laws of PRC, Shenzhen Yinlips has had tax advantages granted by local government for corporate income taxes and sales taxes commencing from the establishment of the Company.As a manufacturing enterprise established in Shenzhen, PRC, the Company was entitled to a preferential Enterprise Income Tax (”EIT”) rate, 15%. On March 16, 2007, the National People’s Congress of China enacted a new PRC Enterprise Income Tax Law, under which foreign invested enterprises and domestic companies will be subject to enterprise income tax at a uniform rate of 25%. The new law became effective on January 1, 2008. Since 2008, the local government has increased the EIT rate from 15% to 18%. During the transition period for enterprises established before March 16, the tax rate will be gradually increased starting in 2008 and be equal to the new tax rate in 2012. We believe that our profitability will be negatively affected in the near future as a result of the new EIT Law.

Recently Issued Accounting Pronouncements

On December 4, 2007, the FASB issued SFAS No. 160, Noncontrolling interest in Consolidated Financial Statements (SFAS No. 160). SFAS No. 160 requires all entities to report noncontrolling (minority) interests in subsidiaries as equity in the consolidated financial statements. The statement establishes a single method of accounting for changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation and expands disclosures in the consolidated financial statements. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. We have not yet determined the impact of the adoption of SFAS No. 160 on our consolidated financial statements and footnote disclosures.

On December 4, 2007, the FASB issued SFAS No. 141R, Business Combinations (SFAS No. 141R). SFAS No. 141R requires the acquiring entity in a business combination to recognize all the assets acquired and liabilities assumed, establishes the acquisition date fair value as the measurement objective for all assets acquired and liabilities assumed, and requires the acquirer to expand disclosures about the nature and financial effect of the business combination. SFAS No. 141R is effective for 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. We have adopted SFAS No. 141R on our consolidated financial statements and footnote disclosures.

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In March 2008, the FASB issued SFAS 161, “Disclosures about Derivative Instruments and Hedging Activities”. The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. We are currently evaluating the impact of adopting SFAS 161 on its consolidated financial statements.

Recently Adopted Accounting Pronouncements

In July 2006, the FASB issued FASB Interpretation (“FIN”) No. 48, “Accounting for Uncertainty in Income Taxes,” which prescribes a comprehensive model for how a company should recognize, measure, present and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on a tax return (including a decision whether to file or not to file a return in a particular jurisdiction). The accounting provisions of FIN No. 48 are effective for fiscal years beginning after December 15, 2006. The adoption of this Interpretation had no impact on our financial position or results of operations.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS 157"). SFAS 157 defines fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. In February 2008, the FASB issued FASB Staff Position 157-1, "Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13" ("FSP 157-1") and FASB Staff Position 157-2, "Effective Date of FASB Statement No. 157" ("FSP 157-2"). FSP 157-1 amends SFAS 157 to remove certain leasing transactions from its scope. FSP 157-2 delays the effective date of SFAS 157 for all non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), until fiscal years beginning after November 15, 2008. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company adopted SFAS 157 effective January 1, 2008 for all financial assets and liabilities as required. The adoption of SFAS 157 was not material to our financial statements or results of operations.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115,” (“SFAS 159”) which is effective for fiscal years beginning after November 15, 2007. SFAS 159 is an elective standard which permits an entity to choose to measure many financial instruments and certain other items at fair value at specified election dates. Subsequent unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings. We have not elected the fair value option for any assets or liabilities under SFAS 159.

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Results of Operations

The following table sets forth information from our statements of operations for the six months ended June 30, 2008 and 2007 and years ended December 31, 2007 and 2006:

	For Six Months Ended						For the Year Ended
	June 30,						December 31,
	2008			2007			2007			2006
	(Unaudited)			(Unaudited)
Revenue
Sales	$	12,319,811		$	9,272,741		$	21,304,717		$	14,136,570
Cost of goods sold		(9,621,007	)		(7,545,034	)		(16,883,580	)		(11,630,350	)
Gross Profit		2,698,805			1,727,706			4,421,137			2,506,220
Selling expenses		325,819			212,496			490,951			372,662
Other general and administrative		317,540			73,843			275,893			141,942
Research and development		470,297			424,851			867,903			236,041
Depreciation of property, plant and equipment		37,435			29,457			27,469			31,768
Total operating expenses		1,151,090			740,648			1,662,216			782,413
Income from operations		1,547,715			987,059			2,758,921			1,723,807
Other income (expenses)
Interest income (expense), net		725			1,270			55			(229	)
Penalty on renovation contract		(42,552	)
Write-down of obsolete inventory		-						-			(60,294	)
Other income (expense), net		36			139			2,344			1,783
Total other income (expenses)		(41,791	)		1,410			2,399			(58,740	)
Income before income taxes		1,505,924			988,468			2,761,320			1,665,067
Income taxes		(276,625	)		(148,270	)		(411,155	)		(249,760	)
Net income		1,229,299			840,198			2,350165			1,415,307
Other Comprehensive Income:
Foreign currency translation adjustment		351,457			69,638			254,858			58,306
Comprehensive Income	$	1,580,756		$	909,836		$	2,605,023		$	1,473,613

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Six months ended June 30, 2008 and 2007

Revenues, which consist of sales of our products, were $12,319,811 for six months ended June 30, 2008, an increase of $3,047,070, or 32.86%, compared to $9,272,741 for the same period in 2007. The increase in revenue was attributed mainly to the increased demand for our products, which we believe is a result of our market expansion efforts. The increase of revenue was also due to the new sales of MP4 and MP5, as well as price increases of some of our products. We believe the increases in sales revenue and volume are a result of our emphasis on brand promotion and utilizing our sales channels to continually increase our market share.

In the past, we have relied on sales to original equipment manufacturers (ODMs) for a significant portion of our revenues. ODM sales accounted for 60% of our revenues for the six months ended June 30, 3008 and sales of products with our own brand accounted for 40% of our revenues for the same period. We have increased our focus on and investment of resources in sales of our own brand which we believe will help decrease any reliance on ODM sales.

Cost of sales, which include raw material, labor and manufacturing overhead, were $9,621,007 for six months ended June 30, 2008, an increase of $2,075,973, or 27.51%, compared to $7,545,034 for the same period in 2007. This increase in cost of sales was caused by an increase in sales and was consistent with the increase in revenues. As a percentage of revenues, cost of sales for the six months ended June 30, 2008 and 2007 were 81.37% and 78.09%, respectively.

Gross profit for the six months ended June 30, 2008 was $2,698,805, or 21.91% of revenues, compared to $1,727,706, or 18.63% of revenues, for the comparable period in 2007. Management considers gross profit to be a key performance indicator in managing our business. Gross profit margins are a factor of cost of sales, product mix and product demand. The increase in our gross profit margin for the six months ended June 30, 2008 is primarily due to the decrease in the price of raw materials and the increase in sales of our new products.

Various factors may impact our company’s performance in different ways. For example, the average selling price for certain of our existing products, such as MP3 players, is declining. By upgrading our products, adding functionality, and improving technological specifications, we can increase the value of such products and the resulting product price. This can help compensate for losses associated with decreasing prices for products with simple functions and can help increase our revenue and gross profit.

Also, gross profits and sales of more sophisticated products such as Micro PCs, HP hard disk multimedia players, MP6s and MP5s are currently higher due to higher price command for these products. As our sales mix shifts towards increasing sales of products such as these, our gross margins and profitability should be positively affected.

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Selling expenses, which mainly include marketing, shipping, insurance, wage and other expenses, were $325,819 for six months ended June 30, 2008, an increase of $113,323, or 53.33%, compared to $212,496 for the same period in 2007. The increase was primarily due to the increase of advertising expenses and sales commissions.

Research and development expenses, which were approximately $470,297 for the six months ended June 30, 2008, an increase of approximately $45,446, or 10.70%, compared to $424,851 million for the same period in 2007. The increase was primarily due to the development of new products. We expect research and development expenses to increase as a result of increasing efforts to develop more sophisticated technology products.

General and administrative expenses, which include wage, benefit, bad debts, utility, consulting, professional fees, various taxes and levies and other expenses, were $317,540 for six months ended June 30, 2008, an increase of $243,697, or 330.02%, compared to $73,843 for the same period in 2007. The increase was primarily a result of an increase in professional service fees and wages. We expect our general and administrative expenses to increase as a result of professional fees incurred as a result of being a publicly reporting company in the United States.

We do not have loans and therefore, we do not pay any interest.

Income tax provisions for the six months ended June 30, 2008 were approximately $276,625, as compared to approximately $148,270 for the six months ended June 30, 2007. Shenzhen Yinlips is registered in the PRC and has had tax advantages granted by local government for corporate income taxes and sales taxes commencing in 2001. Our effective income tax rates for the six months ended June 30, 2008 and June 30, 2007 were 15% and 18%, respectively. On March 16, 2007, the National People’s Congress of China enacted a new PRC Enterprise Income Tax Law, under which foreign invested enterprises and domestic companies will be subject to an enterprise income tax at a uniform rate of 25%. The new law became effective on January 1, 2008. During the transition period for enterprises established before March 16, the tax rate will be gradually increased starting in 2008 and be equal to the new tax rate in 2012. We believe that our profitability will be negatively affected in the near future as a result of the new EIT Law.

We had net income of $1,229,299 for the six months ended June 30, 2008, an increase of $389,101, or 46.31%, compared to $840,198 for the same period in 2007.

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Years ended December 31, 2007 and 2006

Revenues were $21.3 million for the year ended December 31, 2007, an increase of $7.2 million, or 50.71%, compared to $14.1 million for the year ended December 31, 2006. The increase in revenue was attributed mainly due to the increased demand for our products, which we believe is a result of market expansion efforts. The increase of revenue was also due to an increase of sales of new MP4 players. We believe the increases in sales revenue are a result of our emphasis on brand promotion and utilizing our sales channels to continually increase our market share.

ODM sales accounted for 60% of our revenues for the year ended December 31, 2007 and sales of products with our own brand accounted for 40% of our revenues for the same period.

Cost of sales was $16.9 million for the year ended December 31, 2007, an increase of $5.2 million, or 44.44%, compared to $11.7 million for the year ended December 31, 2006. The increase was primarily a result of the increase in sales and was consistent with the increase in the net revenue. As a percentage of the net revenue, cost of sales for the years ended December 31, 2007 and 2006 were 79.25% and 82.70%, respectively.

Gross profit for the year ended December 31, 2007 was $4.4 million, or 20.75% of revenues, compared to $2.5 million, or 17.73% of revenues, for the year ended December 31, 2006. The increase in our gross profit margin for the year ended December 31, 2007 was primarily due to the increased sales of our new products.

Selling expenses were $490,951 for the year ended December 31, 2007, an increase of $118,289, or 31.74%, compared to $372,662 for the year ended December 31, 2006. The increase in selling expenses was attributable to an increase in wages and sales commissions.

Research and development expenses were approximately $867,903 for the year ended December 31, 2007, an increase of approximately $631,862, or 267.69%, compared to approximately $236,041 for the year ended December 31, 2006. The increase was due to the development of updated versions of the MP4 player.

General and administrative expenses were $275,893 for the year ended December 31, 2007, an increase of $133,951, or 94.37%, compared to $141,942 for the year ended December 31, 2006. The increase is mainly due to an increase in wages and professional service fees.

We do not have loans and therefore, we do not pay any interest. We have $2,344 in interest income from bank deposits for the year ended December 31, 2007 as compared to $1,783 for the year ended December 31, 2006.

For the year ended December 31, 2007, we recorded a provision for income taxes of $411,155, compared to a credit for income taxes of $249,760 for the same period in 2006. The increase is mainly due to the increase of sales revenue and profit. The tax rate for each of the years ended December 31, 2007 and 2006 was 15%.

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Net income was $2,350,165 for the year ended December 31, 2007, an increase of $934,858, or 66.05%, compared to $1,415,307 for the year ended December 31, 2006.

Liquidity and Capital Resources

We had working capital of approximately $4,952,354, $1,721,996, $3,374,135 and $926,564 as at June 30, 2008 and 2007 and as of December 31, 2007 and 2006, respectively. The increase of working capital was largely caused by the increase in accounts receivable and inventory.

Our accounts receivable has been an increasingly significant portion of our current assets, representing $4,551,540, $1,871,676, $2,020,275 and $1,479,870, or 56.19%, 51.72%, 39.19%, and 60.19% of current assets, as at June 30, 2008 and 2007 and as of December 31, 2007 and 2006, respectively. If customers responsible for a significant amount of accounts receivable were to become insolvent or otherwise unable to pay for our products, or to make payments in a timely manner, our liquidity and results of operations could be materially adversely affected. An economic or industry downturn could materially adversely affect the servicing of these accounts receivable, which could result in longer payment cycles, increased collections costs and defaults in excess of management’s expectations. A significant deterioration in our ability to collect on accounts receivable could affect our cash flow and working capital position and could also impact the cost or availability of financing available to us.

We provide our major customers with payment terms ranging from 30 to 90 days. Additionally, our production lead time is approximately three weeks, from the inspection of incoming materials, to production, testing and packaging. We need to keep a large supply of raw materials and work in process and finished goods inventory on hand to ensure timely delivery of our products to our customers. We typically offer certain of our customers 30 to 90 days credit terms for payment. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. Allowance for doubtful accounts is based on our assessment of the collectability of specific customer accounts, the aging of accounts receivable, our history of bad debts, and the general condition of the industry. If a major customer’s credit worthiness deteriorates, or our customers’ actual defaults exceed historical experience, our estimates could change and impact our reported results. We have not experienced any significant amount of bad debt since the inception of our operation.

As of June 30, 2008, inventories amounted to $1,949,088, compared to $1,165,615 at June 30, 2007. As of December 31, 2007, inventories amounted to $1,622,372, compared to $955,021 as of December 31, 2006. As sales volume increases 32.86% semi-annually in 2008 and 50% annually in 2007, inventories increase accordingly. We keep certain reserve amounts of raw materials in our inventories and engage in long-term agreements with certain suppliers to assure minimum additional expense from any condition of rising prices and shortages of raw materials used to manufacture our products.

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As of June 30, 2008, accounts receivable amounted to $4,551,540, compared to $ 1,871,676 at June 30, 2007. As of December 31, 2007, accounts receivable amounted to $2,020,275, compared to $1,479,870 as of December 31, 2006. As our sales volume increases, accounts receivable increases accordingly.

As of June 30, 2008, accounts payable and accrued liabilities amounted to $ 2,134,677, compared to $1,535,518 at June 30, 2007. As of December 31, 2007, accounts payable and accrued liabilities amounted to $1,120,591, compared to $ 1,097,725 as of December 31, 2006. The increase in accounts payable and accrued liabilities is due to the increase in payables to the suppliers.

As of June 30, 2008, various taxes payable amounted to $140,688, compared to negative $138 at June 30, 2007. As of December 31, 2007, various taxes payable amounted to $81,277, compared to $55,835 as of December 31, 2006. The increase in various taxes payable is due to the increase in our income.

As of June 30, 2008, wages payable amounted to $471,260, compared to $241,276 at June 30, 2007. As of December 31, 2007, wages payable amounted to $368,594, compared to $184,175 as of December 31, 2006. The increase in wages payable is due to the increase in workforce and wage levels.

As of June 30, 2008, corporate taxes payable amounted to $211,666, compared to negative $ 110,866 at June 30, 2007. As of December 31, 2007, corporate taxes payable amounted to $195,041, compared to $184,511 as of December 31, 2006. The increase in corporate taxes payable is due to the increase in our income.

On October 17, 2008, upon an initial closing of a private placement, we received gross proceeds of approximately $4.9 million in a private placement transaction (the “Private Placement”). Pursuant to subscription agreements entered into with the investors, we sold an aggregate of 4,482,674 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) at $1.10 per share. We agreed to file a registration statement covering the common stock underlying the Series A Preferred Stock sold in the Private Placement within 60 days of the closing of the Exchange pursuant to the subscription agreement with each investor. For its services as placement agent, the placement agent received an aggregate commission equal to 9% of the gross proceeds from the financing, in addition to a $90,000 success fee for the Exchange, for an aggregate fee of $540,000.

We are required to contribute a portion of our employees’ total salaries to the Chinese government’s social insurance funds, including pension insurance, medical insurance, unemployment insurance, and job injuries insurance, and maternity insurance, in accordance with relevant regulations. Total contributions to the funds are approximately $6,400 and $4,700 for the years ended December 31, 2007 and 2006, respectively. We expect that the amount of our contribution to the government’s social insurance funds will increase in the future as we expand our workforce and operations and commence contributions to an employee housing fund.

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The ability of Shenzhen Yinlips to pay dividends may be restricted due to the foreign exchange control policies and availability of cash balance. A majority of our revenue being earned and currency received are denominated in RMB, which is subject to the exchange control regulation in China, and, as a result, we may be unable to distribute any dividends outside of China due to PRC exchange control regulations that restrict our ability to convert RMB into US Dollars. Accordingly, Shenzhen Yinlips’ funds may not be readily available to us to satisfy obligations which have been incurred outside the PRC, which could adversely affect our business and prospects or our ability to meet our cash obligations.

Net cash used in operating activities was $352,341 for the six months ended June 30, 2008, compared to net cash provided by operations of $106,774 for the six months ended June 30, 2007. The $245,567 increase was primarily due to an increase of accounts receivable and inventory. Net cash used in operating activities was $48,314 for the year ended December 31, 2007, compared to net cash provided by operations of $891,120 for the year ended December 31, 2006. The $842,807 decrease was primarily due to the refundable purchase price paid which was advanced for a business cooperation.

Net cash used in investing activities amounted to approximately $1,795 for the six months ended June 30, 2008, compared to net cash used in investing activities of $145,978 for the six months ended June 30, 2007. The change was due to the decrease of purchasing of property and equipment. Net cash used in investing activities amounted to approximately $209,275 for the year ended December 31, 2007, compared to net cash used in investing activities of $906,717 for the year ended December 31, 2006. The change was due to the decrease of purchasing of property and equipment.

Net cash provided by financing activities amounted to $173,727 for the six months ended June 30, 2008, compared to net cash used by financing activities of $7,913 for the six months ended June 30, 2007. The increase of cash provided was primarily a result of an increase of dues to our parent company, Podium, who paid the auditing fees for Yinlips. Net cash used by financing activities amounted to $7,913 for the year ended December 31, 2007, compared to net cash used in financing activities of $2,518 for the year ended December 31, 2006. The increase of cash used was primarily a result of payments due to employees.

Our ability to maintain sufficient liquidity depends partially on our ability to achieve anticipated levels of revenue, while continuing to control costs. If we did not have sufficient available cash, we would have to seek additional debt or equity financing through other external sources, which may not be available on acceptable terms, or at all. Failure to maintain financing arrangements on acceptable terms would have a material adverse effect on our business, results of operations and financial condition.

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Seasonality

Sales of our products are somewhat seasonal due to consumer spending patterns, which tend to result in significantly stronger sales in our third and fourth fiscal quarters, especially as a result of the holiday season. This pattern will probably not change significantly in the future. Although we believe that the seasonality of our business is based primarily on the timing of consumer demand for our products, fluctuations in operating results can also result from other factors affecting us and our competitors, including new product developments or introductions, availability of products for resale, competitive pricing pressures, changes in product mix, pricing and product reviews and other media coverage.

Off-Balance Sheet Arrangements

We have no material off-balance sheet transactions.

Item 3.02Unregistered Sales of Equity Securities.

On May 30, 2008, prior to the closing of the Exchange, Podium received gross proceeds of $600,000 in a bridge financing transaction (the “Bridge Financing”), in which it issued two promissory notes in an aggregate principal amount of $600,000, bearing interest at a rate of 12% per year, the form of which is attached hereto as Exhibit 10.2 (the “Bridge Notes”). Pursuant to the terms of the Note and Warrant Purchase Agreement entered into with Triple Growth China LP and Midsouth Investor Fund LP, attached hereto as Exhibit 10.1, Podium also issued the lenders five-year warrants to purchase an aggregate of 300,000 shares of Podium common stock (the “Bridge Warrants”), the form of which is attached hereto as Exhibit 10.3. The exercise price for the shares underlying each Bridge Warrant is $1.10. Podium used the proceeds of the Bridge Financing for general corporate purposes, including working capital. The securities were offered and issued in reliance upon an exemption from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder. The investors qualified as accredited investors (as defined by Rule 501 under the Securities Act of 1933, as amended).

On October 17, 2008, pursuant to the terms of the Exchange Agreement entered into by and among SRKP 17, Inc. (“SRKP 17”), Podium Technology Limited, a British Virgin Islands corporation (“Podium”), and the sole shareholder and the warrantholders of Podium (as described in Item 2.01 above), SRKP 17 issued 65,795 shares of common stock to the shareholder of Podium in exchange for all of the issued and outstanding shares of Podium and warrants to purchase 300,000 shares of common stock at an exercise price of $1.10 per share to the warrantholders of Podium in exchange for all of the issued and outstanding warrants of Podium. The securities were offered and issued in reliance upon an exemption from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder. The shareholder and warrantholders of Podium qualified as accredited investors (as defined by Rule 501 under the Securities Act of 1933, as amended).

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On October 17, 2008, we conducted an initial closing of a private placement (the “Private Placement”). We received gross proceeds of approximately $4.9 million in a private placement transaction. Pursuant to subscription agreements entered into with the investors, we sold an aggregate of 4,482,674 shares of Series A Convertible Preferred Stock at a price of $1.10 per share. The securities were offered and sold to investors in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder. Each of the persons and/or entities receiving our securities qualified as an accredited investor (as defined by Rule 501 under the Securities Act of 1933, as amended).

The placement agent earned a placement fee equal to 9% of the funds placed in the Private Placement, in addition to a success fee of $90,000, for an aggregate fee of $540,000.

This current report is not an offer of securities for sale. Any securities sold in the private placement have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States unless registered under the Securities Act of 1933, as amended, or pursuant to an exemption from registration.

On January 3, 2007, SRKP 17 issued 7,096,390 shares of common stock for an aggregate cash consideration of $5,000 and warrants to purchase 7,096,390 shares of common stock at an exercise price of $0.0001 per share for an aggregate cash consideration of $2,500. SRKP 17 sold these shares of common stock and warrants under the exemption from registration provided by Section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. Upon the full exercise of the Purchase Right, the shareholders of SRKP 17 agreed to the cancellation of an aggregate of 5,971,390 shares of common stock and warrants to purchase 6,431,299 shares of common stock held by them.

POST-EXCHANGE, PRIVATE PLACEMENT AND PURCHASE RIGHT DESCRIPTION OF SECURITIES

Common Stock

We are authorized to issue 100,000,000 shares of common stock, $0.0001 par value per share, of which 7,690,795 shares are issued and outstanding as of the close of the Exchange, Private Placement and Purchase Right. Each outstanding share of common stock is entitled to one vote, either in person or by proxy, on all matters that may be voted upon by their holders at meetings of the stockholders.

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Holders of our common stock:

(i) have equal ratable rights to dividends from funds legally available therefore, if declared by our Board of Directors;

(ii) are entitled to share ratably in all of the Company’s assets available for distribution to holders of common stock upon our liquidation, dissolution or winding up;

(iii) do not have preemptive, subscription or conversion rights or redemption or sinking fund provisions; and

(iv) are entitled to one non-cumulative vote per share on all matters on which stockholders may vote at all meetings of our stockholders.

The holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than fifty percent (50%) of outstanding shares voting for the election of directors can elect all of our directors if they so choose and, in such event, the holders of the remaining shares will not be able to elect any of our directors.

At the completion of the Exchange, Private Placement and Purchase Right, our Chief Executive Officer and Chairman of the Board, Zhao Zifeng, will own approximately 53.39% of the outstanding shares of our common stock. Accordingly, after completion of the Exchange, Private Placement and Purchase Right, Mr. Zhao will be in a position to control all of our affairs.

Preferred Stock

We may issue up to 10,000,000 shares of our preferred stock, par value $0.0001 per share, from time to time in one or more series. Upon completion of the initial closing of the Private Placement, we have issued 4,482,674 shares of our Series A Convertible Preferred Stock. Our Board of Directors, without further approval of our stockholders, is authorized to fix the dividend rights and terms, conversion rights, voting rights, redemption rights, liquidation preferences and other rights and restrictions relating to any series. Issuances of shares of preferred stock, while providing flexibility in connection with possible financings, acquisitions and other corporate purposes, could, among other things, adversely affect the voting power of the holders of our common stock and prior series of preferred stock then outstanding.

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Each share of the Series A Convertible Preferred Stock is convertible into shares of common stock at a conversion price equal to the purchase price of such shares. However, if the Company at any time prior to the first trading day on which its common stock is quoted on the American Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market or the New York Stock Exchange (each a “Trading Market”) sells or issues any shares of common stock in one or a series of transactions at an effective price less than such conversion price where the aggregate gross proceeds to the Company are at least $1.0 million, then the aforementioned conversion price shall be reduced to such effective price. Each share of Series A Convertible Preferred Stock shall automatically convert into shares of common stock if (i) the closing price of the Company’s common stock on the Trading Market for any 10 consecutive trading day period exceeds $3.00 per share, and (ii) the shares of common stock underlying the Series A Convertible Preferred Stock are subject to an effective registration statement.

If the Company pays a stock dividend on its shares of common stock, subdivides outstanding shares of common stock into a larger number of shares, combines, through a reverse stock split, outstanding shares of its common stock into a smaller number of shares or issues, in the event of a reclassification of shares of the common stock, any shares of its capital stock, then the conversion price of the Series A Convertible Preferred Stock will be adjusted as follows: the conversion price will be multiplied by a fraction, of which (i) the numerator will be the number of shares of common stock outstanding immediately before one of the events described above and (ii) the denominator will be the number of shares of common stock outstanding immediately after such event.

Holder of the Series A Convertible Preferred Stock have the right to one vote per share of common stock issuable upon conversion of the shares underlying any shares of Preferred Stock outstanding as of the record date for purposes of determining which holders have the right to vote with respect to any matters brought to a vote before the Company’s holders of common stock.

In the event of any liquidation, dissolution or winding up of the Company, the holders of the Series A Convertible Preferred Stock shall receive $1.10 per share of Series A Convertible Preferred Stock and are entitled to receive in preference to the holders of common stock an amount per share of $1.10 plus any accrued but unpaid dividends. If the Company’s assets are insufficient to pay the above amounts in full, then all of its assets will be ratably distributed among the holders of the Series A Convertible Preferred Stock in accordance with the respective amounts that would be payable on such shares if all amounts payable were paid in full.

There are no additional specific dividend rights or redemption rights of holders of the Series A Convertible Preferred Stock.

If any shares of the Company’s Series A Convertible Preferred Stock are redeemed or converted, those shares will resume the status of authorized but unissued shares of preferred stock and will no longer be designated as Series A Convertible Preferred Stock.

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As long as any shares of Series A Convertible Preferred Stock are outstanding, the Company cannot alter or adversely change the powers, preference or rights given to the Series A Convertible Preferred Stock holders, without the affirmative vote of those holders.

A copy of the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock is attached hereto as Exhibit 3.3.

Warrants

Prior to the Exchange, Private Placement and Purchase Right, the shareholders of SRKP 17 held an aggregate of 7,096,390 warrants to purchase shares of our common stock, and an aggregate of 6,431,299 warrants will be cancelled in conjunction with the full exercise of the Purchase Right. Upon the full exercise of the Purchase Right, the shareholders will hold an aggregate of 665,091 warrants with an exercise price of $0.0001 and 300,000 warrants with an exercise price of $1.10.

MARKET PRICE OF THE COMPANY’S COMMON STOCK

The shares of our common stock are not currently listed or quoted for trading on any national securities exchange or national quotation system. We intend to apply for the listing of our common stock on the American Stock Exchange. If and when our common stock is listed or quoted for trading, the price of our common stock will likely fluctuate in the future. The stock market in general has experienced extreme stock price fluctuations in the past few years. In some cases, these fluctuations have been unrelated to the operating performance of the affected companies. Many companies have experienced dramatic volatility in the market prices of their common stock. We believe that a number of factors, both within and outside our control, could cause the price of our common stock to fluctuate, perhaps substantially. Factors such as the following could have a significant adverse impact on the market price of our common stock:

· Our ability to obtain additional financing and, if available, the terms and conditions of the financing;

· Our financial position and results of operations;

· Concern as to, or other evidence of, the reliability and safety of our products and services or our competitors’ products and services;

· Announcements of innovations or new products or services by us or our competitors;

· U.S. federal and state governmental regulatory actions and the impact of such requirements on our business;

· The development of litigation against us;

· Period-to-period fluctuations in our operating results;

· Changes in estimates of our performance by any securities analysts;

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· The issuance of new equity securities pursuant to a future offering or acquisition;

· Changes in interest rates;

· Competitive developments, including announcements by competitors of new products or services or significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;

· Investor perceptions of us; and

· General economic and other national conditions.

DELAWARE ANTI-TAKEOVER LAW AND CHARTER AND BYLAW PROVISIONS

We are subject to Section 203 of the Delaware General Corporation Law. This provision generally prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years following the date the stockholder became an interested stockholder, unless:

· prior to such date, the Board of Directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

· upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned by persons who are directors and also officers and by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

· on or subsequent to such date, the business combination is approved by the Board of Directors and authorized at an annual meeting or special meeting of stockholders and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.

Section 203 defines a business combination to include:

· any merger or consolidation involving the corporation and the interested stockholder;

· any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;

· subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

· any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or

· the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

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In general, Section 203 defines an “interested stockholder” as any entity or person beneficially owning 15% or more of the outstanding voting stock of a corporation, or an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of a corporation at any time within three years prior to the time of determination of interested stockholder status; and any entity or person affiliated with or controlling or controlled by such entity or person.

Our certificate of incorporation and bylaws contain provisions that could have the effect of discouraging potential acquisition proposals or making a tender offer or delaying or preventing a change in control of our company, including changes a stockholder might consider favorable. In particular, our certificate of incorporation and bylaws, as applicable, among other things, will:

· provide our board of directors with the ability to alter its bylaws without stockholder approval;

· provide for an advance notice procedure with regard to the nomination of candidates for election as directors and with regard to business to be brought before a meeting of stockholders; and

· provide that vacancies on our board of directors may be filled by a majority of directors in office, although less than a quorum.

Such provisions may have the effect of discouraging a third-party from acquiring us, even if doing so would be beneficial to our stockholders. These provisions are intended to enhance the likelihood of continuity and stability in the composition of our board of directors and in the policies formulated by them, and to discourage some types of transactions that may involve an actual or threatened change in control of our company. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal and to discourage some tactics that may be used in proxy fights. We believe that the benefits of increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure our company outweigh the disadvantages of discouraging such proposals because, among other things, negotiation of such proposals could result in an improvement of their terms.

However, these provisions could have the effect of discouraging others from making tender offers for our shares that could result from actual or rumored takeover attempts. These provisions also may have the effect of preventing changes in our management.

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Item 4.01Changes in Registrant’s Certifying Accountant.

On October 17, 2008, the Company dismissed AJ. Robbins, PC (“AJ Robbins”) as its independent registered public accounting firm following the change in control of the Company on the closing of the Exchange. The Company engaged AJ Robbins to audit its financial statements for the year ended December 31, 2007. The decision to change accountants was approved and ratified by the Company’s Board of Directors. The report of AJ Robbins on the financial statements of the Company for the fiscal year ended December 31, 2007 did not contain any adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principle, except for an explanatory paragraph relative to the Company’s ability to continue as a going concern. Additionally, during the Company’s two most recent fiscal years and any subsequent interim period, there were no disagreements with AJ Robbins on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.

While AJ Robbins was engaged by the Company, there were no disagreements with AJ Robbins on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure with respect to the Company, which disagreements if not resolved to the satisfaction of AJ Robbins would have caused it to make reference to the subject matter of the disagreements in connection with its report on the Company’s financial statements for the fiscal year ended December 31, 2007.

The Company provided AJ Robbins with a copy of the disclosures to be included in Item 4.01 of this Current Report on Form 8-K and requested that AJ Robbins furnish the Company with a letter addressed to the Commission stating whether or not AJ Robbins agrees with the foregoing statements. A copy of the letter from AJ Robbins to the Commission, dated October 21, 2008, is attached as Exhibit 16.1 to this Current Report on Form 8-K.

The Company engaged Kempisty & Company (“Kempisty”) as the Company’s independent registered public accounting firm as of October 17, 2008. Kempisty served as Podium’s independent registered certified public accountants for the fiscal year ended December 31, 2007.

Item 5.01 Changes in Control of Registrant.

OVERVIEW

On September 22, 2008, SRKP 17, Inc. (“SRKP 17”) entered into a share and warrant exchange agreement with Podium Technology Limited, a company organized under the laws of the British Virgin Islands (“Podium”), and the Podium shareholders and warrantholders. Pursuant to the share and warrant exchange agreement (the “Exchange Agreement”), SRKP 17 issued an aggregate of 65,795 shares of its common stock to the Podium shareholder in exchange for all of the issued and outstanding shares of Podium and warrants to purchase an aggregate of 300,000 shares of its common stock at an exercise price of $1.10 per share to the Podium warrantholders in exchange for all of the issued and outstanding warrants of Podium (the “Exchange”). The Exchange closed on October 17, 2008. Upon the closing of the Exchange, SRKP 17 (i) became the 100% parent of Podium, (ii) assumed the operations of Podium and (iii) changed its name from SRKP 17, Inc. to Yinlips Technology, Inc.

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On October 17, 2008, concurrently with the close of the Exchange, we conducted an initial closing of a private placement transaction (the “Private Placement”). We received gross proceeds of approximately $4.9 million in the Private Placement. Pursuant to subscription agreements entered into with the investors, we sold an aggregate of 4,482,674 shares of our Series A Convertible Preferred Stock (the “Series A Preferred Stock”) at a price of $1.10 per share. We agreed to file a registration statement covering the common stock underlying the Series A Preferred Stock sold in the private placement within 60 days of the closing of the Exchange pursuant to the subscription agreement with each investor.

After the Exchange, we intend to offer Zhao Zifeng, our Chief Executive Officer and Chairman of the Board, a thirty (30) day right to purchase up to 6,500,000 shares of our common stock at a per share purchase price of $0.415 (the “Purchase Right”). Each of the shareholders and warrantholders of SRKP 17 prior to the Exchange agreed to cancel 0.91867 shares of common stock and warrants to purchase 0.98943 shares of common stock held by each of them for each one (1) share of common stock purchased by Mr. Zhao pursuant to the Purchase Right (the “SRKP 17 Share and Warrant Cancellation”). Assuming the exercise in full of the Purchase Right, we will cancel an aggregate of 5,971,390 shares of common stock and warrants to purchase 6,431,299 shares of common stock held by certain of our stockholders and warrantholders prior to the Exchange.

Immediately following the closing of the Exchange, Private Placement and Purchase Right, Mr. Zhao Zifeng will beneficially own approximately 53.39% of our issued and outstanding common stock, the pre-existing shareholders of SRKP 17 will own approximately 9.24% and investors in the Private Placement that closed concurrently with the Exchange (assuming full conversion of the maximum number of shares of the Series A Preferred Stock) will own 36.82%. We issued no fractional shares in connection with the Exchange.

Pursuant to the terms of the Exchange, we agreed to register a total of 1,125,000 shares of common stock and 665,091 shares of common stock issuable upon the exercise of outstanding warrants held by stockholders of SRKP 17 immediately prior to the Exchange. Of these shares, 229,613 shares of common stock and 135,745 shares of common stock underlying warrants would be covered by the registration statement filed in connection with the Private Placement and 895,387 shares of common stock and 529,346 shares of common stock underlying warrants will be included in a subsequent registration statement filed by us within 10 days after the end of the six-month period that immediately follows the date on which we file the registration statement to register the shares issued in the Private Placement.

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The shares of our common stock are not currently listed or quoted for trading on any national securities exchange or national quotation system. We intend to apply for the listing of its common stock on the American Stock Exchange.

The shares of our common stock and warrants to purchase shares of our common stock issued to the shareholders and warrantholders of Podium, respectively, in connection with the Exchange were not registered under the Securities Act of 1933, as amended (the “Securities Act”) and, as a result, are “restricted securities” that may not be offered or sold in the United States absent registration or an applicable exemption from registration.

We intend to carry on the business of Yinlips. Our relocated executive offices are at Room 2929-31, NanGuang JieJia Building, No. 3037 Shen South-mid Road, FuTian District, ShenZhen, GuangDong, China.

For accounting purposes, the acquisition was accounted for using the purchase method of accounting in accordance with SFAS 141R, Business Combinations. A change of control of our company shall occur upon the full exercise of the Purchase Right by our Chief Executive Officer and Chairman of the Board, Mr. Zhao Zifeng.

At the consummation of the Exchange, SRKP 17’s board of directors immediately prior to the Exchange, which consisted of Richard A. Rappaport and Anthony C. Pintsopoulos, appointed Zhao Zifeng, Wong Kwok Fu, Lawrence Kwok-Yan Chan, Li Sen and Li Feng to the board of directors of our company, with Zhao Zifeng serving as Chairman. The directors and officers of SRKP 17 prior to the Exchange then resigned as officers and directors of our company upon the closing of the Exchange. In addition, concurrent with the closing of the Exchange, our company’s board appointed Zhao Zifeng as Chief Executive Officer, Simon Zhang as Chief Financial Officer, Guo Mingguo as Vice President, Wang Xinggui as Financial Controller ,Tang Yuchun as Secretary, Li Shunde as Director of Research and Development, and Su Yang as Director of Marketing.

The execution of the Exchange Agreement was reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission on September 24, 2008 and a copy of the Exchange Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K. The transactions contemplated by the Exchange Agreement, as amended, were intended to be a “tax-free” incorporation pursuant to the provisions of Section 351 of the Internal Revenue Code of 1986, as amended.

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EXECUTIVE OFFICERS, DIRECTORS AND KEY EMPLOYEES

Prior to the Exchange, Richard A. Rappaport and Anthony C. Pintsopoulos served as directors of SRKP 17 and Mr. Pintsopoulos served as Chief Financial Officer and Secretary and Mr. Rappaport served as President of SRKP 17.

Upon closing of the Exchange, the following individuals were named to the board of directors and executive management of our company:

Name	Age	Position
Zhao Zifeng	44	Chairman of the Board of Directors and Chief Executive Officer
Wong Kwok Fu	34	Director
Lawrence Kwok-Yan Chan	40	Director
Li Sen	47	Director
Li Feng	40	Director
Simon Zhang	44	Chief Financial Officer
Guo Mingguo	36	Vice President
Wang Xinggui	39	Financial Controller
Tang Yuchun	25	Secretary
Li Shunde	34	Director of Research and Development
Su Yang	29	Director of Marketing

Zhao Zifeng has been a director and the General Manager of Yinlips since April 2001. Mr. Zhao has over 15 years of experience in the consumer electronics industry. From January 1999 to April 2001, Mr. Zhao served as Project Manager and the Assistant to the General Manager of Shenzhen Yifang Digital Technologies Co., Ltd., a manufacturer of portable storage and media devices. From April 1995 to January 1999, Mr. Zhao served as the Manager of the Quality Department at Action Electronics Co., LTD. (Taiwan), a manufacturer of mobile multimedia devices. Mr. Zhao received a diploma in machinery and electronics in 1990 from the Sichuan University of Science & Engineering and is currently pursuing his MBA from the Guanghua School of Management, Peking University.

Wong Kwok Fu has served as a director of Yinlips since March 2008. Since June 2005, Mr. Wong also served as Executive Vice President of Suny Electronics (Shenzhen) Co., Ltd., a manufacturer of optoelectronics products. From August 2000 to May 2005, Mr. Wong served as the Senior Conversation Director for The Conservancy Association, a non-government environmental organization. Mr. Wong received a Bachelor’s degree in Applied Biology in 1998 and a Master’s degree in Environmental Sciences in 2005, both from the City University of Hong Kong.

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Lawrence Kwok-Yan Chan has served as director of Yinlips since August 2008. Mr. Chan also currently serves on the board of directors of China Display Technologies, Inc., a publicly traded company. Since January 2004, Mr. Chan also served as Chief Executive Officer and Chairman of Suny Electronics (Shenzhen) Company Limited, a manufacturer of electronic products. From 2000 to 2004, Mr. Chan served as the general manager of Wai Chi Electronics Co. Mr. Chan received a Bachelor’s degree in Science from Hong Kong Polytechnic University in 1991.

Li Sen has served as a director of Yinlips since August 2008. Since January 2001, Mr. Li was also a Senior Engineer for the Shenzhen Bureau of Science, Technology and Information. Mr. Li received his Bachelor’s degree in Science from Jiangsu Normal University in 1982 and his Master’s degree in Business from New Zealand Engineering and Technology College in 1998.

Li Fenghas served as a director of Yinlips since August 2008. Since April 2001, Mr. Li also served as a Senior Officer of the Institutions Supervisory Division of the CIRC Shenzhen Bureau. Mr. Li received his Master’s and Doctorate degrees in Economics in 1996 and 2004, respectively, both from the School of Economics and Finance of Xi’an Jiaotong University.

Simon Zhang has served as the Chief Financial Officer of Yinlips since January 2008. From July 2007 to December 2007, Mr. Zhang served as Chief Financial Officer of Evergreen Investment Inc., a holding company which focuses on restaurant investment. From January 2006 to July 2007, Mr. Zhang was the financial controller of Kapila Corporation, a company primarily engaged in textile trading. From January 2003 to December 2005, Mr. Zhang was an accountant at Flycomputer, an information technology firm. Mr. Zhang received a diploma in Financial Management in 2004 from the British Columbia Institute of Technology and a Master of Sciences in 1989 from Wuhan University.

Guo Mingguo has served as Vice General Manager of Yinlips since February 2006. From June 2003 to February 2006, Mr. Guo served as the Vice General Manager of ShenZhen Kente Science-Technology Development Co., Ltd., a manufacturer of computer peripheral equipment and digital products. From July 1999 to May 2003, Mr. Guo served as Vice General Manager of Shenzhen Zhuangzheng Electronics Technology Co., Ltd., a manufacturer of color displays. Mr. Guo received a diploma in Applied Electronics from the University of Electronic Science and Technology of China in 1993.

Wang Xinggui has served as Financial Controller of Yinlips since August 2006. From November 1998 to July 2006, Mr. Wang served as Financial Controller of Jintianlong Enterprise (Shenzhen), Co., Ltd., a construction company. Mr. Wang received a diploma in Financial Management from Anhui Normal University in 1991.

Tang Yuchun has served as Secretary of Yinlips since August 2007. From February 2006 to March 2007, Ms. Tang taught civil procedure at the Guangzhou Judicial School. Ms. Tang received her Bachelor’s degree in Law in 2005 and her Master’s degree in International Law in 2007, both from Guangdong University of Foreign Studies.

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Li Shunde has served as Director of Research and Development of Yinlips since April 2006. From July 2005 to April 2006, Mr. Li served as the Supervisor of the Research and Development Department of Shenzhen Yifang Digital Technologies Co., Ltd., a manufacturer of digital products such as MP3s, hard disks, PMPs and OIPs. From May 2003 to June 2005, Mr. Li was an engineer for the research and development department at the Shezhen branch of Infospace (China), a developer and manufacturer of digital products. Mr. Li received his Bachelor’s degree in Electronic Engineering from Hunan University in 1997.

Su Yang has served as Director of Marketing for Yinlips since January 2004. From August 2002 to December 2003, Ms. Su was a computer teacher at a high school in the Liaoning province in China. From August 2001 to March 2002, Mr. Su taught at the network educational laboratory of Beijing Normal University.Mr. Su received a Bachelor’s degree in Computer Applications from Jinzhou Teacher’s College in 2002.

Except as noted above, the above persons do not hold any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act.

Family Relationships

None.

Involvement in Certain Legal Proceedings

There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of the Company during the past five years.

There have been no material proceedings to which any director, officer or affiliate of the Company, any owner of record or beneficially of more than five percent of any class of voting securities of the Company, or any associate of any such director, officer, affiliate of the Company, or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.

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The Board of Directors and Committees

Our Board of Directors does not maintain a separate audit, nominating or compensation committee. Functions customarily performed by such committees are performed by our Board of Directors as a whole. Our company is not required to maintain such committees under the rules applicable to companies that do not have securities listed or quoted on a national securities exchange or national quotation system. We intend to create board committees, including an independent audit committee, in the near future. If we are successful in listing our common stock on the American Stock Exchange, we would be required to have, prior to listing, an independent audit committee formed, in compliance with the requirements for listing on the American Stock Exchange and in compliance with Rule 10A-3 of the Securities Exchange Act of 1934.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Prior to the Exchange on October 17, 2008, we were a “blank check” shell company that was formed to investigate and acquire a target company or business seeking the perceived advantages of being a publicly held corporation.  The officers and directors of our company prior to the Exchange are no longer employed by or affiliated with our company.  Richard Rappaport, our President, and Anthony Pintsopoulos, our Chief Financial Officer and Secretary, during 2007 and 2008 prior to the Exchange, received no compensation or other perquisites for serving in such capacity.

Our Chief Executive Officer and Chairman of the Board, Zhao Zifeng, determined the compensation for our current executive officers that was earned and paid in fiscal 2007. Compensation for our current executive officers, which currently consists of Simon Zhang, Guo Mingguo, Wang Xinggui ,Tang Yuchun, Li Shunde, and Su Yang, is determined with the goal of attracting and retaining high quality executive officers and encouraging them to work as effectively as possible on our behalf. Key areas of corporate performance taken into account in setting compensation policies and decisions are growth of sales, cost control, profitability, and innovation. The key factors may vary depending on which area of business a particular executive officer’s work is focused on. Compensation is designed to reward executive officers for successfully meeting their individual functional objectives and for their contributions to our overall development. For these reasons, the elements of compensation of our executive officers are salary and bonus. Salary is paid to cover an appropriate level of living expenses for the executive officers and the bonus is paid to reward the executive officer for individual and company achievement. With respect to the amount of a bonus, Zhao Zifeng evaluates our company’s achievements for the fiscal year based on performance factors and results of operations such as revenues generated, cost of revenues, net income, and whether we obtain significant contracts. Zhao Zifeng also conducts a monthly and annual evaluation of the achievement level of an executive based on individual performance measurements, such as contribution to the achievement of the company’s goals and individual performance metrics based on their positions and responsibilities. Bonuses are paid at the end of each fiscal year.

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We believe that the salaries paid to our executive officers during 2007 and 2006 are indicative of the objectives of our compensation program and reflect the fair value of the services provided to our company, as measured by the local market in China.  We determine market rate by conducting a comparison with the local geographic area averages and industry averages in China.  Currently, we have no specific plans to provide raises after we have become a company with securities publicly traded in the United States.  Although no specific plans have yet been discussed, we may adopt such a plan to provide raises to our executive officers in the future.  Adopting higher compensation in the future may be based on the increased amount of responsibilities to be assumed by each of the executive officers after we become a publicly listed company.  Executive compensation for 2008 will follow the same evaluation methods as were used for 2007. We may also expand the scope of our compensation, such as the possibility of granting options to executive officers and tying compensation to predetermined performance goals.

Our Board of Directors does not currently have a compensation committee. We anticipate that our Board of Directors will establish a compensation committee in the near future that will be comprised of non-employee members of our Board of Directors. Our current expectation is that the compensation committee of our Board of Directors will perform, at least annually, a strategic review of the compensation program for our executive officers to determine whether it provides adequate incentives and motivation to our executive officers and whether it adequately compensates our executive officers relative to comparable officers in other companies with which we compete for executives. Those companies may or may not be public companies or companies located in the PRC or even, in all cases, companies in a similar business.

Until such time as a formal compensation program and committee is established, which we expect will occur in the near future, Zhao Zifeng will structure compensation and bonus levels and our Board of Directors will approve the structure. After the compensation committee is formed, it will determine the structure. Our Board of Directors has established a compensation program for executive officers for 2008 that is designed to attract, as needed, individuals with the skills necessary for us achieve our business plan, to motivate those individuals, to reward those individuals fairly over time, and to retain those individuals who continue to perform at or above the levels that we expect.  For 2008, bonuses for executive officers will be based on company and individual performance factors, as described above. If we successfully complete our proposed listing on the American Stock Exchange and offering in 2008, we may adjust our bonus evaluations upwards in 2008, but, in such case, we do not intend to increase it by more than 20%. That determination would likely be made towards the end of the fiscal year 2008.

Summary Compensation Tables

The following table sets forth information concerning the compensation for the two fiscal years ended December 31, 2007 of the principal executive officer, principal financial officer, in addition to our three most highly compensated officers whose annual compensation exceeded $100,000, and up to two additional individuals for whom disclosure would have been required but for the fact that the individual was not serving as an executive officer of the registrant at the end of the last fiscal year.

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Name and Position	Year		Salary		Bonus		All other compensation (1)		Total
Zhao Zifeng		2007	$	18,700	$	-	$	-	$	18,700
Chief Executive Officer		2006		18,700		-		-		18,700
Simon Zhang		2007	$	-	$	-	$	-	$	-
Chief Financial Officer		2006		-		-		-		-
Richard Rappaport(2)		2007	$	-	$	-	$	-	$	-
Former Chief Executive Officer		2006		-		-		-		-
and Former Director
Anthony Pintsopoulos (2)		2007	$	-	$	-	$	-	$	-
Form Chief Financial Officer,		2006		-		-		-		-
Former Secretary, and
Former Director

(1) Relates to automobile, housing and medical personal benefits.

(2) Messrs. Rappaport and Pintsopoulos resigned from all positions with the Company upon the close of the Exchange on October 17, 2008.

Grants of Plan-Based Awards in 2007

There were no option grants in 2007.

Outstanding Equity Awards at 2007 Fiscal Year End

There were no option exercises or options outstanding in 2007.

Option Exercises and Stock Vested in 2007

There were no option exercises or stock vested in 2007.

Pension Benefits

There were no pension benefit plans in effect in 2007.

Nonqualified defined contribution and other nonqualified deferred compensation plans

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There were no nonqualified defined contribution or other nonqualified deferred compensation plans in effect in 2007.

Employment Agreements

Each of Zhao Zifeng, Simon Zhang, Guo Mingguo, Wang Xinggui, Tang Yuchun, Li Shunde and Su Yang are parties to employment agreements with durations of one year from January 1, 2008 to December 31, 2008, further to which each employee is paid a monthly salary as follows:

· Zhao Zifeng is paid a monthly salary of RMB 11,000, which is approximately US$1,550.

· Simon Zhang is paid a monthly salary of RMB 15,000, which is approximately US$2,150.

· Guo Mingguo is paid a monthly salary of RMB 7,500, which is approximately US$1,100.

· Wang Xinggui is paid a monthly salary of RMB 5,750, which is approximately US$800.

· Tang Yuchun is paid a monthly salary of RMB 5,000, which is approximately US$700.

· Li Shunde is paid a monthly salary of RMB 18,000, which is approximately US$2,600.

· Su Yang is paid a monthly salary of RMB 3,500, which is approximately US$500, and include terms of commission.

The employment agreements provide that the parties may terminate the agreement upon mutual agreement. An employee may terminate his or her employment upon 30-days advanced written notice to the Company or immediately under certain circumstances including if the Company forces the employee to work in a hostile environment or threat or deprival of safe and healthy working conditions. The employment agreements also provide that the Company may terminate such agreement upon 30-days advanced written notice to an employee or immediately upon the payment of one month’s salary to the employee. If the employment agreement is terminated due to certain circumstances, the Company must pay pecuniary compensation to the employee. The employment agreements contain general provisions for mediation and arbitration in the case of any dispute arising out of the employment agreements that cannot first be settled by consultation and negotiation. .

Director Compensation

The Company did not and does not currently have an established policy to provide compensation to members of its Board of Directors for their services in that capacity. The Company intends to develop such a policy in the near future.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Podium Technology Limited

Upon closing of the Exchange, Podium Technology Limited (“Podium”) became a wholly-owned subsidiary of Yinlips Technology, Inc., each of which has interlocking executive and director positions with the other.

Share and Warrant Exchange

On October 17, 2008, SRKP 17 completed the Exchange with Podium and the former shareholder and warrantholders of Podium. At the closing, Podium became a wholly-owned subsidiary of SRKP 17 and 100% of the issued and outstanding securities of Podium were exchanged for securities of SRKP 17. An aggregate of 65,795 shares of common stock were issued to the shareholder and warrants to purchase an aggregate of 300,000 shares of common stock at an exercise price of $1.10 were issued to the warrantholders. As of the close of the Exchange, the formed shareholder of Podium owned approximately less than 1% of the issued and outstanding stock of SRKP 17.

The Company’s Board of Directors resigned in full and appointed Zhao Zifeng, Wong Kwok Fu, Lawrence Kwok-Yan Chan, Li Sen and Li Feng to the board of directors of our company, with Zhao Zifeng serving as Chairman. The Company’s Board of Directors also appointed Zhao Zifeng as Chief Executive Officer, Simon Zhang as Chief Financial Officer, Guo Mingguo as Vice President, Wang Xinggui as Financial Controller ,Tang Yuchun as Secretary, Li Shunde as Director of Research and Development, and Su Yang as Director of Marketing.

Private Placement

The placement agent for the $5 million equity financing conducted by the Company on the close of the Exchange received a commission equal to 9% of the gross proceeds from the financing, in addition to a success fee of $90,000, for an aggregate fee of $540,000. Richard Rappaport, the President of SRKP 17 and one of its controlling stockholders prior to the Exchange, indirectly holds a 100% interest in the placement agent. Anthony C. Pintsopoulos, an officer, director and significant shareholder of SRKP 17 prior to the Exchange, is the Chief Financial Officer of the placement agent. Kevin DePrimio and Jason Stern, each employees of the placement agent, are also shareholders of SRKP 17. Thomas J. Poletti is a shareholder of SRKP 17 and a partner of K&L Gates LLP, Yinlips’ U.S. legal counsel. Each of Messrs. Rappaport and Pintsopoulos resigned from all of their executive and director positions with the Company upon the closing of the Exchange. This current report is not an offer of securities for sale. Any securities sold in the private placement have not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States unless registered under the Securities Act of 1933, as amended, or pursuant to an exemption from such registration.

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Purchase Right and Share and Warrant Cancellation

After the Exchange, we intend to offer Zhao Zifeng, our Chief Executive Officer and Chairman of the Board, a thirty (30) day right to purchase up to 6,500,000 shares of our common stock at a per share purchase price of $0.415 (the “Purchase Right”). Each of the shareholders and warrantholders of SRKP 17 prior to the Exchange agreed to cancel 0.91867 shares of common stock and warrants to purchase 0.98943 shares of common stock held by each of them for each one (1) share of common stock purchased by Mr. Zhao pursuant to the Purchase Right (the “SRKP 17 Share and Warrant Cancellation”). Assuming the exercise in full of the Purchase Right, we will cancel an aggregate of 5,971,390 shares of common stock and warrants to purchase 6,431,299 shares of common stock held by certain of our stockholders and warrantholders prior to the Exchange.

Real Estate Purchase Agreement with Zhao Zifeng

On August 15, 2006, Zhao Zifeng, our Chief Executive Officer, whose previous name is Zhao Taisheng, and Shenzhen Yinlips entered into Real Estate Purchase Contract (the “Real Estate Contract“), pursuant to which Mr. Zhao transferred the properties located at Room 2929, 2931, 1822, 1609, Nanguang Jiejia Building, Shennan Zhong Road, Futian District, Shenzhen to Shenzhen Yinlips (the “Property”) for a purchase price of RMB 6.078 million, which is approximately $888,000 (the “Purchase Price”). The total area of the Property is 242.56 squared meters. The corresponding land use rights were transferred together with the Property. As of the date hereof, Shenzhen Yinlips has paid the Purchase Price in full and is using the Property as its principal office.

Patent License Agreement

Our Chief Executive Officer, Zhao Zifeng, has legal ownership of the approximately three patents in China, in addition to four patent applications, that we rely on in the operation of our business. On October 4, 2008, we entered into patent license agreement with Mr. Zhao for the right to use such patents and patent applications in the operation of our business. We and Mr. Zhao also intend to file appropriate certificates with the Bureau of Intellectual Property in the PRC, which, after approved by the Bureau, would result in the legal license of the patents and patent applications by us. Mr. Zhao did not receive any additional consideration for the license of the intellectual property rights to us, other than the execution of the patent license agreement being a condition to closing of Exchange, as described below.

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INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS AND LIMITATION OF LIABILITY

Under Section 145 of the General Corporation Law of the State of Delaware, we can indemnify our directors and officers against liabilities they may incur in such capacities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Our certificate of incorporation provides that, pursuant to Delaware law, our directors shall not be liable for monetary damages for breach of the directors’ fiduciary duty of care to us and our stockholders. This provision in the certificate of incorporation does not eliminate the duty of care, and in appropriate circumstances equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware law. In addition, each director will continue to be subject to liability for breach of the director’s duty of loyalty to us or our stockholders, for acts or omissions not in good faith or involving intentional misconduct or knowing violations of the law, for actions leading to improper personal benefit to the director, and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law. The provision also does not affect a director’s responsibilities under any other law, such as the federal securities laws or state or federal environmental laws.

Our bylaws provide for the indemnification of our directors to the fullest extent permitted by the Delaware General Corporation Law. Our bylaws further provide that our Board of Directors has discretion to indemnify our officers and other employees. We are required to advance, prior to the final disposition of any proceeding, promptly on request, all expenses incurred by any director or executive officer in connection with that proceeding on receipt of an undertaking by or on behalf of that director or executive officer to repay those amounts if it should be determined ultimately that he or she is not entitled to be indemnified under the bylaws or otherwise. We are not, however, required to advance any expenses in connection with any proceeding if a determination is reasonably and promptly made by our Board of Directors by a majority vote of a quorum of disinterested Board members that (i) the party seeking an advance acted in bad faith or deliberately breached his or her duty to us or our stockholders and (ii) as a result of such actions by the party seeking an advance, it is more likely than not that it will ultimately be determined that such party is not entitled to indemnification pursuant to the applicable sections of its bylaws.

We have been advised that in the opinion of the Securities and Exchange Commission, insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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We may enter into indemnification agreements with each of our directors and officers that are, in some cases, broader than the specific indemnification provisions permitted by Delaware law, and that may provide additional procedural protection. As of the Effective Time of the Exchange, we have not entered into any indemnification agreements with our directors or officers, but may choose to do so in the future. Such indemnification agreements may require us, among other things, to:

· indemnify officers and directors against certain liabilities that may arise because of their status as officers or directors;

· advance expenses, as incurred, to officers and directors in connection with a legal proceeding, subject to limited exceptions; or

· obtain directors’ and officers’ insurance.

At present, there is no pending litigation or proceeding involving any of our directors, officers or employees in which indemnification is sought, nor are we aware of any threatened litigation that may result in claims for indemnification.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT FOLLOWING THE EXCHANGE

Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage of ownership of that person, shares of common stock subject to options and warrants held by that person that are currently exercisable or become exercisable within 60 days of the closing of the Exchange on October 17, 2008 are deemed outstanding even if they have not actually been exercised. Those shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

Immediately prior to the closing of the Exchange, Private Placement and Purchase Right, we had outstanding 7,096,390 shares of common stock, warrants to purchase 7,096,390 shares of common stock and no options to purchase shares of common stock. Immediately after the closing of the Exchange, Private Placement and Purchase Right, we will have 7,690,795 issued and outstanding shares of common stock, 4,482,674 shares of Series A Preferred Stock, no options and warrants to purchase 665,091 shares of common stock at an exercise price of $0.0001 per share and warrants to purchase 300,000 shares of common stock at an exercise price of $1.10 per share.

The following table sets forth certain information with respect to beneficial ownership of our common stock immediately after the closing of the Exchange based on 12,173,469 issued and outstanding shares of common stock (assuming the full conversion of the maximum number of shares of Series A Preferred Stock), by:

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· Each person known to be the beneficial owner of 5% or more of our outstanding common stock;

· Each executive officer;

· Each director; and

· All of the executive officers and directors as a group.

Unless otherwise indicated, the persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite the stockholder’s name, subject to community property laws, where applicable. Unless otherwise indicated, the address of each stockholder listed in the table is c/o Yinlips Technology, Inc., Room 2929-31, NanGuang JieJia Building, No. 3037 Shen South-mid Road, FuTian District, ShenZhen, GuangDong, China.

Name and Address of Beneficial Owner	Title	Beneficially Owned Post-Exchange, Private Placement Offering and Purchase Right			Percent of Class
Directors and Executive Officers:
Zhao Zifeng	Chairman of the Board of Directors and Chief Executive Officer		6,500,000			53.39	%
Wong Kwok Fu	Director		65,795			*
Lawrence Kwok-Yan Chan	Director		0			0	%
Li Sen	Director		0			0	%
Li Feng	Director		0			0	%
Simon Zhang	Chief Financial Officer		0			0	%
Guo Mingguo	Vice President		0			0	%
Wang Xinggui	Financial Controller		0			0	%
Tang Yuchun	Secretary		0			0	%
Li Shunde	Director of Research and Development		0			0	%
Su Yang	Director of Marketing		0			0	%
All Officers and Directors as a Group (total of eleven (11) persons)			6,565,795			53.94	%
5% Stockholders:
Richard Rappaport 1900 Avenue of the Stars, Suite 310 Los Angeles, CA 90067			1,147,270	(1)		9.11	%
WestPark Financial Services, LLC (2) 1900 Avenue of the Stars, Suite 310 Los Angeles, CA 90067			699,747	(3)		5.63	%

61

* Indicates less than 1%.

(1) Includes 180,000 shares of common stock and a warrant to purchase 106,415 shares of common stock owned by Mr. Rappaport. Also includes 50,625 shares of common stock and warrants to purchase 29,929 shares of common stock owned by each the Amanda Rappaport Trust and the Kailey Rappaport Trust as well as the shares of common stock and warrants to purchase shares of common stock owned by WestPark Financial Services, LLC.Mr. Rappaport, as Trustee of the Rappaport Trusts and Chief Executive Officer and Chairman of WestPark Financial Services, LLC, may be deemed the indirect beneficial owner of these securities since he has sole voting and investment control over the securities.

(2) Mr. Rappaport serves as Chief Executive Officer and Chairman of WestPark Financial Services, LLC.

(3) Includes 439,763 shares of common stock and a warrant to purchase 259,984 shares of common stock.

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the consummation of the Exchange, SRKP 17’s board of directors immediately prior to the Exchange, which consisted of Richard A. Rappaport and Anthony C. Pintsopoulos, appointed Zhao Zifeng, Wong Kwok Fu, Lawrence Kwok-Yan Chan, Li Sen and Li Feng to the Company’s Board of Directors, with Zhao Zifeng serving as Chairman. The directors and officers of SRKP 17 prior to the Exchange then resigned as officers and directors of the Company upon the closing of the Exchange. In addition, concurrent with the closing of the Exchange, the Company’s board appointed Zhao Zifeng as Chief Executive Officer, Simon Zhang as Chief Financial Officer, Guo Mingguo as Vice President, Wang Xinggui as Financial Controller, Tang Yuchun as Secretary, Li Shunde as Director of Research and Development, and Su Yang as Director of Marketing.

For complete information regarding our new officers and directors, refer to “Executive Officers, Directors and Key Employees” under Item 5.01, above.

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Immediately after the closing of the Exchange, SRKP 17 changed its corporate name from “SRKP 17, Inc.” to “Yinlips Technology, Inc.” by the filing of a Certificate of Ownership and Merger with the Delaware Secretary of State’s Office on October 20, 2008. SRKP 17 effected the name change to better reflect the nature of its new business operations following the Exchange. The Certificate of Ownership and Merger is attached hereto as Exhibit 3.4. Holders of stock certificates bearing the name “SRKP 17, Inc.” may continue to hold them and will not be required to exchange them for new certificates or take any other action.

62

Item 5.06Change in Shell Company Status.

Prior to the closing of the Exchange, SRKP 17 was a “shell company” as defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act. As described in Item 2.01 above, which is incorporated by reference into this Item 5.06, SRKP 17 ceased being a shell company upon completion of the Exchange.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

We are providing financial and other information for informational purposes only. It does not necessarily represent or indicate what the financial position and results of operations of our company will be now that the Exchange is concluded.

FINANCIAL STATEMENTS OF PODIUM TECHNOLOGY LIMITED AND YINLIPS DIGITAL TECHNOLOGY (SHENZHEN) CO., LTD.

The financial statements of Yinlips Digital Technology (Shenzhen) Co., Ltd., a company incorporated under the laws of the People’s Republic of China, for the years ended December 31, 2007 and 2006 and the six months ended June 30, 2008 (unaudited) and the consolidated financial statements of Podium Technology Limited, a company incorporated under the laws of the British Virgin Islands, for the six months ended June 30, 2008 (unaudited) are provided below. You are encouraged to review the financial statements and related notes.

63

YINLIPS DIGITAL TECHNOLOGY (SHENZHEN) CO., LTD.

FINANCIAL STATEMENTS

DECEMBER 31, 2007

64

YINLIPS DIGITAL TECHNOLOGY (SHENZHEN) CO., LTD.

INDEX

	PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	100
BALANCE SHEETS	101
STATEMENTS OF OPERATIONS	102
STATEMENTS OF CASH FLOWS	103
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY AND COMPREHENSIV INCOME	104
NOTES TO FINANCIAL STATEMENTS	105-114

65

KEMPISTY & COMPANY 

CERTIFIED PUBLIC ACCOUNTANTS, P.C.

15 MAIDEN LANE - SUITE 1003 - NEW YORK, NY 10038 - TEL (212) 406-7272 - FAX (212) 513-1930

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Yinlips Digital Technology (Shenzhen) Co., Ltd.

We have audited the accompanying balance sheets of Yinlips Digital Technology (Shenzhen) Co., Ltd. as of December 31, 2007 and 2006 and the related statements of operations, changes in shareholders’ equity and cash flows for each of the years in the two year period ended December 31, 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these 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. The Company is not required at this time, to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included 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 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Yinlips Digital Technology (Shenzhen) Co., Ltd. at December 31, 2007 and 2006 and the results of its operations and its cash flows for each of the years in the two year period ended December 31, 2007 in conformity with accounting principles generally accepted in the in the United States of America.

Kempisty & Company

Certified Public Accountants PC

New York, New York

March 10, 2008

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Yinlips Digital Technology (Shenzhen) Co., Ltd.

Balance Sheets

(In US Dollars)

	December 31,
	2007		2006
Assets
Current Assets
Cash and cash equivalents (Note 3)	$	20,287	$	21,832
Accounts receivable, net (Note 4)		2,020,275		1,479,870
Inventories, net (Note 5)		1,622,372		955,021
Refundable purchase price paid (Note 6)		791,204		-
Plant renovation deposit (Note 7)		685,500		-
Total current assets		5,139,638		2,456,723
Fixed assets, Net (Note 8)		1,503,192		1,359,048
Other receivables		15,437		2,129
Total Assets	$	6,658,267	$	3,817,900
Liabilities and Shareholders’ Equity
Current Liabilities
Payables and accrued liabilities (Note 9)	$	1,120,591	$	1,097,725
Various taxes payable (Note 10)		81,277		55,835
Wages payable (Note 11)		368,594		184,175
Corporate taxes payable (Note 12)		195,041		184,511
Due to related parties		-		7,913
Total current liabilities		1,765,503		1,530,159
Commitments and Contingencies (Note 15)		-		-
Shareholders' Equity
Paid in capital (Note 13)		120,967		120,967
Accumulated other comprehensive income		328,092		73,234
Restricted earnings-restricted (Note 14)		70,881		70,881
Retained earnings		4,372,824		2,022,659
Total Shareholders' Equity		4,892,764		2,287,741
Total Liabilities and Shareholders' Equity	$	6,658,267	$	3,817,900

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

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Yinlips Digital Technology (Shenzhen) Co., Ltd.

Statements of Operations

(In US Dollars)

	For Year Ended
	December 31,
	2007			2006
Revenue
Sales	$	21,304,717		$	14,136,570
Cost of goods sold		(16,883,580	)		(11,630,350	)
Gross Profit		4,421,137			2,506,220
Operating Costs and Expenses:
Selling expenses		490,951			372,662
General and administrative expenses		275,893			141,942
Research and development		867,903			236,041
Depreciation of property, plant and equipment		27,469			31,768
Total operating costs and expenses		1,662,216			782,413
Income From Operations		2,758,921			1,723,807
Other Income (Expenses)
Interest income (expenses), net		2,344			(229	)
Write-down of obsolete inventory		-			(60,294	)
Other income (expenses), net		55			1,783
Total other income (expenses)		2,399			(58,740	)
Income before income taxes		2,761,320			1,665,067
Income taxes (Note 12)		(411,155	)		(249,760	)
Net Income	$	2,350,165		$	1,415,307
Other Comprehensive Income
Foreign currency translation adjustment		254,858			58,306
Comprehensive Income (Loss)	$	2,605,023		$	1,473,613

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

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Yinlips Digital Technology (Shenzhen) Co., Ltd.

Statements of Cash Flows

(In US Dollars)

	For Year Ended
	December 31,
	2007			2006
Cash Flows From Operating Activities
Net income	$	2,350,165		$	1,415,307
Adjustments to reconcile net income to net cash provided (used) by operating activities:
Depreciation		152,660			87,326
Changes in operating assets and liabilities:
Accounts receivable, net		(540,405	)		(829,557	)
Refundable purchase price paid		(791,204	)		-
Plant renovation deposit		(685,500	)		-
Other receivables		(13,308	)		(270	)
Inventories, net		(667,351	)		(482,038	)
Accounts payable and accrued liabilities		22,866			420,828
Various taxes payable		25,442			24,219
Wages payable		184,419			103,335
Corporate tax payable		10,530			151,970
Net cash provided (used) by operating activities		48,314			891,120
Cash Flows From Investing Activities
Purchases of property and equipment		(209,275	)		(906,717	)
Net cash used by investing activities		(209,275	)		(906,717	)
Cash Flows From Financing Activities
Due to related parties		(7,913	)		(2,518	)
Net cash used by financing activities		(7,913	)		(2,518	)
Effect of exchange rate changes on cash and cash equivalents		167,329			23,396
Net increase (decrease) in cash and cash equivalents		(1,545	)		5,281
Cash and cash equivalents, beginning of period		21,832			16,551
Cash and cash equivalents, end of period	$	20,287		$	21,832
Supplemental disclosure information
Income taxes paid	$	411,155		$	249,760

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

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Yinlips Digital Technology (Shenzhen) Co., Ltd.

Statements of Changes in Shareholders’ Equity and Comprehensive Income

(In US Dollars)

							Accumulated
					Retained		Other
	Paid in		Retained		Earnings		Comprehensive				Comprehensive
	Capital		Earnings		Restricted		Income		Total		Income
Balance at December 31, 2005	$	120,967	$	607,352	$	70,881	$	14,928	$	814,128
Net income for the year		-		1,415,307		-		-		1,415,307	$	1,415,307
Foreign currency translation adjustment		-		-		-		58,306		58,306		58,306
Comprehensive income		-		-		-		-		-	$	1,473,613
Balance at December 31, 2006		120,967		2,022,659		70,881		73,234		2,287,741
Net income for the year		-		2,350,165		-		-		2,350,165	$	2,350,165
Foreign currency translation adjustment		-		-		-		254,858		254,858		254,858
Comprehensive income		-		-		-		-		-	$	2,605,023
Balance at December 31, 2007	$	120,967	$	4,372,824	$	70,881	$	328,092	$	4,892,764

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

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Yinlips Digital Technology (Shenzhen) Co., Ltd.

Notes to Financial Statements

Note 1 -Organization and Nature of Business

Yinlips Digital Technology (Shenzhen) Co., Ltd. (“Yinlips”, or “the Company”) was established in 2001, and is a Chinese hi-tech company. The Company’s business includes design, manufacture, and marketing of CRTs, LCDs, and a series of portable digital devices, including portable DVDs, Palm PCs, MP3s, Mp4s, PMPs, Mp4+ Games, Game cards, and digital photo frames. Yinlips also accepts ODM and OEM orders from the United States, Europe, South America, and Southeast Asia.

On December 27, 2007, the Company signed an Equity Transfer Agreement with Podium Technology Limited (“PTL”). On January 5, 2008, the two parties agreed that the owners of Yinlips would transfer their 100% ownership in its registered capital of RMB 1 million to PTL. This Agreement was approved by the Chinese authorities on January 16, 2008.

Podium Technology Limited (“PTL”) was established on July 3, 2007 in the British Virgin Islands and the registered office is located at OMC Chamers, P.O. Box 3215, Road Town, Tortolar, British Virgin Islands. PTL authorized 50,000 shares, par value $1 per share. On October 3, 2007, PTL issued 50,000 shares at par value to Mr. Wong Kowk Fu, the director of PTL. Mr. Wong holds 100% of the shares of PTL, an investment holding company that had no subsidiary before this transaction.

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

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

Use of Estimates

The preparation of the financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences may be material to the financial statements.

Cash and Cash Equivalents

Cash and cash equivalents includes cash on hand, cash on deposit with various financial institutions in the PRC, and all highly-liquid investments with original maturities of three months or less at the time of purchase. Banks and other financial institutions in the PRC do not provide insurance for funds held on deposit.

Advertising

The Company expenses advertising costs as incurred. Advertising is included in selling expenses for financial reporting. The advertising expenses of $63,512 and $104,509 incurred by the Company for the years ended December 31, 2007 and 2006, respectively.

Foreign Currency Transactions and Translations

The Company’s reporting currency is the U.S. dollar. The company operates in China and uses Renminbi as its functional currency. The financial statement is translated into U.S. dollars using period-end rates of exchange for assets and liabilities and average rates of exchange in the period for revenues and expenses. Translation gains and losses are recorded in accumulated other comprehensive income or loss as a component of shareholders’ equity. Net gains and losses resulting from foreign exchange transactions are included in other income.

The exchange rates used for foreign currency translation were as follows (USD$1 = RMB)

Period Covered	Balance Sheet Date Rates	Average Rates
Year ended December 31, 2006	7.79750	7.96369
Year ended December 31, 2007	7.29395	7.59474

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Yinlips Digital Technology (Shenzhen) Co., Ltd.

Notes to Financial Statements

Note 2 - Summary of Significant Accounting Policies (continued)

Comprehensive Income

The Company has adopted Statement of Financial Accounting Standards No. 130 (SFAS 130), "Reporting Comprehensive Income", which establishes standards for the reporting and displaying of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its Statement of Stockholders' Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners.

Allowance for doubtful accounts receivable

The allowance for doubtful accounts is provided using a factor of 0.5% of the year-end or period-end total accounts receivable trade balances.

Accounts Receivable

Accounts receivable are carried at original invoice amount less an estimate made for doubtful accounts based on a review of all outstanding amounts periodically. Management’s judgment and estimates are made in connection with establishing the allowance for doubtful accounts. Specifically, the Company analyzes the aging of accounts receivable balances, historical bad debts, customer concentrations, customer credit-worthiness, current economic trends and changes in our customer payment terms, significant changes in customer concentration or payment terms, deterioration of customer credit-worthiness or weakening in economic trends that could have a significant impact on the collectability of receivables and its operating results. If the financial condition of its customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

Inventories

Inventories, which are primarily comprised of raw materials, packaging materials, work-in-progress, semi-assembled goods and finished goods, are stated at the lower of cost or net realizable value, using the first-in, first-out (“FIFO”) method. Cost is determined on the basis of a moving average costing method. The Company evaluates the need for reserves associated with obsolete, slow-moving and non-salable inventory by reviewing net realizable values on a periodic basis and uses specific identification method to make the reserves.

Research and Development Costs

Research and development costs are expensed to operation as incurred. The Company has spent $867,903, and $236,041 on research and development for the years ended December 31, 2007 and 2006, respectively.

Property and Equipment

Property and equipment are recorded at cost and depreciated using the straight-line method, with an estimated 5% salvage value of original cost, over the estimated useful lives of the assets listed below.

Expenditures for repairs and maintenance, if not to improve or extend the expected useful lives of the assets, are expensed as incurred while major replacements and improvements are capitalized.

When property or equipment is retired or disposed of, the cost and accumulated depreciation are removed from the accounts, with any resulting gains or losses being included in net income or loss in the year of disposition.

Building	20 years
Molds	5 years
Machinery &Equipment	5 years
Electronic Equipment	5 years
Computer Software	5 years
Computer Equipment	5 years
Office Equipment	5 years
Other Equipment	5 years
Automobiles	5 years
Leasehold Improvement	5 years

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Yinlips Digital Technology (Shenzhen) Co., Ltd.

Notes to Financial Statements

Note 2 - Summary of Significant Accounting Policies (continued)

Income Taxes

The Company has adopted Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes", which requires the Company to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.

Goodwill

The Company adopted SFAS No. 142, “Goodwill and Intangible Assets” (“SFAS 142”) on January 1, 2002. Under SFAS 142, goodwill is no longer amortized, but tested for impairment annually, or more frequently, if facts and circumstances warrant a review. The provisions of SFAS 142 require that a two-step test be performed to assess goodwill for impairment. First, the fair value of each reporting unit is compared to its carrying value. If the fair value exceeds the carrying value, goodwill is not impaired and no further testing is performed. The second step is performed if the carrying value exceeds the fair value. The implied fair value of the reporting unit’s goodwill must be determined and compared to the carrying value of the goodwill. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, an impairment loss equal to the difference will be recorded. The Company does not have Goodwill and Intangible Assets since 2005.

Revenue Recognition

The company revenue is derived from the sale of products. The Company recognizes revenue from the sale of products in accordance with SAB 104. Under SAB 104, product revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the sale price is fixed or determinable, and collectability is reasonably assured. In general, the Company recognizes revenue upon the shipment of goods. The Company does grant customers a right to return products. Such returns are recorded as incurred and have been immaterial for all the periods presented.

Recently Issued Accounting Pronouncements

In February 2006, FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments”. SFAS No. 155 amends SFAS No 133, “Accounting for Derivative Instruments and Hedging Activities”, and SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”. SFAS No. 155, permits fair value re-measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133, establishes a requirement to evaluate interest in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives, and amends SFAS No. 140 to eliminate the prohibition on the qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. This statement is effective for all financial instruments acquired or issued after the beginning of the Company’s first fiscal year that begins after September 15, 2006. The adoption of this statement did not have a material impact on the Company’s financial position or results of operations.

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Yinlips Digital Technology (Shenzhen) Co., Ltd.

Notes to Financial Statements

Note 2 - Summary of Significant Accounting Policies (continued)

Recently Issued Accounting Pronouncements (continued)

In March 2006 FASB issued SFAS 156 “Accounting for Servicing of Financial Assets” this Statement amends FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, with respect to the accounting for separately recognized servicing assets and servicing liabilities. This Statement:

· Requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract.

· Requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable.

· Permits an entity to choose 'Amortization method' or ‘Fair value measurement method’ for each class of separately recognized servicing assets and servicing liabilities.

· At its initial adoption, permits a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available-for-sale securities under Statement 115, provided that the available-for-sale securities are identified in some manner as offsetting the entity's exposure to changes in fair value of servicing assets or servicing liabilities that a servicer elects to subsequently measure at fair value.

· Requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of financial position and additional disclosures for all separately recognized servicing assets and servicing liabilities. An entity should adopt this Statement as of the beginning of its first fiscal year that begins after September 15, 2006.

The adoption of this statement did not have a material impact on the Company’s financial position or results of operations.

In June 2006, the Financial Accounting Standards Board (“FASB”) ratified the provisions of Emerging Issues Task Force (“EITF”) Issue No. 06-3, “How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross versus Net Presentation).” EITF Issue No. 06-3 requires that the presentation of taxes within revenue-producing transactions between a seller and a customer, including but not limited to sales, use, value added, and some excise taxes, should be on either a gross (included in revenue and cost) or a net (excluded from revenue) basis. In addition, for any such taxes that are reported on a gross basis, a company should disclose the amounts of those taxes in interim and annual financial statements for each period for which an income statement is presented if those amounts are significant. The disclosure of those taxes can be done on an aggregate basis. EITF Issue No. 06-3 is effective for fiscal years beginning after December 15, 2006, which will be the Company’s fiscal 2008. The adoption of EITF Issue No. 06-3 did not have a material impact on the Company’s consolidated results of operations or financial position.

In July 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109” (“FIN 48”), which clarifies the accounting for uncertainty in tax positions. This Interpretation requires that the Company recognize in its financial statements the impact of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The adoption of this interpretation had no effect on the Company’s results of operations or financial position or results of operations.

In September 2006, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements”, which establishes a framework for reporting fair value and expands disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Company has adopted the standard effective January 1, 2008 for all financial assets and liabilities as required. The adoption of SFAS 157 is not material to the Company’s financial statements.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities-Including an amendment of FASB Statement No. 115, (“SFAS No. 159”). SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of this Statement apply only to entities that elect the fair value option. However, the amendment to FASB Statement No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” (“SFAS No. 115”), applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective for the Company’s consolidated financial statements for the annual reporting period beginning after November 15, 2007. The Company has not adopted the standard to measure its assets or liabilities at the fair value option, other than its available for sale and trading securities.

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Yinlips Digital Technology (Shenzhen) Co., Ltd.

Notes to Financial Statements

Note 2 - Summary of Significant Accounting Policies (continued)

Recently Issued Accounting Pronouncements (continued)

On December 4, 2007, the FASB issued SFAS No. 160, Noncontrolling interest in Consolidated Financial Statements (SFAS No. 160). SFAS No. 160 requires all entities to report noncontrolling (minority) interests in subsidiaries as equity in the consolidated financial statements. The statement establishes a single method of accounting for changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation and expands disclosures in the consolidated financial statements. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. We have not yet determined the impact of the adoption of SFAS No. 160 on our consolidated financial statements and footnote disclosures.

On December 4, 2007, the FASB issued SFAS No. 141R, Business Combinations (SFAS No. 141R). SFAS No. 141R requires the acquiring entity in a business combination to recognize all the assets acquired and liabilities assumed, establishes the acquisition date fair value as the measurement objective for all assets acquired and liabilities assumed, and requires the acquirer to expand disclosures about the nature and financial effect of the business combination. SFAS No. 141R is effective for 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. We have not yet determined the impact of the adoption of SFAS No. 141R on our consolidated financial statements and footnote disclosures.

Note 3 - Cash and Cash Equivalents

Cash and cash equivalents consist of the following:

	December 31,
	2007		2006
Cash on hand	$	4,256	$	10,555
Cash in bank		16,031		11,277
Total	$	20,287	$	21,832

Note 4 - Accounts Receivable

Accounts receivable consists of the following:

	December 31,
	2007			2006
Accounts receivable	$	2,034,481		$	1,487,317
Allowance for doubtful accounts		(14,206	)		(7,447	)
Total	$	2,020,275		$	1,479,870

The provision for bad debts increased by $6,759 and $4,170 for the years ended December 31, 2007 and 2006, respectively, as follows:

	December 31,
	2007		2006
Beginning of year	$	7,447	$	3,277
Additions		6,759		4,170
End of year	$	14,206	$	7,447

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Yinlips Digital Technology (Shenzhen) Co., Ltd.

Notes to Financial Statements

Note 5 - Inventories

Inventories consist of the following:

	December 31,
	2007			2006
Raw materials	$	467,658		$	446,370
WIP		504,698			-
Finished goods		735,148			585,107
Semi-assembled goods		-			3,181
Less: allowance for obsolete inventories		(85,132	)		(79,637	)
Total	$	1,622,372		$	955,021

Management uses the specific identification method to provide an allowance for obsolete or slow-moving inventory items, including finished goods and raw materials. The allowance for obsolescence increased by $5,495 and $60,294 for the years ended December 31, 2007 and 2006, respectively.

	December 31,
	2007		2006
Beginning of year	$	79,637	$	19,343
Additions		5,495		60,294
End of year	$	85,132	$	79,637

Note 6 - Refundable Purchase Price Paid

The Company intends to acquire a digital technology company for which they paid RMB 5,771,000 ($791,204) as a deposit. On December 31, 2007, the Company disclosed that this business combination was expected to be completed on June 30, 2008. If the transaction is not completed on time the deposit will be fully refunded.

Note 7 - Deposit Paid for Plant Renovation

In the third quarter of 2007, the Company signed a contract for new plant renovation and paid a deposit of RMB 5,000,000 (USD $685,500). The contract was terminated in January 2008 because of new environmental regulations enforced by the local government which prohibits the establishment of a plant within the designated area. The Company then entered an agreement with the original contractor to pay a penalty of RMB 300,000 ($42,552) and the rest of the deposit would be refunded by the end of March 31, 2008.

76

Yinlips Digital Technology (Shenzhen) Co., Ltd.

Notes to Financial Statements

Note 8 - Fixed Assets

Fixed assets consist of the following:

	December 31,
	2007			2006
Building	$	832,958		$	779,190
Molds		130,519			70,905
Machinery and equipments		628,442			452,348
Computer software		3,016			2,822
Office equipment		47,547			41,705
Automobiles		81,383			73,583
Leasehold improvements		120,648			109,089
Total Fixed Assets – Cost		1,844,513			1,529,642
Accumulated depreciation		(341,321	)		(170,594	)
Total Fixed Assets – Net	$	1,503,192		$	1,359,048

The depreciation expenses are $152,660 and $87,326 for the years ended December 31, 2007 and 2006, respectively.

	December 31,
	2007		2006
Cost of goods sold	$	125,191	$	55,558
Operating expenses		27,469		31,768
End of year	$	152,660	$	87,326

Note 9 - Payables and Accrued Liabilities

Payables and accrued liabilities consist of the following:

	December 31,
	2007		2006
Accounts payable	$	978,777	$	1,027,283
Accrued liabilities		100,684		68,646
Other payables		41,130		1,796
Total	$	1,120,591	$	1,097,725

Note 10 - Various Taxes Payable

Various taxes payable consists of the following:

	December 31,
	2007		2006
Value-added taxes (VAT) payable:	$	80,115	$	41,230
Business taxes		-		11,542
Other misc. taxes / levies		1,162		3,063
Total	$	81,277	$	55,835

The other misc taxes/levies included City development levies and Educational levies. The City development levies and Educational levies are respectively 1% and 3% of last month VAT.

77

Yinlips Digital Technology (Shenzhen) Co., Ltd.

Notes to Financial Statements

Note 11 - Wages Payable

The wage payable consists of the following:

	December 31,
	2007		2006
Wages payable	$	106,773	$	60,496
Benefits payable		261,821		123,679
Total	$	368,594	$	184,175

Note 12 – Income Tax

As a manufacturing enterprise established in Shenzhen, PRC, the Company is currently entitled to a preferential Enterprise Income Tax (”EIT”) rate of 15%. The company is currently applying for the High-Tech Enterprise title. If the application is approved by the local government, the Company will be entitled to 100% tax exemption for 2 years starting from the first profitable year, and followed by 3 years of 50% tax savings, and after that, the Company will have to pay corporate income taxes at normal EIT rate.

The provision for taxes on earnings consists of:

	December 31,
	2007		2006
Current income taxes expense:
PRC Enterprises Income Tax	$	411,155	$	249,760
United States Federal Income Tax		-		-
Total	$	411,155	$	249,760

A reconciliation between the income tax computed at the U.S. statutory rate and the Company’s provision for income tax is as follows:

	December 31,
	2007			2006
U.S. statutory rate		34	%		34	%
Foreign income not recognized in the U.S.		-34	%		-34	%
PRC preferential enterprise income tax rate		15	%		15	%
Provision for income tax		15	%		15	%

The corporate income tax payables are as follows:

	December 31,
	2007		2006
Corporate income tax payable	$	195,041	$	184,511

No material deferred tax liabilities or assets existed as of either December 31, 2007 or 2006.

The tax authority of the PRC Government conducts periodic and ad hoc tax filing reviews on business enterprises operating in the PRC after those enterprises had completed their relevant tax filings, hence the Company’s tax filings in the PRC may not be finalized. It is therefore uncertain as to whether the PRC tax authority may take different views about the Company’s tax filings which may lead to additional tax liabilities.

78

Yinlips Digital Technology (Shenzhen) Co., Ltd.

Notes to Financial Statements

Note 13 - Paid In Capital

The owners and their corresponding ownership interests are summarized as follows:

	December 31,
	2007		2006
Zhao, Zifong	$	114,919	$	91,935
Zhang, Weichang		6,048		29,032
Total	$	120,967	$	120,967

On April 9, 2007, Zhang, Weichang sold 19% of the Company's ownership that currently owned by him to Zhao, Taishen at $25,213. After this transaction, the ownership changed to Zhao, Zifong (AKA Zhao, Taishen) for 95% and Zhang, Weichang for 5%.

Note 14 - Statutory Reserves

As stipulated by the relevant laws and regulations for enterprises operating in the PRC, the Company is required to make annual appropriations to a statutory surplus reserve fund that is to allocate total 15% its profits after taxes, as determined in accordance with the PRC accounting standards applicable to the Company, to a statutory surplus reserve until such reserves reach 50% of the registered capital of the Company. The management made appropriation of $70,881 for this surplus reserve in 2005. This amount is over the 50% of the registered capital of the Company. The company does not need to make this surplus reserve any more until increasing the registered capital.

Note 15 - Commitments and Contingencies

Operating Lease Commitments

As of the balance sheet date, the Company has entered into several tenancy agreements in respect to the plant and the office. As of December 31, 2007 the Company’s commitments for minimum lease payments under these non-cancelable operating leases for the next five years and thereafter are as follows:

Year	Amounts
2008	$	79,750
2009		37,893
2010		22,105
2011		-
Thereafter		-
	$	139,748

Total rental expenses are $101,444 and $170,688 for the year ended December 31, 2007 and 2006 respectively.

Refundable Purchase Price Paid

The Company intends to acquire a digital technology company for which they paid RMB 5,771,000 ($791,204) as a deposit. On December 31, 2007, the Company disclosed that this business combination was expected to be completed on June 30, 2008. If the transaction is not completed on time the deposit will be fully refunded.

Deposit Paid for Plant Renovation

In the third quarter of 2007, the Company signed a contract for new plant renovation and paid a deposit of RMB 5,000,000 (USD $685,500). The contract was terminated in January 2008 because of new environmental regulations enforced by the local government which prohibits the establishment of a plant within the designated area. The Company then entered an agreement with the original contractor to pay a penalty of RMB 300,000 ($42,552) and the rest of the deposit would be refunded by the end of March 31, 2008.

79

Yinlips Digital Technology (Shenzhen) Co., Ltd.

Notes to Financial Statements

Note 16 - Current Vulnerability Due to Certain Concentrations

The Company’s operations are all carried out in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC, and by the general state of the PRC’s economy.

The Company’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in the North America and Western Europe. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

80

PODIUM TECHNOLOGY LIMITED AND SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2008

81

PODIUM TECHNOLOGY LIMITED AND SUBSIDIARY

INDEX

	PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	82
CONSOLIDATED BALANCE SHEETS	83
CONSOLIDATED STATEMENTS OF OPERATIONS	84
CONSOLIDATED STATEMENTS OF CASH FLOWS	85
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
AND COMPREHENSIVE INCOME	86
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	87-97

82

KEMPISTY & COMPANY

CERTIFIED PUBLIC ACCOUNTANTS, P.C. 

15 MAIDEN LANE - SUITE 1003 - NEW YORK, NY 10038 - TEL (212) 406-7272 - FAX (212) 513-1930

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Podium Technology Limited and Subsidiary

We have audited the accompanying balance sheet of Podium Technology Limited and Subsidiary as of December 31, 2007 and the related statements of operations, changes in shareholders’ equity and comprehensive income and cash flows for the period July 3, 2007 (inception) to December 31, 2007. These financial statements are the responsibility of the company management. Our responsibility is to express an opinion on these 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. The company is not required at this time, to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included 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 internal control over financial reporting. Accordingly, we express no such opinion. 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Podium Technology Limited and Subsidiary at December 31, 2007 and the results of its operations and its cash flows for the period July 3, 2007 (inception) to December 31, 2007 in conformity with accounting principles generally accepted in the in the United States of America.

Kempisty & Company

Certified Public Accountants PC

New York, New York

July 15, 2008

83

Podium Technology Limited and Subsidiary

Consolidated Balance Sheets

(In US Dollars)

	June 30,			December 31,
	2008			2007
	(Unaudited)
Assets
Current Assets
Cash and cash equivalent (Note 4)	$	18,706		$	256
Accounts receivable, net (Note 5)		4,176,728			-
Inventories, net (Note 6)		1,192,834			-
Refundable purchase price paid (Note 7)		-			-
Deposit paid for plant renovation (Note 8)		635,708			-
Total current assets		6,023,976			256
Other receivables		361,432			-
Total Assets	$	6,385,408		$	256
Liabilities & Shareholders' Equity
Current Liabilities
Accounts payables and accrued liabilities (Note 9)	$	2,134,677		$	-
Due to related parties (Note 10)		2,730,893			-
Short term loans (Note 11)		600,485			-
Various taxes payable (Note 12)		140,688			-
Wages payable (Note 13)		471,260			-
Corporate taxes payable (Note 14)		211,666			-
Total current liabilities		6,289,669			-
Commitments and contingencies (Note 17)
Shareholders' Equity
Common Stock (Note 15)		50,000			50,000
Share subscription receivable (Note 15)		(30,452	)		( 47,492	)
Accumulated other comprehensive income		19,007			(6	)
Restricted earnings (Note 16)		-			-
Retained earnings (unrestricted)		57,184			( 2,246	)
Total Shareholders' Equity		95,739			256
Total Liabilities & Shareholders' Equity	$	6,385,408		$	256

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

84

Podium Technology Limited and Subsidiary

Consolidated Statements of Operations

(In US Dollars)

	For			For the period
	Six Months Ended June 30,			Incepted July 3 and Ended December 31,
	2008			2007
	(Unaudited)
Revenue
Sales	$	769,826		$	-
Cost of Goods Sold		(593,885	)		-
Gross Profit		175,941			-
Selling Expenses		16,387			-
Other general and administrative		48,879			2,246
Research and development		33,925			-
Total operating expenses		99,191			2,246
Income (loss) from operations		76,750			(2,246	)
Other income (expenses)
Interest income (expense), net		92			-
Penalty on renovation contract		(89	)		-
Other income (expense), net		1			-
Total other income (expenses)		4			-
Income (loss) before income taxes		76,754			(2,246	)
Income taxes (Note 14)		17,324			-
Net income (loss)		59,430			(2,246	)
Other Comprehensive Income:
Foreign currency translation adjustment		19,013			(6	)
Comprehensive Income (Loss)	$	78,443		$	(2,252	)

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

85

Podium Technology Limited and Subsidiary

Consolidated Statements of Cash Flows

(In US Dollars)

	For			For the period
	Six Months Ended June 30,			Incepted July 3 and Ended December 31,
	2008			2007
	(Unaudited)
Cash Flows From Operating Activities
Net Income (loss)	$	59,430		$	(2,246	)
Adjustments to reconcile net income to net cash provided by:
Changes in operating assets and liabilities:
Due to related parties		2,657,166			-
Accounts receivables		(99,162	)		-
Other receivables		(445,000	)		-
Net cash provided (used) by operating activities		2,172,434			(2,246	)
Cash Flows From Investing Activities
Acquisition of subsidiary’s net assets, net of cash acquired		(2,790,285	)		-
Net cash used by investing activities		(2,709,285	)		-
Cash Flows From Financing Activities
Short term loans		600,485			-
Share subscription payment		17,040			2,508
Net cash provided (used) by financing activities		617,525			-
Effect of exchange rate changes on cash		18,776			(6	)
Net increase (decrease) in cash and cash equivalents		18,450			-
Cash and cash equivalents, beginning of period		256			256
Cash and cash equivalents, end of period	$	18,706		$	256
Supplemental disclosure information:
Interest expense paid		-			-
Income taxes paid		-			-
Acquisition of subsidiary’s net assets consideration
Cash paid	$	144,836			-
Due to related parties		2,657,166			-
Total	$	2,802,002			-

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

86

Podium Technology Limited and Subsidiary

Consolidated Statements of Changes in Shareholders’ Equity and Comprehensive Income

(In US Dollars)

									Accumulated
									Other
	Capital		Share			Retained			Comprehensive						Comprehensive
	Stock		Subscription			Earnings			Income (Loss)			Total			Income (Loss)
Balance at July 7, 2007 (Inception)	$	-	$	-		$	-		$	-		$	-
Stock issuance for share subscription
in October 2007		50,000		(50,000	)		-			-			-
Share subscription payment		-		2,508			-			-			2,508
Net loss for period July 7, 2007
(inception) to December 31, 2007		-		-			(2,246	)		-			(2,246	)	$	(2,246	)
Foreign currency translation
adjustment		-		-			-			(6	)		(6	)		(6	)
Comprehensive income		-		-			-			-			-		$	(2,252	)
Balance at December 31, 2007		50,000		(47,492	)		(2,246	)		(6	)		256
Share subscription payment		-		17,040			-			-			17,040
Net income for 6 months
ended June 30, 2008		-		-			59,430			-			59,430		$	59,430
Foreign currency translation
adjustment		-		-			-			19,013			19,013			19,013
Comprehensive income		-		-			-			-			-		$	78,443
Balance at June 30, 2008 (unaudited)	$	50,000	$	(30,452	)		57,184			19,007			95,739

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

87

Podium Technology Limited and Subsidiary

Notes to Consolidated Financial Statements

(Amounts and disclosures at and for the six months ended June 30, 2008 are unaudited)

Note 1 -Organization and Nature of Business

Podium Technology Limited (“PTL” or the “Company”) was established on July 3, 2007 in the British Virgin Islands and the registered office is located at OMC Chamers, P.O. Box 3215, Road Town, Tortolar, British Virgin Islands. On October 3, 2007, PTL authorized and issued 50,000 shares at par value $1HKD to Mr. Wong Kowk Fu; director of PTL. Mr. Wong currently owns 100% of the common shares of PTL, an investment holding company.

On December 27, 2007 PTL signed an Equity Transfer Agreement with Yinlips Digital Technology (Shenzhen) Co., Ltd. (“Yinlips”) , which was established in 2001, and is a Chinese hi-tech company. Yinlips’ business includes design, manufacture, and marketing of CRTs, LCDs, and a series of portable digital devices, including portable DVDs, Palm PCs, MP3s, Mp4s, PMPs, Mp4+Games, Game cards, and digital photo frames.

On January 5, 2008, PTL and Yinlips agreed that the owners of Yinlips would transfer their 100% ownership in its registered capital of RMB 1 million to PTL. This agreement was approved by the Chinese authorities on January 16, 2008. The two parties also agreed upon that the first payment (10% of the total consideration) to be made on April 2008, and the rest of the payments will be made within the next six months. On April 29, 2008, PTL made its first payment of USD $14,893 to Yinlips’ owners and a subsequent payment of USD $122,943 on June 18, 2008. On that date, PTL acquired all of the outstanding equity of Yinlips and became a wholly-owned subsidiary when the full purchase price as originally approved by the Chinese authorities was paid. On June 11, 2008, the original Equity Transfer Agreement was restated among the Company and the owners of Yinlips to increase the purchase price to its assessed market value of RMB 19,200,000. The payments for the residual purchase price will be made by the end of 2008.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

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

Basis of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiary as of June 18, 2008. All significant inter-company transactions have been eliminated in the consolidation.

Use of Estimates

The preparation of the financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences may be material to the financial statements.

Cash and Cash Equivalents

Cash and cash equivalents includes cash on hand, cash on deposit with various financial institutions in the PRC, and all highly-liquid investments with original maturities of three months or less at the time of purchase. Banks and other financial institutions in the PRC do not provide insurance for funds held on deposit.

Advertising

Yinlips expenses advertising costs as incurred. Advertising is included in selling expenses for financial reporting.

88

Podium Technology Limited and Subsidiary

Notes to Consolidated Financial Statements

(Amounts and disclosures at and for the six months ended June 30, 2008 are unaudited)

Note 2 - Summary of Significant Accounting Policies (continued)

Foreign Currency Transactions and Translations

The reporting currency for PTL and Yinlips are in U.S. dollar. PTL operates in Hong Kong and its functional currency is Hong Kong dollar. Yinlips operates in China and its functional currency is Renminbi. The financial statements are translated into U.S. dollars using period-end rates of exchange for assets and liabilities and average rates of exchange in the period for revenues and expenses. Translation gains and losses are recorded in accumulated other comprehensive income or loss as a component of shareholders’ equity. Net gains and losses resulting from foreign exchange transactions are included in other income.

The exchange rates used for foreign currency translation were as follows (USD$1 = RMB):.

Period Covered	Balance Sheet Date Rates	Average Rates
Year ended December 31, 2007	7.29395	7.59474
Peroid ended January 16, 2008	7.23223	7.26111
Six months ended June 30, 2008	6.85166	7.05020
Six months ended June 30, 2007	7.60456	7.70951

The exchange rates used for foreign currency translation were as follows (HKD$1 = USD):

Period Covered	Balance Sheet Date Rates	Average Rates
Year ended December 31, 2007	0.12817	0.12818
Peroid ended January 16, 2008	0.12821	0.12815
Period ended June 30,2008	0.12819	0.12827

Comprehensive Income

PTL and Yinlips have adopted Statement of Financial Accounting Standards No. 130 (SFAS 130), "Reporting Comprehensive Income", which establishes standards for the reporting and displaying of comprehensive income, its components and accumulated balances. Yinlips is disclosing this information on its Statement of Stockholders' Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners.

Allowance for doubtful accounts receivable

The allowance for doubtful accounts is provided using a factor of 0.5‰ of the year-end or period-end total accounts receivable trade balances.

Accounts Receivable

Accounts receivable are carried at original invoice amount less an estimate made for doubtful accounts based on a review of all outstanding amounts periodically. Management’s judgment and estimates are made in connection with establishing the allowance for doubtful accounts. Specifically, Yinlips analyzes the aging of accounts receivable balances, historical bad debts, customer concentrations, customer credit-worthiness, current economic trends and changes in our customer payment terms, significant changes in customer concentration or payment terms, deterioration of customer credit-worthiness or weakening in economic trends that could have a significant impact on the collectability of receivables and its operating results. If the financial condition of its customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

Inventories

Inventories, which are primarily comprised of raw materials, packaging materials, work-in-progress, semi-assembled goods and finished goods, are stated at the lower of cost or net realizable value, using the first-in, first-out (“FIFO”) method. Cost is determined on the basis of a moving average costing method. Yinlips evaluates the need for reserves associated with obsolete, slow-moving and non-salable inventory by reviewing net realizable values on a periodic basis and uses specific identification method to make the reserves.

89

Podium Technology Limited and Subsidiary

Notes to Consolidated Financial Statements

(Amounts and disclosures at and for the six months ended June 30, 2008 are unaudited)

Note 2 - Summary of Significant Accounting Policies (continued)

Property and Equipment

Property and equipment are recorded at cost and depreciated using the straight-line method, with an estimated 5% salvage value of original cost, over the estimated useful lives of the assets listed below.

Expenditures for repairs and maintenance, if not to improve or extend the expected useful lives of the assets, are expensed as incurred while major replacements and improvements are capitalized.

When property or equipment is retired or disposed of, the cost and accumulated depreciation are removed from the accounts, with any resulting gains or losses being included in net income or loss in the year of disposition.

Building	20 years
Molds	5 years
Machinery &Equipment	5 years
Electronic Equipment	5 years
Computer Software	5 years
Computer Equipment	5 years
Office Equipment	5 years
Other Equipment	5 years
Automobiles	5 years
Leasehold Improvement	5 years

Income Taxes

PTL and Yinlips has adopted Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes", which requires Yinlips to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Yinlips’ financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.

Business Combinations

The Company adopted SFAS No. 141R, Business Combinations (SFAS No. 141R) issued by FASB on December 4, 2007. Under SFAS No. 141R requires the acquiring entity in a business combination to recognize all the assets acquired and liabilities assumed, establishes the acquisition date fair value as the measurement objective for all assets acquired and liabilities assumed, and requires the acquirer to expand disclosures about the nature and financial effect of the business combination. SFAS No. 141R is effective for 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. The company has disclosed such information in Note 3 of the financial statement.

Goodwill

The Company adopted SFAS No. 142, “Goodwill and Intangible Assets” (“SFAS 142”) on January 1, 2002. Under SFAS 142, goodwill is no longer amortized, but tested for impairment annually, or more frequently, if facts and circumstances warrant a review. The provisions of SFAS 142 require that a two-step test be performed to assess goodwill for impairment. First, the fair value of each reporting unit is compared to its carrying value. If the fair value exceeds the carrying value, goodwill is not impaired and no further testing is performed. The second step is performed if the carrying value exceeds the fair value. The implied fair value of the reporting unit’s goodwill must be determined and compared to the carrying value of the goodwill. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, an impairment loss equal to the difference will be recorded.

90

Podium Technology Limited and Subsidiary

Notes to Consolidated Financial Statements

(Amounts and disclosures at and for the six months ended June 30, 2008 are unaudited)

Note 2 - Summary of Significant Accounting Policies (continued)

Revenue Recognition

Yinlips revenue is derived from the sale of products. Yinlips recognizes revenue from the sale of products in accordance with SAB 104. Under SAB 104, product revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the sale price is fixed or determinable, and collectibility is reasonably assured. In general, Yinlips recognizes revenue upon the shipment of goods. Yinlips does grant customers a right to return products. Such returns are recorded as incurred and have been immaterial for all the periods presented.

Recently Issued Accounting Pronouncements

In February 2006, FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments”. SFAS No. 155 amends SFAS No 133, “Accounting for Derivative Instruments and Hedging Activities”, and SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”. SFAS No. 155, permits fair value re-measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133, establishes a requirement to evaluate interest in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives, and amends SFAS No. 140 to eliminate the prohibition on the qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. This statement is effective for all financial instruments acquired or issued after the beginning of the Yinlips’ first fiscal year that begins after September 15, 2006. The adoption of this statement did not have a material impact on the PTL’s consolidated financial position or results of operations.

In March 2006 FASB issued SFAS 156 “Accounting for Servicing of Financial Assets” this Statement amends FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, with respect to the accounting for separately recognized servicing assets and servicing liabilities. This Statement:

· Requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract.

· Requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable.

· Permits an entity to choose 'Amortization method' or ‘Fair value measurement method’ for each class of separately recognized servicing assets and servicing liabilities.

· At its initial adoption, permits a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available-for-sale securities under Statement 115, provided that the available-for-sale securities are identified in some manner as offsetting the entity's exposure to changes in fair value of servicing assets or servicing liabilities that a servicer elects to subsequently measure at fair value.

· Requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of financial position and additional disclosures for all separately recognized servicing assets and servicing liabilities. An entity should adopt this Statement as of the beginning of its first fiscal year that begins after September 15, 2006.

In June 2006, the Financial Accounting Standards Board (“FASB”) ratified the provisions of Emerging Issues Task Force (“EITF”) Issue No. 06-3, “How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross versus Net Presentation).” EITF Issue No. 06-3 requires that the presentation of taxes within revenue-producing transactions between a seller and a customer, including but not limited to sales, use, value added, and some excise taxes, should be on either a gross (included in revenue and cost) or a net (excluded from revenue) basis. In addition, for any such taxes that are reported on a gross basis, a company should disclose the amounts of those taxes in interim and annual financial statements for each period for which an income statement is presented if those amounts are significant. The disclosure of those taxes can be done on an aggregate basis. EITF Issue No. 06-3 is effective for fiscal years beginning after December 15, 2006, which will be the Yinlips’ fiscal 2008. The adoption of EITF Issue No. 06-3 did not have a material impact on the PTL’s consolidated financial position or results of operations.

91

Podium Technology Limited and Subsidiary

Notes to Consolidated Financial Statements

(Amounts and disclosures at and for the six months ended June 30, 2008 are unaudited)

Note 2 - Summary of Significant Accounting Policies (continued)

In July 2006, the FASB issued FASB Interpretation (“FIN”) No. 48, “Accounting for Uncertainty in Income Taxes,” which prescribes a comprehensive model for how a company should recognize, measure, present and disclose in its financial statements uncertain tax positions that Yinlips has taken or expects to take on a tax return (including a decision whether to file or not to file a return in a particular jurisdiction). The accounting provisions of FIN No. 48 are effective for fiscal years beginning after December 15, 2006. The adoption of this Interpretation had no impact on the PTL’s consolidated financial position or results of operations.

In September 2006, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements”, which establishes a framework for reporting fair value and expands disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Company has adopted the standard effective January 1, 2008 for all financial assets and liabilities as required. The adoption of SFAS 157 is not material to the Company’s consolidated financial statements.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities-Including an amendment of FASB Statement No. 115, (“SFAS No. 159”). SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of this Statement apply only to entities that elect the fair value option. However, the amendment to FASB Statement No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” (“SFAS No. 115”), applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective for the Company’s consolidated financial statements for the annual reporting period beginning after November 15, 2007. The Company has not adopted the standard to measure its assets or liabilities at the fair value option, other than its available for sale and trading securities.

On December 4, 2007, the FASB issued SFAS No. 160, Noncontrolling interest in Consolidated Financial Statements (SFAS No. 160). SFAS No. 160 requires all entities to report noncontrolling (minority) interests in subsidiaries as equity in the consolidated financial statements. The statement establishes a single method of accounting for changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation and expands disclosures in the consolidated financial statements. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. The Company has not yet determined the impact of the adoption of SFAS No. 160 on its consolidated financial statements and footnote disclosures.

In March 2008, the FASB issued SFAS 161, “Disclosures about Derivative Instruments and Hedging Activities”. The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. PTL is currently evaluating the impact of adopting SFAS 161 on its consolidated financial statements.

92

Podium Technology Limited and Subsidiary

Notes to Consolidated Financial Statements

(Amounts and disclosures at and for the six months ended June 30, 2008 are unaudited)

Note 3 – Business Combinations and Acquisitions

On June 18, 2008, PTL acquired all of the outstanding equity of Yinlips and became a wholly-owned subsidiary when the full purchase price as originally approved by the Chinese authorities was paid. The results of Yinlips’ operations have been included in the consolidated financial statements since that date. On June 11, 2008, the original Equity Transfer Agreement was restated among the Company and the owners of Yinlips to increase the purchase price to its assessed market value of RMB 19,200,000. The aggregated purchase price was RMB 19,200,000 (USD $2,802,002), including RMB 1 million (USD $120,967) of registered capital which was financed with a combination of cash and debt issuance. The transaction was accounted for using the purchase method of accounting in accordance with SFAS 141R, Business Combinations.

Yinlips Digital Technology (Shenzhen) Co., Ltd. (“Yinlips”) was established in 2001, and is a Chinese hi-tech company. Yinlips’ business includes design, manufacture, and marketing of CRTs, LCDs, and a series of portable digital devices, including portable DVDs, Palm PCs, MP3s, Mp4s, PMPs, Mp4+Games, Game cards, and digital photo frames.

The fair value of assets acquired and liabilities assumed consist of the following:

	Net assets on book			Negative goodwill			Net assets acquired at fair value
Current assets	$	6,384,744		$	(466,920	)	$	5,917,824
Fixed assets		803,221			(803,221	)		-
Other assets		16,434			-			16,434
Total assets acquired		7,204,399			(1,270,141	)		5,934,258
Current Liabilities		(3,132,018	)		-			(3,132,018	)
Total liabilities assumed		(3,132,018	)		-			(3,132,018	)
Foreign Currency Translation		-			-			(238	)
Net assets acquired	$	4,072,381		$	(1,270,141	)	$	2,802,002

The negative goodwill is allocated as follows:

Fixed assets	$	803,221
Allowance for doubtful accounts		322,360
Allowance for obsolete inventories		94,303
Refundable purchase price paid		50,257
Foreign currency translation adjustment		238
Total	$	1,270,379

The acquisition consideration comprised of the following:

Cash paid per original agreement	$	144,836
Amount due per restated agreement		2,657,166
Total purchase price	$	2,802,002

Pro Forma Financial Statements

The pro forma financial reflects the pro forma results of operations for the six months ended June 30, 2008 and 2007, as if the Company had completed the acquisition of Yinlips’ net assets as of Jan 1, 2007. The pro forma results are not necessarily indicative of either future results of our operations or results that might have been achieved had the acquisition actually occurred since the beginning of 2007.

	For six months ended		For year ended
	June 30, 2008		December 31, 2007
Sales	$	12,319,811	$	14,136,570
Cost of goods sold		9,621,007		11,690,644
Net income (loss)	$	1,227,051	$	1,415,307

93

Podium Technology Limited and Subsidiary

Notes to Consolidated Financial Statements

(Amounts and disclosures at and for the six months ended June 30, 2008 are unaudited)

Note 4 - Cash and Cash Equivalents

Cash and Cash Equivalents consist of the following:

	June 30,		December 31,
	2008		2007
Cash on hand	$	7,821	$	51
Cash in bank		10,885		205
Total	$	18,706	$	256

Note 5 - Accounts Receivable

Accounts receivable consists of the following:

	June 30,			December 31,
	2008			2007
Accounts receivable	$	4,566,663		$	-
Allowance for doubtful accounts		(389,935	)		-
Total	$	4,176,728		$	-

The provision for bad debts increased by $375,729 in the six months ended June 30, 2008, as follows:

	June 30,		December 31,
	2008		2007
Beginning of year	$	14,206	$	-
Current period additions		375,729		-
End of period	$	389,935	$	-

*Additional increase in provision for bad debts is due to business combination & acquisition of Yinlips. (Note 3)

Note 6 - Inventories

Inventories consist of the following:

	June 30,			December 31,
	2008			2007
Raw materials	$	1,752,742		$	-
WIP		201,519			-
Finished goods		85,455			-
Less: allowance for obsolete inventories		(846,882	)		-
Total	$	1,192,834		$	-

Management uses the specific identification method to provide an allowance for obsolete or slow-moving inventory items, including finished goods and raw materials. The allowance for obsolescence increased by $761,750 in the six months ended June 30, 2008 as follows:

	June 30,		December 31,
	2008		2007
Beginning of year	$	85,132	$	-
Additions		761,750		-
End of year	$	846,882	$	-

*Additional increase in allowance for obsolescence is due to business combination and acquisition of Yinlips. (Note 3)

94

Podium Technology Limited and Subsidiary

Notes to Consolidated Financial Statements

(Amounts and disclosures at and for the six months ended June 30, 2008 are unaudited)

Note 7 - Refundable Purchase Price Paid

The Company intends to acquire a digital technology company for which they paid RMB 5,771,000 ($791,204) as a deposit. On December 31, 2007, the Company disclosed that this business combination was expected to be completed on June 30, 2008. If the transaction is not completed on time the deposit will be fully refunded. However, on May 10, 2008, the two parties decided to delay the deal closing date to the end of August 2008 due to change of the operation circumstances from both the Company and the acquired. On July 19, 2008, both parties renegotiated and signed a refund agreement in which the digital technology company agreed to refund RMB3,000,000 (Approximately $439,000) on September 15, 2008 and RMB 2,771,000 (Approximately $405,000) on October 5, 2008 unless the merger goes forward.

.

Note 8 - Deposit Paid for Plant Renovation

In the third quarter of 2007, the Company signed a contract for new plant renovation and paid a deposit of RMB 5,000,000 (USD $685,500). The contract was terminated in January 2008 because of new environmental regulations enforced by the local government which prohibits the establishment of a plant within the designated area. The Company then entered an agreement with the original contractor to pay a penalty of RMB 300,000 ($42,552) and the rest of the deposit would be refunded by the end of March 31, 2008. The Company has the intention to continue with the plant renovation for its business expansion therefore renegotiated and signed a supplemental agreement on March 25, 2008 and agreed upon a plan to resolve the paid-in deposit. On July 19, 2008, the two parties amended the supplemental agreement and decided that the contractor to refund RMB 2,500,000 (Approximately $365,000) on September 20, 2008 and RMB 2,200,000 (Approximately $322,000) on October 10, 2008 unless the renovation begins.

Note 9 - Payables and Accrued Liabilities

Payables and accrued liabilities consist of the following:

	June 30,		December 31,
	2008		2007
Accounts payable	$	1,816,041	$	-
Accrued liabilities		176,600		-
Other payables		142,036		-
Total	$	2,134,677	$	-

Note 10 - Due to Related Parties

Guo Mingguo, Vice President of the company, made a payment $73,727 to the suppliers.

On January 5, 2008, PTL and Yinlips agreed that the owners of Yinlips would transfer their 100% ownership in its registered capital of RMB 1 million to PTL. This agreement was approved by the Chinese authorities on January 16, 2008. The two parties also agreed upon that the first payment (10% of the total consideration) to be made on April 2008, and the rest of the payments will be made within the next six months. On April 29, 2008, the company made its first payment of USD $14,893 to Yinlips’ owners, and a subsequent payment of USD $122,943 on June 18, 2008. On June 11, 2008, PTL decided to acquire all of the outstanding equity of Yinlips pursuant to the Equity Transfer Agreement and restated among the Company and the owners of Yinlips at its assessed market value of RMB 19,200,000. The payments for the residual purchase price in the amount of USD $2,657,166 (RMB 18,200,000) will be made by the end of 2008.

Note 11 - Short Term Loans

On May 30, 2008, PTL was indebted for two bridge notes from Midsouth Investment and Trillion Investment. The principal amounts on the notes are $300,000 each and are secured by various assets and properties of the company. The term of the notes bear interest at the rate of 12 percent per annum, compounded annually with a six months term. A warrant was issued to each lender to purchase conversions shares of the Company. The warrant is exercisable for that number of conversion shares determined by dividing the Warrant Coverage Amount (50% of the principal amount of the note) by the Conversion Price prior to May 30, 2013. The fair market value of the warrant is equal to 0.01% of the principal amount of the note to which it relates.

95

Podium Technology Limited and Subsidiary

Notes to Consolidated Financial Statements

(Amounts and disclosures at and for the six months ended June 30, 2008 are unaudited)

Note 12 - Various Taxes Payable

Various taxes payable consists of the following:

	June 30,		December 31,
	2008		2007
Value-added taxes (VAT) payable:	$	135,276	$	-
Other misc. taxes/levies		5,412		-
Total	$	140,688	$	-

The other misc taxes/levies included City development levies and Educational levies. The City development levies and Educational levies are respectively 1% and 3% of last month VAT.

Note 13 - Wages Payable

The wages payable consists of the following:

	June 30,		December 31,
	2008		2007
Wages payable	$	113,336	$	-
Benefits payable		357,924		-
Total	$	471,260	$	-

Note 14 - Corporate Tax Payable

As a manufacturing enterprise established in Shenzhen, PRC, the Company was entitled to a preferential Enterprise Income Tax (”EIT”) rate. Since 2008, the local government has increased the EIT rate from 15% to 18%. The company is currently applying for the High-Tech Enterprise title. If the application is approved by the local government, the Company will be entitled to 100% tax exemption for 2 years starting from the first profitable year, and followed by 3 years of 50% tax savings, and after that, the Company will have to pay corporate income taxes at normal EIT rate.

The corporate income tax expense and payable are as follows:

	June 30,		December 31,
	2008		2007
Corporate income tax expense	$	76,754	$	-
Corporate income tax payable	$	211,666	$	-

The tax authority of the PRC Government conducts periodic and ad hoc tax filing reviews on business enterprises operating in the PRC after those enterprises had completed their relevant tax filings, hence the Yinlips’ tax filings in the PRC may not be finalized. It is therefore uncertain as to whether the PRC tax authority may take different views about the Yinlips’ tax filings which may lead to additional tax liabilities.

A reconciliation between the income tax computed at the U.S. statutory rate and the Company’s provision for income tax is as follows:

	June 30,			December 31,
	2008			2007
U.S. statutory rate		34	%		34	%
Foreign income not recognized in the U.S.		-34	%		-34	%
PRC preferential enterprise income tax rate		18	%		15	%
Provision for income tax		18	%		15	%

96

Podium Technology Limited and Subsidiary

Notes to Consolidated Financial Statements

(Amounts and disclosures at and for the six months ended June 30, 2008 are unaudited)

Note 15 - Shareholders’ Equity

Issuance of Common Stock

Yinlips was authorized to issue 50,000 shares of common stock with par value of $1.00. In October 2007, Yinlips issued 50,000 shares to Wong Kowk Fu at par value subject to a share subscription agreement. The Subscription Receivable balances as of June 30, 2008 and December 31, 2007 are as follows:

	June 30,			December 31,
	2008			2007
Share subscription receivable	$	(30,452	)	$	(47,492	)

Warrants

On May 30, 2008, PTL was indebted for two bridge notes from Midsouth Investment and Trillion Investment. A warrant was issued to each lender to purchase conversions shares of the Company. The warrant is exercisable for that number of conversion shares determined by dividing the Warrant Coverage Amount (50% of the principal amount of the note) by the Conversion Price prior to May 30, 2013. The fair market value of the warrant is equal to 0.01% of the principal amount of the note to which it relates.

Note 16 - Statutory Reserves

As stipulated by the relevant laws and regulations for enterprises operating in the PRC, Yinlips is required to make annual appropriations to a statutory surplus reserve fund that is to allocate total 15% its profits after taxes, as determined in accordance with the PRC accounting standards applicable to Yinlips, to a statutory surplus reserve until such reserves reach 50% of the registered capital of Yinlips. The management made appropriation of $70,881 for this surplus reserve in 2005. This amount is over the 50% of the registered capital of Yinlips. Yinlips does not need to make this surplus reserve any more until increasing the registered capital.

Note 17 - Commitments and Contingencies

Operating Lease Commitments

Yinlips has entered into several tenancy agreements in respect to the plant and the office. As of March 31, 2007 the Yinlips commitment of minimum lease payments under these non-cancelable operating leases for the next five years and thereafter are as follows:

Years		Amounts
2008	$	68,612
2009		37,893
2010		22,105
2011		-
Thereafter		-
	$	128,610

Total rental expenses for the six months ended June 31, 2008 amounted to $1,591 respectively.

Refundable Purchase Price Paid

The Company intends to acquire a digital technology company for which they paid RMB 5,771,000 ($791,204) as a deposit. On December 31, 2007, the Company disclosed that this business combination was expected to be completed on June 30, 2008. If the transaction is not completed on time the deposit will be fully refunded. However, on May 10, 2008, the two parties decided to delay the deal closing date to the end of August 2008 due to change of the operation circumstances from both the Company and the acquired. On July 19, 2008, both parties renegotiated and signed a refund agreement in which the digital technology company agreed to refund RMB3,000,000 (Approximately $439,000) on September 15, 2008 and RMB 2,771,000 (Approximately $405,000) on October 5, 2008 unless the merger goes forward.

97

Podium Technology Limited and Subsidiary

Notes to Consolidated Financial Statements

(Amounts and disclosures at and for the six months ended June 30, 2008 are unaudited)

Note 17 - Commitments and Contingencies (continued)

Deposit Paid for Plant Renovation

In the third quarter of 2007, the Company signed a contract for new plant renovation and paid a deposit of RMB 5,000,000 (USD $685,500). The contract was terminated in January 2008 because of new environmental regulations enforced by the local government which prohibits the establishment of a plant within the designated area. The Company then entered an agreement with the original contractor to pay a penalty of RMB 300,000 ($42,552) and the rest of the deposit would be refunded by the end of March 31, 2008. The Company has the intention to continue with the plant renovation for its business expansion therefore renegotiated and signed a supplemental agreement on March 25, 2008 and agreed upon a plan to resolve the paid-in deposit. On July 19, 2008, the two parties amended the supplemental agreement and decided that the contractor to refund RMB 2,500,000 (Approximately $365,000) on September 20, 2008 and RMB 2,200,000 (Approximately $322,000) on October 10, 2008 unless the renovation begins.

Business Combinations and Acquisitions of Yinlips

On January 5, 2008, PTL and Yinlips agreed that the owners of Yinlips would transfer their 100% ownership in its registered capital of RMB 1 million to PTL. This agreement was approved by the Chinese authorities on January 16, 2008. The two parties also agreed upon that the first payment (10% of the total consideration) to be made on April 2008, and the rest of the payments will be made within the next six months. On April 29, 2008, the company made its first payment of $14,893 to Yinlips’ owners, and a subsequent payment of $122,943 on June 18, 2008. On June 11, 2008, PTL decided to acquire all of the outstanding equity of Yinlips pursuant to the Equity Transfer Agreement and restated among the Company and the owners of Yinlips at its assessed market value of RMB 19,200,000. The payments for the residual purchase price in the amount of $2,657,166 (RMB 18,200,000) will be made by the end of 2008.

Note 18 - Current Vulnerability Due to Certain Concentrations

Yinlips’ operations are all carried out in the PRC. Accordingly, Yinlips’ business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC, and by the general state of the PRC’s economy.

Yinlips’ operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in the North America and Western Europe. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange. Yinlips’ results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

98

YINLIPS DIGITAL TECHNOLOGY (SHENZHEN) CO., LTD.

FINANCIAL STATEMENTS

JUNE 30, 2008

99

YINLIPS DIGITAL TECHNOLOGY (SHENZHEN) CO., LTD.

INDEX

	PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	117
BALANCE SHEETS	118
STATEMENTS OF OPERATIONS	119
STATEMENTS OF CASH FLOWS	120
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME	121
NOTES TO FINANCIAL STATEMENTS	122-131

100

KEMPISTY & COMPANY

CERTIFIED PUBLIC ACCOUNTANTS, P.C. 

15 MAIDEN LANE - SUITE 1003 - NEW YORK, NY 10038 - TEL (212) 406-7272 - FAX (212) 513-1930

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Yinlips Digital Technology (Shenzhen) Co., Ltd.

We have audited the accompanying balance sheets of Yinlips Digital Technology (Shenzhen) Co., Ltd. as of December 31, 2007 and 2006 and the related statements of operations, changes in shareholders’ equity and comprehensive income, and cash flows for each of the years in the two year period ended December 31, 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these 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. The Company is not required at this time, to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included 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 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Yinlips Digital Technology (Shenzhen) Co., Ltd. at December 31, 2007 and 2006 and the results of its operations and its cash flows for each of the years in the two year period ended December 31, 2007 in conformity with accounting principles generally accepted in the in the United States of America.

Kempisty & Company

Certified Public Accountants PC

New York, New York

March 10, 2008

101

Yinlips Digital Technology (Shenzhen) Co., Ltd.

Balance Sheets

(In US Dollars)

	June 30,				December 31,
	2008		2007		2007		2006
	(Unaudited)		(Unaudited)
Assets
Current Assets
Cash and cash equivalents (Note 3)	$	11,717	$	10,866	$	20,287	$	21,832
Accounts receivable, net (Note 4)		4,551,540		1,871,676		2,020,275		1,479,870
Inventories, net (Note 5)		1,949,088		1,165,615		1,622,372		955,021
Refundable purchase price paid (Note 6)		842,277		561,637		791,204		-
Plant renovation deposit (Note 7)		729,750		-		685,500		-
Total current assets		8,084,372		3,609,794		5,139,638		2,456,723
Fixed assets, net (Note 8)		1,504,730		1,466,508		1,503,192		1,359,048
Other receivables		16,436		9,073		15,437		2,129
Total Assets	$	9,605,538	$	5,085,375	$	6,658,267	$	3,817,900
Liabilities and Shareholders' Equity
Current Liabilities
Accounts payable and accrued liabilities (Note 9)	$	2,134,677	$	1,535,518	$	1,120,591	$	1,097,725
Various taxes payable (Note 10)		140,688		138		81,277		55,835
Wages payable (Note 11)		471,260		241,276		368,594		184,175
Corporate taxes payable (Note 12)		211,666		110,866		195,041		184,511
Due to related parties (Note 13)		173,727		-		-		7,913
Total current liabilities		3,132,018		1,887,798		1,765,503		1,530,159
Commitments and contingencies (Note 16)		-		-		-		-
Shareholders' Equity
Paid-in capital (Note 14)		120,967		120,967		120,967		120,967
Accumulated other comprehensive income		679,549		142,872		328,092		73,234
Restricted earnings (Note 15)		70,881		70,881		70,881		70,881
Retained earnings (unrestricted)		5,602,123		2,862,857		4,372,824		2,022,659
Total Shareholders' Equity		6,473,520		3,197,577		4,892,764		2,287,741
Total Liabilities and Shareholders' Equity	$	9,605,538	$	5,085,375	$	6,658,267	$	3,817,900

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

102

Yinlips Digital Technology (Shenzhen) Co., Ltd.

Statements of Operations

(In US Dollars)

	For Six Months Ended						For Year Ended
	June 30,						December 31,
	2008			2007			2007			2006
	(Unaudited)			(Unaudited)
Revenue
Sales	$	12,319,811		$	9,272,741		$	21,304,717		$	14,136,570
Cost of goods sold		(9,621,007	)		(7,545,034	)		(16,883,580	)		(11,630,350	)
Gross Profit		2,698,804			1,727,707			4,421,137			2,506,220
Selling Expenses		325,819			212,496			490,951			372,662
General and administrative		317,540			73,843			275,893			141,942
Research and development		470,297			424,851			867,903			236,041
Depreciation of property, plant and equipment		37,435			29,457			27,469			31,768
Total operating expenses		1,151,089			740,647			1,662,216			782,413
Income from operations		1,547,715			987,059			2,758,921			1,723,807
Other income (expenses)
Interest income (expense), net		725			1,270			2,344			(229	)
Penalty on renovation contract		(42,552	)					-			-
Write-down of obsolete inventory		-						-			(60,294	)
Other income (expense), net		36			139			55			1,783
Total other income (expenses)		(41,791	)		1,409			2,399			(58,740	)
Income before income taxes		1,505,924			988,468			2,761,320			1,665,067
Income taxes (Note 12)		(276,625	)		(148,270	)		(411,155	)		(249,760	)
Net income		1,229,299			840,198			2,350,165			1,415,307
Other Comprehensive Income:
Foreign currency translation adjustment		351,457			69,638			254,858			58,306
Comprehensive Income	$	1,580,756		$	909,836		$	2,605,023		$	1,473,613

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

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Yinlips Digital Technology (Shenzhen) Co., Ltd.

Statements of Cash Flows

(In US Dollars)

	For Six Months Ended						For Years Ended
	June 30,						December 31,
	2008			2007			2007			2006
	(Unaudited)			(Unaudited)
Cash Flows From Operating Activities
Net Income	$	1,229,299		$	840,198		$	2,350,165		$	1,415,307
Adjustments to reconcile net income to net cash provided (used) by operating activities:
Depreciation		94,551			72,005			152,660			87,326
Changes in operating assets and liabilities:
Accounts receivable, net		(2,531,265	)		(391,806	)		(540,405	)		(829,557	)
Refundable purchase price paid		-			(561,637	)		(791,204	)		-
Plant renovation deposit		-						(685,500	)		-
Other receivables		(999	)		(6,944	)		(13,308	)		(270	)
Inventories, net		(326,716	)		(210,594	)		(667,351	)		(482,038	)
Accounts payable and accrued liabilities		1,004,087			437,793			22,866			420,828
Various taxes payable		59,411			(55,697	)		25,442			24,219
Wages payable		102,666			57,101			184,419			103,335
Corporate tax payable		16,625			(73,645	)		10,530			151,970
Net cash provided (used) by operating activities		(352,341	)		106,774			48,314			891,120
Cash Flows From Investing Activities
Purchases of property and equipment		(1,795	)		(145,978	)		(209,275	)		(906,717	)
Net cash used by investing activities		(1,795	)		(145,978	)		(209,275	)		(906,717	)
Cash Flows From Financing Activities
Due to related parties		173,727			(7,913	)		(7,913	)		(2,518	)
Net cash provided (used) by financing activities		173,727			(7,913	)		(7,913	)		(2,518	)
Effect of exchange rate changes on cash		171,839			36,151			167,329			23,396
Net increase (decrease) in cash and cash equivalents		(8,570	)		(10,966	)		(1,545	)		5,281
Cash and cash equivalents, beginning of period		20,287			21,832			21,832			16,551
Cash and cash equivalents, end of period	$	11,717		$	10,866		$	20,287		$	21,832
Supplemental disclosure information:
Interest expense paid	$	-		$	-		$	-		$	-
Income taxes paid	$	64,959		$	300,000		$	411,155		$	249,760

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

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Yinlips Digital Technology (Shenzhen) Co., Ltd.

Statements of Changes in Shareholders’ Equity and Comprehensive Income

(In US Dollars)

							Accumulated
					Retained		Other
	Paid in		Retained		Earnings		Comprehensive				Comprehensive
	Capital		Earnings		Restricted		Income		Total		Income
Balance at December 31, 2005	$	120,967	$	607,352	$	70,881	$	14,928	$	814,128
Net income for the year		-		1,415,307		-		-		1,415,307	$	1,415,307
Foreign currency translation adjustment		-		-		-		58,306		58,306		58,306
Comprehensive income		-		-		-		-		-	$	1,473,613
Balance at December 31, 2006		120,967		2,022,659		70,881		73,234		2,287,741
Net income for the year		-		2,350,165		-		-		2,350,165	$	2,350,165
Foreign currency translation adjustment		-		-		-		254,858		254,858		254,858
Comprehensive income		-		-		-		-		-	$	2,605,023
Balance at December 31, 2007		120,967		4,372,824		70,881		328,092		4,892,764
Net income for 6 months ended June 30, 2008		-		1,229,299		-		-		1,229,299	$	1,229,299
Foreign currency translation adjustment		-		-		-		351,457		351,457		351,457
Comprehensive income		-		-		-		-		-	$	1,580,756
Balance at June 30, 2008	$	120,967	$	5,602,123	$	70,881	$	679,549	$	6,473,520

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

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Yinlips Digital Technology (Shenzhen) Co., Ltd.

Notes to Financial Statements

(Amounts and disclosures at and for the six months ended June 30, 2008 and 2007 are unaudited)

Note 1 -Organization and Nature of Business

Yinlips Digital Technology (Shenzhen) Co., Ltd. (“Yinlips”, or “the Company”) was established in 2001, and is a Chinese hi-tech company. The Company’s business includes design, manufacture, and marketing of CRTs, LCDs, and a series of portable digital devices, including portable DVDs, Palm PCs, MP3s, Mp4s, PMPs, Mp4+ Games, Game cards, and digital photo frames. Yinlips also accepts ODM and OEM orders from the United States, Europe, South America, and Southeast Asia.

On December 27, 2007, the Company signed an Equity Transfer Agreement with Podium Technology Limited (“PTL”). On January 5, 2008, the two parties agreed that the owners of Yinlips would transfer their 100% ownership in its registered capital of RMB 1 million to PTL. This Agreement was approved by the Chinese authorities on January 16, 2008.

Podium Technology Limited (“PTL”) was established on July 3, 2007 in the British Virgin Islands and the registered office is located at OMC Chamers, P.O. Box 3215, Road Town, Tortolar, British Virgin Islands. PTL authorized 50,000 shares, par value $1 per share. On October 3, 2007, PTL issued 50,000 shares at par value to Mr. Wong Kowk Fu, the director of PTL. Mr. Wong holds 100% of the shares of PTL, an investment holding company that had no subsidiary before this transaction.

On June 18, 2008, PTL completed the acquisition of Yinlips and became wholly-owned subsidiary of PTL.

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

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

On June 18, 2008, PTL completed the acquisition of Yinlips and became wholly-owned subsidiary of PTL. The accompanying financial statements of the Company are these of Yinlips only.

Use of Estimates

The preparation of the financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences may be material to the financial statements.

Cash and Cash Equivalents

Cash and cash equivalents includes cash on hand, cash on deposit with various financial institutions in the PRC, and all highly-liquid investments with original maturities of three months or less at the time of purchase. Banks and other financial institutions in the PRC do not provide insurance for funds held on deposit.

Advertising

The Company expenses advertising costs as incurred. Advertising is included in selling expenses for financial reporting.

Foreign Currency Transactions and Translations

The Company’s reporting currency is the U.S. dollar. The company operates in China and uses Renminbi as its functional currency. The financial statement is translated into U.S. dollars using period-end rates of exchange for assets and liabilities and average rates of exchange in the period for revenues and expenses. Translation gains and losses are recorded in accumulated other comprehensive income or loss as a component of shareholders’ equity. Net gains and losses resulting from foreign exchange transactions are included in other income.

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Yinlips Digital Technology (Shenzhen) Co., Ltd.

Notes to Financial Statements

(Amounts and disclosures at and for the six months ended June 30, 2008 and 2007 are unaudited)

Note 2 - Summary of Significant Accounting Policies (continued)

The exchange rates used for foreign currency translation were as follows (USD$1 = RMB)

Period Covered	Balance Sheet Date Rates		Average Rates
Year ended December 31, 2006		7.79750		7.96369
Year ended December 31, 2007		7.29395		7.59474
Six months ended June 30, 2008		6.85166		7.05020
Six months ended June 30, 2007		7.60456		7.70951

Comprehensive Income

The Company has adopted Statement of Financial Accounting Standards No. 130 (SFAS 130), "Reporting Comprehensive Income", which establishes standards for the reporting and displaying of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its Statement of Stockholders' Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners.

Allowance for doubtful accounts receivable

The allowance for doubtful accounts is provided using a factor of 0.5% of the year-end or period-end total accounts receivable trade balances.

Accounts Receivable

Accounts receivable are carried at original invoice amount less an estimate made for doubtful accounts based on a review of all outstanding amounts periodically. Management’s judgment and estimates are made in connection with establishing the allowance for doubtful accounts. Specifically, the Company analyzes the aging of accounts receivable balances, historical bad debts, customer concentrations, customer credit-worthiness, current economic trends and changes in our customer payment terms, significant changes in customer concentration or payment terms, deterioration of customer credit-worthiness or weakening in economic trends that could have a significant impact on the collectability of receivables and its operating results. If the financial condition of its customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

Inventories

Inventories, which are primarily comprised of raw materials, packaging materials, work-in-progress, semi-assembled goods and finished goods, are stated at the lower of cost or net realizable value, using the first-in, first-out (“FIFO”) method. Cost is determined on the basis of a moving average costing method. The Company evaluates the need for reserves associated with obsolete, slow-moving and non-salable inventory by reviewing net realizable values on a periodic basis and uses specific identification method to make the reserves.

Research and Development Costs

Research and development costs are expensed to operation as incurred. The Company has spent $470,297, $424,851, $867,903, and $236,041 on research and development for the six months ended June 30, 2008 and 2007, and the years ended December 31, 2007 and 2006, respectively.

Property and Equipment

Property and equipment are recorded at cost and depreciated using the straight-line method, with an estimated 5% salvage value of original cost, over the estimated useful lives of the assets listed below.

Expenditures for repairs and maintenance, if not to improve or extend the expected useful lives of the assets, are expensed as incurred while major replacements and improvements are capitalized.

When property or equipment is retired or disposed of, the cost and accumulated depreciation are removed from the accounts, with any resulting gains or losses being included in net income or loss in the year of disposition.

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Yinlips Digital Technology (Shenzhen) Co., Ltd.

Notes to Financial Statements

(Amounts and disclosures at and for the six months ended June 30, 2008 and 2007 are unaudited)

Note 2 - Summary of Significant Accounting Policies (continued)

Building	20 years
Molds	5 years
Machinery &Equipment	5 years
Electronic Equipment	5 years
Computer Software	5 years
Computer Equipment	5 years
Office Equipment	5 years
Other Equipment	5 years
Automobiles	5 years
Leasehold Improvement	5 years

Income Taxes

The Company has adopted Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes", which requires the Company to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.

Goodwill

The Company adopted SFAS No. 142, “Goodwill and Intangible Assets” (“SFAS 142”) on January 1, 2002. Under SFAS 142, goodwill is no longer amortized, but tested for impairment annually, or more frequently, if facts and circumstances warrant a review. The provisions of SFAS 142 require that a two-step test be performed to assess goodwill for impairment. First, the fair value of each reporting unit is compared to its carrying value. If the fair value exceeds the carrying value, goodwill is not impaired and no further testing is performed. The second step is performed if the carrying value exceeds the fair value. The implied fair value of the reporting unit’s goodwill must be determined and compared to the carrying value of the goodwill. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, an impairment loss equal to the difference will be recorded. The Company does not have Goodwill and Intangible Assets since 2005.

Revenue Recognition

The company revenue is derived from the sale of products. The Company recognizes revenue from the sale of products in accordance with SAB 104. Under SAB 104, product revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the sale price is fixed or determinable, and collectability is reasonably assured. In general, the Company recognizes revenue upon the shipment of goods. The Company does grant customers a right to return products. Such returns are recorded as incurred and have been immaterial for all the periods presented.

Recently Issued Accounting Pronouncements

In February 2006, FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments”. SFAS No. 155 amends SFAS No 133, “Accounting for Derivative Instruments and Hedging Activities”, and SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”. SFAS No. 155, permits fair value re-measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133, establishes a requirement to evaluate interest in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives, and amends SFAS No. 140 to eliminate the prohibition on the qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. This statement is effective for all financial instruments acquired or issued after the beginning of the Company’s first fiscal year that begins after September 15, 2006. The adoption of this statement did not have a material impact on the Company’s financial position or results of operations.

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Yinlips Digital Technology (Shenzhen) Co., Ltd.

Notes to Financial Statements

(Amounts and disclosures at and for the six months ended June 30, 2008 and 2007 are unaudited)

Note 2 - Summary of Significant Accounting Policies (Continued)

In March 2006 FASB issued SFAS 156 “Accounting for Servicing of Financial Assets” this Statement amends FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, with respect to the accounting for separately recognized servicing assets and servicing liabilities. This Statement:

· Requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract.

· Requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable.

· Permits an entity to choose 'Amortization method' or ‘Fair value measurement method’ for each class of separately recognized servicing assets and servicing liabilities.

· At its initial adoption, permits a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available-for-sale securities under Statement 115, provided that the available-for-sale securities are identified in some manner as offsetting the entity's exposure to changes in fair value of servicing assets or servicing liabilities that a servicer elects to subsequently measure at fair value.

· Requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of financial position and additional disclosures for all separately recognized servicing assets and servicing liabilities. An entity should adopt this Statement as of the beginning of its first fiscal year that begins after September 15, 2006.

The adoption of this statement did not have a material impact on the Company’s financial position or results of operations.

In June 2006, the Financial Accounting Standards Board (“FASB”) ratified the provisions of Emerging Issues Task Force (“EITF”) Issue No. 06-3, “How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross versus Net Presentation).” EITF Issue No. 06-3 requires that the presentation of taxes within revenue-producing transactions between a seller and a customer, including but not limited to sales, use, value added, and some excise taxes, should be on either a gross (included in revenue and cost) or a net (excluded from revenue) basis. In addition, for any such taxes that are reported on a gross basis, a company should disclose the amounts of those taxes in interim and annual financial statements for each period for which an income statement is presented if those amounts are significant. The disclosure of those taxes can be done on an aggregate basis. EITF Issue No. 06-3 is effective for fiscal years beginning after December 15, 2006, which will be the Company’s fiscal 2008. The adoption of EITF Issue No. 06-3 did not have a material impact on the Company’s consolidated results of operations or financial position.

In July 2006, the FASB issued FASB Interpretation (“FIN”) No. 48, “Accounting for Uncertainty in Income Taxes,” which prescribes a comprehensive model for how a company should recognize, measure, present and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on a tax return (including a decision whether to file or not to file a return in a particular jurisdiction). The accounting provisions of FIN No. 48 are effective for fiscal years beginning after December 15, 2006. The adoption of this Interpretation had no impact on the Company’s financial position or results of operations.

In September 2006, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements”, which establishes a framework for reporting fair value and expands disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Company has adopted the standard effective January 1, 2008 for all financial assets and liabilities as required. The adoption of SFAS 157 is not material to the Company’s financial statements.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities-Including an amendment of FASB Statement No. 115, (“SFAS No. 159”). SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of this Statement apply only to entities that elect the fair value option. However, the amendment to FASB Statement No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” (“SFAS No. 115”), applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective for the Company’s consolidated financial statements for the annual reporting period beginning after November 15, 2007. The Company has not adopted the standard to measure its assets or liabilities at the fair value option, other than its available for sale and trading securities.

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Yinlips Digital Technology (Shenzhen) Co., Ltd.

Notes to Financial Statements

(Amounts and disclosures at and for the six months ended June 30, 2008 and 2007 are unaudited)

Note 2 - Summary of Significant Accounting Policies (Continued)

On December 4, 2007, the FASB issued SFAS No. 160, Noncontrolling interest in Consolidated Financial Statements (SFAS No. 160). SFAS No. 160 requires all entities to report noncontrolling (minority) interests in subsidiaries as equity in the consolidated financial statements. The statement establishes a single method of accounting for changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation and expands disclosures in the consolidated financial statements. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. We have not yet determined the impact of the adoption of SFAS No. 160 on our consolidated financial statements and footnote disclosures.

On December 4, 2007, the FASB issued SFAS No. 141R, Business Combinations (SFAS No. 141R). SFAS No. 141R requires the acquiring entity in a business combination to recognize all the assets acquired and liabilities assumed, establishes the acquisition date fair value as the measurement objective for all assets acquired and liabilities assumed, and requires the acquirer to expand disclosures about the nature and financial effect of the business combination. SFAS No. 141R is effective for 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. We have not yet determined the impact of the adoption of SFAS No. 141R on our consolidated financial statements and footnote disclosures.

In March 2008, the FASB issued SFAS 161, “Disclosures about Derivative Instruments and Hedging Activities”. The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company is currently evaluating the impact of adopting SFAS 161 on its consolidated financial statements.

Note 3 - Cash and Cash Equivalents

Cash and cash equivalents consist of the following:

	June 30,				December 31,
	2008		2007		2007		2006
Cash on hand	$	7,769	$	4,736	$	4,256	$	10,555
Cash in bank		3,947		6,130		16,031		11,277
Total	$	11,717	$	10,866	$	20,287	$	21,832

Note 4 - Accounts Receivable

Accounts receivable consists of the following:

	June 30,						December 31,
	2008			2007			2007			2006
Accounts receivable	$	4,566,663		$	1,879,312		$	2,034,481		$	1,487,317
Allowance for doubtful accounts		(15,123	)		(7,636	)		(14,206	)		(7,447	)
Total	$	4,551,540		$	1,871,676		$	2,020,275		$	1,479,870

The provision for bad debts increased by $917, $189 , $6,759 and $4,170 for the six month ended June 30, 2008 and 2007, and the years ended December 31, 2007 and 2006, respectively, as follows:

	June 30,				December 31,
	2008		2007		2007		2006
Beginning of year	$	14,206	$	7,447	$	7,447	$	3,277
Addition		917		189		6,759		4,170
End of year	$	15,123	$	7,636	$	14,206	$	7,447

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Yinlips Digital Technology (Shenzhen) Co., Ltd.

Notes to Financial Statements

(Amounts and disclosures at and for the six months ended June 30, 2008 and 2007 are unaudited)

Note 5 - Inventories

Inventories consist of the following:

	June 30,						December 31,
	2008			2007			2007			2006
Raw materials	$	1,752,742		$	518,108		$	467,658		$	446,370
WIP		201,519			249,062			504,698			-
Finished goods		85,455			480,100			735,148			585,107
Semi-assembled goods		-			-			-			3,181
Less: Allowance for obsolete inventories		(90,628	)		(81,655	)		(85,132	)		(79,637	)
Total	$	1,949,088		$	1,165,615		$	1,622,372		$	955,021

Management uses the specific identification method to provide an allowance for obsolete or slow-moving inventory items, including finished goods and raw materials. The allowance for obsolescence increased by $5,496, $2,018, $5,495 and $60,294 for the six months ended June 30, 2008 and 2007, and the years ended December 31, 2007 and 2006, respectively.

	June 30,				December 31,
	2008		2007		2007		2006
Beginning of year	$	85,132	$	79,637	$	79,637	$	19,343
Additions		5.496		2,018		5,495		60,294
End of year	$	90,628	$	81,655	$	85,132	$	79,637

Note 6 - Refundable Purchase Price Paid

The Company intends to acquire a digital technology company for which they paid RMB 5,771,000 ($791,204) as a deposit. On December 31, 2007, the Company disclosed that this business combination was expected to be completed on June 30, 2008. If the transaction is not completed on time the deposit will be fully refunded. However, on May 10, 2008, the two parties decided to delay the deal closing date to the end of August 2008 due to change of the operation circumstances from both the Company and the acquired. On July 19, 2008, both parties renegotiated and signed a refund agreement in which the digital technology company agreed to refund RMB3,000,000 (Approximately $439,000) on September 15, 2008 and RMB 2,771,000 (Approximately $405,000) on October 5, 2008 unless the merger goes forward.

Note 7 - Deposit Paid for Plant Renovation

In the third quarter of 2007, the Company signed a contract for new plant renovation and paid a deposit of RMB 5,000,000 (USD $685,500). The contract was terminated in January 2008 because of new environmental regulations enforced by the local government which prohibits the establishment of a plant within the designated area. The Company then entered an agreement with the original contractor to pay a penalty of RMB 300,000 ($42,552) and the rest of the deposit would be refunded by the end of March 31, 2008. The Company has the intention to continue with the plant renovation for its business expansion therefore renegotiated and signed a supplemental agreement on March 25, 2008 and agreed upon a plan to resolve the paid-in deposit. On July 19, 2008, the two parties amended the supplemental agreement and decided that the contractor to refund RMB 2,500,000 (Approximately $365,000) on September 20, 2008 and RMB 2,200,000 (Approximately $322,000) on October 10, 2008 unless the renovation begins.

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Yinlips Digital Technology (Shenzhen) Co., Ltd.

Notes to Financial Statements

(Amounts and disclosures at and for the six months ended June 30, 2008 and 2007 are unaudited)

Note 8 - Fixed Assets

Fixed assets consist of the following:

	June 30,						December 31,
	2008			2007			2007			2006
Building	$	886,727		$	798,936		$	832,958		$	779,190
Molds		138,944			75,218			130,519			70,905
Machinery and equipments		669,009			600,837			628,442			452,348
Computer software		4,160			2,893			3,016			2,822
Office equipment		51,463			42,762			47,547			41,705
Automobiles		86,636			78,052			81,383			73,583
Leasehold improvements		128,436			115,720			120,648			109,089
Total Fixed Assets – Cost		1,965,375			1,714,424			1,844,513			1,529,642
Accumulated Depreciation		(460,645	)		(247,916	)		(341,321	)		(170,594	)
Total Fixed Assets – Net	$	1,504,730		$	1,466,508		$	1,503,192		$	1,359,048

The depreciation expenses are $94,551, $72,005, $152,660 and $87,326 for the six months ended June 30, 2008 and 2007, and the years ended December 31, 2007 and 2006, respectively.

	June 30,				December 31,
	2008		2007		2007		2006
Cost of goods sold	$	57,016	$	42,548	$	125,191	$	55,558
Operating expenses		37,435		29,457		27,469		31,768
Total	$	94,551	$	72,005	$	152,660	$	87,326

Note 9 - Payables and Accrued Liabilities

Payables and accrued liabilities consist of the following:

	June 30,				December 31,
	2008		2007		2007		2006
Accounts payable	$	1,816,041	$	1,459,265	$	978,777	$	1,027,283
Accrued liabilities		176,600		74,412		100,684		68,646
Other payables		142,036		1,841		41,130		1,796
Total	$	2,134,677	$	1,535,518	$	1,120,591	$	1,097,725

Note 10 - Various Taxes Payable

Various taxes payable consists of the following:

	June 30,					December 31,
	2008		2007			2007		2006
Value-added taxes (VAT) payable	$	135,276	$	(1,199	)	$	80,115	$	41,230
Business taxes		5,412		-			-		11,542
Other miscellaneous taxes/levies		-		1,337			1,162		3,063
Total	$	140,688	$	138		$	81,277	$	55,835

The other misc taxes/levies included City development levies and Educational levies. The City development levies and Educational levies are respectively 1% and 3% of last month VAT.

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Yinlips Digital Technology (Shenzhen) Co., Ltd.

Notes to Financial Statements

(Amounts and disclosures at and for the six months ended June 30, 2008 and 2007 are unaudited)

Note 11 - Wages Payable

The wage payable consists of the following:

	June 30,				December 31,
	2008		2007		2007		2006
Wages payable	$	113,336	$	63,561	$	106,773	$	60,496
Benefits payable		357,924		177,715		261,821		123,679
Total	$	471,260	$	241,276	$	368,594	$	184,175

Note12 - Income Tax

As a manufacturing enterprise established in Shenzhen, PRC, the Company was entitled to a preferential Enterprise Income Tax (”EIT”) rate. Since 2008, the local government has increased the EIT rate from 15% to 18%. The company is currently applying for the High-Tech Enterprise title. If the application is approved by the local government, the Company will be entitled to 100% tax exemption for 2 years starting from the first profitable year, and followed by 3 years of 50% tax savings, and after that, the Company will have to pay corporate income taxes at normal EIT rate.

The provision for taxes on earnings consists of:

	June 30,				December 31,
	2008		2007		2007		2006
Current income taxes expense:
PRC Enterprises Income Tax	$	276,625	$	148,270	$	411,155	$	249,760
United States Federal Income Tax		-				-		-
Total	$	276,625	$	148,270	$	411,155	$	249,760

A reconciliation between the income tax computed at the U.S. statutory rate and the Company’s provision for income tax is as follows:

	June 30,						December 31,
	2008			2007			2007			2006
U.S. statutory rate		34	%		34	%		34	%		34	%
Foreign income not recognized in the U.S.		-34	%		-34	%		-34	%		-34	%
PRC preferential enterprise income tax rate		18	%		15	%		15	%		15	%
Provision for income tax		18	%		15	%		15	%		15	%

The corporate income tax payables are as follows:

	June 30,				December 31,
	2008		2007		2007		2006
Corporate income tax payable	$	211,666	$	110,866	$	195,041	$	184,511

The tax authority of the PRC Government conducts periodic and ad hoc tax filing reviews on business enterprises operating in the PRC after those enterprises had completed their relevant tax filings, hence the Company’s tax filings in the PRC may not be finalized. It is therefore uncertain as to whether the PRC tax authority may take different views about the Company’s tax filings which may lead to additional tax liabilities.

Note 13 - Due to related parties

For the six months ended June 30, 2008,

PTL paid an auditing fee of $100,000 on behalf of Yinlips.

Guo Mingguo, Vice President of the Company, paid $73,727 to the suppliers

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Yinlips Digital Technology (Shenzhen) Co., Ltd.

Notes to Financial Statements

(Amounts and disclosures at and for the six months ended June 30, 2008 and 2007 are unaudited)

Note 14 - Paid In Capital

The owners and their corresponding ownership interests are summarized as follows:

	June 30,				December 31,
	2008		2007		2007		2006
Zhao, Zifong	$		$	114,919	$	114,919	$	91,935
Zhang, Weichang				6,048		6,048		29,032
Podium Technology Limited		120,967
Total	$	120,967	$	120,967	$	120,967	$	120,967

On April 9, 2007, Zhang, Weichang sold 19% of the Company's ownership that currently owned by him to Zhao, Taishen at $25,213. After this transaction, the ownership changed to Zhao, Zifong (AKA Zhao, Taishen) for 95% and Zhang, Weichang for 5%. In January 2008, Zhao, Zifong (AKA Zhao, Taishen), who owned 95% of the company’s ownership, and Zhang, Weichang, who owned 5% of the company’s ownership, sold all their ownership of the Company to Podium Technology Limited with total proceeds of RMB 1 million. On June 18, 2008, Podium Technology Limited completed the acquisition of Yinlips.

Note 15 - Statutory Reserves

As stipulated by the relevant laws and regulations for enterprises operating in the PRC, the Company is required to make annual appropriations to a statutory surplus reserve fund that is to allocate total 15% its profits after taxes, as determined in accordance with the PRC accounting standards applicable to the Company, to a statutory surplus reserve until such reserves reach 50% of the registered capital of the Company. The management made appropriation of $70,881 for this surplus reserve in 2005. This amount is over the 50% of the registered capital of the Company. The company does not need to make this surplus reserve any more until increasing the registered capital.

Note 16 - Commitments and Contingencies

Operating Lease Commitments

As of the balance sheet date, the Company has entered into several tenancy agreements in respect to the plant and the office. As of March 31, 2007 the Company’s commitments for minimum lease payments under these non-cancelable operating leases for the next five years and thereafter are as follows:

Year	Amounts
2008	$	68,612
2009		37,893
2010		22,105
2011		-
Thereafter		-
	$	128,610

Total rental expenses are $50,517, $44,614, $101,444, and $170,688 for the six months ended June 30, 2008 and 2007, and year ended December 31, 2007 and 2006, respectively.

Transaction with Podium Technology Limited

The owners of the Company signed the Equity Transfer Agreement with Podium Technology Limited on December 27, 2007 and agreed to sell 100% ownership to Podium Technology Limited. Podium Technology Limited (“PTL”) was established on July 3, 2007 in British Virgin Islands and is an investment holding company. The transfer price is base on the negotiation between the two parties in the Company’s registered capital, RMB one million. This agreement has approved by Shenzhen authorities in January, 2008. The two parties agreed that the first payment, 10% of the total consideration, will be in April 2008 and the rest of the purchase price will pay in six months. On April 29, 2008, PTL paid $14,893 to Yinlips’ owners and on June 18, 2008, paid $122,943. After these payments, PTL fully paid the necessary consideration. As of June 18, 2008, PTL completed the acquisition of Yinlips and the Company became wholly-owned subsidiary of PTL.

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Yinlips Digital Technology (Shenzhen) Co., Ltd.

Notes to Financial Statements

(Amounts and disclosures at and for the six months ended June 30, 2008 and 2007 are unaudited)

Note 16 - Commitments and Contingencies (Continued)

Refundable Purchase Price Paid

The Company intends to acquire a digital technology company for which they paid RMB 5,771,000 ($791,204) as a deposit. On December 31, 2007, the Company disclosed that this business combination was expected to be completed on June 30, 2008. If the transaction is not completed on time the deposit will be fully refunded. However, on May 10, 2008, the two parties decided to delay the deal closing date to the end of August 2008 due to change of the operation circumstances from both the Company and the acquired. On July 19, 2008, both parties renegotiated and signed a refund agreement in which the digital technology company agreed to refund RMB3,000,000 (Approximately $439,000) on September 15, 2008 and RMB 2,771,000 (Approximately $405,000) on October 5, 2008 unless the merger goes forward.

Deposit Paid for Plant Renovation

In the third quarter of 2007, the Company signed a contract for new plant renovation and paid a deposit of RMB 5,000,000 (USD $685,500). The contract was terminated in January 2008 because of new environmental regulations enforced by the local government which prohibits the establishment of a plant within the designated area. The Company then entered an agreement with the original contractor to pay a penalty of RMB 300,000 ($42,552) and the rest of the deposit would be refunded by the end of March 31, 2008. The Company has the intention to continue with the plant renovation for its business expansion therefore renegotiated and signed a supplemental agreement on March 25, 2008 and agreed upon a plan to resolve the paid-in deposit. On July 19, 2008, the two parties amended the supplemental agreement and decided that the contractor to refund RMB 2,500,000 (Approximately $365,000) on September 20, 2008 and RMB 2,200,000 (Approximately $322,000) on October 10, 2008 unless the renovation begins.

Note 17 - Current Vulnerability Due to Certain Concentrations

The Company’s operations are all carried out in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC, and by the general state of the PRC’s economy.

The Company’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in the North America and Western Europe. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

115

(c) Exhibits:

Exhibit No.	Exhibit Description
2.1	Restated and Amended Equity Transfer Agreement dated as of September 22, 2008 by and among Zhao Zifeng, Zhang Weiqiang and Podium Technology Limited
2.2	Share and Warrant Exchange Agreement, dated as of September 22, 2008, by and among the Registrant, Podium Technology Limited. Yinlips Digital Technology (Shenzhen) Co., Ltd., and all of the shareholders and warrantholders of Podium Technology Limited.
3.1	Certificate of Incorporation (incorporated by reference from Exhibit 3.1 to the Registration Statement on Form 10-SB (File No. 000-52930) filed with the Securities and Exchange Commission on November 26, 2007).
3.2	Bylaws (incorporated by reference from Exhibit 3.2 to the Registration Statement on Form 10-SB (File No. 000-52930) filed with the Securities and Exchange Commission on November 26, 2007).
3.3	Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock as filed with the Office of Secretary of State of Delaware on October 15, 2008.
3.4	Certificate of Ownership and Merger effecting name change filed with the Office of Secretary of State of Delaware on October 20, 2008.
10.1	Note and Warrant Purchase Agreement dated May 30, 2008 by and among Podium Technology Limited, Trillion Growth China LP and Midsouth Investor Fund LP.
10.2	Form of Promissory Note.
10.3	Form of Warrant.
10.4	Form of Subscription Agreement.
10.5	Registration Rights Agreement dated October 17, 2008 entered into by and between the Registrant and the Shareholders.
10.6	Share and Warrant Cancellation Agreement dated October 17, 2008 entered into by and between the Registrant and the Shareholders.
10.7	Form of 2008 Employment Agreement entered into with executive officers indicated in Schedule A attached to the Form of Agreement (translated to English).
10.8	Real Estate Purchase Contract dated August 15, 2006 entered into by and between Yinlips Digital Technology (Shenzhen) Co., Ltd. and Zhao Zifeng (translated to English).
10.9	Patent License Agreement dated October 4, 2008 entered into by and between Yinlips Digital Technology (Shenzhen) Co., Ltd. and Zhao Zifeng (translated to English).
16.1	Letter from AJ. Robbins, PC to the Securities and Exchange Commission dated October 21, 2008.
21.1	List of Subsidiaries.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Yinlips Technology, Inc.
Dated: October 23, 2008		/s/ Zhao Zifeng
	By:	Zhao Zifeng
	Its:	Chief Executive Officer

117

EXHIBIT INDEX

Exhibit No.	Exhibit Description
2.1	Restated and Amended Equity Transfer Agreement dated as of September 22, 2008 by and among Zhao Zifeng, Zhang Weiqiang and Podium Technology Limited
2.2	Share and Warrant Exchange Agreement, dated as of September 22, 2008, by and among the Registrant, Podium Technology Limited. Yinlips Digital Technology (Shenzhen) Co., Ltd., and all of the shareholders and warrantholders of Podium Technology Limited.
3.1	Certificate of Incorporation (incorporated by reference from Exhibit 3.1 to the Registration Statement on Form 10-SB (File No. 000-52930) filed with the Securities and Exchange Commission on November 26, 2007).
3.2	Bylaws (incorporated by reference from Exhibit 3.2 to the Registration Statement on Form 10-SB (File No. 000-52930) filed with the Securities and Exchange Commission on November 26, 2007).
3.3	Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock as filed with the Office of Secretary of State of Delaware on October 15, 2008.
3.4	Certificate of Ownership and Merger effecting name change filed with the Office of Secretary of State of Delaware on October 20, 2008.
10.1	Note and Warrant Purchase Agreement dated May 30, 2008 by and among Podium Technology Limited, Trillion Growth China LP and Midsouth Investor Fund LP.
10.2	Form of Promissory Note.
10.3	Form of Warrant.
10.4	Form of Subscription Agreement.
10.5	Registration Rights Agreement dated October 17, 2008 entered into by and between the Registrant and the Shareholders.
10.6	Share and Warrant Cancellation Agreement dated October 17, 2008 entered into by and between the Registrant and the Shareholders.
10.7	Form of 2008 Employment Agreement entered into with executive officers indicated in Schedule A attached to the Form of Agreement (translated to English).
10.8	Real Estate Purchase Contract dated August 15, 2006 entered into by and between Yinlips Digital Technology (Shenzhen) Co., Ltd. and Zhao Zifeng (translated to English).
10.9	Patent License Agreement dated October 4, 2008 entered into by and between Yinlips Digital Technology (Shenzhen) Co., Ltd. and Zhao Zifeng (translated to English).
16.1	Letter from AJ. Robbins, PC to the Securities and Exchange Commission dated October 21, 2008.
21.1	List of Subsidiaries.

118

EX-2.1

Restated and Amended Equity Transfer Agreement

This Restated and Amended Equity Transfer Agreement is concluded by the following parties in Shenzhen on September 22, 2008:

The transferors:

Zhao Zifeng (formerly known as Zhao Taisheng) (“Party A”)

Domicile: No. 90, West Street, Shengzhong Town, Nanbu County, Sichuang Province

ID No. : 512922196310057958

Zhang Weiqiang (“Party B”)

Domicile: No. 70, Jiexian Street, Hongqiao County, Leqing City, Zhejiang Province

ID No. : 330323650910401

The transferee:

Podium Technology Limited (“Party C”)

Registered domicile: OMC Chambers, P.O. Box 3152 ,Road Town, Tortola, British Virgin Islands

Legal Representative: Wong Kwok Fu

Whereas:

Yinlips Digital Technology (Shenzhen) Co., Ltd. (the “Company”) was established by Party A and Party B in Shenzhen on April 20, 2001, with a registered capital of RMB 1,000,000 (one million Yuan). Party A holds 95% and Party B holds 5% of the Company’s equity.

Party A agrees to transfer 95% of the equity of Company to Party C and Party C agrees to purchase the said equity.

Party B agrees to transfer 5% of the equity of Company to Party C and Party C agrees to purchase the said equity.

Party A, Party B and Party C entered into an equity transfer agreement on December 28, 2007 (the “Original Agreement”).

Party A, Party B and Party C have agreed to restate and amend the Original Agreement in its entirety as set forth herein.

After consultation, as provided by Company Law of the People’s Republic of China and Contract Law of the People’s Republic of China, the parties agree as follows:

Article 1 Transfer price and payment terms

1. Party A holds 95% of the equity of Company, and according to Articles of Association of Company (“AOA of Company”), Party A shall make capital contributions in RMB 950,000 (nine hundred fifty thousand Yuan), and Party A has made capital contributions as specified in AOA of Company. Party A agrees to transfer his total equity to Party C and Party C agrees to purchase such equity.

Party B holds 5% of the equity of Company, and according to AOA of Company, Party B shall make capital contributions in RMB 50,000 (fifty thousand Yuan), and Party B has made capital contributions as specified in AOA of Company. Party B agrees to transfer his total equity to Party C and Party C agrees to purchase such equity.

2. Party A, Party B and Party C agree that the purchase price of the equity transferred by Party A and Party B to Party C shall be determined in accordance with the Assets Valuation Report issued by Shenzhen Guosong Assets Appraisal Co., Ltd. on June 27, 2008, which is attached hereto as Appendix I. The purchase price payable by Party C to Party A for acquiring the 95% equity of the Company shall be RMB 18,240,000 (eighteen million two hundred and forty thousand Yuan) and the purchase price payable by Party C to Party B for acquiring the 5% equity of the Company shall be RMB 960,000 (nine hundred and sixty thousand Yuan).

3. As of the date hereof, Party C has paid Party A and Party B the aggregate sum of RMB 1,000,000 and Party C shall make lump sum payments to Party A and Party B of RMB 18,200,000 by bank transfer; each of such payments shall be made within one (1) year upon the effective date of this agreement.

Article 2 Transferors’ warranties

Party A and Party B warrant that they have full disposition right of the transferred equity, that the transferred equity is free from liens and claims of any third parties, and that the transferred equity is not seized by government. Otherwise, Party A and Party B shall undertake all economic and legal responsibilities arising from the violation of above warranties.

Article 3 Sharing of Company’s loss and profits (including creditor’s and debt)

1. After this agreement takes effect, Party C has the right to share Company profits and undertake the corresponding risk and loss according to the proportion of equity.

2. If Party A and Party B have not truthfully informed Party C of the debts that Company undertakes before the transfer of equity, as a result, Party C suffers from loss, Party C has the right to recover the relevant damages from Party A and Party B.

Article 4 Liabilities for breach of agreement

1. When the agreement comes into effect, the three parties shall fully perform their duties. Any party who fails to fully perform his duty according to the agreement shall be liable in accordance with law and the provisions of the agreement.

2. If Party C fails to duly make payment at the equity transfer price, for every day of delay, Party C shall pay 1% of the outstanding payment as liquidated damages. If the liquidated damages paid by Party C cannot cover the loss of Party A and Party B arising from Party C’s delay payment, Party C shall make compensation.

3. If due to Party A and Party B, Party C is not able to conduct transfer procedures on schedule, or the purpose of the agreement is compromised, Party A and Party B shall pay Party C 1% of the equity transfer payment that Party C has made as liquidated damages. If the liquidated damages paid by Party A and Party B cannot cover the losses of Party C arising from Party A and Party B’s breach of agreement, Party A and Party B shall make compensation.

Article 5 Modification and termination of the agreement

The parties may modify or terminate the agreement if they have so agreed and they shall sign other agreements to indicate the modification or termination of this agreement which shall be witnessed and certified by Shenzhen Notary Public Office.

Article 6 The burden of cost and tax

1. All cost involved in equity transfer (including but not limited to notary fee, assessment fee, fees for change of registration in industrial and commercial administration) shall be borne by Party C.

2. Party A and Party B shall respectively bear any taxes and tax payments such party shall be obligated to pay relating to the transaction hereunder pursuant to the provisions of the applicable laws.

Article 7 Settlement of disputes

Any disputes arising from or concerning this agreement could be settled through negotiations. If no settlements are reached through negotiation, the parties can bring the case to Shenzhen Arbitration Commission.

Article 8 Effectiveness

This agreement shall be effective as of the date the Original Agreement was approved by the approval authority, which was on January 15, 2008. This agreement shall supersede and replace the Original Agreement in its entirety. Party C may transfer or assign its nights hereunder with the prior written consent of Party A and Party B.

Article 9 Supplementary provision

This agreement is made in eight copies. Each party, Company and Shenzhen Notary Public Office keeps one copy respectively, and the rest are submitted to related administrations.

/s/ Zhao Zifeng

Transferor (Party A): Zhao Zifeng

/s/ Zhang Weiqiang

Transferor (Party B): Zhang Weiqiang

/s/ Wong Kwok Fu

Transferee (Party C): Podium Technology Limited

Legal representative: Wong Kwok Fu

On September 22, 2008

In Shenzhen

EX-2.2

SHARE AND WARRANT EXCHANGE AGREEMENT

THIS SHARE AND WARRANT EXCHANGE AGREEMENT, dated as of the 22^nd day of September 2008 (the “Agreement”), by and among SRKP 17, Inc., a Delaware corporation (the “Company”); Podium Technology Limited, a company organized under the laws of the British Virgin Islands (“Podium”); Yinlips Digital Technology (Shenzhen) Co., Ltd., a company organized under the laws of the People’s Republic of China and a wholly-owned subsidiary of Podium (“Yinlips”); and the sole shareholder and the warrantholders of Podium, each of whom has executed a counterpart signature page to this Agreement (the “Shareholder” or “Warrantholders,” respectively, and collectively, the “Securityholders”). The Company, Podium, Yinlips, and the Securityholders are collectively referred to herein as the “Parties.”

WITNESSETH:

WHEREAS, the Shareholder owns all of the issued and outstanding shares of the capital of Podium (the “Podium Shares”).

WHEREAS, the Warrantholders own all of the issued and outstanding warrants to purchase shares of Podium (the “Podium Warrants,” and together with the Podium Shares, the “Podium Securities”).

WHEREAS, the Company desires to acquire from Shareholder, and Shareholder desires to sell to the Company, the Podium Shares in exchange for the issuance by the Company of an aggregate of 65,795 shares (the “Company Shares”) of the Company’s common stock, $0.0001 par value (“Common Stock”) to the Shareholder and/or his designees on the terms and conditions set forth herein (the “Share Exchange”).

WHEREAS, the Company desires to acquire from the Warrantholders, and the Warrantholders desire to sell to the Company, the Podium Warrants in exchange for the issuance by the Company of warrants (the “Company Warrants,” and together with the Company Shares, the “Company Securities”) to purchase an aggregate of 300,000 shares of Company Common Stock (the “Warrant Shares”) to the Warrantholders and/or their designees on the terms and conditions set forth herein (the “Warrant Exchange,” and together with the Share Exchange, the “Exchange”).

WHEREAS, after giving effect to the Exchange and the Equity Financing as described herein, there will be approximately 7,162,185 shares of Company Common Stock issued and outstanding, 4,545,455 shares of the Company’s Series A Convertible Preferred Stock (each of which is immediately convertible into one (1) share of Company Common Stock) issued and outstanding, and warrants to purchase 7,396,390 shares of Company Common Stock issued and outstanding.

WHEREAS, the Parties intend, by executing this Agreement, to implement a tax-deferred exchange of property governed by Section 351 of the United States Internal Revenue Code of 1986, as amended (the “Code”).

NOW, THEREFORE, in consideration, of the promises and of the mutual representations, warranties and agreements set forth herein, the Parties hereto agree as follows:

ARTICLE I

THE EXCHANGE

1.1The Exchange. Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined):

(a)the Company shall issue and deliver to the Shareholder and/or his designees the number of authorized but unissued shares of Company Common Stock set forth opposite his and/or his designee’s names set forth on Schedule I hereto or pursuant to separate instructions to be delivered prior to Closing,

(b)the Shareholder agrees to deliver to the Company duly endorsed certificates representing the Podium Shares,

(c)the Company shall issue and deliver to the Warrantholders and/or their designees the number of Company Warrants set forth opposite their and/or their designee’s names set forth on Schedule I hereto or pursuant to separate instructions to be delivered prior to Closing, and

(d)the Warrantholders agree to deliver to the Company the Podium Warrants.

1.2Time and Place of Closing. The closing of the transactions contemplated hereby (the “Closing”) shall take place at the offices of K&L Gates LLP, or at such place and time as mutually agreed upon by the Parties hereto. The date upon which the Closing occurs is defined as the “Closing Date.”

1.3Effective Time. The Exchange shall become effective (the “Effective Time”) at such time as all of the conditions to set forth in Article VII hereof have been satisfied or waived by the Parties hereto.

1.4Tax Consequences. It is intended by the Parties hereto that for United States income tax purposes, the contribution and transfer of the Podium Securities by the Securityholders to the Company in exchange for Company Securities constitutes a tax-deferred exchange within the meaning of Section 351 of the Code.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to Podium, Yinlips and the Securityholders that now and/or as of the Closing:

2

2.1Due Organization and Qualification; Due Authorization.

(a)The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to own, lease and operate its respective business and properties and to carry on its business in the places and in the manner as presently conducted or proposed to be conducted. The Company is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of the Company.

(b)The Company does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity.

(c)The Company has all requisite corporate power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. The Company has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought, equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

2.2No Conflicts or Defaults. The execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated hereby do not and shall not (a) contravene the Certificate of Incorporation or By-laws of the Company or (b) with or without the giving of notice or the passage of time (i) violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, agreement, mortgage, indenture, lease, instrument, permit or license to which the Company is a party or by which the Company is bound, or any judgment, order or decree, or any law, rule or regulation to which the Company is subject, (ii) result in the creation of, or give any party the right to create, any lien, charge, encumbrance or any other right or adverse interest (“Liens”) upon any of the assets of the Company, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, any material agreement, arrangement or commitment to which the Company is a party or by which the Company’s assets are bound, or (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which, the Company is to perform any duties or obligations or receive any rights or benefits under any material agreement, arrangement or commitment to which it is a party.

3

2.3Capitalization. The authorized capital stock of the Company immediately prior to giving effect to the transactions contemplated hereby consists of 110,000,000 shares of which 100,000,000 have been designated as Company Common Stock and 10,000,000 shares have been designated as preferred stock, $0.0001 par value (“Preferred Stock”). As of the date hereof, there are 7,096,390 shares of Company Common Stock issued and outstanding, no shares of Preferred Stock outstanding and 7,096,390 warrants outstanding with an exercise price of $0.0001 (the “Warrants”). All of the outstanding shares of Company Common Stock are, and the Company Shares and Warrant Shares when issued in accordance with the terms hereof, will be, duly authorized, validly issued, fully paid and nonassessable, and have not been or, with respect to the Company Shares and Warrant Shares will not be issued in violation of any preemptive right of stockholders. Other than as set forth herein, there is no outstanding voting trust agreement or other contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling the Company to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for Company Common Stock. The Company has not granted registration rights to any person.

2.4Financial Statements. The Company has provided Podium, Yinlips and the Securityholders copies of the (i) balance sheet of the Company at December 31, 2007, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the period from December 7, 2006 (inception) to December 31, 2007, including the notes thereto, as audited by AJ. Robbins, P.C., independent registered public accounting firm and (ii) balance sheet of the Company at June 30, 2008 and the related statements of operations, and cash flows for the six (6)-month period then ended (the “Financial Statements”). The Financial Statements, together with the notes thereto, have been prepared in accordance with U.S. generally accepted accounting principles applied on a basis consistent throughout all periods presented. The Financial Statements present fairly the financial position of the Company as of the dates and for the periods indicated. The books of account and other financial records of the Company have been maintained in accordance with good business practices.

2.5No Assets or Liabilities. As of the Closing, the Company shall have no more than $50,000 in liabilities. Except for the foregoing or as set forth on the Financial Statements, the Company does not have any (a) assets of any kind or (b) liabilities or obligations, whether secured or unsecured, accrued, determined, absolute or contingent, asserted or unasserted or otherwise.

2.6Taxes. The Company has filed all United States federal, state, county and local returns and reports which were required to be filed on or prior to the date hereof in respect of all income, withholding, franchise, payroll, excise, property, sales, use, value-added or other taxes or levies, imposts, duties, license and registration fees, charges, assessments or withholdings of any nature whatsoever (together, “Taxes”), and has paid all Taxes (and any related penalties, fines and interest) which have become due pursuant to such returns or reports or pursuant to any assessment which has become payable, or, to the extent its liability for any Taxes (and any related penalties, fines and interest) has not been fully discharged, the same have been properly reflected as a liability on the books and records of the Company and adequate reserves therefore have been established.

4

2.7Indebtedness; Contracts; No Defaults. Other than as set forth in Item 2.7 of the Disclosure Schedule, the Company has no material instruments, agreements, indentures, mortgages, guarantees, notes, commitments, accommodations, letters of credit or other arrangements or understandings, whether written or oral, to which the Company is a party.

2.8Real Property. The Company does not own or lease any real property.

2.9Compliance with Law. The Company is in compliance with all applicable federal, state, local and foreign laws and regulations relating to the protection of the environment and human health. There are no claims, notices, actions, suits, hearings, investigations, inquiries or proceedings pending or, to the knowledge of the Company, threatened against the Company that are based on or related to any environmental matters or the failure to have any required environmental permits, and there are no past or present conditions that the Company has reason to believe are likely to give rise to any material liability or other obligations of the Company under any environmental laws.

2.10Permits and Licenses. The Company has all certificates of occupancy, rights, permits, certificates, licenses, franchises, approvals and other authorizations as are reasonably necessary to conduct its respective business and to own, lease, use, operate and occupy its assets, at the places and in the manner now conducted and operated, except those the absence of which would not materially adversely affect its respective business.

2.11Litigation. There is no claim, dispute, action, suit, proceeding or investigation pending or, to the knowledge of the Company, threatened, against or affecting the business of the Company, or challenging the validity or propriety of the transactions contemplated by this Agreement, at law or in equity or admiralty or before any federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality, nor to the knowledge of the Company, has any such claim, dispute, action, suit, proceeding or investigation been pending or threatened, during the twelve month period preceding the date hereof. There is no outstanding judgment, order, writ, ruling, injunction, stipulation or decree of any court, arbitrator or federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality, against or materially affecting the business of the Company. The Company has not received any written or verbal inquiry from any federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality concerning the possible violation of any law, rule or regulation or any matter disclosed in respect of its business.

2.12Insurance. The Company does not currently maintain any form of insurance.

2.13Patents; Trademarks and Intellectual Property Rights. The Company does not own or possess any patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, Internet web site(s) or proprietary rights of any nature.

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2.14Securities Law Compliance. The Company has complied with all of the applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Securities Act of 1933, as amended (the “Securities Act”), and has complied with all applicable blue sky laws.

2.15Conflicts of Interest. The Company acknowledges that it is aware and understands the facts and circumstances of the Conflicts of Interest, as defined in Section 3.7, that may, individually and in the aggregate, create a Conflict of Interest. The Company hereby waives each and all of the Conflicts of Interest, in addition to any other conflicts of interest that may arise may exist or arise by virtue of the Conflicts of Interest and acknowledges that it has carefully read this Agreement, that it is consistent with the terms previously negotiated by the parties, and understands that it is free at any time to obtain independent counsel for further guidance.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF PODIUM AND YINLIPS

Each of Podium and Yinlips represents and warrants to the Company that now and/or as of the Closing:

3.1Due Organization and Qualification; Due Authorization.

(a)Each of Podium and Yinlips is a corporation duly incorporated, validly existing and in good standing under the laws of the British Virgin Islands and the People’s Republic of China, respectively, with full corporate power and authority to own, lease and operate its business and properties and to carry on its business in the places and in the manner as presently conducted or proposed to be conducted. Each of Podium and Yinlips is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of either Podium or Yinlips.

(b)Yinlips does not and Podium does not, except for the equity interests of Yinlips, own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity. Except as set forth in Item 3.1(b) of the Disclosure Schedule, there is no contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling either Podium or Yinlips to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for securities of either Podium or Yinlips.

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(c)Each of Podium and Yinlips has all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. Each of Podium and Yinlips has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of each of Podium and Yinlips, enforceable against each of them in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

3.2No Conflicts or Defaults. The execution and delivery of this Agreement by each of Podium and Yinlips and the consummation of the transactions contemplated hereby do not and shall not (a) contravene the governing documents of either Podium or Yinlips, or (b) with or without the giving of notice or the passage of time, (i) violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, agreement, mortgage, indenture, lease, instrument, permit or license to which either Podium or Yinlips is a party or by which either Podium or Yinlips or any of their respective assets are bound, or any judgment, order or decree, or any law, rule or regulation to which their assets are subject, (ii) result in the creation of, or give any party the right to create, any lien upon any of the assets of either Podium or Yinlips, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform any material agreement, arrangement or commitment to which either Podium or Yinlips is a party or by which either Podium or Yinlips or any of their respective assets are bound, or (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which either Podium or Yinlips is to perform any duties or obligations or receive any rights or benefits under any material agreement, arrangement or commitment to which it is a party.

3.3Capitalization. The authorized capital stock of Podium immediately prior to giving effect to the transactions contemplated hereby consists of 50,000 ordinary shares, of which, as of the date hereof, there were 50,000 shares issued and outstanding . As of the date hereof, there are warrants to purchase 300,000 ordinary shares of Podium issued and outstanding. The registered capital of Yinlips is RMB1,000,000. Except as set forth herein, all of the outstanding shares of each of Podium and Yinlips are duly authorized, validly issued, fully paid and nonassessable, and have not been or, with respect to Podium Securities, will not be transferred in violation of any rights of third parties. Except as set forth in Item 3.3 of the Disclosure Schedule, the Podium Securities are not subject to any preemptive or subscription right, any voting trust agreement or other contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling either Podium or Yinlips to issue, sell, redeem or repurchase any of its securities that will survive Closing and there is no outstanding security of any kind convertible into or exchangeable for common shares. All of the Podium Securities are owned of record and beneficially by the Securityholders and free and clear of any liens, claims, encumbrances, or restrictions of any kind.

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3.4Taxes. Each of Podium and Yinlips has filed all returns and reports which were required to be filed on or prior to the date hereof, and has paid all Taxes (and any related penalties, fines and interest) which have become due pursuant to such returns or reports or pursuant to any assessment which has become payable, or, to the extent its liability for any Taxes (and any related penalties, fines and interest) has not been fully discharged, the same have been properly reflected as a liability on the books and records of each of Podium and Yinlips and adequate reserves therefore have been established. All such returns and reports filed on or prior to the date hereof have been properly prepared and are true, correct (and to the extent such returns reflect judgments made by either Podium or Yinlips such judgments were reasonable under the circumstances) and complete in all material respects. No extension for the filing of any such return or report is currently in effect. No tax return or tax return liability of either Podium or Yinlips has been audited or, presently under audit. All taxes and any penalties, fines and interest which have been asserted to be payable as a result of any audits have been paid. Neither Podium nor Yinlips has given or been requested to give waivers of any statute of limitations relating to the payment of any Taxes (or any related penalties, fines and interest). There are no claims pending for past due Taxes. All payments for withholding taxes, unemployment insurance and other amounts required to be paid for periods prior to the date hereof to any governmental authority in respect of employment obligations of each of Podium and Yinlips have been paid or shall be paid prior to the Closing and have been duly provided for on the books and records of each of Podium and Yinlips and in the Podium Financial Statements.

3.5Indebtedness; Contracts; No Defaults. Other than as set forth in Item 3.5 of the Disclosure Schedule, neither Podium or Yinlips has any material instruments, agreements, indentures, mortgages, guarantees, notes, commitments, accommodations, letters of credit or other arrangements or understandings, whether written or oral, to which either Podium or Yinlips is a party.

3.6Compliance with Law. Except as specified in Item 3.6 of the Disclosure Schedule, each of Podium and Yinlips are conducting their respective businesses in material compliance with all applicable law, ordinance, rule, regulation, court or administrative order, decree or process, or any requirement of insurance carriers material to its business. Except as specified in Item 3.6 of the Disclosure Schedule, neither Podium nor Yinlips has received any notice of violation or claimed violation of any such law, ordinance, rule, regulation, order, decree, process or requirement.

3.7Litigation.

(a)There is no claim, dispute, action, suit, proceeding or investigation pending or threatened, against or affecting either Podium or Yinlips or challenging the validity or propriety of the transactions contemplated by this Agreement, at law or in equity or admiralty or before any federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality, has any such claim, dispute, action, suit, proceeding or investigation been pending or threatened, during the twelve (12)-month period preceding the date hereof, except as specified in Item 3.7 of the Disclosure Schedule;

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(b)there is no outstanding judgment, order, writ, ruling, injunction, stipulation or decree of any court, arbitrator or federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality, against or materially affecting either Podium or Yinlips; and

3.8Conflicts of Interest. Neither Podium nor Yinlips has received any written or verbal inquiry from any federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality concerning the possible violation of any law, rule or regulation or any matter disclosed in respect of its business. Each of Podium and Yinlips acknowledges that it is aware and understands the following facts and circumstances that may, individually and in the aggregate, create a conflict of interest:

(i) WestPark Capital, Inc., a FINRA member (“WestPark”), is the placement agent for the Equity Financing and WestPark will be paid a commission of the gross proceeds from the Equity Financing for its services;

(ii) Richard Rappaport, who is the founder, Chief Executive, and President and indirectly holds a 100% interest in WestPark, is also the President, a Director and a controlling stockholder of the Company beneficially holding approximately 25.0% of the Company’s Common Stock and Warrants (prior to the Exchange and excluding shares held by WestPark Financial Services LLC as described below);

(iii) Anthony C. Pintsopoulos, who is the President and Chief Financial Officer of WestPark, is also the Secretary, Chief Financial Officer, and a Director and a controlling stockholder of the Company beneficially holding approximately 10.0% of the Company’s WestPark Financial Services LLC Common Stock and Warrants (prior to the Exchange);

(iv) Debbie Schwartzberg is a controlling stockholder of the Company beneficially holding approximately 16.9% of the Company’s outstanding Common Stock and Warrants (prior to the Exchange);

(v) Kevin DePrimio, who is the Executive Vice President of Corporate Finance of WestPark, is a stockholder of the Company beneficially holding approximately 3.5% of the Company’s Common Stock and Warrants (prior to the Exchange);

(vi)Jason Stern, who is an employee of WestPark, is a stockholder of the Company beneficially holding approximately 2.0% of the Company’s outstanding Common Stock and the Warrants (prior to the Exchange);

(vii)Thomas Poletti, who is a partner of K&L Gates, legal counsel for Yinlips, is a stockholder of the Company beneficially holding approximately 3.5% of the Company’s outstanding Common Stock and the Warrants (prior to the Exchange); and

(vii)WestPark Financial Services LLC, which is the parent of WestPark and of which Richard Rappaport serves as CEO and Chairman, is a controlling stockholder of the Company beneficially holding approximately 39.1% of the Company’s Common Stock and the Warrants (prior to the Exchange).

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(i) through (vii) in this Section are herein referred to as, the “Conflicts of Interest”). Each of Podium and Yinlips hereby waives each and all of the Conflicts of Interest, in addition to any other conflicts of interest that may arise, may exist or arise by virtue of the Conflicts of Interest and acknowledges that it has carefully read this Agreement, that it is consistent with the terms previously negotiated by the parties, and understands that it is free at any time to obtain independent counsel for further guidance.

ARTICLE IV

REPRESENTATION AND WARRANTIES OF THE SECURITYHOLDERS

The Securityholders hereby represent and warrant to the Company that now and/or as of the Closing:

4.1Title to Securities. Each of the Securityholders is the legal and beneficial owner of the Podium Securities to be transferred to the Company by such Securityholders as set forth opposite each Securityholder’s name in Schedule II hereto, and upon consummation of the exchange contemplated herein, the Company will acquire from each of the Securityholders good and marketable title to the Podium Securities, free and clear of all liens excepting only such restrictions hereunder upon future transfers by the Company, if any, as may be imposed by applicable law. The information set forth on Schedule II with respect to each Securityholder is accurate and complete.

4.2Due Authorization. Each of the Securityholders has all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the valid and binding obligation of each of the Securityholders, enforceable against such Securityholders in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

4.3Purchase for Investment.

(a)Each Securityholder is acquiring the Company Securities for investment for such Securityholder’s own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and each Securityholder has no present intention of selling, granting any participation in, or otherwise distributing the same. Each Securityholder further represents that he, she or it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Company Securities.

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(b)Each Securityholder understands that the Company Securities are not registered under the Securities Act on the ground that the sale and the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that the Company’s reliance on such exemption is predicated on the each Securityholder’s representations set forth herein.

4.4Investment Experience. Each Securityholder acknowledges that he, she or it can bear the economic risk of his, her or its investment, and has such knowledge and experience in financial and business matters that he, she or it is capable of evaluating the merits and risks of the investment in the Company Securities.

4.5Information. Each Securityholder has carefully reviewed such information as such he, she or it deemed necessary to evaluate an investment in the Company Securities. To the full satisfaction of each Securityholder, he, she or it has been furnished all materials that he, she or it has requested relating to the Company and the issuance of the Company Securities hereunder, and each Securityholder has been afforded the opportunity to ask questions of representatives of the Company to obtain any information necessary to verify the accuracy of any representations or information made or given to him, her or it. Notwithstanding the foregoing, nothing herein shall derogate from or otherwise modify the representations and warranties of the Company set forth in this Agreement, on which the Securityholders have relied in making an exchange of the Podium Securities for the Company Securities.

4.6Restricted Securities. Each Securityholder understands that the Company Shares and Warrant Shares may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Company Shares or Warrant Shares or any available exemption from registration under the Securities Act, the Company Shares and Warrant Shares must be held indefinitely. Each Securityholder is aware that the Company Shares and Warrant Shares may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that Rule are met. Among the conditions for use of Rule 144 may be the availability of current information to the public about the Company.

4.7Exempt Issuance. Each of the Securityholders acknowledges that he, she or it must assure the Company that the offer and sale of the Company Securities to such Securityholder qualifies for an exemption from the registration requirements imposed by the Securities Act and from applicable securities laws of any state of the United States. Each of the Securityholders agrees that he meets the criteria established in one or more of subsections (a) or (b), below.

(a)Accredited Investor, Section 4(2) of the Securities Act and/or Rule 506 of Regulation D. The Securityholder qualifies as an “accredited investor”, as that term is defined in Rule 501 of Regulation D, promulgated under the Securities Act.

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(b)Offshore Investor, Rule 903 of Regulation S. The Securityholder is not a U.S. Person, as defined in Rule 901 of Regulation S, promulgated under the Securities Act, and the Securityholder, severally but not jointly, represents and warrants to the Company that:

(i)The Securityholder is not acquiring the Company Securities as a result of, and such Securityholder covenants that he, she or it will not engage in any “directed selling efforts” (as defined in Regulation S under the Securities Act) in the United States in respect of the Company Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Company Securities;

(ii)The Securityholder is not acquiring the Company Securities for the account or benefit of, directly or indirectly, any U.S. Person;

(iii)The Securityholder is a resident of the People’s Republic of China;

(iv)the offer and the sale of the Company Securities to such Securityholder as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the People’s Republic of China;

(v)the Securityholder is outside the United States when receiving and executing this Agreement and that the Securityholder will be outside the United States when acquiring the Company Securities,

(vi)and the Securityholder covenants with Company that:

(1) offers and sales of any of the Company Shares or Warrant Shares prior to the expiration of a period of one year after the date of original issuance of the Company Shares or Warrant Shares (the six (6)-month period hereinafter referred to as the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the Securities Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the Securities Act or an exemption therefrom and in each case only in accordance with applicable state securities laws; and

(2) The Securityholder will not engage in hedging transactions with respect to the Company Shares or Warrant Shares until after the expiration of the Distribution Compliance Period.

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4.8Conflicts of Interest. Each Securityholder acknowledges that he, she or it is aware and understands the facts and circumstances of the Conflicts of Interest, as defined in Section 3.7 that may, individually and in the aggregate, create a conflict of interest. Each Securityholder hereby waives each and all of the Conflicts of Interest, in addition to any other conflicts of interest that may arise may exist or arise by virtue of the Conflicts of Interest and acknowledges that he, she or it has carefully read this Agreement, that it is consistent with the terms previously negotiated by the Parties, and understands that he, she or it is free at any time to obtain independent counsel for further guidance.

ARTICLE V

COVENANTS

5.1Further Assurances. Each of the Parties shall use its reasonable commercial efforts to proceed promptly with the transactions contemplated herein, to fulfill the conditions precedent for such party’s benefit or to cause the same to be fulfilled and to execute such further documents and other papers and perform such further acts as may be reasonably required or desirable to carry out the provisions of this Agreement and to consummate the transactions contemplated herein.

ARTICLE VI

DELIVERIES

6.1Items to be delivered to the Securityholders prior to or at Closing by the Company.

(a)Certificate of Incorporation and amendments thereto, By-laws and amendments thereto, and certificate of good standing of the Company in Delaware;

(b)all applicable schedules hereto;

(c)all minutes and resolutions of board of director and shareholder meetings in possession of the Company;

(d)shareholder list;

(e)all financial statements and all tax returns in possession of the Company;

(f)resolution from the Company’s Board appointing the designees of Podium to the Company’s Board of Directors;

(g)resolution from the Company’s Board, and if applicable, shareholder resolutions approving this transaction and authorizing the issuances of the shares hereto;

(h)letters of resignation from the Company’s current officers and directors to be effective upon Closing and after the appointments described in this section;

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(i)certificates representing the shares of the Company Shares issued in the denominations set forth opposite the names of the Shareholder and/or his designees on Schedule I to this Agreement;

(j)warrants representing the Company Warrants issued in the denominations set forth opposite the names of the Warrantholders and/or their designees on Schedule I to this Agreement; and

(k)any other document reasonably requested by the Securityholders that he, she or it deems necessary for the consummation of this transaction.

6.2Items to be delivered to the Company prior to or at Closing by Podium and the Securityholders.

(a)all applicable schedules hereto;

(b)instructions from Podium appointing its designees to the Company’s Board of Directors;

(c)share certificates and duly executed instruments of transfer and bought and sold notes from the Shareholder transferring the Podium Shares to the Company;

(d)the Podium Warrants;

(e)resolutions from the Board of Directors of Podium, if applicable, and shareholder resolutions approving the transactions contemplated hereby;

(f)payment of all liabilities of the Company of up to $50,000 directly out of the proceeds of the Equity Financing (as defined in Section 7.1(f) herein) to the appropriate creditors of the Company which shall include indebtedness owed to Company shareholders and fees owing to Company lawyers, accountants and similar parties; and

(g)any other document reasonably requested by the Company that it deems necessary for the consummation of this transaction.

ARTICLE VII

CONDITIONS PRECEDENT

7.1Conditions Precedent to Closing. The obligations of the Parties under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions:

(a)That each of the representations and warranties of the Parties contained herein shall be true and correct at the time of the Closing Date as if such representations and warranties were made at such time except for changes permitted or contemplated by this Agreement;

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(b)That the Parties shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing;

(c)That Podium shall have received, and provided a copy to the Company, an opinion of each of the Han Kun Law Offices and Liu & Wang, Attorneys at Law, Podium’s counsel in the People’s Republic of China, and Conyers, Dill & Pearman, Podium’s counsel in the British Virgin Islands, substantially in the forms attached hereto as Exhibit A;

(d)That the Company shall have engaged a public relations firm prior to Closing that is mutually acceptable to the Company and Podium; and

(e)The Company shall have concluded an equity financing of at least $5,000,000 at the time of Closing (the “Equity Financing”).

7.2Conditions to Obligations of Securityholders. The obligations of Securityholders shall be subject to fulfillment prior to or at the Closing, of each of the following conditions:

(a)The Company shall have received all of the regulatory, shareholder and other third party consents, permits, approvals and authorizations necessary to consummate the transactions contemplated by this Agreement;

(b)The Company shall have complied with Rule 14(f)(1) of the Exchange Act, if required; and

(c)To the extent that the liabilities of the Company exceed $50,000 as of the Closing, the Company shareholders shall have satisfied and paid such excess liabilities in full.

7.3Conditions to Obligations of the Company. The obligations of the Company shall be subject to fulfillment at or prior to or at the Closing, of each of the following conditions:

(a)Podium and the Securityholders shall have received all of the regulatory, shareholder and other third party consents, permits, approvals and authorizations necessary to consummate the transactions contemplated by this Agreement;

(b)The Shareholder shall have delivered to the Company the share certificates and duly executed instruments of transfer and bought and sold notes from the Shareholder transferring the Podium Shares to the Company;

(c)The Warrantholders shall have delivered to the Company the Podium Warrants;

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(d)All liabilities of the Company up to $50,000 shall be paid directly out of the proceeds of the Equity Financing to the appropriate creditors, which shall include indebtedness owed to the Company shareholders and fees owing to lawyers, accountants and similar parties.

ARTICLE VIII

TERMINATION

8.1Termination. This Agreement may be terminated at any time before or, at Closing, by:

(a)The mutual agreement of the Parties;

(b)Any party if:

(i)Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished; or

(ii)Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement;

(c)Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred.

ARTICLE IX

COVENANTS SUBSEQUENT TO CLOSING

9.1Registration Rights. The Company shall file, within sixty (60) days after the Closing and at its expense, with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement (the “Initial Registration Statement”) covering the resale of Common Stock held by those persons (and/or their designees) that are shareholders of the Company immediately prior to the Closing (“Pre-Existing Shareholders”), provided, however, that the Company shall not be required to register the Common Stock held by such shareholders who are affiliates of WestPark (“WestPark Affiliates”), as specified in Item 9.1 of the Disclosure Schedule, who shall instead receive registration rights to require the Company to file a registration statement (the “Second Registration Statement”) to register such Common Stock within ten (10) days following the end of the six (6) month period that immediately follows the date on which the Company files Initial Registration Statement with the Commission. The Company shall enter into a Registration Rights Agreement acceptable to the WestPark Affiliates with respect to rights described in this Section 9.1. In the event the Second Registration Statement is not timely filed to register the shares held by the WestPark Affiliates, or if the Second Registration Statement is not timely declared effective by the Commission, as described in the Registration Rights Agreement, the Company shall issue to such holders penalty shares (the “Penalty Shares”) equal to one percent (1%) of the shares on a monthly basis until the Second Registration Statement is filed with or declared effective by the Commission, as applicable. However, no Penalty Shares shall be due to the WestPark Affiliates if the Company is using best efforts to cause the Second Registration Statement to be filed and declared effective in a timely manner.

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9.2AMEX Listing. The Company shall take reasonable efforts to cause the Company’s securities to be listed on the American Stock Exchange as soon as practicable after the Closing.

ARTICLE X

MISCELLANEOUS

10.1Survival of Representations, Warranties and Agreements. Each of the Parties hereto is executing and carrying out the provisions of this Agreement in reliance upon the representations, warranties and covenants and agreements contained in this agreement or at the closing of the transactions herein provided for and not upon any investigation which it might have made or any representations, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein. Except as specifically set forth in this Agreement, representations and warranties and statements made by a party to in this Agreement or in any document or certificate delivered pursuant hereto shall not survive the Closing Date, and no claims made by virtue of such representations, warranties, agreements and covenants shall be made or commenced by any party hereto from and after the Closing Date.

10.2Access to Books and Records. During the course of this transaction through Closing, each party agrees to make available for inspection all corporate books, records and assets, and otherwise afford to each other and their respective representatives, reasonable access to all documentation and other information concerning the business, financial and legal conditions of each other for the purpose of conducting a due diligence investigation thereof. Such due diligence investigation shall be for the purpose of satisfying each party as to the business, financial and legal condition of each other for the purpose of determining the desirability of consummating the proposed transaction. The Parties further agree to keep confidential and not use for their own benefit, except in accordance with this Agreement any information or documentation obtained in connection with any such investigation.

10.3Further Assurances. If, at any time after the Closing, the Parties shall consider or be advised that any further deeds, assignments or assurances in law or that any other things are necessary, desirable or proper to complete the merger in accordance with the terms of this agreement or to vest, perfect or confirm, of record or otherwise, the title to any property or rights of the parties hereto, the Parties agree that their proper officers and directors shall execute and deliver all such proper deeds, assignments and assurances in law and do all things necessary, desirable or proper to vest, perfect or confirm title to such property or rights and otherwise to carry out the purpose of this Agreement, and that the proper officers and directors the parties are fully authorized to take any and all such action.

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10.4Notice. All communications, notices, requests, consents or demands given or required under this Agreement shall be in writing and shall be deemed to have been duly given when delivered to, or received by prepaid registered or certified mail or recognized overnight courier addressed to, or upon receipt of a facsimile sent to, the party for whom intended, as follows, or to such other address or facsimile number as may be furnished by such party by notice in the manner provided herein:

Attention:

If to the Shareholder and Podium and Yinlips:

c/o Yinlips Digital Technology (Shenzhen) Co., Ltd.

Room 2929-31, Nanguang JieJia Building

Futian District, Shenzhen, Guangdong

People’s Republic of China

Attention: Zhao Zifeng

Fax: (86) 755-2601-8050

With a copy to:

K&L Gates LLP

10100 Santa Monica Blvd., Seventh Floor

Los Angeles, California 90067

Attn: Thomas J. Poletti, Esq.

Fax.: (310) 552-5005

If to the Warrantholders:

Trillion Growth China LP

10^th Floor, Bankers Hall, West Tower

888-3^rd Street S.W., Calgary, AB

T2P 5C5, Canada

Attn: Corey Mitchell

Fax:

Midsouth Investor Fund LP

201 4^th Ave. North Ste. 1950

Nashville, TN 37219

Attn: Lyman O. Heidtke

Fax:

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If to the Company:

SRKP 17, Inc.

1900 Avenue of the Stars, Suite 310

Los Angeles, CA 90067

Attn: Richard Rappaport

Fax: (310) 843-9304

10.5Entire Agreement. This Agreement, the Disclosure Schedules and any instruments and agreements to be executed pursuant to this Agreement, sets forth the entire understanding of the Parties hereto with respect to its subject matter, merges and supersedes all prior and contemporaneous understandings with respect to its subject matter and may not be waived or modified, in whole or in part, except by a writing signed by each of the Parties hereto. No waiver of any provision of this Agreement in any instance shall be deemed to be a waiver of the same or any other provision in any other instance. Failure of any party to enforce any provision of this Agreement shall not be construed as a waiver of its rights under such provision.

10.6Successors and Assigns. This Agreement shall be binding upon, enforceable against and inure to the benefit of, the parties hereto and their respective heirs, administrators, executors, personal representatives, successors and assigns, and nothing herein is intended to confer any right, remedy or benefit upon any other person. This Agreement may not be assigned by any party hereto except with the prior written consent of the other parties, which consent shall not be unreasonably withheld.

10.7Governing Law. This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of Delaware are applicable to agreements made and fully to be performed in such state, without giving effect to conflicts of law principles.

10.8Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

10.9Construction. Headings contained in this Agreement are for convenience only and shall not be used in the interpretation of this Agreement. References herein to Articles, Sections and Exhibits are to the articles, sections and exhibits, respectively, of this Agreement. The Disclosure Schedule is hereby incorporated herein by reference and made a part of this Agreement. As used herein, the singular includes the plural, and the masculine, feminine and neuter gender each includes the others where the context so indicates.

10.10Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, this Agreement shall be interpreted and enforceable as if such provision were severed or limited, but only to the extent necessary to render such provision and this Agreement enforceable.

[SIGNATURE PAGE FOLLOWS]

19

IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the date first set forth above.

SRKP 17, INC.
	By:	/s/ Richard Rappaport
	Name:	Richard Rappaport
	Title:	President
PODIUM TECHNOLOGY LIMITED
	By:	/s/ Zhao Zifeng
	Name:	Zhao Zifeng
	Title:	President
YINLIPS DIGITAL TECHNOLOGY
(SHENZHEN) CO., LTD.
	By:	/s/ Zhao Zifeng
	Name:	Zhao Zifeng
	Title:	President

[SIGNATURE PAGES FOR SECURITYHOLDERS FOLLOW]

20

PODIUM TECHNOLOGY LIMITED

SHAREHOLDER’S SIGNATURE PAGE TO

SHARE AND WARRANT EXCHANGE AGREEMENT

Dated September 22, 2008

Among SRKP 17, Inc., Podium Technology Limited

Yinlips Digital Technology (Shenzhen) Co., Ltd, and

the Sole Shareholder and the Warrantholders of Podium Technology Limited

The undersigned Shareholder hereby executes and delivers the Share and Warrant Exchange Agreement (the “Agreement”) to which this Signature Page is attached, which, together with all counterparts of the Agreement and Signature Pages of the other parties named in said Agreement, shall constitute one and the same document in accordance with the terms of the Agreement.

/s/ Wong Kwok Fu

(Signature)

Wong Kwok Fu

(Type or print name)

 (Type or print name as it should appear on certificate, if different)

Address:	6/7 Bldg., Huahan Chuangxin Block, Keynen Rd., Hi-Tech Industry Zone, Shenzhen
Telephone:	(86) 13823796598
Facsimile:	(___) ____________

Number of Podium Shares Held: 50,000

1

PODIUM TECHNOLOGY LIMITED

WARRANTHOLDERS’ SIGNATURE PAGE TO

SHARE AND WARRANT EXCHANGE AGREEMENT

Dated September 22, 2008

Among SRKP 17, Inc., Podium Technology Limited

Yinlips Digital Technology (Shenzhen) Co., Ltd, and

the Sole Shareholder and the Warrantholders of Podium Technology Limited

The undersigned Warrantholder hereby executes and delivers the Share and Warrant Exchange Agreement (the “Agreement”) to which this Signature Page is attached, which, together with all counterparts of the Agreement and Signature Pages of the other parties named in said Agreement, shall constitute one and the same document in accordance with the terms of the Agreement.

/s/ Lyman O. Heidtke

(Signature)

Lyman O. Heidtke, General Partner

(Type or print name)

MidSouth Investor Fund LP

(Type or print name as it should appear on certificate, if different)

Address:	201 4th Ave. North, Suite 1950
	Nashville, TN 37219
Telephone:	(615) 254-0992
Facsimile:	(615) 254-1603

Number of Podium Warrants Held: 150,000

2

PODIUM TECHNOLOGY LIMITED

WARRANTHOLDERS’ SIGNATURE PAGE TO

SHARE AND WARRANT EXCHANGE AGREEMENT

Dated September 22, 2008

Among SRKP 17, Inc., Podium Technology Limited

Yinlips Digital Technology (Shenzhen) Co., Ltd, and

the Sole Shareholder and the Warrantholders of Podium Technology Limited

The undersigned Warrantholder hereby executes and delivers the Share and Warrant Exchange Agreement (the “Agreement”) to which this Signature Page is attached, which, together with all counterparts of the Agreement and Signature Pages of the other parties named in said Agreement, shall constitute one and the same document in accordance with the terms of the Agreement.

/s/ Corey Mitchell

(Signature)

Corey Mitchell

(Type or print name)

Trillion Growth China LP

(Type or print name as it should appear on certificate, if different)

Address:	10th Floor, Bankers Itak West Tower 888-3rd Street S.W., Calgary, AB, T2P5C5, Canada
Telephone:	(800) 277-5790
Facsimile:	(800) 428-4497

Number of Podium Warrants Held: 150,000

3

EXHIBIT A

FORMS OF OPINION LETTERS

4

SCHEDULE I

SECURITYHOLDERS AND COMPANY SECURITIES

Name	Number of Company Shares		Number of Company Warrants
Wong Kwok Fu		65,795		0
Trillion Growth China LP		0		150,000
Midsouth Investor Fund LP		0		150,000

5

SCHEDULE II

SECURITYHOLDERS AND PODIUM SECURITIES

Name	Number of Podium Shares		Number of Podium Warrants
Wong Kwok Fu		50,000		0
Trillion Growth China LP		0		150,000
Midsouth Investor Fund LP		0		150,000

6

DISCLOSURE SCHEDULES

ITEM 2.7 – INDEBTEDNESS; CONTRACTS; NO DEFAULTS

As set forth in the Financial Statements.

ITEM 3.1(b) – BRIDGE NOTES

On May 30, 2008, Podium entered into a Note and Warrant Purchase Agreement with Triple Growth China LP and Midsouth Investor Fund LP (the “Lenders”) whereby Podium issued the Lenders promissory notes in an aggregate principal amount of $600,000, bearing interest at a rate of 12% per year, and five-year warrants to purchase an aggregate of 300,000 shares of Podium’s common stock at an exercise price of $1.10 (the “Podium Warrants”).

The Podium Warrants shall be exchanged for the Company Warrants upon the Closing of the Exchange.

ITEM 3.3 – CAPITALIZATION

See Item 3.1(b) above.

ITEM 3.5 – INDEBTEDNESS; CONTRACTS; NO DEFAULTS

Podium is a party to the Restated and Amended Equity Transfer Agreement (the “Restated Equity Agreement”) pursuant to which Podium shall make payments to Zhao Zifeng (formerly known as Zhao Taisheng) and Zhang Weiqiang equal to RMB 19,200,000 (the “Debt”) within one (1) year of the effective date of the Restated Equity Agreement. Upon the Closing of the Exchange, the Company shall assume the Debt and make the required payments to Mr. Zhao and Mr. Zhang in accordance with the terms of the Restated Equity Agreement.

Also see Item 3.1(b) above.

ITEM 3.6 – COMPLIANCE WITH THE LAW

See Item 3.7 below.

ITEM 3.7 – LITIGATION

None.

ITEM 9.1 – WESTPARK AFFILIATES

Richard Rappaport

Amanda Rappaport Trust

Kailey Rappaport Trust

Anthony C. Pintsopoulos

Kevin DePrimio

Jason Stern

WestPark Financial Services, LLC

7

TABLE OF CONTENTS

		Page
ARTICLE I THE EXCHANGE		2
1.1	The Exchange	2
1.2	Time and Place of Closing	2
1.3	Effective Time	2
1.4	Tax Consequences	2
ARTICLE II		2
2.1	Due Organization and Qualification; Due Authorization.	3
2.2	No Conflicts or Defaults	3
2.3	Capitalization	3
2.4	Financial Statements	4
2.5	No Assets or Liabilities	4
2.6	Taxes	4
2.7	Indebtedness; Contracts; No Defaults	5
2.8	Real Property	5
2.9	Compliance with Law	5
2.10	Permits and Licenses	5
2.11	Litigation	5
2.12	Insurance	5
2.13	Patents; Trademarks and Intellectual Property Rights	5
2.14	Securities Law Compliance	6
2.15	Conflicts of Interest	6
ARTICLE III REPRESENTATIONS AND WARRANTIES OF YINLIPS		6
3.1	Due Organization and Qualification; Due Authorization.	6
3.2	No Conflicts or Defaults	7
3.3	Capitalization	7
3.4	Taxes	8
3.5	Indebtedness; Contracts; No Defaults
3.6	Compliance with Law	8
3.7	Litigation.	8
3.8	Conflicts of Interest	9
ARTICLE IV REPRESENTATION AND WARRANTIES OF THE SECURITYHOLDERS		10
4.1	Title to Shares	10
4.2	Due Authorization	10
4.3	Purchase for Investment.	10
4.4	Investment Experience	11
4.5	Information	11
4.6	Restricted Securities	11
4.7	Exempt Issuance	11
4.8	Conflicts of Interest	13

- i -

ARTICLE V COVENANTS		13
5.1	Further Assurances	13
ARTICLE VI DELIVERIES		13
6.1	Items to be delivered to the Securityholders prior to or at Closing by the Company.	13
6.2	Items to be delivered to the Company prior to or at Closing by Podium and the Securityholders.	14
ARTICLE VII CONDITIONS PRECEDENT		14
7.1	Conditions Precedent to Closing	14
7.2	Conditions to Obligations of Securityholders	15
7.3	Conditions to Obligations of the Company	15
ARTICLE VIII TERMINATION		16
8.1	Termination	16
ARTICLE IX COVENANTS SUBSEQUENT TO CLOSING		16
9.1	Registration Rights	16
9.2	AMEX Listing	17
ARTICLE X MISCELLANEOUS		17
10.1	Survival of Representations, Warranties and Agreements	17
10.2	Access to Books and Records	17
10.3	Further Assurances	17
10.4	Notice	18
10.5	Entire Agreement	19
10.6	Successors and Assigns	19
10.7	Governing Law	19
10.8	Counterparts	19
10.9	Construction	19
10.10	Severability	19

- ii -

EX-3.3

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS

OF

SERIES A CONVERTIBLE PREFERRED STOCK

($0.0001 PAR VALUE PER SHARE)

OF

SRKP 17, INC.

Pursuant to Section 151(g) of the

General Corporation Law of the

State of Delaware

SRKP 17, Inc., a Delaware corporation (the “Corporation”), pursuant to authority conferred on the Board of Directors of the Corporation by the Certificate of Incorporation and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, certifies that the Board of Directors of the Corporation, at a meeting duly called and held, at which a quorum was present and acting throughout, duly adopted the following resolution:

RESOLVED: That, pursuant to the authority expressly granted to and vested in the Board of Directors of the Corporation in accordance with the provisions of its Certificate of Incorporation, a series of Preferred Stock of the Corporation be and hereby is established, consisting of 4,545,455 shares, to be designated “Series A Convertible Preferred Stock” (hereinafter “Preferred Stock”); that the Board of Directors be and hereby is authorized to issue such shares of Preferred Stock from time to time and for such consideration and on such terms as the Board of Directors shall determine; and that, subject to the limitations provided by law and by the Certificate of Incorporation, the powers, designations, preferences and relative, participating, optional or other special rights of, and the qualifications, limitations or restrictions upon, the Preferred Stock shall be as follows:

TERMS OF PREFERRED STOCK

Section 1.Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Transaction Documents shall have the meanings given such terms in the Transaction Documents. For the purposes hereof, the following terms shall have the following meanings:

“Alternate Consideration” shall have the meaning set forth in Section 6(e).

“Base Conversion Price” shall have the meaning set forth in Section 6(b).

“Business Day” means any day except Saturday, Sunday, any day which shall be a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“California Courts” shall have the meaning set forth in Section 8(c).

“Common Stock” means the Corporation’s common stock, par value $0.0001 per share, and stock of any other class of securities into which such securities may hereafter be reclassified or changed into.

“Common Stock Equivalents” means any securities of the Corporation or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Conversion Amount” means the sum of the Stated Value at issue.

“Conversion Date” shall have the meaning set forth in Section 5(a).

“Conversion Price” shall have the meaning set forth in Section 5(b).

“Conversion Shares” means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof.

“Conversion Shares Registration Statement” means a registration statement that registers the resale of all Conversion Shares of the Holders, who shall be named as “selling stockholders” therein and meets the requirements of the Registration Rights Agreement.

“Dilutive Issuance” shall have the meaning set forth in Section 6(b).

“Dilutive Issuance Notice” shall have the meaning set forth in Section 6(b).

“Equity Conditions” means, during the period in question, (i) the Corporation shall have duly honored all conversions scheduled to occur or occurring by virtue of one or more Notices of Conversion of the applicable Holder on or prior to the dates so requested or required, if any, (ii) there is an effective Conversion Shares Registration Statement pursuant to which the Holders are permitted to utilize the prospectus thereunder to resell all of the shares of Common Stock issuable pursuant to the Transaction Documents which Conversion Shares Registration Statement has been effective, (iii) the Common Stock is trading on a Trading Market and all of the shares issuable pursuant to the Transaction Documents are listed for trading on such Trading Market, (iv) there is a sufficient number of authorized, but unissued and otherwise unreserved, shares of Common Stock for the issuance of all of the shares of Common Stock issuable pursuant to the Transaction Documents, and (v) there has been no public announcement of a pending or proposed Fundamental Transaction that has not been consummated.

“Exempt Issuance” means the issuance of (a) shares of Common Stock or options to purchase Common Stock to employees, consultants, officers or directors of the Corporation pursuant to any equity incentive plan duly adopted by a majority of the non-employee members of the Board of Directors of the Corporation or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise of or conversion of any securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the Original Issue Date, provided that such securities have not been amended since the Original Issue Date to increase the number of such securities or to decrease the exercise or conversion price of any such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors, provided that any such issuance shall only be to a Person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Corporation and shall provide to the Corporation additional benefits in addition to the investment of funds, but shall not include a transaction in which the Corporation is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

“Forced Conversion Amount” means 100% of the aggregate Stated Value then outstanding.

“Forced Conversion Date” shall have the meaning set forth in Section 7(a).

“Forced Conversion Notice” shall have the meaning set forth in Section 7(a).

“Forced Conversion Notice Date” shall have the meaning set forth in Section 7(a).

“Fundamental Transaction” shall have the meaning set forth in Section 6(c).

“Holder” shall have the meaning given such term in Section 2.

“Junior Securities” means the Common Stock and all other Common Stock Equivalents of the Corporation other than those securities which are explicitly senior to the Preferred Stock in dividend rights or liquidation preference.

“Liquidation” shall have the meaning set forth in Section 4.

“Notice of Conversion” shall have the meaning set forth in Section 5(a).

“Original Issue Date” shall mean the date on which Preferred Stock is issued to the Holder.

2

“Preferred Stock” shall have the meaning set forth in Section 2.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Share Delivery Date” shall have the meaning set forth in Section 5(c).

“Stated Value” shall have the meaning set forth in Section 2.

“Subscription Agreements” means the subscription agreements to which the Corporation and the original Holders are parties, setting forth the terms by which the Holders purchased the Preferred Stock, together with all exhibits, schedules, attachments and supplements thereto.

“Trading Day” means a day on which the principal Trading Market is open for business.

“Trading Market” means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the American Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, or the New York Stock Exchange.

“Trading Market Listing Date” means the first Trading Day on which the Common Stock is listed or quoted for trading on a Trading Market.

“Transaction Documents” shall mean the Subscription Agreements and this Certificate of Designations.

Section 2.Designation, Amount and Par Value. The series of preferred stock shall be designated as its Series A Convertible Preferred Stock (the “Preferred Stock”) and the number of shares so designated shall be up to 4,545,455. The holders of the Preferred Stock shall be each, a “Holder” and collectively, the “Holders”. Each share of Preferred Stock shall have a par value of $0.0001 per share and a stated value equal to $1.10 (the “Stated Value”).

Section 3.Voting Rights. Holders shall have the right to receive notice of all regular and special meetings of shareholders simultaneously with provision of such notice to holders of Common Stock, and shall have the right to one vote per Conversion Share underlying any Preferred Stock outstanding as of the record date for purposes of determining which holders have the right to vote with respect to any matters brought to a vote before the Company’s holders of Common Stock. In addition, as long as any shares of Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend this Certificate of Designation or (b) enter into any agreement with respect to the foregoing.

Section 4.Liquidation. Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a “Liquidation”), the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation an amount equal to (a) 100% of the Stated Value, plus (b) any accrued and unpaid dividends thereon and any other fees or liquidated damages owing thereon, for each share of Preferred Stock before any distribution or payment shall be made to the holders of any Junior Securities, and if the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the Holders shall be ratably distributed among the Holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. The Corporation shall mail written notice of any Liquidation, not less than 45 days prior to the payment date stated therein, to each Holder.

3

Section 5.Conversion.

a)Conversions at Option of Holder. Each share of Preferred Stock shall be convertible at the option of the Holder thereof, at any time and from time to time from and after the Original Issue Date into that number of shares of Common Stock determined by dividing the Stated Value of such share of Preferred Stock by the Conversion Price. Holders shall effect conversions by providing the Corporation, the Corporation’s transfer agent, or any other agent of the Corporation so designated by the Corporation to process the issuance of Conversion Shares (the “Preferred Agent”) with the form of conversion notice attached hereto as Annex A (a “Notice of Conversion”). Each Notice of Conversion shall specify the number of shares of Preferred Stock to be converted, the number of shares of Preferred Stock owned prior to the conversion at issue, the number of shares of Preferred Stock owned subsequent to the conversion at issue and the date on which such conversion is to be effected, which shall be the date the applicable Holder transmits such Notice of Conversion to the Corporation, its Preferred Agent, or any agent of the Holder that is irrevocably instructed to process the conversion on the Holder’s behalf, unless a later date is specified by the Holder (the “Conversion Date”). The calculations and entries set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error. To effect conversions of shares of Preferred Stock, a Holder shall be required to surrender the certificate(s) representing such shares of Preferred Stock to the Corporation, and, unless all of the shares of Preferred Stock represented thereby are so converted, the Corporation shall deliver to the Holder a certificate representing the balance of the shares of Preferred Stock not so converted promptly following the Conversion Date at issue. Shares of Preferred Stock converted into Common Stock or redeemed in accordance with the terms hereof shall be canceled and shall not be reissued, and shall revert to the status of authorized but unissued and undesignated shares of preferred stock as contemplated by Section 9(h) hereof.

b)Conversion Price. The conversion price for the Preferred Stock shall equal $1.10, subject to adjustment herein (the “Conversion Price”). Initially, each share of Preferred Stock shall be convertible into one share of Common Stock.

c)Mechanics of Conversion

i.Delivery of Certificate Upon Conversion. Not later than three (3) Trading Days after the Corporation or its Preferred Agent has received the Holder’s Notice of Conversion (the “Share Delivery Date”), the Corporation shall deliver, or cause to be delivered, to the converting Holder (A) a certificate or certificates which, on or after the Effective Date, shall be free of restrictive legends and trading restrictions (other than those which may then be required by the Subscription Agreements) representing the number of shares of Common Stock being acquired upon the conversion of shares of Preferred Stock, and (B) a bank check, wire transfer, or corporate check in the amount of accrued and unpaid dividends as of the Conversion Date. On or after the Effective Date, the Corporation shall, upon request of such Holder, use its best efforts to deliver any certificate or certificates required to be delivered by the Corporation under this Section 5 electronically through the Depository Trust Company or another established clearing corporation performing similar functions. If in the case of any Notice of Conversion such certificate or certificates are not delivered to or as directed by the applicable Holder by the third (3 ^rd ) Trading Day after the Conversion Date, the applicable Holder shall be entitled to elect by written notice to the Corporation at any time on or before its receipt of such certificate or certificates, to rescind such Conversion Notice by written notice to the Corporation, in which event the Corporation shall promptly return to such Holder any original Preferred Stock certificate delivered to the Corporation and such Holder shall promptly return any Common Stock certificates representing the shares of Preferred Stock tendered for conversion to the Corporation.

ii.Obligation Absolute. The Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by such Holder or any other Person of any obligation to the Corporation or any violation or alleged violation of law by such Holder or any other person, and irrespective of any other circumstance which might otherwise limit such obligation of the Corporation to such Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Corporation of any such action that the Corporation may have against such Holder.

iii.Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Preferred Stock, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders of the Preferred Stock, not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions in the Subscription Agreement) be issuable (taking into account the adjustments and restrictions of Section 6) upon the conversion of all outstanding shares of Preferred Stock and payment of dividends hereunder. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.

4

iv.Fractional Shares. Upon a conversion hereunder, the Corporation shall not be required to issue stock certificates representing fractions of shares of Common Stock, but may if otherwise permitted, make a cash payment in respect of any final fraction of a share based on the Conversion Price at such time. If the Corporation elects not, or is unable, to make such a cash payment, the Holders shall be entitled to receive, in lieu of the final fraction of a share, one whole share of Common Stock.

v.Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Preferred Stock shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holders of such shares of Preferred Stock so converted and the Corporation shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid.

Section 6.Certain Adjustments.

a)Stock Dividends and Stock Splits. If the Corporation, at any time while this Preferred Stock is outstanding: (A) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any other Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation upon conversion of, or payment of a dividend on, this Preferred Stock); (B) subdivides outstanding shares of Common Stock into a larger number of shares; (C) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares; or (D) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Corporation, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Corporation) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 6(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

b)Subsequent Equity Sales. If the Corporation at any time prior to the Trading Market Listing Date sells or issues any shares of Common Stock in one or a series of transactions at an effective price per share that is lower than the then Conversion Price where the aggregate gross proceeds to the Corporation are at least One Million Dollars ($1,000,000) (such lower price, the “Base Conversion Price” and such issuances collectively, a “Dilutive Issuance”), then the Conversion Price shall be reduced to equal the Base Conversion Price. Notwithstanding the foregoing, no adjustment will be made under this Section 6(b) in respect of an Exempt Issuance. The Corporation shall notify the Holders in writing, no later than the Business Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 6(b), indicating therein the applicable issuance price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Corporation provides a Dilutive Issuance Notice pursuant to this Section 6(b), upon the occurrence of any Dilutive Issuance, the Holders are entitled to receive a number of Conversion Shares based upon the Base Conversion Price on or after the date of such Dilutive Issuance, regardless of whether a Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

5

c)Fundamental Transaction. If, at any time while this Preferred Stock is outstanding, (A) the Corporation effects any merger or consolidation of the Corporation with or into another Person, (B) the Corporation effects any sale of all or substantially all of its assets in one transaction or a series of related transactions, (C) any tender offer or exchange offer (whether by the Corporation or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (D) the Corporation effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental Transaction”), then, upon any subsequent conversion of this Preferred Stock, the Holders shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one share of Common Stock (the “Alternate Consideration”). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Corporation shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holders shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Preferred Stock following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Corporation or surviving entity in such Fundamental Transaction shall file a new Certificate of Designation with the same terms and conditions and issue to the Holders new preferred stock consistent with the foregoing provisions and evidencing the Holders’ right to convert such preferred stock into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 6(c) and insuring that this Preferred Stock (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

d)Calculations. All calculations under this Section 6 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 6, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the actual number of shares of Common Stock (excluding any treasury shares of the Corporation) issued and outstanding.

e)Notice to the Holders.

i.Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 6, the Corporation shall promptly mail to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

ii.Notice to Allow Conversion by Holder. If (A) the Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Corporation is a party, any sale or transfer of all or substantially all of the assets of the Corporation, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation, then, in each case, the Corporation shall cause to be filed at each office or agency maintained for the purpose of conversion of this Preferred Stock, and shall cause to be delivered to each Holder at its last address as it shall appear upon the stock books of the Corporation, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder shall be entitled to convert the Conversion Amount of this Preferred Stock (or any part hereof) during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice.

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Section 7.Forced Conversion. Notwithstanding anything herein to the contrary, if the closing price of the Common Stock on the Trading Market for each of any ten consecutive Trading Day period exceeds $3.50 (as adjusted for stock splits, recapitalizations and the like) above the then effective Conversion Price and on such date all of the Equity Conditions are met, the Corporation may, within one (1) Trading Day after the end of any such period, deliver a written notice to all Holders (a “Forced Conversion Notice” and the date such notice is delivered to the Holders, the “Forced Conversion Notice Date”) to cause each Holder to convert all or part of such Holder’s Preferred Stock (as specified in such Forced Conversion Notice), it being agreed that the “Conversion Date” for purposes of Section 5 shall be deemed to occur on the third (3 ^rd ) day following the Forced Conversion Notice Date (such third (3 ^rd ) day, the “Forced Conversion Date”). The Corporation may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Corporation shall not be effective, unless all of the Equity Conditions have been met on each Trading Day occurring during the applicable period from the Forced Conversion Notice Date through and including the later of the Forced Conversion Date and the Trading Day after the date that the Conversion Shares issuable pursuant to such conversion are actually delivered to the Holders pursuant to the Forced Conversion Notice. Any Forced Conversion Notices shall be applied ratably to all of the Holders based on each Holder’s initial purchases of Preferred Stock pursuant to the Subscription Agreement, provided that any voluntary conversions by a Holder shall be applied against such Holder’s pro-rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if less than all shares of the Preferred Stock are forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 5, including, without limitation, the provisions requiring payment of any dividends and, liquidated damages except that the Holder shall not be obligated to deliver a Notice of Conversion in order to effect such Forced Conversion. Within three (3) Business Days following the Forced Conversion Date, the Corporation shall cause to be paid to the Holders, in cash, all accrued but unpaid dividends on the shares of Preferred Stock so converted, together with all unpaid liquidated damages and other amounts due in respect of the Preferred Stock.

Section 8.Miscellaneous.

a)Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service, addressed to the Corporation, at Room 2929-31, NanGuan JieJia Building, FuTian District, Shenzhen, GuangDong, People’s Republic of China, facsimile number (86) 755-26018050, Attn: Chief Executive Officer or such other facsimile number or address as the Corporation may specify for such purposes by notice to the Holders delivered in accordance with this Section 8. Any and all notices or other communications or deliveries to be provided by the Corporation hereunder shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number or address of such Holder appearing on the books of the Corporation, or if no such facsimile number or address appears on the books of the Corporation, at the principal place of business of the Holders. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Section 8 prior to 5:00 p.m. (New York City time) on any date, (ii) the date immediately following the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Section 8 between 5:00 p.m. and 11:59 p.m. (New York City time) on any date, (iii) the second Business Day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.

b)Lost or Mutilated Preferred Stock Certificate. If a Holder’s Preferred Stock certificate shall be mutilated, lost, stolen or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of Preferred Stock so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of the ownership hereof reasonably satisfactory to the Corporation, together with an indemnity.

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c)Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of Los Angeles, State of California (the “California Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Los Angeles Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such Los Angeles Courts, or such Los Angeles Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Certificate of Designation and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Certificate of Designation or the transactions contemplated hereby. If either party shall commence an action or proceeding to enforce any provisions of this Certificate of Designation, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

d)Waiver. Any waiver by the Corporation or a Holder of a breach of any provision of this Certificate of Designation shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of Designation or a waiver by any other Holders. The failure of the Corporation or a Holder to insist upon strict adherence to any term of this Certificate of Designation on one or more occasions shall not be considered a waiver or deprive that party (or any other Holder) of the right thereafter to insist upon strict adherence to that term or any other term of this Certificate of Designation. Any waiver by the Corporation or a Holder must be in writing.

e)Severability. If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate of Designation shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law.

f)Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

g)Headings. The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation and shall not be deemed to limit or affect any of the provisions hereof.

h)Status of Converted or Redeemed Preferred Stock. Shares of Preferred Stock may only be issued pursuant to the Subscription Agreement. If any shares of Preferred Stock shall be converted, redeemed or reacquired by the Corporation, such shares shall resume the status of authorized but unissued shares of preferred stock and shall no longer be designated as Series A Convertible Preferred Stock.

*********************

FURTHER RESOLVED: That the Chairman, the president or any vice-president, and the secretary or any assistant secretary, of the Corporation be and they hereby are authorized and directed to prepare and file a Certificate of Designation of Preferences, Rights and Limitations in accordance with the foregoing resolution and the provisions of Delaware law.

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IN WITNESS WHEREOF, the undersigned have executed this Certificate this 15^th day of October 2008.

	/s/ Richard Rappaport		/s/ Anthony Pintsopoulis
Name:	Richard Rappaport	Name:	Anthony Pintsopoulis
Title:	President and Chief Executive Officer	Title:	Secretary

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ANNEX A

NOTICE OF CONVERSION

(TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO CONVERT SHARES OF PREFERRED STOCK)

The undersigned hereby elects to convert the number of shares of Series A Convertible Preferred Stock indicated below into shares of common stock, par value $0.0001 per share (the “Common Stock”), of SRKP 17, Inc., a Delaware corporation (the “Corporation”), according to the conditions hereof, as of the date written below. If shares are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as may be required by the Corporation in accordance with the Subscription Agreement. No fee will be charged to the Holders for any conversion, except for any such transfer taxes.

Conversion calculations:

Date to Effect Conversion: _________________________________________________

Number of shares of Preferred Stock owned prior to Conversion: ___________________

Number of shares of Preferred Stock to be Converted: ____________________________

Stated Value of shares of Preferred Stock to be Converted: ________________________

Number of shares of Common Stock to be Issued: _______________________________

(Initially 1 share Preferred Stock = 1 share Common Stock)

Applicable Conversion Price: _______________________________________________

Number of shares of Preferred Stock subsequent to Conversion: ____________________

[Holder]:

By:

Name:

Title:

EX-3.4

CERTIFICATE OF OWNERSHIP AND

MERGER MERGING

YINLIPS TECHNOLOGY, INC.

INTO

SRKP 17, INC.

(Pursuant to section 253 of the General Corporation Law of the state of Delaware)

SRKP 17, Inc., (the “Company”) a corporation organized and existing under the laws of the state of Delaware, does hereby certify:

First: That this Company was incorporated on December 7, 2006 pursuant to the General Corporation Law of the state of Delaware.

Second: That this Company owns all of the issued and outstanding shares of stock of Yinlips Technology, Inc., a corporation organized and existing under the laws of the state of Delaware.

Third: That this Company, by resolutions of its board of directors duly adopted by unanimous written consent on September 25, 2008 determined to merge into itself said Yinlips Technology, Inc. which resolutions are set forth on Exhibit A, attached hereto and incorporated herein.

Fourth: The Certificate of Incorporation of the Company is hereby amended by deleting Article I of the Certificate of Incorporation in its present form and substituting therefore new Article I in the following form: The name of the Company is Yinlips Technology, Inc.

Fifth: The merger shall be effective upon filing with the Delaware Secretary of State.

IN WITNESS WHEREOF, SRKP 17, Inc. has caused this Certificate of Merger to be executed by a duly authorized officer this 17th day of October, 2008.

SRKP 17, Inc.
By:	/s/ Richard Rappaport
Name:		Richard Rappaport
Title:		President

Exhibit A

RESOLUTIONS OF MERGER

Name Change

WHEREAS, the Board believes it to be in the best interest of the Company to change its name to Yinlips Technology, Inc. to better reflect the business of the Company in light of the Share Exchange;

WHEREAS, the Company owns 1,000 shares of common stock of Yinlips Technology, Inc, constituting 100% of the outstanding common stock of Yinlips Technology, Inc, the only class of capital stock outstanding;

WHEREAS, Section 253 of the Delaware General Corporation Law (“DGCL”) permits the “short-form” merger into a parent corporation of a subsidiary corporation where at least 90% of the outstanding shares of each class of stock of the subsidiary corporation are owned by the parent corporation by executing, acknowledging and filing, in accordance with Section 103 of the DGCL, a certificate of such ownership and merger setting forth a copy of the resolution of its board of directors to so merge and the date of adoption; and

WHEREAS, the Board believes, based on discussions with, the analysis of, and the recommendation of the Company’s management, and after consideration of the following factors, among others, that it is in the best interest of the Company’s stockholders to effect a short-form merger of Niveous to effectuate a name change to better reflect the Company’s line of business.

NOW, THEREFORE, BE IT RESOLVED, that the form of Certificate of Short Form Merger (the “Certificate of Merger”) attached hereto as Exhibit D is hereby adopted and approved with such additions, modifications, or deletions as the officers of the Company deem necessary or appropriate and in the best interest of the Company and its stockholders;

RESOLVED FURTHER, that the officers of the Company be, and each of them hereby are, authorized and directed to cause the Certificate of Merger to be filed with the Secretary of State of the State of Delaware; and

RESOLVED FURTHER that the officers of the Company hereby are, and each of them with the full authority to act without the others hereby is, authorized, in the name and on behalf of the Company, to execute and deliver any and all contracts, deeds, and writings of any nature and to do any other act or thing that may be necessary or desirable to carry out the foregoing.

A-1

EX-10.1

Podium Technology Limited

NOTE AND WARRANT PURCHASE AGREEMENT

May 30, 2008

TABLE OF CONTENTS

			Page
1.	Definitions		1
2.	Terms of the Secured Notes		3
	2.1	Issuance of Secured Notes	3
	2.2	Corporate Transaction or Reverse Merger Withdrawal	3
3.	Warrants		3
4.	Closing Mechanics		3
5.	Representations and Warranties of the Company		3
	5.1	Organization, Good Standing and Qualification	4
	5.2	Authorization	4
	5.3	Compliance with Other Instruments	4
	5.4	Valid Issuance of Stock	4
6.	Representations and Warranties of the Lenders		4
	6.1	Authorization	4
	6.2	Purchase Entirely for Own Account	4
	6.3	Disclosure of Information	5
	6.4	Investment Experience	5
	6.5	Accredited Investor	5
	6.6	Restricted Securities	5
	6.7	Further Limitations on Disposition	5
	6.8	Legends	5
7.	State Commissioners of Corporations		6
8.	Defaults and Remedies		6
	8.1	Events of Default	6
	8.2	Remedies	7
9.	Miscellaneous		7
	9.1	Successors and Assigns	7
	9.2	Governing Law	7
	9.3	Counterparts	7
	9.4	Titles and Subtitles	7
	9.5	Notices	8
	9.6	Finder’s Fee	8
	9.7	Expenses	8
	9.8	Entire Agreement; Amendments and Waivers	8
	9.9	Effect of Amendment or Waiver	9
	9.10	Severability	9
	9.11	Stock Purchase Agreement	9

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9.12	Exculpation Among Lenders	9
9.13	Acknowledgement	9
9.14	Indemnity; Costs, Expenses and Attorneys’ Fees	9
9.15	Further Assurance	10

EXHIBIT A SECURED PROMISSORY NOTE 

EXHIBIT B WARRANT TO PURCHASE SHARES OF EQUITY SECURITIES 

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NOTE AND WARRANT PURCHASE AGREEMENT

THIS NOTE AND WARRANT PURCHASE AGREEMENT (“Agreement”) is made as of May 30, 2008, by and among Podium Technology Limited, a British Virgin Islands corporation (the “Company”), and the lenders (each individually a “Lender,” and collectively the “Lenders”) named on the Schedule of Lenders attached hereto (the “Schedule of Lenders”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below.

WHEREAS, each of the Lenders intends to provide certain Consideration to the Company as described for each Lender on the Schedule of Lenders;

WHEREAS, the parties wish to provide for the sale and issuance of such Notes and Warrants in return for the provision by the Lenders of the Consideration to the Company; and

WHEREAS, the parties intend for the Company to issue in return for the Consideration one or more Notes and Warrants to purchase shares of the Company’s Equity Securities.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1.Definitions.

(a)“Consideration” shall mean the amount of money paid by each Lender pursuant to this Agreement as shown on the Schedule of Lenders.

(b)“Conversion Shares” shall, for purposes of determining the type of Equity Securities issuable upon exercise of the Warrants, mean shares of Common Stock.

(c)“Corporate Transaction” shall mean (A) the closing of the sale, transfer or other disposition of all or substantially all of this Company’s assets, (B) the consummation of the merger or consolidation of this Company with or into another entity (except a merger or consolidation in which the holders of capital stock of this Company immediately prior to such merger or consolidation continue to hold at least 50% of the voting power of the capital stock of this Company or the surviving or acquiring entity), (C) the closing of the transfer (whether by merger, consolidation or otherwise), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than an underwriter of this Company’s securities), of this Company’s securities if, after such closing, such person or group of affiliated persons would hold 50% or more of the outstanding voting stock of this Company (or the surviving or acquiring entity) or (D) a liquidation, dissolution or winding up of this Company; provided, however, that a transaction shall not constitute a Liquidation Event if its sole purpose is to change the state of this Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held this Company’s securities immediately prior to such transaction; provided, however a Corporate Transaction shall not include the issuance of Equity Securities in the Next Equity Financing.

(d)“Equity Purchase Price” shall mean the price paid per share for Equity Securities by the investors in the Next Equity Financing.

(e)“Equity Securities” shall mean the Company’s Common Stock or Preferred Stock or any securities conferring the right to purchase the Company’s Common Stock or Preferred Stock or securities convertible into, or exchangeable for (with or without additional consideration), the Company’s Common Stock or Preferred Stock, except any security granted, issued and/or sold by the Company to any director, officer, employee or consultant of the Company in such capacity for the primary purpose of soliciting or retaining their services.

(f)“Majority Note Holders” shall mean the holders of a majority in interest of the aggregate principal amount of Notes.

(g)“Maturity Date” shall mean December 31, 2008.

(h)“Next Equity Financing” shall mean the next sale (or series of related sales) by the Company of its Equity Securities following the date of this Agreement from which the Company receives gross proceeds of not less than US$3,000,000 and further to which the Company completes a Reverse Merger;

(i)“Notes” shall mean the one or more promissory notes issued to each Lender pursuant to Section 2.1 below, the form of which is attached hereto as Exhibit A.

(j)“Period” shall mean 30 consecutive days, without regard to actual calendar months.

(k)“Purchase Price of the Warrants”shall mean the price paid by the Lenders to receive each Warrant, which amount shall be .01%percent of the principal amount of each Note.

(l)“Reverse Merger” shall mean either a (i) merger of the Company into a Shell, (ii) merger of the Company with a subsidiary of a Shell whereby the Company is the surviving entity and the shell Exchanges newly issued shares for the outstanding shares of the Company or (iii) share exchange where shareholders of the Company exchange their shares for shares of the Shell.

(m)“Reverse Merger Withdrawal” shall mean notice by the Company to the Lender or the Lender having a reasonable basis to believe that the Company does not intend to effect the Reverse Merger which shall include, but not be limited to, the Company entering into or agreeing to enter into an alternative financing transaction or Corporate Transaction other than the Reverse Merger.

(n)“Shell” shall mean a company reporting under Section 13 or 15 of the Securities Exchange Act of 1934, as amended, or that has a class of securities registered under Section 12 of the Securities Act of 1933, as amended, and that has no or nominal operations or has identified itself as a shell in its periodic reports as filed with the Securities and Exchange Commission.

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(o)“Warrants” shall mean one or more warrants issued pursuant to Section 3 below.

(p)“Warrant Coverage Amount” shall mean, with respect to any particular Warrant issued to a Lender, fifty percent (50%) of the principal amount of the Note issued to such Lender in conjunction with such Warrant.

2.Terms of the Secured Notes.

2.1Issuance of Secured Notes. In return for the Consideration paid by each Lender, the Company shall sell and issue to such Lender one or more secured Notes. Each Note shall have a principal balance equal to that portion of the Consideration, less the Purchase Price of the Warrant, paid by such Lender for the Note, as set forth in the Schedule of Lenders. Each Note shall be secured by the assets of the Company as described in such Notes and any related security agreement.

Corporate Transaction or Reverse Merger Withdrawal. In the event of a Corporate Transaction or Reverse Merger withdrawal prior to full payment of a Note or all outstanding principal and unpaid accrued interest due on such Note shall be due and payable in full prior to the closing of the Corporate Transaction or Reverse Merger Withdrawal.

3.Warrants. Upon the Closing (as defined in Section 4.1 below), and in return for the Company’s receipt of the Purchase Price of Warrant and the principal of the Notes, each Lender shall receive a warrant to purchase Conversion Shares in the form attached hereto as Exhibit B (the “Warrant”). Each Warrant shall be exercisable for that number of Conversion Sharesdetermined by dividing the Warrant Coverage Amount by the Conversion Price. The exercise price for the Conversion Shares purchasable upon exercise of the Warrants shall be the Conversion Price applicable to such shares.

4.Closing Mechanics.

The closing (the “Closing”) of the purchase of the Notes and issuance of the Warrants in return for the Consideration paid by each Lender shall take place at the offices of the Kirkpatrick & Lockhart Preston Gates Ellis LLP, at 10100 Santa Monica Blvd., Seventh Floor, Los Angeles, CA 90037 p.m., on May 30, 2008, or at such other time and place as the Company and Lenders purchasing a majority in interest of the aggregate principal amount of the Notes to be sold at the Closing agree upon orally or in writing. At the Closing, each Lender shall deliver the Consideration to the Company and the Company shall deliver to each Lender one or more executed Notes and Warrants in return for the respective Consideration provided to the Company.

5.Representations and Warranties of the Company. In connection with the transactions provided for herein, the Company hereby represents and warrants to the Lenders that:

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5.1Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the British Virgin Islands and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

5.2Authorization. Except for the authorization and issuance of the shares issuable in connection with the Next Equity Financing, all corporate action has been taken on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement, the Notes and the Warrants. Except as may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement of creditors’ rights, the Company has taken all corporate action required to make all of the obligations of the Company reflected in the provisions of this Agreement, the Notes and the Warrants, the valid and enforceable obligations they purport to be. The issuance of the Notes, will not be subject to the preemptive rights of any stockholder of the Company.The Company has authorized sufficient shares of its capital stockto allow for exercise of the Warrant as described herein.

5.3Compliance with Other Instruments. Neither the authorization, execution and delivery of this Agreement, nor the issuance and delivery of the Notes and the Warrants, will constitute or result in a material default or violation of any law or regulation applicable to the Company or any material term or provision of the Company’s current Certificate of Incorporation or bylaws or any material agreement or instrument by which it is bound or to which its properties or assets are subject.

5.4Valid Issuance of Stock. The Conversion Shares to be issued, sold and delivered in accordance with the terms of the Warrants will be duly authorized and validly issued, fully paid and nonassessable and, based in part upon the representations and warranties of the Lenders in this Agreement, will be issued in compliance with all applicable federal and state securities laws.

6.Representations and Warranties of the Lenders. In connection with the transactions provided for herein, each Lender hereby represents and warrants to the Company that:

6.1Authorization. This Agreement constitutes such Lender’s valid and legally binding obligation, enforceable in accordance with its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement of creditors’ rights and (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies. Each Lender represents that it has full power and authority to enter into this Agreement.

6.2Purchase Entirely for Own Account. Each Lender acknowledges that this Agreement is made with Lender in reliance upon such Lender’s representation to the Company that the Notes, the Warrants, the Conversion Shares, and any Common Stock issuable upon conversion of the Conversion Shares (collectively, the “Securities”) will be acquired for investment for Lender’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Lender has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, each Lender further represents that such Lender does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Securities.

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6.3Disclosure of Information. Each Lender acknowledges that it has received all the information it considers necessary or appropriate for deciding whether to acquire the Notes and the Warrants. Each Lender further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Notes and the Warrants.

6.4Investment Experience. Each Lender is an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of its investment and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Securities. If other than an individual, each Lender also represents it has not been organized solely for the purpose of acquiring the Securities.

6.5Accredited Investor. Each Lender is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities and Exchange Commission (the “SEC”), as presently in effect.

6.6Restricted Securities. Each Lender understands that the Notes and the Warrants are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. Each Lender represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

6.7Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, each Lender further agrees not to make any disposition of all or any portion of the Notes and Warrants unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 6 and:

(a)There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or

(b)(i) Lender has notified the Company of the proposed disposition and has furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition and (ii)if reasonably requested by the Company, Lender shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary circumstances.

6.8Legends. It is understood that the Securities may bear the following legend:

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“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.”

7.State Commissioners of Corporations. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION FOR SUCH SECURITIES PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

8.Defaults and Remedies.

8.1Events of Default. The following events shall be considered Events of Default with respect to each Note:

(a)The Company shall default in the payment of any part of the principal or unpaid accrued interest on the Note on the Maturity Date or at a date fixed by acceleration or otherwise;

(b)The Company shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts as they become due, or shall file a voluntary petition for bankruptcy, or shall file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, dissolution or similar relief under any present or future statute, law or regulation, or shall file any answer admitting the material allegations of a petition filed against the Company in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of the Company, or of all or any substantial part of the properties of the Company, or the Company or its respective directors or majority stockholders shall take any action looking to the dissolution or liquidation of the Company;

(c)Within thirty (30) days after the commencement of any proceeding against the Company seeking any bankruptcy reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed, or within thirty (30) days after the appointment without the consent or acquiescence of the Company of any trustee, receiver or liquidator of the Company or of all or any substantial part of the properties of the Company, such appointment shall not have been vacated;

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(d)Within thirty (30) days after the Company becomes involved in litigation that threatens to materially and adversely affect the Company’s business, operations, assets, results of operations or prospects if the Company’s involvement has not terminated by such date in a manner that does not and could not reasonably be expected to materially and adversely affect the Company’s business, operations, assets, results of operations or prospects;

(e)Any default or defined event of default that has not otherwise been cured or forgiven shall occur under any agreement to which the Company or any of its subsidiaries is a party that evidences Indebtedness of $25,000 or more;

(f)Reverse Merger Withdrawal or Corporate Transaction; or

(g)The Company shall fail to observe or perform any other obligation to be observed or performed by it under this Agreement, the Notes, the Warrants or the Security Agreement within 30 days after written notice from the Majority Noteholders to perform or observe the obligation.

8.2Remedies. Upon the occurrence of an Event of Default under Section 8.1 hereof, at the option and upon the declaration of the holder of a Note, the entire unpaid principal and accrued and unpaid interest on such Note shall, without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived, be forthwith due and payable, and such holder may, immediately and without expiration of any period of grace, enforce payment of all amounts due and owing under such Note and exercise any and all other remedies granted to it at law, in equity or otherwise.

9.Miscellaneous.

9.1Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties, provided, however, that the Company may not assign its obligations under this Agreement without the written consent of the Majority Note Holders. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

9.2Governing Law. This Agreement, the Notesand the Warrants shall be governed by and construed under the laws of the State of California as applied to agreements among California residents, made and to be performed entirely within the State of California.

9.3Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

9.4Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

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9.5Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, if not so confirmed, then on the next business day, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective parties at the following addresses (or at such other addresses as shall be specified by notice given in accordance with this Section 9.5):

If to the Company:

Podium Technology Limited

OMC Chambers

P.O. Box 3152

Road Town Tortola, British Virgin Islands

Attention: Chief Executive Officer

If to Lenders:

At the respective addresses shown on the signature pages hereto.

9.6Finder’s Fee. Each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction. Lender agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s fee (and the costs and expenses of defending against such liability or asserted liability) for which Lender or any of its officers, partners, employees or representatives is responsible. The Company agrees to indemnify and hold harmless Lender from any liability for any commission or compensation in the nature of a finder’s fee (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.

9.7Expenses. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled. The Company shall pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of this Agreement. At the Closing, the Company shall reimburse the reasonable fees and expenses of special counsel for the Lenders, not to exceed $5,000.

9.8Entire Agreement; Amendments and Waivers. This Agreement, the Notes and the Warrants and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. The Company’s agreements with each of the Lenders are separate agreements, and the sales of the Notes and Warrants to each of the Lenders are separate sales. Nonetheless, any term of this Agreement, the Notes or the Warrants may be amended and the observance of any term of this Agreement, the Notes or the Warrants may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and the Majority Note Holders. Any waiver or amendment effected in accordance with this Section shall be binding upon each party to this Agreement and any holder of any Note or Warrant purchased under this Agreement at the time outstanding and each future holder of all such Notes or Warrants.

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9.9Effect of Amendment or Waiver. Each Lender acknowledges that by the operation of Section 9.8 hereof, the Majority Note Holders will have the right and power to diminish or eliminate all rights of such Lender under this Agreement and each Note and Warrant issued to such Lender.

9.10Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

9.11Stock Purchase Agreement. Each Lender understands and agrees that the exercise of the Warrants for Conversion Shares may require such Lender’s execution of certain agreements in the form agreed to by investors in the Next Equity Financing (in form reasonably agreeable to the Lender) relating to the purchase and sale of such securities as well as registration, co-sale, rights of first refusal, rights of first offer and voting rights, if any, relating to such securities.

9.12Exculpation Among Lenders. Each Lender acknowledges that it is not relying upon any person, firm, corporation or stockholder, other than the Company and its officers and directors in their capacities as such, in making its investment or decision to invest in the Company. Each Lender agrees that no other Lender nor the respective controlling persons, officers, directors, partners, agents, stockholders or employees of any other Lender shall be liable for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase and sale of the Securities.

9.13Acknowledgement. In order to avoid doubt, it is acknowledged that each Lender shall be entitled to the benefit of all adjustments in the number of shares of Common Stock of the Company issuable upon conversion of the Preferred Stock of the Company or as a result of any splits, recapitalizations, combinations or other similar transaction affecting the Common Stock or Preferred Stock underlying the Conversion Shares that occur prior to the conversion of the Notes or exercise of the Warrants.

9.14Indemnity; Costs, Expenses and Attorneys’ Fees. The Company shall indemnify and hold each Lender harmless from any loss, cost, liability and legal or other expense, including attorneys’ fees of such Lender’s counsel, which a Lender may directly or indirectly suffer or incur by reason of the failure of the Company to perform any of its obligations under this Agreement, any Note, any Warrant, any agreement executed in connection herewith or therewith, any grant of or exercise of remedies with respect to any collateral at any time securing any obligations evidenced by this Agreement or the Notes, or any Lender’s execution or performance of this Agreement or any agreement executed in connection herewith, or acceptance or exercise of any Warrant.

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9.15Further Assurance. From time to time, the Company shall execute and deliver to the Lenders such additional documents and shall provide such additional information to the Lenders as any Lender may reasonably require to carry out the terms of this Agreement and the Notes and any agreements executed in connection herewith or therewith, or to be informed of the financial and business conditions and prospects of the Company.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

Podium Technology Limited
By:	/s/ Wong Kwok Fu
Name:	Wong Kwok Fu
Title:	Chief Executive Officer

SIGNATURE PAGE TO

NOTE AND WARRANT PURCHASE AGREEMENT

LENDERS:
Trillion Growth China LP
By:	/s/ Corey Mitchell
Name:	Corey Mitchell
Title:	President
10th Floor, Bankers Hall West Tower
888-3rd Street S.W., Calgary, AB
T2P 5C5 Canada
By:
Name:
Title:

SIGNATURE PAGE TO

NOTE AND WARRANT PURCHASE AGREEMENT

LENDERS:
MidSouth Investor Fund LP
By:	/s/ Lyman O. Heidtke
Name:	Lyman O. Heidtke
Title:	General Partner
By:
Name:
Title:

SIGNATURE PAGE TO

NOTE AND WARRANT PURCHASE AGREEMENT

SCHEDULE OF LENDERS

Lender	Total Consideration		Principal Balance of Promissory Note		Purchase Price of Warrant
Trillion Growth China LP	$	300,000.00	$	300,000.00	$	300,000.00
Midsouth Investor Fund LP	$	300,000.00	$	300,000.00	$	300,000.00
TOTAL	$		$		$

EX-10.2

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

SECURED PROMISSORY NOTE

No. N-__	Date of Issuance
US $300,000.00	May 30, 2008

FOR VALUE RECEIVED, Podium Technology Limited, a British Virgin Islands corporation (the “Company”), hereby promises to pay _____________________ (the “Lender”), the principal sum of Three Hundred Thousand United States Dollars (US$300,000), together with interest thereon from the date of this Secured Promissory Note (this “Note”). Interest shall accrue at a rate of twelve percent (12%) per annum, compounded annually. This Note is issued further to that certain Note and Warrant Purchase Agreement dated May 30, 2008 by and among the Company, Lender and certain other investors (the “Purchase Agreement”). The principal and accrued interest shall be due and payable by the Company on or before December 31, 2008 (the “Maturity Date”) or earlier upon an Event of Default as that term is define din Section 8.1 of the Purchased Agreement. Capitalized terms used but not defined herein shall have the meanings given to them in the Purchase Agreement.

In the event of a Reverse Merger Withdrawal or if the Reverse Merger does not close on or before the Maturity date, the Company shall also pay to Lender a penalty payment in an amount equal to twenty percent (20%) of the principal amount of this Note. Upon the occurrence of an Event of Default, interest shall accrue on the remaining balance of unpaid principal and interest at the rate set forth herein plus five percent (5%).

This Note is one of a series of Notes issued pursuant to the Purchase Agreement, and capitalized terms not defined herein shall have the meaning set forth in the Purchase Agreement.

1.Payment. All payments shall be made in lawful money of the United States of America at the principal office of the Company, or at such other place as the holder hereof may from time to time designate in writing to the Company. Payment shall be credited first to Costs (as defined below), if any, then to accrued interest due and payable and any remainder applied to principal. Prepayment of principal, together with accrued interest, may not be made without the Lender’s consent. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.

2.Security.This Note is secured under that certain Security Agreement (the “Security Agreement”) between the Company and the Lender of even date herewith, attached hereto as Exhibit A. Reference is hereby made to the Security Agreement for a description of the nature and extent of the security for this Note and the rights with respect to such security of the holder of this Note.

3.Usury. It is the intention of the parties hereto to strictly comply with all applicable usury laws. Accordingly, notwithstanding any provisions to the contrary in this Note, or in any of the documents securing payment hereof or otherwise relating hereto, in no event shall this Note or such documents be construed to contract for, charge, or permit a receipt of interest in excess of the maximum amount permitted by applicable law. If any such excess interest is contracted for, charged, or received under this Note or under the terms of any of the documents securing payment hereof or otherwise relating hereto, or in the event the maturity of the indebtedness evidenced by this Note is accelerated in whole or in part, or in the event that all or part of the principal or interest of this Note shall be prepaid, so that under any of such circumstances the amount of interest contracted for, charged, or received under this Note or under any of the instruments securing payment hereof shall exceed the maximum rate of interest permitted by law, then, in such event (i) neither the Company nor its successors or assigns, or any other party liable for the payment hereof shall be obligated to pay the amount of such interest to the extent that it is in the excess of the maximum permitted by law; and (ii) any such excess shall be deemed a mistake and canceled automatically, and, if theretofore paid, shall, at the option of the holder of this Note, be refunded to the Company or applied as a credit against the then unpaid principal amount hereof, and (iii) the effective rate of interest shall be automatically reduced to the maximum contract rate allowed under such laws as now or hereafter construed by the court of appropriate jurisdiction, and, to the extent permitted by law, determination of the rate of interest shall be made by amortizing, prorating, allocating, and spreading in equal parts during the period of the fully stated term of the loan evidenced hereby all interest at any time contracted for, charged, or received from the Company in connection with the loan evidenced by this Note.

4.Amendments and Waivers; Resolutions of Dispute; Notice. The amendment or waiver of any term of this Note, the resolution of any controversy or claim arising out of or relating to this Note and the provision of notice shall be conducted pursuant to the terms of the Purchase Agreement.

5.Successors and Assigns. This Note applies to, inures to the benefit of, and binds the successors and assigns of the parties hereto; provided, however, that the Company may not assign its obligations under this Note without the written consent of the Majority Note Holders. Any transfer of this Note may be effected only pursuant to the Purchase Agreement and by surrender of this Note to the Company and reissuance of a new note to the transferee. The Lender and any subsequent holder of this Note receives this Note subject to the foregoing terms and conditions, and agrees to comply with the foregoing terms and conditions for the benefit of the Company and any other Lenders.

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6.Officers and Directors Not Liable. In no event shall any officer or director of the Company be liable for any amounts due and payable pursuant to this Note.

7.Expenses. The Company hereby agrees, subject only to any limitation imposed by applicable law, to pay all expenses, including reasonable attorneys’ fees and legal expenses, incurred by the holder of this Note (“Costs”) in endeavoring to collect any amounts payable hereunder which are not paid when due, whether by declaration or otherwise. The Company agrees that any delay on the part of the holder in exercising any rights hereunder will not operate as a waiver of such rights. The holder of this Note shall not by any act, delay, omission or otherwise be deemed to have waived any of its rights or remedies, and no waiver of any kind shall be valid unless in writing and signed by the party or parties waiving such rights or remedies.

8.Governing Law. This Note shall be governed by and construed under the laws of the State of California as applied to other instruments made by California residents to be performed entirely within the State of California. Notwithstanding any provision of this Note to the contrary, this Note shall be (to the extent necessary to satisfy the requirements of Section 22062(b)(3)(D) of the California Financial Code) subject to the implied covenant of good faith and fair dealing arising under Section 1655 of the California Civil Code.

9.Approval. The Company hereby represents that its board of directors, in the exercise of its fiduciary duty, has approved the Company’s execution of this Note based upon a reasonable belief that the principal provided hereunder is appropriate for the Company after reasonable inquiry concerning the Company’s financing objectives and financial situation. In addition, the Company hereby represents that it intends to use the principal of this Note primarily for the operations of its business, and not for any personal, family or household purpose.

10.Waiver. THE COMPANY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT IT MAY HAVE TO A TRIAL BY JURY OF, UNDER OR IN CONNECTION WITH THIS NOTE, OR THE SECURITY AGREEMENT OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY RELATING HERETO OR THERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER ACCEPTING THIS NOTE.

Podium Technology Limited
By:
Name:
Title:	Chief Executive Officer

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EX-10.3

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

Date of Issuance	Void after
May 30, 2008	May 30, 2013

WARRANT TO PURCHASE SHARES OF COMMON STOCK

This Warrant is issued to ____________________ or its assigns (the “Holder”) by Podium Technology Limited, a British Virgin Islands corporation (the “Company”) pursuant to that certain Note and Warrant Purchase Agreement dated May 30, 2008 among the Company, Lender and certain other investors (the “Purchase Agreement”). Terms not defined herein shall have the same meaning set forth in the Purchase Agreement.

1.Purchase of Shares.

(a)Number of Conversion Shares. Subject to the terms and conditions set forth herein and set forth in the Purchase Agreement, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the Holder in writing), to purchase from the Company fully paid and nonassessable shares of the Company’s Common Stock equal to fifty percent (50%) of the principal amount of the Note issued to such Holder in conjunction with such Warrant (the “Conversion Shares”) (as adjusted pursuant to Section 6 hereof).

(b)Exercise Price. The purchase price for the Conversion Shares issuable pursuant to this Section 1 shall be the Equity Purchase Price as that term is defined in the Purchase Agreement. The Conversion Shares and the purchase price of such Conversion Shares shall be subject to adjustment pursuant to Section 6 hereof. Such purchase price, as adjusted from time to time, is herein referred to as the “Exercise Price.”

2.Exercise Period. This Warrant shall be exercisable in accordance with the terms contained herein, in whole or in part, at any time prior to 5:00 P.M. Pacific Standard Time on May 30, 2013 (the “Exercise Period”).

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3.Method of Exercise.

(a)While this Warrant remains outstanding and exercisable in accordance with Section 2 above, the Holder may exercise, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by:

(i)the surrender of the Warrant, together with a duly executed copy of the Notice of Exercise attached hereto (or a reasonably acceptable affidavit and indemnity undertaking in the case of a lost, stolen or destroyed warrant) to the Secretary of the Company at its principal office (or at such other place as the Company shall notify the Holder in writing); and

(ii)the payment to the Company of an amount equal to the aggregate Exercise Price for the number of Conversion Shares being purchased by cash, check, wire transfer or by surrender of instruments representing indebtedness of the Company to the Holder.

(b)Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant is surrendered to the Company as provided in Section 3(a) above. At such time, the person or persons in whose name or names any certificate for the Conversion Shares shall be issuable upon such exercise as provided in Section 3(c) below shall be deemed to have become the holder or holders of record of the Conversion Shares represented by such certificate.

(c)As soon as practicable after the exercise of this Warrant in whole or in part the Company at its expense will cause to be issued in the name of, and delivered to, the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:

(i)a certificate or certificates for the number of Conversion Shares to which such Holder shall be entitled, and

(ii)in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Conversion Shares equal to the number of such Conversion Shares called for on the face of this Warrant minus the number of Conversion Shares purchased by the Holder upon all exercises made in accordance with Section 3(a) above or Section 4 below at the time of surrender.

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4.Net Exercise. In lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value of this Warrant (or the portion thereof being exercised) by surrender of this Warrant (or a reasonably acceptable affidavit and indemnity undertaking in the case of a lost, stolen or destroyed warrant) at the principal office of the Company together with notice of such election (a “Net Exercise”). A Holder who Net Exercises shall have the rights described in Sections 3(b) and 3(c) hereof, and the Company shall issue to such Holder a number of Conversion Shares computed using the following formula:

Y (A - B)

X =               A

Where

X =	The number of Conversion Shares to be issued to the Holder.
Y =	The number of Conversion Shares purchasable under this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being cancelled (at the date of such calculation).
A =	The fair market value of one (1) Conversion Share (at the date of such calculation).
B =	The Exercise Price (as adjusted to the date of such calculations).

For purposes of this Section 4 and Section 7 below, the fair market value of a Conversion Share shall mean the average of the closing price of the Conversion Shares (or equivalent shares of Common Stock underlying the Conversion Shares) quoted in the over-the-counter market in which the Conversion Shares (or equivalent shares of Common Stock underlying the Conversion Shares) are traded or the closing price quoted on any exchange or electronic securities market on which the Conversion Shares (or equivalent shares of Common Stock underlying the Warrants) are listed, whichever is applicable, as published in The Wall Street Journal for the thirty (30) trading days prior to the date of determination of fair market value (or such shorter period of time during which such Conversion Shares were traded over-the-counter or on such exchange). If the Conversion Shares are not traded on the over-the-counter market, an exchange or an electronic securities market, the fair market value shall be the price per Conversion Share that the Company could obtain from a willing buyer for Conversion Shares sold by the Company from authorized but unissued Conversion Shares, as such prices shall be determined in good faith by the Company’s Board of Directors, unless the Company is subject to a Corporate Transaction at such time, in which case the fair market value shall be deemed to be the value to be received by the holders of Conversion Shares pursuant to such Corporate Transaction.

5.Covenants of the Company.

(a)Notices of Record Date. In the event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend which is the same as cash dividends paid in previous quarters or a stock dividend) or other distribution or any other similar right, the Company shall mail to the Holder, at least ten (10) days prior to such record date, a notice specifying the date on which any such record is to be taken for the purpose of such dividend or distribution or other similar right.

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(b)Covenants as to Exercise Shares. The Company covenants and agrees that all Conversion Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance in accordance with the terms hereof, be validly issued and outstanding, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issuance thereof. The Company further covenants and agrees that the Company will at all times during the Exercise Period have authorized and reserved, free from preemptive rights, a sufficient number of shares of its Common Stock to provide for the exercise of the rights represented by this Warrant. If at any time during the Exercise Period the number of authorized but unissued shares of Common Stock shall not be sufficient to permit exercise of this Warrant, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.

6.Adjustment of Exercise Price and Number of Conversion Shares. The number and kind of Conversion Shares purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:

(a)Subdivisions, Combinations and Other Issuances. If the Company shall at any time prior to the expiration of this Warrant subdivide its Preferred Stock, by split-up or otherwise, or combine its Common Stock, or issue additional shares of its Common Stock as a dividend with respect to any shares of its Common Stock, the number of Conversion Shares issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the Exercise Price payable per share, but the aggregate Exercise Price payable for the total number of Conversion Shares purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment under this Section 6(a) shall become effective at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend.

(b)Reclassification, Reorganization and Consolidation. In case of any reclassification, capital reorganization or change in the capital stock of the Company (other than as a result of a subdivision, combination or stock dividend provided for in Section 6(a) above, then, as a condition of such reclassification, reorganization or change, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall have the right at any time prior to the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of stock and other securities or property receivable in connection with such reclassification, reorganization or change by a holder of the same number and type of securities as were purchasable as Conversion Shares by the Holder immediately prior to such reclassification, reorganization or change. In any such case appropriate provisions shall be made with respect to the rights and interest of the Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities or property deliverable upon exercise hereof, and appropriate adjustments shall be made to the Exercise Price per Conversion Share payable hereunder, provided the aggregate Exercise Price shall remain the same.

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(c)Notice of Adjustment. When any adjustment is required to be made in the number or kind of shares purchasable upon exercise of the Warrant, or in the Exercise Price, the Company shall promptly notify the Holder of such event and of the number of Conversion Shares or other securities or property thereafter purchasable upon exercise of this Warrant.

7.No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant, but in lieu of such fractional shares the Company shall make a cash payment therefor on the basis of the fair market value of any fractional shares as of the time when entitlement to receive such fractions is determined as determined in accordance with Section 4 above.

8.No Stockholder Rights. Prior to exercise of this Warrant, the Holder shall not be entitled to any rights of a stockholder with respect to the Conversion Shares, including (without limitation) the right to vote such Conversion Shares, receive dividends or other distributions thereon, exercise preemptive rights or be notified of stockholder meetings, and except as otherwise provided in this Warrant or the Purchase Agreement, such Holder shall not be entitled to any stockholder notice or other communication concerning the business or affairs of the Company.

9.Transfer of Warrant. Subject to compliance with applicable federal and state securities laws and any other contractual restrictions between the Company and the Holder contained in the Purchase Agreement, this Warrant and all rights hereunder are transferable in whole or in part by the Holder to any person or entity upon written notice to the Company. Within a reasonable time after the Company's receipt of an executed Assignment Form in the form attached hereto (or a reasonably acceptable affidavit and indemnity undertaking in the case of a lost, stolen or destroyed warrant), the transfer shall be recorded on the books of the Company upon the surrender of this Warrant, properly endorsed, to the Company at its principal offices, and the payment to the Company of all transfer taxes and other governmental charges imposed on such transfer. In the event of a partial transfer, the Company shall issue to the new holders one or more appropriate new warrants.

10.Governing Law. This Warrantshall be governed by and construed under the laws of the State of California as applied to agreements among California residents, made and to be performed entirely within the State of California.

11.Successors and Assigns. The terms and provisions of this Warrant and the Purchase Agreement shall inure to the benefit of, and be binding upon, the Company and the holders hereof and their respective successors and assigns.

12.Titles and Subtitles. The titles and subtitles used in this Warrant are used for convenience only and are not to be considered in construing or interpreting this Warrant.

13.Value. The Company and the Holder agree that the fair market value of this Warrant shall equal to 0.01% of the principal amount of the Note to which it relates. The parties further agree that there shall be no actual interest associated with the Note as a result of any change in the Warrant Coverage Amount evidenced by this Warrant. The parties agree that all returns and reports and all financial statements shall be prepared in a manner consistent with (and the parties shall not otherwise take a tax position inconsistent with) the foregoing unless required by the Internal Revenue Service or any other applicable taxing authority.

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14.Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective parties at the following addresses (or at such other addresses as shall be specified by notice given in accordance with this Section 14):

If to the Company:

Podium Technology Limited

OMC Chambers

P.O. Box 3152

Road Town Tortola, British Virgin Islands

Attention: Chief Executive Officer

If to Holders:

As shown in the books and records of the Company.

15.Amendments and Waivers; Resolutions of Dispute; Notice. The amendment or waiver of any term of this Warrant, the resolution of any controversy or claim arising out of or relating to this Warrant and the provision of notice shall be conducted pursuant to the terms of the Purchase Agreement.

16.Severability. If any provision of this Warrant is held to be unenforceable under applicable law, such provision shall be excluded from this Warrant and the balance of the Warrant shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

17.Entire Agreement. This Warrant comprises the entire understanding of the Parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings of the parties.

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IN WITNESS WHEREOF, the parties have executed this Warrant as of the date above written,

Podium Technology Limited
By:
Name:
Title:	Chief Executive Officer

ACKNOWLEDGED AND AGREED:

HOLDER

By:

Name:

Title:

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NOTICE OF EXERCISE

Podium Technology Limited

OMC Chambers

P.O. Box 3152

Road Town Tortola, British Virgin Islands

Attention: Corporate Secretary

The undersigned hereby elects to purchase, pursuant to the provisions of the Warrant, as follows:

____	_____________ shares of Common Stock pursuant to the terms of the attached Warrant, and tenders herewith payment in cash of the Exercise Price of such Conversion Shares in full, together with all applicable transfer taxes, if any.
____	Net Exercise the attached Warrant with respect to __________ Conversion Shares.

The undersigned hereby represents and warrants that Representations and Warranties in Section 6 of the Purchase Agreement are true and correct as of the date hereof.

	HOLDER:
Date:	By:

Address:

Name in which shares should be registered:

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute

this form and supply required information.

Do not use this form to purchase shares.)

For Value Received, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name: ____________________________________________________________________________________________

(Please Print)

Address: __________________________________________________________________________________________

(Please Print)

Dated: _________________

Holder’s

Signature: __________________________________________

Holder’s

Address: ___________________________________________

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant. Officers of corporations and those acting in a fiduciary or other representative capacity should provide proper evidence of authority to assign the foregoing Warrant.

EX-10.4

SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT (“Subscription Agreement”) made as of this 17^th day of October, 2008, by and among SRKP 17, Inc., a Delaware corporation (the “Company”); Podium Technology Limited, a company incorporated under the laws of the British Virgin Islands and upon the Closing Date (as defined below), a wholly-owned subsidiary of the Company (“Podium”), Yinlips Digital Technology (Shenzhen) Co., Ltd., a company incorporated under the laws of the People’s Republic of China and a wholly-owned subsidiary of Podium (“Yinlips”); and the undersigned (the “Subscriber”).

WHEREAS, the Company, Podium, Yinlips, and the sole shareholder and the warrantholders of Podium are parties to that certain Share and Warrant Exchange Agreement dated as of September 22, 2008 (the “Exchange Agreement”), pursuant to which Podium will become a wholly-owned subsidiary of the Company and 100% of the outstanding securities of Podium will be exchanged for securities in the Company (the “Exchange”). Immediately after the effective time of the Exchange (the “Closing Date”), the Company will assume the business and operations of Podium and its wholly-owned subsidiary, Yinlips.

WHEREAS, as a condition to the closing of the Exchange, the Company intends to obtain subscriptions for the purchase and sale, in a private placement transaction (the “Offering”) pursuant to Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”), of shares of Series A Convertible Preferred Stock (the “Shares”) of the Company, par value $0.0001 per share, convertible into shares of common stock of the Company, par value $0.0001 per share (“Common Stock”) on the terms and conditions hereinafter set forth, and the Subscriber desires to acquire that number of Shares set forth on the signature page hereof. The Shares and the Common Stock underlying the Shares are together the “Securities.”

NOW, THEREFORE, for and in consideration of the promises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:

1.Subscription Procedure

1.1Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Shares as is set forth upon the signature page hereof at a price of $1.10 per Share (the “Purchase Price”). The Company agrees to sell such Shares to the Subscriber for the Purchase Price.

1.2The subscription period will begin as of August 21, 2008 and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Eastern Standard Time on October 31, 2008, unless extended by the Company, Podium and the Placement Agent (as defined below) for up to an additional 90 days (the “Termination Date”). The Shares will be offered on a “best efforts” basis as more particularly set forth in a Confidential Private Placement Memorandum and any supplements thereto (the “Offering Memorandum”) which shall supersede in its entirety that Executive Summary dated August 19, 2008. The final Offering Memorandum will be provided to Subscribers in the Offering no later than one (1) day prior to the Termination Date. The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Offering Memorandum, one or more of which conditions may not occur.

1.3Placement of Shares will be made by WestPark Capital, Inc. (the “Placement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum.

1.4The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement Agent, the Company and David Kagel, Esq. as escrow agent, and shall be paid over to the Company at the closing of the purchase of the Shares in the Offering (the “Closing”) to occur on the Closing Date.

1.5The certificates for the Shares bearing the name of the Subscriber will be delivered by the Company no later than thirty (30) days following the Closing Date. The Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, as attached.

1.6The Purchase Price for the Shares purchased hereunder shall be paid by certified check, payable to Law Offices of David L. Kagel, a Professional Corporation, as escrow agent, or by wire transfer to Law Offices of David L. Kagel pursuant to the following instructions:

Law Offices of David L. Kagel, a Professional Corporation

Subscription Escrow Account #1

Wells Fargo Bank

1801 Avenue of the Stars

Los Angeles, CA 90067

Account # 9371477226

ABA # 121000248

1.7The Company and/or Podium may, in their sole discretion, reject any subscription, in whole or in part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in the event of an over-subscription.

2.Representations and Covenants of Subscriber

2.1The Subscriber recognizes that the purchase of Securities involves a high degree of risk in that (i) the Company will need additional capital to operate its business but has no assurance of additional necessary capital; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Securities; (iii) an investor may not be able to liquidate his or her investment; (iv) transferability of the securities comprising the Securities is extremely limited; (v) an investor could sustain the loss of his or her entire investment; and (vi) the Company is and will be subject to numerous other risks and uncertainties, including without limitation, significant and material risks relating to the Company’s business and the business and operations of Podium and Yinlips, and the industries, markets and geographic regions in which the Company will compete, as well as risks associated with the Offering, the Exchange and the other transactions contemplated herein, in the Offering Memorandum and in the Exchange Agreement, all as more fully set forth herein and in the Offering Memorandum. For the avoidance of doubt, all references to the Company in this Section 2.1 include the Company’s business and operations after it acquires the business and operations of Podium and Yinlips through the Exchange.

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2.2The Subscriber represents that he or she is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Act, as indicated by his or her responses to the Investor Questionnaire, the form of which is attached hereto as Exhibit A, and that he or she is able to bear the economic risk of an investment in the Securities. The Subscriber must complete the applicable Investor Questionnaire to enable the Company and Podium to assess the Subscriber’s eligibility for the Offering.

2.3The Subscriber acknowledges that he or she has prior investment experience, including without limitation, investment in non-listed and non-registered securities, or he or she has employed the services of an investment advisor, attorney or accountant to read all of the documents furnished or made available by the Company or Podium both to him and to all other prospective investors in the Securities and to evaluate the merits and risks of such an investment on his or her behalf, and that he or she recognizes the highly speculative nature of this investment.

2.4The Subscriber acknowledges receipt and careful review of the Offering Memorandum, this Subscription Agreement, and the attachments hereto and thereto (collectively, the “Offering Documents”) and hereby represents that he or she has been furnished or given access by the Company or Podium during the course of this Offering with or to all information regarding the Company and Podium and their respective financial conditions and results of operations which he or she had requested or desired to know; that all documents which could be reasonably provided have been made available for his or her inspection and review; that he or she has been afforded the opportunity to ask questions of and receive answers from duly authorized representatives of the Company and Podium concerning the terms and conditions of the Offering, and any additional information which he or she had requested. The Subscriber further represents and acknowledges that the Subscriber has not seen or received any advertisement or general solicitation with respect to the sale of any of the securities of the Company, including, without limitation, the Securities.

2.5The Subscriber acknowledges that this Offering of Shares may involve tax consequences, and that the contents of the Offering Documents do not contain tax advice or information. The Subscriber acknowledges that he or she must retain his or her own professional advisors to evaluate the tax and other consequences of an investment in the Securities.

2.6The Subscriber acknowledges that this Offering of Shares has not been reviewed or approved by the United States Securities and Exchange Commission (“SEC”) because the Offering is intended to be a nonpublic offering pursuant to Section 4(2) of the Act. The Subscriber represents that the Securities are being purchased for his or her own account, for investment and not for distribution or resale to others. The Subscriber agrees that he or she will not sell or otherwise transfer any of the securities comprising the Securities unless they are registered under the Act or unless an exemption from such registration is available and, upon the Company’s request, the Company receives an opinion of counsel reasonably satisfactory to the Company confirming that an exemption from such registration is available for such sale or transfer.

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2.7The Subscriber understands that the Securities have not been registered under the Act by reason of a claimed exemption under the provisions of the Act which depends, in part, upon his investment intention. The Subscriber realizes that, in the view of the SEC, a purchase now with the intention to distribute would represent a purchase with an intention inconsistent with his or her representation to the Company, and the SEC might regard such a distribution as a deferred sale to which such exemption is not available.

2.8The Subscriber understands that Rule 144 (the “Rule”) promulgated under the Act requires, among other conditions, a one year holding period beginning on the date the Company files current “Form 10 Information” (as such term is defined in Rule 144(i)(3)) with the SEC prior to the resale (in limited amounts) of securities acquired in a non-public offering, such as the Offering, without having to satisfy the registration requirements under the Act. Except as specifically set forth in Section 4.1, the Subscriber understands that the Company makes no representation or warranty regarding its fulfillment in the future of any reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or its dissemination to the public of any current financial or other information concerning the Company, as is required by Rule 144 as one of the conditions of its availability. The Subscriber consents that the Company may, if it desires, permit the transfer of the Securities out of his or her name only when his or her request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that neither the sale nor the proposed transfer results in a violation of the Act, any applicable state “blue sky” laws or any applicable securities laws of any other country, province or jurisdiction (collectively, “Securities Laws”). The Subscriber agrees to hold the Company, Podium and their respective directors, officers and controlling persons and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by them as a result of any misrepresentation made by him contained herein or in the Investor Questionnaire or any sale or distribution by the undersigned Subscriber in violation of any Securities Laws.

2.9The Subscriber consents to the placement of one or more legends on any certificate or other document evidencing his or her Shares and the Common Stock underlying the Shares stating that they have not been registered under the Act and are subject to the terms of this Subscription Agreement, and setting forth or referring to the restrictions on the transferability and sale thereof.

2.10The Subscriber understands that the Company and Podium will review this Subscription Agreement and the Investor Questionnaire and, if the Subscriber is a natural person, the Company and Podium are hereby given authority by the undersigned to call his or her bank or place of employment. The Subscriber further authorizes the Company and Podium to review the financial standing of the Subscriber; and the Subscriber agrees that the Company and Podium reserve the unrestricted right to reject or limit any subscription and to close the offer at any time.

2.11The Subscriber hereby represents that the address of Subscriber furnished by him at the end of this Subscription Agreement and in the Investor Questionnaire is the undersigned’s principal residence if he or she is an individual or its principal business address if it is a corporation or other entity.

2.12The Subscriber acknowledges that if the Subscriber is a Registered Representative of a Financial Industry Regulatory Authority (“FINRA”) member firm, he or she must give such firm the notice required by the FINRA Conduct Rules, or any applicable successor rules of the FINRA, receipt of which must be acknowledged by such firm on the signature page hereof. The Subscriber shall also notify the Company if the Subscriber or any affiliate of Subscriber is a registered broker-dealer with the SEC, in which case the Subscriber represents that the Subscriber is purchasing the Securities in the ordinary course of business and, at the time of purchase of the Securities, has no agreements or understandings, directly or indirectly, with any person to distribute the Securities or any portion thereof.

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2.13The Subscriber hereby represents that, except as set forth in the Offering Documents, no representations or warranties have been made to the Subscriber by either the Company or Podium or their agents, employees or affiliates and in entering into this transaction, the Subscriber is not relying on any information, other than that contained in the Offering Documents and the results of independent investigation by the Subscriber.

2.14The Subscriber agrees that he or she will purchase securities in the Offering only if his or her intent at such time is to make such purchase for investment purposes and not with a view toward resale.

2.15If the undersigned Subscriber is a partnership, corporation, trust or other entity, such partnership, corporation, trust or other entity further represents and warrants that: (i) it was not formed for the purpose of investing in the Company; (ii) it is authorized and otherwise duly qualified to purchase and hold the Securities; and (iii) that this Subscription Agreement has been duly and validly authorized, executed and delivered and constitutes the legal, binding and enforceable obligation of the undersigned.

2.16If the Subscriber is not a United States person, such Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Securities. Such Subscriber’s subscription and payment for, and his or her continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of the Subscriber’s jurisdiction.

2.17The undersigned hereby covenants and agrees that neither it nor any of its affiliates has or will have an open position (e.g., short sale) in the Common Stock prior to the Registration Statement (as defined below) being declared effective by the SEC with the intent of covering such open position with Common Stock being registered in the Registration Statement. The undersigned hereby acknowledges and understands that the SEC has taken the position that such an open position would constitute a violation of Section 5 of the Act.

2.18The Subscriber acknowledges that (i) the Offering Memorandum contains material, non-public information concerning the Company within the meaning of Regulation FD promulgated by the SEC, and (ii) the Subscriber is obtaining such material, non-public information solely for the purpose of considering whether to purchase the Shares pursuant to a private placement that is exempt from registration under the Act. In accordance with Regulation FD and other applicable provisions of the Securities Laws, the Subscriber agrees to keep such information confidential and not to disclose it to any other person or entity except the Subscriber’s legal counsel, other advisors and other representatives who have agreed (i) to keep such information confidential, (ii) to use such information only for the purpose set forth above, and (iii) to comply with applicable securities laws with respect to such information. In addition, the Subscriber further acknowledges that the Subscriber and such legal counsel, other advisors and other representatives are prohibited from trading in the Company’s securities while in possession of material, non-public information and agrees to refrain from purchasing or selling securities of the Company until such material, non-public information has been publicly disseminated by the Company. The Subscriber agrees to indemnify and hold harmless the Company, Podium and their respective officers, directors, employees and affiliates and each other person, if any, who controls any of the foregoing, against any loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever) arising out of or based upon any false representation or warranty by the Subscriber, or the Subscriber’s breach of, or failure to comply with, any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to the Company, Podium or their respective officers, directors, employees or affiliates or each other person, if any, who controls any of the foregoing in connection with this transaction.

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2.19The Subscriber understands and acknowledges that (i) the Securities are being offered and sold to Subscriber without registration under the Act in a private placement that is exempt from the registration provisions of the Act under Section 4(2) of the Act and (ii) the availability of such exemption depends in part on, and that the Company will rely upon the accuracy and truthfulness of, the foregoing representations, and such Subscriber hereby consents to such reliance.

3.Representations by the Company and Podium

Except as set forth in the reports filed by the Company pursuant to the Exchange Act (the “SEC Reports”), each of the Company and, as applicable, Podium severally represent and warrant to the Subscriber that:

3.1Organization and Authority. The Company and Podium, and each of their respective subsidiaries, (i) is a corporation and company, respectively, validly existing and in good standing under the laws of the jurisdiction of its incorporation and formation, respectively, (ii) has all requisite corporate power and company power, respectively, and authority to own, lease and operate its properties and to carry on its business as presently conducted, and (iii) has all requisite corporate power and company power, respectively, and authority to execute, deliver and perform their obligations under this Subscription Agreement and the Offering Documents being executed and delivered by it in connection herewith, and to consummate the transactions contemplated hereby and thereby.

3.2Qualifications. The Company and Podium, and each of their respective subsidiaries, is duly qualified to do business as a foreign corporation and foreign company, respectively, and is in good standing in all jurisdictions where such qualification is necessary and where failure so to qualify could have a material adverse effect on the business, properties, operations, condition (financial or other), results of operations or prospects of the Company and its subsidiaries (after the effective time of the Exchange), taken as a whole.

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3.3Capitalization of the Company. Immediately after the effective time of the Exchange (but before the closing of this Offering), the authorized capital stock the capitalization of the Company will consist of 100,000,000 shares of Common Stock, $0.0001 par value per share, 4,545,455 shares of Series A Convertible Preferred Stock, $0.0001 par value per share, and 5,454,545 shares of “blank check” Preferred Stock, par value $0.0001 per share. Of the authorized capital stock of the Company, immediately after the effective time of the Exchange (but before the closing of this Offering) there will be outstanding 7,162,185 shares of Common Stock and warrants to purchase 7,096,390 shares of Common Stock at an exercise price of $0.0001 and warrants to purchase 300,000 shares of Common Stock at an exercise price of $1.10, and no options to purchase shares of Common Stock. Except as disclosed in the SEC Reports or the Offering Documents, there are no additional outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire from the Company, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any subsidiary is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. Except as described in the Offering Documents, the issuance and sale of the Shares will not obligate the Company to issue shares of Common Stock or other securities to any person (other than the Subscribers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. The shares of the Company’s capital stock outstanding immediately after the effective time of the Exchange (but before the closing of the Offering) are or will be duly authorized and validly issued and are or will be fully paid and nonassessable. None of the outstanding shares of Common Stock or options, warrants, or rights or other securities entitling the holders to acquire Common Stock has been issued in violation of the preemptive rights of any security holder of the Company. No holder of any of the Company’s securities has any rights, “demand,” “piggy-back” or otherwise, to have such securities registered by reason of the intention to file, filing or effectiveness of the Registration Statement (as defined below), except as contemplated by the Exchange Agreement. The Shares to be issued to the Subscriber have been duly authorized, and when issued and paid for in accordance with this Subscription Agreement, the Common Stock will be duly and validly issued, fully paid and non-assessable will be duly and validly issued, fully paid and non-assessable.

3.4Authorization. The Offering Documents have been duly and validly authorized by the Company and Podium. This Subscription Agreement, assuming due execution and delivery by the Subscriber, when the Subscription Agreement is executed and delivered by the Company, will be, valid and binding obligations of the Company, enforceable in accordance with their respective terms, except as the enforceability hereof and thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and general principles of equity, regardless of whether enforcement is considered in a proceeding in equity or at law.

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3.5Non-Contravention. The execution and delivery of the Offering Documents by the Company and Podium, the issuance of the Shares as contemplated by the Offering Documents and the completion by the Company and Podium of the other transactions contemplated by the Offering Documents do not and will not, with or without the giving of notice or the lapse of time, or both, (i) result in any violation of any provision of the articles of incorporation or by-laws or similar instruments of the Company or Podium or their respective subsidiaries, (ii) conflict with or result in a breach by the Company or Podium or their respective subsidiaries of any of the terms or provisions of, or constitute a default under, or result in the modification of, or result in the creation or imposition of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or Podium or their respective subsidiaries, pursuant to any agreements, instruments or documents filed as exhibits to the SEC Reports or any indenture, mortgage, deed of trust or other agreement or instrument to which Podium or any of its subsidiaries is a party or by which Podium or any of its subsidiaries or any of its properties or assets are bound or affected, in any such case which would have a material adverse effect on the business, properties, operations, condition (financial or other), results of operations or prospects of the Company and Podium and their respective subsidiaries, taken as a whole, or the validity or enforceability of, or the ability of the Company or Podium to perform their obligations under, the Offering Documents, (iii) violate or contravene any applicable law, rule or regulation or any applicable decree, judgment or order of any court, United States federal or state regulatory body, administrative agency or other governmental body having jurisdiction over Podium or any of its subsidiaries or any of its respective properties or assets that would have a material adverse effect on the business, properties, operations, condition (financial or other), results of operations or prospects of the Company and its subsidiaries (after the effective time of the Exchange), taken as a whole, or the validity or enforceability of, or the ability of the Company or Podium to perform its obligations under, the Offering Documents, or (iv) have any material adverse effect on any permit, certification, registration, approval, consent, license or franchise necessary for the Company or its subsidiaries (after the effective time of the Exchange) to own or lease and operate any of its properties and to conduct any of its business or the ability of the Company or its subsidiaries to make use thereof.

3.6Information Provided. The Company hereby represents and warrants to the Subscriber that the information set forth in the Offering Memorandum, the SEC Reports and any other document provided by the Company (or the Company’s authorized representatives) to the Subscriber in connection with the transactions contemplated by this Subscription Agreement, does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, it being understood that for purposes of this Section 3.6, any statement contained in such information shall be deemed to be modified or superseded for purposes of this Section 3.6 to the extent that a statement in any document included in such information which was prepared and furnished to the Subscriber on a later date or filed with the SEC on a later date modifies or replaces such statement, whether or not such later prepared and furnished or filed statement so states. Podium hereby represents and warrants to the Subscriber that the information set forth in the Offering Memorandum and any other document provided by Podium (or Podium’s authorized representatives) to the Subscriber in connection with the transactions contemplated by this Subscription Agreement, does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.

3.7Absence of Certain Proceedings. Except as disclosed in the SEC Reports, neither the Company nor Podium is aware of any action, suit, proceeding, inquiry or investigation before or by any court, public board or body, or governmental agency pending or threatened against or affecting the Company or Podium or any of their respective subsidiaries, in any such case wherein an unfavorable decision, ruling or finding would have a material adverse effect on the business, properties, operations, condition (financial or other), results of operations or prospects of the Company or Podium, or the transactions contemplated by the Offering Documents or which could adversely affect the validity or enforceability of, or the authority or ability of the Company or Podium to perform its obligations under, the Offering Documents; and to the Company’s and Podium’s knowledge there is not pending or contemplated any, and there has been no, investigation by the SEC involving the Company or Podium or any of their current or former directors or officers.

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3.8Compliance with Law. Neither the Company nor Podium nor any of their respective subsidiaries is in violation of or has any liability under any statute, law, rule, regulation, ordinance, decision or order of any governmental agency or body or any court, domestic or foreign, except where such violation or liability would not individually or in the aggregate have a material adverse effect on the business, properties, operations, condition (financial or other), results of operations or prospects of the Company and its subsidiaries (after the effective time of the Exchange), taken as a whole; and to the knowledge of the Company and Podium there is no pending investigation that would reasonably be expected to lead to such a claim.

3.9Tax Matters. The Company and Podium and each of their respective subsidiaries has filed all federal, state and local income and franchise tax returns required to be filed and has paid all taxes shown by such returns to be due, and no tax deficiency has been determined adversely to the Company or Podium or any of their respective subsidiaries which has had (nor does the Company or Podium or any of their respective subsidiaries have any knowledge of any tax deficiency which, if determined adversely to the Company or Podium or any of their respective subsidiaries, might have) a material adverse effect on the business, properties, operations, condition (financial or other), results of operations, or prospects of the Company or any of its subsidiaries (after the effective time of the Exchange), taken as a whole.

4.Registration Rights

4.1Registration Requirement. Subject to the terms and limitations hereof, the Company shall file a registration statement on Form S-1 or other appropriate registration document under the Act (the “Registration Statement”) for resale of the Common Stock underlying the Shares, all shares held by the shareholders of the Company immediately prior to the Closing Date (the “Registrable Securities”) and shall use its reasonable best efforts to maintain the Registration Statement effective for a period of twenty-four (24) months at the Company’s expense (the “Effectiveness Period”). The Company shall file such Registration Statement no later than sixty (60) days after the Closing Date (the “Registration Filing Date”), and shall use reasonable best efforts to cause such Registration Statement to become effective within one hundred and fifty (150) days after the Closing Date, or one hundred eighty (180) days after the Closing Date if the Registration Statement is subject to a full review by the SEC.

4.2Limitation to Registration Requirement. Notwithstanding the foregoing, the Company shall not be obligated to effect any registration of the Registrable Securities or take any other action pursuant to this Section 4: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Act, or (ii) during any period in which the Company suspends the rights of a subscriber after giving the Subscriber written notification of a Potential Material Event (defined below) pursuant to Section 4.6 hereof.

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4.3Expenses of Registration. Except as otherwise expressly set forth, the Company shall bear all expenses incurred by the Company in compliance with the registration obligation of the Company, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company incurred in connection with any registration, qualification or compliance pursuant to this Subscription Agreement and all underwriting discounts, selling commissions and expense allowances applicable to the sale of any securities by the Company for its own account in any registration. All underwriting discounts, selling commissions and expense allowances applicable to the sale by Subscriber of Registrable Securities and all fees and disbursements of counsel for the Subscriber shall be borne by the Subscriber.

4.4Indemnification.

(a)To the extent permitted by law the Company will indemnify each Subscriber, each of its officers, directors, agents, employees and partners, and each person controlling such Subscriber, with respect to each registration, qualification or compliance effected pursuant to this Subscription Agreement, and each underwriter, if any, and each person who controls any underwriter, and their respective counsel against all claims, losses, damages and liabilities (or actions, proceedings or settlements in respect thereof) arising out of or based on (i) any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document prepared by the Company (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Act or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and subject to the provisions of Section 4.4(c) below, will reimburse each such Subscriber, each of its officers, directors, agents, employees and partners, and each person controlling such Subscriber, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses as they are reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement (or alleged untrue statement) or omission (or alleged omissions) based upon written information furnished to the Company by (or on behalf of) such Subscriber or underwriter, or if the person asserting any such loss, claim, damage or liability (or action or proceeding in respect thereof) did not receive a copy of an amended preliminary prospectus or the final prospectus (or the final prospectus as amended and supplemented) at or before the written confirmation of the sale of such Registrable Securities to such person because of the failure of the Subscriber or underwriter to so provide such amended preliminary or final prospectus (or the final prospectus as amended and supplemented); provided, however, that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Subscriber, any such partner, officer, director, employee, agent or controlling person of such Subscriber, or any such underwriter or any person who controls any such underwriter; provided, however, that the obligations of the Company hereunder shall be limited to an amount equal to the portion of net proceeds represented by the Registrable Securities pursuant to this Subscription Agreement.

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(b)To the extent permitted by law, each Subscriber whose Registrable Securities are included in any registration, qualification or compliance effected pursuant to this Subscription Agreement will indemnify the Company, and its directors, officers, agents, employees and each underwriter, if any, of the Company’s securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of the Act and the rules and regulations thereunder, each other such Subscriber and each of their officers, directors, partners, agents and employees, and each person controlling such Subscriber, and their respective counsel against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and such Subscribers, directors, officers, partners, persons, underwriters or control persons for any legal or any other expenses as they are reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Subscriber; provided, however, that the obligations of any Subscriber hereunder shall be limited to an amount equal to the net proceeds to such Subscriber from Registrable Securities sold under such registration statement, prospectus, offering circular or other document as contemplated herein; provided, further, that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Subscriber, which consent shall not be unreasonably withheld or delayed.

(c)Each party entitled to indemnification under this Section (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense; and provided further that if any Indemnified Party reasonably concludes that there may be one or more legal defenses available to it that are not available to the Indemnifying Party, or that such claim or litigation involves or could have an effect on matters beyond the scope of this Subscription Agreement, then the Indemnified Party may retain its own counsel at the expense of the Indemnifying Party; and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Subscription Agreement unless and only to the extent that such failure to give notice results in material prejudice to the Indemnifying Party. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom.

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(d)If the indemnification provided for in this Section is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage or expense referred to herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions which resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

4.5Transfer or Assignment of Registration Rights. The Registrable Securities, and any related benefits to the Subscriber hereunder may be transferred or assigned by the Subscriber to a permitted transferee or assignee, provided that the Company is given written notice of such transfer or assignment, stating the name and address of said transferee or assignee and identifying the Registrable Securities with respect to which such registration rights are being transferred or assigned; provided further that the transferee or assignee of such Registrable Securities shall be deemed to have assumed the obligations of the Subscriber under this Subscription Agreement by the acceptance of such assignment and shall, upon request from the Company, evidence such assumption by delivery to the Company of a written agreement assuming such obligations of the Subscriber.

4.6Registration Procedures. In the case of the registration effected by the Company pursuant to this Subscription Agreement, the Company will keep the Subscriber advised in writing as to the initiation of each registration and as to the completion thereof. The Company will:

(a)Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Act with respect to the disposition of securities covered by such registration statement;

(b)Respond as promptly as reasonably practicable to any comments received from the SEC with respect to a registration statement or any amendment thereto.

(c)Notify the Subscriber as promptly as reasonably practicable and (if requested by any such person) confirm such notice in writing no later than one (1) trading day following the day (A) when a prospectus or any prospectus supplement or post-effective amendment to a registration statement is proposed to be filed and (B) with respect to a registration statement or any post-effective amendment, when the same has become effective;

(d)Furnish such number of prospectuses and other documents incident thereto, including supplements and amendments, as the Subscriber may reasonably request;

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(e)Furnish to the Subscriber, upon request, a copy of all documents filed with and all correspondence from or to the SEC in connection with any such registration statement other than non-substantive cover letters and the like;

(f)Use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a registration statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment; and

(g)Use its reasonable best efforts to comply with all applicable rules and regulations of the SEC.

Notwithstanding the foregoing, if at any time or from time to time after the date hereof, the Company notifies the Subscriber in writing of the existence of an event or circumstance that is not disclosed in the Registration Statement and that may have a material effect on the Company or its business (a “Potential Material Event”), the Subscriber shall not offer or sell any Registrable Securities, or engage in any other transaction involving or relating to the Registrable Securities, from the time of the giving of notice with respect to a Potential Material Event until the Company notifies the Subscriber that such Potential Material Event either has been added to the Registration Statement by amendment or supplement or no longer constitutes a Potential Material Event; provided, that the Company may not so suspend the right of Subscriber for more than one hundred and twenty (120) days in the aggregate.

4.7Statement of Beneficial Ownership. The Company may require the Subscriber to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially owned by such Subscriber and the controlling person thereof and any other such information regarding the Subscriber, the Registrable Securities held by the Subscriber and the intended method of disposition of such securities as shall be reasonably required with respect to the registration of the Subscriber’s Registrable Securities. The Subscriber hereby understands and agrees that the Company may, in its sole discretion, exclude the Subscriber’s shares of Common Stock from the Registration Statement in the event that the Subscriber fails to provide such information requested by the Company within the time period reasonably specified by the Company or is required to do so by law or the SEC.

4.8Compliance. Subscriber covenants and agrees that if the Shares are sold under a registration statement, that the Shares will only be disposed of pursuant to an effective statement under, and in compliance with the requirements of, the Act, including in accordance with the plan of distribution set forth in the registration statement and in compliance with the prospectus delivery requirements of the Act as applicable to such Subscriber in connection with sales of Registrable Securities pursuant to the registration statement required hereunder. Subscriber understands and acknowledges that the Company and the Company’s counsel may rely on the statements and covenants made in this Section for purposes of providing a legal opinion to the transfer agent for removal of a restrictive legend under the Act.

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4.9Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Act of any of its Common Stock, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber requests to be registered; provided that the Company shall not be required to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreement.

4.10“Lock-Up” Agreement.  The Subscriber agrees that, during the period from the date hereof until that date that is fourteen (14) months following the date on which the Company's Common Stock begins to be listed or quoted on either the New York Stock Exchange, American Stock Exchange, NASDAQ Global Market, NASDAQ Capital Market or the OTC Bulletin Board (the "Listing Date") that, it, he or she shall not, directly or indirectly sell, assign, exchange, distribute, offer to sell, contract to sell (including, without limitation, any short sale), hypothecate, pledge, grant any option to purchase or otherwise transfer or dispose of any Shares of the Company held by it, him or her and purchased further to this Subscription Agreement, at any time during such period, except that one-twelfth (1/12) of the Shares acquired hereunder shall be automatically released from this lock-up provision on the date that is ninety (90) days after the Listing Date (the “Initial Release Date”) and then the Shares will be released every thirty (30) days after the Initial Release Date on a pro rata basis over the eleven (11) months following the Initial Release Date. WestPark Capital, Inc., in its discretion, may release some or all the Shares earlier than the schedule set forth in this Section. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to and place restrictive legends on the certificates evidencing the Shares of the Company, and the Subscriber agrees to further execute a lock-up agreement which encompasses the terms of this Section 4.10, in substantially the form attached hereto as Exhibit B.

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5.Miscellaneous

5.1Any notice or other communication given hereunder shall be deemed sufficient if in writing and sent by registered or certified mail, return receipt requested, addressed to the Company, at Yinlips Digital Technology (Shenzhen) Co., Ltd., Room 2929-31, NanGuang JieJia Building, FuTian District, Shenzhen, GuangDong, People’s Republic of China, Attention: Zhao Zifeng with a copy to (which shall not constitute notice) K&L Gates LLP, 10100 Santa Monica Blvd., Seventh Floor, Los Angeles, California 90067, Attention: Thomas J. Poletti, Esq., and to the Subscriber at his address indicated on the signature page of this Subscription Agreement. Notices shall be deemed to have been given three (3) business days after the date of mailing, except notices of change of address, which shall be deemed to have been given when received.

5.2This Subscription Agreement may be amended through a written instrument signed by the Subscriber, Podium and the Company; provided, however, that the terms of Section 4 of this Subscription Agreement may be amended without the consent or approval of the Subscriber so long as such amendment applies in the same fashion to the subscription agreements of all of the other subscribers for Shares in the Offering and at least holders of a majority of the Shares sold in the Offering have given their approval of such amendment, which approval shall be binding on all holders of Shares.

5.3This Subscription Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and assigns. This Subscription Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.

5.4Notwithstanding the place where this Subscription Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be construed in accordance with and governed by the laws of the State of Delaware.

5.5This Subscription Agreement may be executed in counterparts. It shall not be binding upon the Company and Podium unless and until it is accepted by the Company and Podium. Upon the execution and delivery of this Subscription Agreement by the Subscriber, this Subscription Agreement shall become a binding obligation of the Subscriber with respect to the purchase of Shares as herein provided; subject, however, to the right hereby reserved to the Company to enter into the same agreements with other subscribers and to add and/or to delete other persons as subscribers. This Subscription Agreement may be executed and delivered by facsimile or by scanned email.

15

5.6The holding of any provision of this Subscription Agreement to be invalid or unenforceable by a court of competent jurisdiction shall not affect any other provision of this Subscription Agreement, which shall remain in full force and effect.

5.7It is agreed that a waiver by either party of a breach of any provision of this Subscription Agreement shall not operate, or be construed, as a waiver of any subsequent breach by that same party.

5.8The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Subscription Agreement.

5.9The Company agrees not to disclose the names, addresses or any other information about the Subscribers, except as required by law, provided that the Company may provide information relating to the Subscriber as required in any registration statement under the Act that may be filed by the Company pursuant to the requirements of this Subscription Agreement.

5.10The obligation of the Subscriber hereunder is several and not joint with the obligations of any other subscribers for the purchase of Shares in the Offering (the “Other Subscribers”), and the Subscriber shall not be responsible in any way for the performance of the obligations of any Other Subscribers. Nothing contained herein or in any other agreement or document delivered at the Closing, and no action taken by the Subscriber pursuant hereto, shall be deemed to constitute the Subscriber and the Other Subscribers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Subscriber and the Other Subscribers are in any way acting in concert with respect to such obligations or the transactions contemplated by this Subscription Agreement. The Subscriber shall be entitled to protect and enforce the Subscriber’s rights, including without limitation the rights arising out of this Subscription Agreement, and it shall not be necessary for any Other Subscriber to be joined as an additional party in any proceeding for such purpose. The language used in this Subscription Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. The Subscriber is not acting as part of a “group” (as that term is used in Section 13(d) of the Exchange Act) in negotiating and entering into this Subscription Agreement or purchasing the Shares or acquiring, disposing of or voting any of the underlying shares of Common Stock. The Company hereby confirms that it understands and agrees that the Subscriber is not acting as part of any such group.

[SIGNATURE PAGE FOLLOWS]

16

IN WITNESS WHEREOF, the parties have executed this Subscription Agreement as of the day and year first written above.

Full Legal Name of Subscriber (Please print)	Full Legal Name of Co-Subscriber (if applicable)
Signature of (or on behalf of) Subscriber	Signature of or on behalf of Co-Subscriber (if applicable)
Name:
Title:
Address of Subscriber	Address of Co-Subscriber (if applicable)
Social Security or Taxpayer	Social Security or Taxpayer Identification
Identification Number of Subscriber	Number of Co-Subscriber (if applicable)
Number of Shares Subscribed For

Subscription Agreed to and Accepted

SRKP 17, INC.	PODIUM TECHNOLOGY LIMITED
By:	By:
Name:	Name:
Title:	Title:
	YINLIPS DIGITAL TECHNOLOGY (SHENZHEN) CO., LTD.
	By:
	Name:
	Title:

17

Exhibit A-1

Corporate Investor Questionnaire

Name:

IMPORTANT:

Please Complete

CORPORATE INVESTOR QUESTIONNAIRE

__________________

SRKP 17, INC.

PODIUM TECHNOLOGY LIMITED

SRKP 17, Inc.

1900 Avenue of the Stars, Suite 310

Los Angeles, CA 90067

Attn: Richard Rappaport

Podium Technology Limited

c/o Yinlips Digital Technology (Shenzhen) Co., Ltd.

Room 2929-31, NanGuang JieJia Building

FuTian District, Shenzhen

GuangDong, People’s Republic of China

Attn: Mr. Zhao Zifeng

The information contained in this Corporate Investor Questionnaire is being furnished in order to determine whether the undersigned Corporation’s subscription to purchase shares of Series A Convertible Preferred Stock (the “Shares”) of SRKP 17, Inc. (the “Company”) may proceed.

This Questionnaire should be completed, signed, dated and a copy should be sent to WestPark Capital, Inc. (the “Placement Agent”) via facsimile at (323) 443-3531 or electronic format (e.g., PDF) to apan@wpcapital.com and the original delivered to WestPark Capital, Inc. at 1900 Avenue of the Stars, Suite 310, Los Angeles, CA 90067, Attention: Ann Pan. Please keep a copy for your files.

A-1 (1)

ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY. The undersigned Corporation understands, however, that the Company may present this Questionnaire to such parties as it deems appropriate if called upon to establish that the proposed offer and sale of the Shares in the Companyis exempt from registration under the Securities Act of 1933,as amended, or meets the requirements of applicable state securities or “blue sky” laws. Further, the undersigned Corporation understands that the offering required to be reported to the Securities and Exchange Commission and to various state securities or “blue sky” regulators.

I. PLEASE CHECK ANY OF STATEMENTS 1-3 BELOW THAT APPLY TOTHE CORPORATION.

¨ 1. Each of the shareholders of the undersigned Corporation is able to certify that such shareholder meets at least one of the following two conditions:

(a) The shareholder is a natural person whose individual net worth* or joint net worth with his or her spouse exceeds $1,000,000; or

(b) The shareholder is a natural person who had an individual income* in excess of $200,000 in each of the previous two years and who reasonably expects an individual income in excess of $200,000 this year.

¨ 2. Each of the shareholders of the undersigned Corporation is able to certify that such shareholder is a natural person who, together with his or her spouse, has had a joint income in excess of $300,000 in each of the previous two years and who reasonably expects a joint income in excess of $300,000 this year.

¨ 3. The undersigned Corporation: (a) was not formed for the specific purpose of acquiring the Shares; and (b) has total assets in excess of $5,000,000.

____________________

* For purposes of this Questionnaire, the term “net worth” means the excess of total assets over total liabilities. In determining income, an investor should add to his or her adjusted gross income any amounts attributable to tax-exempt income received, losses claimed as a limited partner in any limited partnership, deductions claimed for depletion, contributions to IRA or Keogh retirement plans, alimony payments and any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income.

A-1 (2)

IF YOU CHECKED STATEMENT 1 OR STATEMENT 2 IN SECTION I, ABOVE, AND DID NOT CHECK STATEMENT 3, YOU MUST PROVIDE A LETTER SIGNED BY AN OFFICER OF THE UNDERSIGNED CORPORATION LISTING THE NAME OF EACH SHAREHOLDER AND THE REASON (UNDER STATEMENT 1 OR STATEMENT 2) WHY SUCH SHAREHOLDER QUALIFIES AS AN ACCREDITED INVESTOR (ON THE BASIS OF NET WORTH, INDIVIDUAL INCOME OR JOINT INCOME), OR EACH SHAREHOLDER MUST PROVIDE A COMPLETED INDIVIDUAL INVESTOR QUESTIONNAIRE (PAGES A-1 (2) TO A-1 (6)).

II. OTHER CERTIFICATIONS

By signing the Signature Page, the undersigned certifies the following:

(a) that the Corporation’s purchase of Shares will be solely for the Corporation’s own account and not for the account of any other person or entity;

(b) that the Corporation’s name, address of principal office, place of incorporation and taxpayer identification number as set forth in this Questionnaire are true, correct and complete; and

(c) that one of the following is true and correct (check one):

¨ (i) the Corporation is a corporation organized in or under the laws of the United States or any political subdivision thereof.

¨ (ii)the Corporation is a corporation which is neither created

nor organized in or under the United States or any political subdivision thereof, but which has made an election under either Section 897(1) or 897(k) of the United States Internal Revenue Code of 1986, as amended, to be treated as a domestic corporation for certain purposes of United States federal income taxation (A COPY OF THE INTERNAL REVENUE SERVICE ACKNOWLEDGMENT OF THE UNDERSIGNED’S ELECTION MUST BE ATTACHED TO THIS QUESTIONNAIRE IF THIS PROVISION IS APPLICABLE).

¨ (iii)neither (1) nor (ii) above is true.

A-1 (3)

III. GENERAL INFORMATION

(a)    PROSPECTIVE PURCHASER (THE CORPORATION)

Name:____________________________________________________________________________________

Principal Place of Business:___________________________________________________________________

                                                                                                          (Number and Street)

___________________________________________________________________________

(City)                                                                                                 (State)                                 (Zip Code)

Address for Correspondence (if different):________________________________________________________

                                                                                           (Number and Street)

___________________________________________________________________________

(City)                                                                                                  (State)                        0;         (Zip Code)

Telephone Number:__________________________________________________________________________

                                        (Area Code)                                (Number)

Facsimile Number:___________________________________________________________________________

                                       (Area Code)                                 (Number)

State of Incorporation:_______________________________________________________________________

Date of Formation:___________________________________________________________________________

Taxpayer Identification Number:________________________________________________________________

FINRA Affiliation or Association of the Corporation, if any:__________________________________________

If none, check here ¨

Number of Shareholders:

(b) INDIVIDUAL WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE CORPORATION

Name:___________________________________________________________________________________

Position or Title:___________________________________________________________________________

A-1 (4)

IV. BENEFICIAL, OWNERSHIP

List the name, address, title, phone number and email address of the natural person or persons who will possess voting and investment power over the Shares subscribed for herein:

Name of Natural Person(s):_________________________________________________________________

Address: ________________________________________________________________________________

_________________________________________________________________________

Title (if any):_____________________________________________________________________________

Phone:___________________________________________________________________________________

Email address(if any):_______________________________________________________________________

V. SIGNATURE

The Signature Page to this Questionnaire is contained on page A-1 (6), entitled Corporation Signature Page.

A-1 (5)

Corporation Signature Page

SRKP 17, INC.

PODIUM TECHNOLOGY LIMITED

1.The undersigned Corporation represents that (a) the information contained in this Questionnaire is complete and accurate and (b) the Corporation will immediately notify (i) WestPark Capital, Inc., 1900 Avenue of the Stars, Suite 310, Los Angeles, CA 90067, Attention: Ann Pan, phone number (310) 843-9300, facsimile (323)443-3531 and (ii) Scott Galer, Esq., counsel to WestPark Capital, Inc., at Stubbs, Alderton & Markiles, LLP, 15260 Ventura Boulevard, 20^th Floor, Sherman Oaks, California 91403, phone number (818) 444-4500, facsimile (818) 444-4520 if any material change in any of the information occurs prior to the acceptance of the undersigned Corporation’s subscription and will promptly send the foregoing written confirmation of such change.

2.The undersigned Corporation hereby represents and warrants that the person signing this Questionnaire on behalf of the Corporation has been duly authorized by all requisite action on the part of the Corporation to acquire the Shares and sign this Questionnaire and this Subscription Agreement on behalf of the Corporation and, further, that the undersigned Corporation has all requisite authority to purchase the Shares and enter into the Subscription Agreement.

Date	Name of Corporation (Please Type or Print)
	By:
	Signature
	Name:
	(Please Type or Print)
	Title:
	(Please Type or Print)

THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION OF SUCH SECURITIES IS NOT REQUIRED.

A-1 (6)

Exhibit A-2

Individual Investor Questionnaire

Name: 

IMPORTANT:

Please Complete

INDIVIDUAL INVESTOR QUESTIONNAIRE

SRKP 17, INC.

PODIUM TECHNOLOGY LIMITED

SRKP 17, Inc.

1900 Avenue of the Stars, Suite 310

Los Angeles, CA 90067

Attn: Richard Rappaport

Podium Technology Limited

c/o Yinlips Digital Technology (Shenzhen) Co., Ltd.

Room 2929-31, NanGuang JieJia Building

FuTian District, Shenzhen

GuangDong, People’s Republic of China

Attn: Mr. Zhao Zifeng

The information contained in this Individual Investor Questionnaire is being furnished in order to determine whether the undersigned’s subscription to purchase shares of Series A Convertible Preferred Stock (the “Shares”) of SRKP 17, Inc. (the “Company”) may proceed.

This Questionnaire should be completed, signed, dated and a copy should be sent to WestPark Capital, Inc. (the “Placement Agent”) via facsimile at (323)443-3531 or electronic format (e.g., PDF) to apan@wpcapital.com and the original delivered to WestPark Capital, Inc. at 1900 Avenue of the Stars, Suite 310, Los Angeles, CA 90067, Attention: Ann Pan. Please keep a copy for your files.

A-2 (1)

ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY. The undersigned Corporation understands, however, that the Company may present this Questionnaire to such parties as it deems appropriate if called upon to establish that the proposed offer and sale of the Shares in the Companyis exempt from registration under the Securities Act of 1933,as amended, or meets the requirements of applicable state securities or “blue sky” laws. Further, the undersigned Corporation understands that the offering required to be reported to the Securities and Exchange Commission and to various state securities or “blue sky” regulators.

IF YOU ARE PURCHASING SHARES WITH YOUR SPOUSE, YOU MUST BOTH SIGN THE SIGNATURE PAGE (PAGE A-2 (5)).

IF YOU ARE PURCHASING SHARES WITH ANOTHER PERSON NOT YOUR SPOUSE, YOU MUST EACH FILL OUT A SEPARATE QUESTIONNAIRE. Please make a photocopy of pages A-2 (1) to A-2(5) and return both completed Questionnaires to WestPark Capital, Inc. in the same envelope.

I. PLEASE INDICATE DESIRED TYPE OF OWNERSHIP OF SHARES:

¨ Individual

¨ Joint Tenants (rights of survivorship)

¨ Tenants in Common (no rights of survivorship)

II. PLEASE CHECK ANY OF STATEMENTS 1-4 BELOW THAT APPLY TO YOU.

¨ 1.I have an individual net worth* or joint net worth with my spouse in excess of $1,000,000.

¨ 2.I have had an individual income* in excess of $200,000 in each of  the previous two years and I reasonably expect an individual income in excess of $200,000 this year. NOTE: IF YOU ARE BUYING JOINTLY WITH YOUR SPOUSE, YOU MUST EACH HAVE AN INDIVIDUAL INCOME IN EXCESS OF $200,000 IN EACH OF THESE YEARS IN ORDER TO CHECK THIS BOX.

¨ 3. My spouse and I have had a joint income* in excess of $300,000 in each of the previous two years and I reasonably expect a joint income in excess of $300,000 this year.

¨ 4.I am a director and/or an executive officer of Company as such terms are defined in Regulation D promulgated under the Securities Act of1933, as amended.

* For purposes of this Questionnaire, the term “net worth” means the excess of total assets over total liabilities. In determining income, an investor should add to his or her adjusted gross income any amounts attributable to tax-exempt income received, losses claimed as a limited partner in any limited partnership, deductions claimed for depletion, contributions to IRA or Keogh retirement plans,alimony payments and any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income.

A-2 (2)

III. OTHER CERTIFICATIONS

By signing the Signature Page, I certify the following (or, if I am purchasing Shares with my spouse as co-owner, each of us certifies the following):

(a) that I am at least 21 years of age;

(b) that my purchase of Shares will be solely for my own account and not for the account of any other person (other than my spouse, if co-owner);

(c) that the name, home address and social security number or taxpayer identification number as set forth in this Questionnaire are true, correct and complete; and

(d) that one of the following is true and correct (check one):

Spouse, if Co-owner

¨	¨	(i)	I am a United States citizen or resident of the United States for United States federal income tax purposes.
¨	¨	(ii)	I am neither a United States citizen nor a resident of the United States for United States federal income tax purposes.

IV. GENERAL INFORMATION

(a)PERSONAL INFORMATION

Name: ________________________________________________________________________________________

Social Security or Taxpayer Identification Number: ____________________________________________________

Residence Address: _____________________________________________________________________________
	(Number and Street)

(City) (State)    (Zip Code)

Residence Telephone Number: _____________________________________________________________________
	(Area Code)	(Number)

Residence Facsimile Number: _______________________________________________________________________
	(Area Code)	(Number)

Name of Business: _______________________________________________________________________________

Business Address: _______________________________________________________________________________
	(Number and Street)

(City) (State)    (Zip Code)    

A-2 (3)

Business Telephone Number: ________________________________________________________________________
	(Area Code)	(Number)

Business Facsimile Number: __________________________________________________________________________
	(Area Code)	(Number)

I prefer to have correspondence sent to:¨Residence¨ Business

FINRA Affiliation or Association, if any: ____________________________________________________________

If none, check here ¨

Spouse, if Potential Co-owner

Name: ______________________________________________________________________________________

Social Security or Taxpayer Identification Number: ____________________________________________________

Residence Address: ___________________________________________________________________________
	(Number and Street)

(City) (State) (Zip Code)

Residence Telephone Number: ___________________________________________________________________

Name of Business:
Business Address:
	(Number and Street)

(City) (State)

I prefer to have correspondence sent to:¨Residence ¨Business

FINRA Affiliation or Association, if any: ______________________________________________________

If none, check here ¨

V. SIGNATURE

The Signature Page to this Questionnaire is contained on page A-2 (5), entitled Individual Signature Page.

A-2 (4)

INDIVIDUAL SIGNATURE PAGE

SRKP 17, INC.

PODIUM TECHNOLOGY LIMITED

1.The undersigned represents that (a) the information contained in this Questionnaire is complete and accurate, and (b) he/she will immediately notify (i) WestPark Capital, Inc., 1900 Avenue of the Stars, Suite 310, Los Angeles, CA 90067, Attention: Ann Pan, phone number (310) 843-9300, facsimile (323) 443-3531 and (ii) Scott Galer, Esq., counsel to WestPark Capital, Inc., at Stubbs, Alderton & Markiles, LLP, 15260 Ventura Boulevard, 20^th Floor, Sherman Oaks, California 91403, phone number (818) 444-4500, facsimile (818) 444-4520 if any material change in any of the information occurs prior to the acceptance of the undersigned’s subscription and will promptly send the foregoing written confirmation of such change.

Date:	Name (Please Type or Print)
	Signature
	Name of Spouse if Co-owner
	(Please Type or Print)
	Signature of Spouse if Co-owner

IF YOU ARE PURCHASING SHARES WITH YOUR SPOUSE, YOU MUST BOTH SIGN THIS SIGNATURE PAGE (PAGE A-2 (5)). IF YOU ARE PURCHASING SHARES WITH ANOTHER PERSON NOT YOUR SPOUSE, YOU MUST EACH FILL OUT A SEPARATE QUESTIONNAIRE. Please make a photocopy of pages A-2 (1) to A-2 (5) and return both completed Questionnaires to WestPark Capital, Inc. in the same envelope.

THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION OF SUCH SECURITIES IS NOT REQUIRED.

A-2 (5)

Exhibit A-3

Limited Partnership Investor Questionnaire

Name:

IMPORTANT:

Please Complete:

LIMITED PARTNERSHIP INVESTOR QUESTIONNAIRE

SRKP 17, INC.

PODIUM TECHNOLOGY LIMITED

SRKP 17, Inc.

1900 Avenue of the Stars, Suite 310

Los Angeles, CA 90067

Attn: Richard Rappaport

Podium Technology Limited

c/o Yinlips Digital Technology (Shenzhen) Co., Ltd.

Room 2929-31, NanGuang JieJia Building

FuTian District, Shenzhen

GuangDong, People’s Republic of China

Attn: Mr. Zhao Zifeng

The information contained in this Limited Partnership Investor Questionnaire is being furnished in order to determine whether the undersigned Limited Partnership’s subscription to purchase shares of Series A Convertible Preferred Stock (the “Shares”) of SRKP 17, Inc. (the “Company”) may proceed.

This Questionnaire should be completed, signed, dated and a copy should be sent to WestPark Capital, Inc. (the “Placement Agent”) via facsimile at (323) 443-3531 or electronic format (e.g., PDF) to apan@wpcapital.com and the original delivered to WestPark Capital, Inc. at 1900 Avenue of the Stars, Suite 310, Los Angeles, CA 90067, Attention: Ann Pan. Please keep a copy for your files.

A-3 (1)

ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY. The undersigned Limited Partnership understands, however, that the Company may present this Questionnaire to such parties as it deems appropriate if called upon to establish that the proposed offer and sale of the Shares in the Company is exempt from registration under the Securities Act of 1933, as amended, or meets the requirements of applicable state securities or “blue sky” laws. Further, the undersigned Limited Partnership understands that the offering required to be reported to the Securities and Exchange Commission and to various state securities or “blue sky” regulators.

I.PLEASE CHECK THE STATEMENT BELOW, IF IT APPLIES TO THE LP.

¨ The undersigned Limited Partnership: (a) was not formed for the specific purpose of acquiring the Shares, and (b) has total assets in excess of $5,000.000.

II.OTHER CERTIFICATIONS

By signing the Signature Page, the undersigned certifies that the Limited Partnership’s name, address of principal office, place of organization and taxpayer identification number as set forth in this Questionnaire are true, correct and complete; and

III. GENERAL INFORMATION

(a)PROSPECTIVE PURCHASER (THE LIMITED PARTNERSHIP)

Name: __________________________________________________________________________________

Principal Place of Business: __________________________________________________________________
	(Number and Street)

(City) (State) (Zip Code)

Address for Correspondence (if different): ______________________________________________________
	(Number and Street)

(City) (State) (Zip Code)

Telephone Number: _________________________________________________________________________
(Area Code)	(Number)

Facsimile Number: ___________________________________________________________________________
(Area Code)	(Number)

A-3 (2)

State of Formation: __________________________________________________________________________

Date of Formation: __________________________________________________________________________

Taxpayer Identification Number: ________________________________________________________________

FINRA Affiliation or Association of the Corporation, if any: ______________________________________________

If none, check here¨

(c) INDIVIDUAL WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE LIMITED PARTNERSHIP

Name:

Position or Title:

IV. SIGNATURE

The Signature Page to this Questionnaire is contained on page A-3 (4), entitled Limited Partnership Signature Page.

A-3 (3)

Limited Partnership Signature Page

SRKP 17, INC.

PODIUM TECHNOLOGY LIMITED

1.The undersigned Limited Partnership represents that (a) the information contained in this Questionnaire is complete and accurate, and (b) the Limited Partnership will immediately notify (i) WestPark Capital, Inc., 1900 Avenue of the Stars, Suite 310, Los Angeles, CA 90067, Attention: Ann Pan, phone number (310) 843-9300, facsimile (323) 443-3531 and (ii) Scott Galer, Esq., counsel to WestPark Capital, Inc., at Stubbs, Alderton & Markiles, LLP, 15260 Ventura Boulevard, 20^th Floor, Sherman Oaks, California 91403, phone number (818) 444-4500, facsimile (818) 444-4520 if any material change in any of the information occurs prior to the acceptance of the undersigned’s subscription and will promptly send the foregoing written confirmation of such change.

2.The undersigned Limited Partnership hereby represents and warrants that the person or entity signing this Questionnaire on behalf of the Limited Partnership has been duly authorized by all requisite action on the part of the Limited Partnership to sign this Questionnaire and this Subscription Agreement on behalf of the Limited Partnership and, further, that the undersigned Limited Partnership has all requisite authority to purchase the Shares and enter into the Subscription Agreement.

Date	Name of Limited Partnership
	(Please Type or Print)
	By:
	Signature
	Name:
		(Please Type or Print)
	Title:
		(Please Type or Print)

THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION OF SUCH SECURITIES IS NOT REQUIRED.

A-3 (4)

Exhibit B

LOCK-UP AGREEMENT

Yinlips Technology, Inc.

c/o Yinlips Digital Technology (Shenzhen) Co., Ltd.

Room 2929-31

NanGuang JieJia Building

FuTian District

Shenzhen

GuangDong, People’s Republic of China

Attn: Zhao Zifeng

WestPark Capital, Inc.

1900 Avenue of the Stars, Suite 310

Los Angeles, CA 90067

The undersigned, being a security holder of Yinlips Technology, Inc. (formerly known as SRKP 17, Inc. and referred to herein as the “Company”) and receiving his/her/its shares of the Company’s common stock (the “Company Common Stock”) upon the conversion of his/her/its shares of Series A Convertible Preferred Stock as an investor in the Company’s private offering that closed on __________, 2008 (the “Private Offering”), hereby delivers this Lock-up Agreement to the Company.

The undersigned recognizes that it is in the best financial interests of the Company and of the undersigned, as a stockholder of the Company, that the Company Common Stock received by the undersigned pursuant to the Private Offering be subject to certain restrictions and hereby agrees as follows:

Other than as set forth below, the undersigned shall not: (a) sell, assign, exchange, transfer, pledge, distribute or otherwise dispose of (i) any shares of the Company Common Stock received by the undersigned in the Private Offering, or (ii) any interest (including, without limitation, an option to buy or sell) in any such shares of the Company Common Stock, in whole or in part, and no such attempted transfer shall be treated as effective for any purpose; or (b) engage in any transaction in respect to any shares of the Company Common Stock received by the undersigned in the Private Offering or any interest therein, the intent or effect of which is the effective economic disposition of such shares (including, but not limited to, engaging in put, call, short-sale, straddle or similar market transactions) (the foregoing restrictions are referred to herein as “Lock-Up Restrictions”).

One-twelfth of the undersigned’s shares of the Company’s Common Stock acquired in the Private Offering shall be released from the Lock-Up Restrictions on the date that is ninety (90) days subsequent to the date on which the Company’s Common Stock begins to be listed or quoted on either the New York Stock Exchange, American Stock Exchange, NASDAQ Global Market, NASDAQ Capital Market or the OTC Bulletin Board (the “Initial Release Date”), and the undersigned’s shares will automatically be released from the Lock-Up Restrictions on a monthly basis after the Initial Release Date on a pro rata basis over the eleven months following the Initial Release Date, until all of the shares are released from the Lock-Up Restrictions. WestPark Capital, Inc., in its discretion, may release from the Lock-up Restrictions some or all the undersigned’s shares of the Company’s Common Stock earlier than the schedule set forth in this Lock-up Agreement.

A-3 (5)

The certificates evidencing the Company Common Stock received by the undersigned in the Private Offering bear a legend as set forth below and such legend shall remain during the term of this Lock-Up Agreement as set forth above:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER RESTRICTIONS SET FORTH IN THAT CERTAIN LOCK-UP AGREEMENT BY AND BETWEEN YINLIPS TECHNOLOGY, INC., A DELAWARE CORPORATION, AND THE HOLDER HEREOF (THE “LOCK-UP AGREEMENT”), AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED OR OTHERWISE DISPOSED OF PRIOR TO THAT CERTAIN TIME PERIOD DETAILED IN THE LOCK-UP AGREEMENT. THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) UPON THE EXPIRATION OF THE TIME PERIOD SPECIFIED IN THE LOCK-UP AGREEMENT. A COPY OF THE LOCK-UP AGREEMENT IS AVAILABLE FOR REVIEW AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER.

[SIGNATURE ON NEXT PAGE]

A-3 (6)

IN WITNESS WHEREOF, the undersigned has executed this Lock-Up Agreement as of the date first written above.

Printed Name of Holder

Signature ________________________________________

By: ____________________________________________

Title (if applicable): _______________________________

A-3 (7)

EX-10.5

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) made as of this 17th day of October 2008, by and among SRKP 17, Inc., a Delaware corporation (the “Company”); Podium Technology Limited, a British Virgin Islands corporation and upon the Closing Date (as defined below) a 100%-owned subsidiary of the Company ("Podium"); and the undersigned (each a “Holder” and together the “Holders”).

WHEREAS, the Company, Podium, and the sole shareholder and the warrantholders of Podium are parties to a certain Share and Warrant Exchange Agreement dated as of September 22, 2008 (the “Exchange Agreement”), pursuant to which Podium will become a 100%-owned subsidiary of the Company and 100% of the outstanding securities of Podium will be exchanged for securities in the Company (the “Exchange”);

WHEREAS, immediately after the effective time of the Exchange (the “Closing Date”), the Company will assume the business and operations of Yinlips Digital Technology (Shenzhen) Co., Ltd., a company organized under the laws of the People’s Republic of China and a wholly-owned subsidiary of Podium (“Yinlips”);

WHEREAS, the Company agreed to file, within sixty (60) days after the Closing Date with the U.S. Securities and Exchange Commission (the “Commission” or “SEC”) a registration statement (the “Initial Registration Statement”) covering the resale of shares issued in connection with the Company’s private offering that closed concurrently with the Exchange and covering the resale of shares of Common Stock held by those persons that are stockholders of the Company immediately prior to the Closing Date, except for the WestPark Affiliates (as defined below); and

WHEREAS, as set forth in Section 9.1 of the Exchange Agreement, and as a condition to the closing of the Exchange, the Company agreed to enter into a registration rights agreement requiring the Company to file with the Commission, within the time periods as set forth herein, a registration statement covering the resale of shares of Common Stock of the Company, as set forth on Schedule I hereof (the “Shares”), held by those persons (and/or their designees) that are stockholders of the Company immediately prior to the Closing Date who are affiliates of WestPark Capital, Inc. (“WestPark Affiliates” or “Holders”).

NOW, THEREFORE, for and in consideration of the promises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:

1.Registration Rights

1.1Registration Requirement. Subject to the terms and limitations hereof, the parties hereto agree and acknowledge that the Company shall prepare and file a registration statement (the “Registration Statement”) on Form S-1 or other appropriate registration document under the Securities Act of 1933, as amended (the “Act”) for resale of the Shares (the “Registrable Securities”) and shall use its reasonable best efforts to maintain the Registration Statement effective for a period of twelve (12) months at the Company’s expense (the “Effectiveness Period”). The Company shall file such Registration Statement no later than the tenth (10^th) day after the end of the six (6) month period that immediately follows the filing date of the Initial Registration Statement (the “Required Filing Date”), provided that if such day is not a Business Day, then the Required Filing Date shall be the next business day thereafter. The Company shall use reasonable best efforts to cause such Registration Statement to become effective within one hundred fifty (150) days after the Required Filing Date or the actual filing date, whichever is earlier, or one hundred eighty (180) days after the Required Filing Date or the actual filing date, whichever is earlier, if the Registration Statement is subject to a full review by the SEC (the “Required Effectiveness Date”). If the Company fails to file the Registration Statement by the Required Filing Date or if the Registration Statement does not become effective on or before the Required Effectiveness Date due to the failure of the Company to fulfill its obligations hereunder, the Company shall be required to issue, as liquidated damages, to each of the Holders shares (the “Penalty Shares”) equal to one percent (1%) of their respective Shares on a monthly basis until the Registration Statement is filed with or declared effective by the Commission, as applicable.

1

1.2Limitation to Registration Requirement. Notwithstanding the foregoing, no Penalty Shares shall be due to the Holders if the Company is using its best efforts to cause the Registration Statement to be filed and declared effective in a timely manner. In addition, the Company shall not be obligated to effect any registration of the Registrable Securities or take any other action pursuant to this Section 1: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Act; or (ii) during any period in which the Company suspends the rights of a Holder after giving the Holder written notification of a Potential Material Event (defined below) pursuant to Section 1.6 hereof.

1.3Expenses of Registration. Except as otherwise expressly set forth, the Company shall bear all expenses incurred by the Company in compliance with the registration obligation of the Company, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company incurred in connection with any registration, qualification or compliance pursuant to this Agreement and all underwriting discounts, selling commissions and expense allowances applicable to the sale of any securities by the Company for its own account in any registration. All underwriting discounts, selling commissions and expense allowances applicable to the sale by a Holder of Registrable Securities and all fees and disbursements of counsel for a Holder shall be borne by the Holder.

2

1.4Indemnification.

(a)To the extent permitted by law the Company will indemnify each Holder, each of its officers, directors, agents, employees and partners, and each person controlling such Holder, with respect to each registration, qualification or compliance effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, and their respective counsel against all claims, losses, damages and liabilities (or actions, proceedings or settlements in respect thereof) arising out of or based on (i) any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document prepared by the Company (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Act or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and subject to the provisions of Section 1.4(c) below, will reimburse each such Holder, each of its officers, directors, agents, employees and partners, and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses as they are reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement (or alleged untrue statement) or omission (or alleged omissions) based upon written information furnished to the Company by (or on behalf of) such Holder or underwriter, or if the person asserting any such loss, claim, damage or liability (or action or proceeding in respect thereof) did not receive a copy of an amended preliminary prospectus or the final prospectus (or the final prospectus as amended and supplemented) at or before the written confirmation of the sale of such Registrable Securities to such person because of the failure of the Holder or underwriter to so provide such amended preliminary or final prospectus (or the final prospectus as amended and supplemented); provided, however, that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Holder, any such partner, officer, director, employee, agent or controlling person of such Holder, or any such underwriter or any person who controls any such underwriter; provided, however, that the obligations of the Company hereunder shall be limited to an amount equal to the portion of net proceeds represented by the Registrable Securities pursuant to this Agreement.

(b)To the extent permitted by law, each Holder whose Registrable Securities are included in any registration, qualification or compliance effected pursuant to this Agreement will indemnify the Company, and its directors, officers, agents, employees and each underwriter, if any, of the Company’s securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of the Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors, partners, agents and employees, and each person controlling such Holder, and their respective counsel against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and such Holders, directors, officers, partners, persons, underwriters or control persons for any legal or any other expenses as they are reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder; provided, however, that the obligations of any Holder hereunder shall be limited to an amount equal to the net proceeds to such Holder from Registrable Securities sold under such registration statement, prospectus, offering circular or other document as contemplated herein; provided, further, that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld or delayed.

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(c)Each party entitled to indemnification under this Section (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; and provided further that if any Indemnified Party reasonably concludes that there may be one or more legal defenses available to it that are not available to the Indemnifying Party, or that such claim or litigation involves or could have an effect on matters beyond the scope of this Agreement, then the Indemnified Party may retain its own counsel at the expense of the Indemnifying Party; and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless and only to the extent that such failure to give notice results in material prejudice to the Indemnifying Party. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom.

(d)If the indemnification provided for in this Section is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage or expense referred to herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions which resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

4

1.5Transfer or Assignment of Registration Rights. The Registrable Securities, and any related benefits to the Holder hereunder may be transferred or assigned by the Holder to a permitted transferee or assignee, provided that the Company is given written notice of such transfer or assignment, stating the name and address of said transferee or assignee and identifying the Registrable Securities with respect to which such registration rights are being transferred or assigned; provided further that the transferee or assignee of such Registrable Securities shall be deemed to have assumed the obligations of the Holder under this Agreement by the acceptance of such assignment and shall, upon request from the Company, evidence such assumption by delivery to the Company of a written agreement assuming such obligations of the Holder.

1.6Registration Procedures. In the case of the registration effected by the Company pursuant to this Agreement, the Company will keep the Holder advised in writing as to the initiation of each registration and as to the completion thereof. The Company will:

(a)Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Act with respect to the disposition of securities covered by such registration statement;

(b)Respond as promptly as reasonably practicable to any comments received from the SEC with respect to a registration statement or any amendment thereto;

(c)Notify the Holders as promptly as reasonably practicable and (if requested by any such persons) confirm such notice in writing no later than one trading day following the day (i) when a prospectus or any prospectus supplement or post-effective amendment to a registration statement is proposed to be filed and (ii) with respect to a registration statement or any post-effective amendment, when the same has become effective;

(d)Furnish such number of prospectuses and other documents incident thereto, including supplements and amendments, as the Holders may reasonably request;

(e)Furnish to the Holders, upon request, a copy of all documents filed with and all correspondence from or to the SEC in connection with any such registration statement other than non-substantive cover letters and the like;

(f)Use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a registration statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment; and

(g)Use its reasonable best efforts to comply with all applicable rules and regulations of the SEC.

Notwithstanding the foregoing, if at any time or from time to time after the date hereof, the Company notifies the Holders in writing of the existence of an event or circumstance that is not disclosed in the Registration Statement and that may have a material effect on the Company or its business (a “Potential Material Event”), the Holders shall not offer or sell any Registrable Securities, or engage in any other transaction involving or relating to the Registrable Securities, from the time of the giving of notice with respect to a Potential Material Event until the Company notifies the Holders that such Potential Material Event either has been added to the Registration Statement by amendment or supplement or no longer constitutes a Potential Material Event; provided, that the Company may not so suspend the right of Holders for more than one hundred twenty (120) days in the aggregate.

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1.7Statement of Beneficial Ownership. The Company may require each Holder to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially owned, including derivative instruments underlying Common Stock, by such Holder and the controlling person thereof and any other such information regarding the Holder, the Registrable Securities held by the Holder and the intended method of disposition of such securities as shall be reasonably required with respect to the registration of the Holder’s Registrable Securities. Each Holder hereby understands and agrees that the Company may, in its sole discretion, exclude the Holder’s shares of Common Stock from the Registration Statement in the event that the Holder fails to provide such information requested by the Company within the time period reasonably specified by the Company or is required to do so by law or the SEC.

1.8Compliance. Each Holder covenants and agrees that he, she or it will comply with the prospectus delivery requirements of the Act as applicable to such Holder in connection with sales of Registrable Securities pursuant to the registration statement required hereunder.

1.9Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Act of any of its Common Stock, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Holders (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Holders hereunder (“Rightsholders”)) written notice of such determination and, if within fifteen (15) days after receipt of such notice, a Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided that the Company shall not be required to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the Holder, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, a Holder must timely execute and deliver the usual and customary agreement among the Company, such Holder and the underwriters relating to the registration. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Holders requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Holders and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Agreement.

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2.Miscellaneous

2.1Any notice or other communication given hereunder shall be deemed sufficient if in writing and sent by registered or certified mail, return receipt requested, addressed to the Company, at Yinlips Digital Technology (Shenzhen) Co., Ltd, Room 2929-31, Nanguang JieJia Building, Futian District, Shenzhen, Guangdong, People’s Republic of China, Attention: Zhao Zifeng, with a copy to (which shall not constitute notice) K&L Gates LLP, 10100 Santa Monica Blvd., Seventh Floor, Los Angeles, California 90067, Attention: Thomas J. Poletti, Esq., and to the Holders at their respective addresses indicated on the signature page of this Agreement. Notices shall be deemed to have been given three (3) business days after the date of mailing, except notices of change of address, which shall be deemed to have been given when received.

2.2This Agreement may only be amended through a written instrument signed by the Holders, Podium and the Company.

2.3This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and assigns. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.

2.4Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be construed in accordance with and governed by the laws of the State of Delaware.

2.5This Agreement may be executed in counterparts. Upon the execution and delivery of this Agreement, this Agreement shall become a binding obligation of the parties hereto. This Agreement may be executed and delivered by facsimile.

2.6The holding of any provision of this Agreement to be invalid or unenforceable by a court of competent jurisdiction shall not affect any other provision of this Agreement, which shall remain in full force and effect.

2.7It is agreed that a waiver by either party of a breach of any provision of this Agreement shall not operate, or be construed, as a waiver of any subsequent breach by that same party.

2.8The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Agreement.

2.9The Company agrees not to disclose the names, addresses or any other information about the Holders, except as required by law, provided that the Company may provide information relating to the Holders as required in any registration statement under the Act that may be filed by the Company pursuant to the requirements of this Agreement.

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2.10The obligation of each Holder hereunder is several and not joint with the obligations of any other Holders (the “Other Holders”), and each Holder shall not be responsible in any way for the performance of the obligations of any Other Holders. Nothing contained herein or in any other agreement or document delivered at the Closing, and no action taken by a Holder pursuant hereto, shall be deemed to constitute the Holder and the Other Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holder and the Other Holders are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. Each Holder shall be entitled to protect and enforce the Holder’s rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any Other Holder to be joined as an additional party in any proceeding for such purpose. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. No Holder is acting as part of a “group” (as that term is used in Section 13(d) of the 1934 Act) in negotiating and entering into this Agreement or purchasing the Shares or acquiring, disposing of or voting any of the underlying shares of Common Stock. The Company hereby confirms that it understands and agrees that the Holders are not acting as part of any such group.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.

/s/ Richard Rappaport
Richard Rappaport
/s/ Anthony C. Pintsopoulos
Anthony C. Pintsopoulos
/s/ Kevin DePrimio
Kevin DePrimio
/s/ Jason Stern
Jason Stern
Amanda Rappaport Trust
By:	/s/ Richard Rappaport
Name:	Richard Rappaport
Title:	Trustee
Kailey Rappaport Trust
By:	/s/ Richard Rappaport
Name:	Richard Rappaport
Title:	Trustee
WestPark Financial Services, LLC
By:	/s/ Richard Rappaport
Name:	Richard Rappaport
Title:	Chief Executive Officer
SRKP 17, INC.		PODIUM TECHNOLOGY LIMITED
By:	/s/ Richard Rappaport	By:	/s/ Zhao Zifeng
Name:	Richard Rappaport	Name:	Zhao Zifeng
Title:	President	Title:	President

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SCHEDULE I

HOLDERS AND REGISTRABLE SECURITIES

	HOLDER	NO. OF SHARES  OUTSTANDING  BEING  REGISTERED	NO. OF SHARES BEING  REGISTERED THAT ARE  ISSUABLE UPON EXERCISE OF  OUTSTANDING WARRANTS
1.	Richard Rappaport	180,000	106,415
2.	Anthony C. Pintsopoulos	112,500	66,509
3.	Kevin DePrimio	39,375	23,278
4.	Jason Stern	22,499	13,302
5.	Amanda Rappaport Trust	50,625	29,929
6.	Kailey Rappaport Trust	50,625	29,929
7.	WestPark Financial Services, LLC	439,763	259,984
	TOTAL	895,387	529,346

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EX-10.6

SHARE AND WARRANT CANCELLATION AGREEMENT

THIS SHARE AND WARRANT CANCELLATION AGREEMENT (this “Agreement”) is made and entered into as of this 17^th day of October 2008 by and between SRKP 17, Inc., a Delaware corporation (“SRKP 17”) and the stockholders of SRKP 17, as set forth on Schedule I attached hereto (such stockholders collectively referred to herein as the “Stockholders”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Exchange Agreement (as hereinafter defined).

RECITALS

WHEREAS, SRKP 17, Podium Technology Limited, a company organized under the laws of the British Virgin Islands (“Podium”), and the sole shareholder and the warrantholders of Podium entered into a Share and Warrant Exchange Agreement, dated as of September 22, 2008 (the “Exchange Agreement”), a copy of which is attached hereto as Exhibit A;

WHEREAS, after the Exchange, SRKP 17 agreed to offer Mr. Zhao Zifeng a thirty (30) day right to purchase up to 6,500,000 shares of our common stock at a per share purchase price of $0.415 (the “Purchase Right”);

WHEREAS, SRKP 17 agreed to enter into an agreement with the Stockholders to cancel 0.91867 shares of common stock and warrants to purchase 0.98943 shares of common stock held by each of them for one (1) share of common stock purchased by Mr. Zhao pursuant to the Purchase Right;

WHEREAS, assuming the exercise in full of the Purchase Right, the Stockholders shall cancel (i) an aggregate of 5,971,390 shares of SRKP 17 common stock held by such Stockholders (the “Shares”), as such Shares are more particularly set forth on Schedule I attached hereto, and (ii) an aggregate of 6,431,299 warrants to purchase shares of SRKP 17 common stock held by such Stockholders (the “Warrants”), as such Warrants are more particularly set forth on Schedule II attached hereto; and

WHEREAS, the Stockholders acknowledge that they would benefit from the completion of the transactions contemplated by the Exchange Agreement.

NOW, THEREFORE, for and in consideration of the execution and delivery of the Exchange Agreement, and the payment of good and valuable consideration pursuant to the Exchange Agreement, the receipt and sufficiency of which is hereby acknowledged, SRKP 17 and the Stockholders, each intending to be legally bound by this Agreement, hereby agree as follows:

AGREEMENT

1. DUTIES

1.1 Rights and Obligations of the Parties. The parties shall be entitled to such rights and shall perform such duties as set forth herein. In the event that the terms of this Agreement conflict in any way with the provisions of the Exchange Agreement, the Exchange Agreement shall control.

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1.2 Cancellation of Shares and Warrants. Upon the exercise of the Purchase Right, for each one (1) share of common stock purchased by Mr. Zhao, 0.91867 of the Shares and 0.98943 of the Warrants shall be deemed automatically cancelled on a pro rata basis with respect to the Shares and Warrants held by each Stockholder. The Stockholders agree to execute any and all documents, including, but not limited to, stock powers for the stock certificates representing the Shares, as SRKP 17 reasonably determines necessary to effect the cancellation of the Shares and the Warrants pursuant to the terms of this Agreement.

2. DIVIDENDS; VOTING RIGHTS; STOCK SPLITS

2.1 Cash Dividends; Voting Rights. Prior to the exercise of the Purchase Right, the Stockholders shall have rights to cash or stock dividends with respect to the Shares and the Warrants, if any, and have rights to vote their respective Shares, if any such matter requiring stockholder approval shall arise.

2.2 Stock Splits; Stock Dividends. In the event of any stock split or other similar transaction with respect to SRKP 17 common stock that becomes effective prior to the exercise of the Purchase Right, the additional shares or warrants issued with respect to the Shares or the Warrants shall be similarly cancelled.

3. MISCELLANEOUS

3.1 Transferability. None of the rights and obligations of the Stockholders hereunder shall be transferable.

3.2 Notices. Any notices or other communications required or permitted under this Agreement shall be in writing and shall be sufficiently given if sent by (i) registered or certified mail, postage prepaid, addressed as follows, (ii) facsimile to the facsimile numbers identified below or (iii) overnight courier (such as UPS or FedEx), addressed as follows:

If to SRKP 17:

SRKP 17, Inc.

4737 North Ocean Drive, Suite 207

Lauderdale by the Sea, FL 33308

Attention: Richard Rappaport

Telecopy No.: (310) 843-9304

If to the Stockholders:

to the address set forth next to the name of each of the Stockholders in Schedule I.

or such other person or address as shall be furnished in writing by any of the parties and any such notice or communication shall be deemed to have been given as of the date so mailed.

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3.3 Construction. The validity, enforcement and construction of this Agreement shall be governed by the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

3.4 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, assigns and transferees, as the case may be.

3.5 Severability. If any provision or section of this Agreement is determined to be void or otherwise unenforceable, it shall not affect the validity or enforceability of any other provisions of this Agreement which shall remain enforceable in accordance with their terms.

3.6 Interpretation. The headings and subheadings contained in this Agreement are for reference only and for the benefit of the parties and shall not be considered in the interpretation or construction of this Agreement. This Agreement shall be construed and interpreted without regard to any rule or presumption requiring that it be construed or interpreted against the party causing it to be drafted.

3.7 Execution in Counterparts. This Agreement may be executed in any number of counterparts (including facsimile counterparts), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

3.8 Amendments. This Agreement may be amended from time to time but only by written agreement signed by all of the parties hereto.

3.9 Entire Agreement.This Agreement constitutes the entire understanding and agreement of the parties relating to the subject matter hereof and supersedes any and all prior understandings, agreements, negotiations and discussions, both written and oral, between the parties hereto with respect to the subject matter hereof.

[Signatures appear on following page]

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IN WITNESS WHEREOF, the parties have executed this Share and Warrant Cancellation Agreement as of the day and year first above written.

SRKP 17, INC.		STOCKHOLDERS
By:	/s/ Richard Rappaport	/s/ Debbie Schwartzberg
Name:	Richard Rappaport	Debbie Schwartzberg
Title:	President
		/s/ Thomas Poletti
		Thomas Poletti
		/s/ Richard Rappaport
		WestPark Financial Services, LLC
		By: Richard Rappaport
		Its: President
		/s/ Richard Rappaport
		Richard Rappaport
		/s/ Anthony Pintsopoulos
		Anthony Pintsopoulos
		/s/ Richard Rappaport
		Amanda Rappaport Trust
		By: Richard Rappaport
		Its: Trustee
		/s/ Richard Rappaport
		Kailey Rappaport Trust
		By: Richard Rappaport
		Its: Trustee
		/s/ Kevin DePrimio
		Kevin DePrimio
		/s/ Jason Stern
		Jason Stern

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/s/ Debbie Schwartzberg

The Julie Schwartzberg Trust dated 2/9/2000

By: Debbie Schwartzberg

Its: Trustee

/s/ Debbie Schwartzberg

The David N. Sterling Trust dated 2/3/2000

By: Debbie Schwartzberg

Its: Trustee

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Schedule I

Stockholders of SRKP 17, Inc.

	Stockholder		Shares to be cancelled per the terms of this Agreement		Pre-Purchase Right Shares		Post-Purchase Right Shares (assuming full exercise of the Purchase Right)
1.		Debbie Schwartzberg 785 5th Avenue , Apt 10C New York, NY 10022		841,468		1,000,000		158,532
2.		The Julie Schwartzberg Trust 785 5th Avenue , Apt 10C New York, NY 10022		84,147		100,000		15,853
3.		The David N. Sterling Trust 785 5th Avenue , Apt 10C New York, NY 10022		84,147		100,000		15,853
4.		Thomas Poletti 1900 Avenue of the Stars, Suite 310 Los Angeles, CA 90067		208,999		248,374		39,375
5.		WestPark Financial Services, LLC 1900 Avenue of the Stars, Suite 310 Los Angeles, CA 90067		2,334,216		2,773,979		439,763
6.		Richard Rappaport 1900 Avenue of the Stars, Suite 310 Los Angeles, CA 90067		955,420		1,135,420		180,000
7.		Anthony Pintsopoulos 1900 Avenue of the Stars, Suite 310 Los Angeles, CA 90067		597,139		709,639		112,500
8.		Amanda Rappaport Trust 1900 Avenue of the Stars, Suite 310 Los Angeles, CA 90067		268,713		319,338		50,625
9.		Kailey Rappaport Trust 1900 Avenue of the Stars, Suite 310 Los Angeles, CA 90067		268,713		319,338		50,625
10.		Kevin DePrimio 1900 Avenue of the Stars, Suite 310 Los Angeles, CA 90067		208,999		248,374		39,375
11.		Jason Stern 1900 Avenue of the Stars, Suite 310 Los Angeles, CA 90067		119,429		141,928		22,499
				5,971,390		7,096,390		1,125,000

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Schedule II

Warrantholders of SRKP 17, Inc.

	Warrantholder		Warrants to be cancelled per the terms of this Agreement		Pre-Purchase Right Warrants		Post-Purchase Right Warrants (assuming full exercise of the Purchase Right)
1.		Debbie Schwartzberg 785 5th Avenue , Apt 10C New York, NY 10022		906,277		1,000,000		93,723
2.		The Julie Schwartzberg Trust 785 5th Avenue , Apt 10C New York, NY 10022		90,628		100,000		9,372
3.		The David N. Sterling Trust 785 5th Avenue , Apt 10C New York, NY 10022		90,628		100,000		9,372
4.		Thomas Poletti 1900 Avenue of the Stars, Suite 310 Los Angeles, CA 90067		225,096		248,374		23,278
5.		WestPark Financial Services, LLC 1900 Avenue of the Stars, Suite 310 Los Angeles, CA 90067		2,513,995		2,773,979		259,984
6.		Richard Rappaport 1900 Avenue of the Stars, Suite 310 Los Angeles, CA 90067		1,029,005		1,135,420		106,415
7.		Anthony Pintsopoulos 1900 Avenue of the Stars, Suite 310 Los Angeles, CA 90067		643,130		709,639		66,509
8.		Amanda Rappaport Trust 1900 Avenue of the Stars, Suite 310 Los Angeles, CA 90067		289,409		319,338		29,929
9.		Kailey Rappaport Trust 1900 Avenue of the Stars, Suite 310 Los Angeles, CA 90067		289,409		319,338		29,929
10.		Kevin DePrimio 1900 Avenue of the Stars, Suite 310 Los Angeles, CA 90067		225,096		248,374		23,278
11.		Jason Stern 1900 Avenue of the Stars, Suite 310 Los Angeles, CA 90067		128,626		141,928		13,302
				6,431,299		7,096,390		665,091

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Exhibit A

Share and Warrant Exchange Agreement

8

EX-10.7

Shenzhen

Employment

Agreement

Prepared by Shenzhen Bureau of Labor and Social Security

(For full-time employees)

Party (Employer) : Yinlips Digital Technology (Shenzhen) Co. Ltd

Add : Room 2929, Nanguang Jiejia Building, Futian District, Shenzhen, PRC China

Legal representative (Principal) :         Zhao Zifeng              

Contact Person :      Zhao Zifeng                  

Form of Entity :      Wholly owned foreign enterprise           

Party (Employee) :                                        

Sex :          Tel :                          ID No. :                                          

Add :                                                                

This employment agreement is made and entered into by and between Employer (hereafter referred to as Party A) and Employee (hereafter referred to as Party B). As provided by Labor Law of the People’s Republic of China (hereafter referred to as Labor Law), Labor Contract Law of the People’s Republic of China (hereafter referred to Labor Contract Law) and other relevant laws and administrative regulations, on voluntary basis and equal standing, it is agreed by and between Party A and Party B as follows:

Article 1 Employment Term

1. Party A and Party B agree to choose the                     way below to determine the employment term.

(1) Fixed term: from             (year), commencing upon the              day of              ,              and ending on the              day of             ,              .

(2) Non-fixed term: commencing upon the              day of              ,              .

(3) Term of completion of certain work:

commencing upon the              day of             ,              till the work of has been completed. The sign of the completion of the work is                                                                                                                         .

2. Probationary period

The probationary period shall be                                            . (The probationary period is included in the employment term; if no probationary period, please fill in “No”.)

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Article 2 Job and place of work

Party B shall undertake the job of                                                                         .

The place of work is                                                                         .

Article 3 Working hour, rest and vocation

1. Party A and Party B agree to choose the                          way below to determine Party B’s working time.

(1) Standard working hours system: Party B shall work for              hours a day (not to exceed eight hours), and                          hours for a week (not to exceed forty hours), and at least one day rest per week.

(2) Irregular working hours system: after the examination and approval of the bureau of labor and social security, the parties may choose irregular working hours system.

(3) Comprehensive working hours system: after the examination and approval of the bureau of labor and social security, the parties may choose comprehensive working hours system.

2. If due to needs in production and operations, Party A may extend working hours. The parties shall abide by Article 41 of Labor Law in overtime working.

3. Party B shall enjoy statutory holidays, annual leave, wedding leave, maternity leave and funeral leave as provided by law.

4. Other rest and leave arrange for Party B                                                                         

Article 4 Salary

1. Party A shall establish its own salary distribution regulation, and shall inform Party B. The salary paid to Party B shall not be lower than the annual minimum wage standard of the locality.

2. Party B’s salary shall be                         RMB Yuan / month (Party B’s salary during probationary period shall be                         RMB Yuan / month.), or Party B’s salary shall be determined by                                                                                     .

3. Party A shall pay Party B his salary on the              of every month. Party B’s salary shall be paid in cash and shall be paid monthly at least.

4. Party B’s overtime pay, leave pay and pay for specific circumstances shall be paid according to relevant laws and regulations.

5. Other provisions on salary payment agreed by Party A and Party B:                                                             

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Article 5 Social insurance and welfare

1. Party A and Party B shall participate in social insurance schemes according to law, provincial and municipal regulations and pay social insurance fees.

2. Where Party B suffers from diseases or non-work-related injury, Party A shall arrange a medical treatment period for Party B and pay the medical subsidy fee for Party B according to law, or provincial and municipal regulations.

3. Where Party B suffers from occupational diseases, or work-related injury, Party A shall handle the occasion according to Laws of the People’s Republic of China on the Prevention and Treatment of Occupational Diseases and Regulation on Work-related Injury Insurance and other related laws and regulations.

4. Other welfares provided by Party A:                                                                                     

Article 6 Labor protection and working condition

1. To effectively protect Party B’s safety and health, Party A shall provide Party B with workshop whose condition shall comply with national health standards, and necessary labor protection articles according to the relevant state, provincial and municipal labor protection regulations.

2. Party A shall provide special labor protection for female and minor employees according to state, provincial and municipal regulations.

3. When undertaking the operation of                                                             , Party B may expose to the occupational diseases of                                                 , and Party A shall take the labor protection of                  , and organize Party B to go for body check-up(s) once / twice / (        ) times a year.

4. Party B has the right to refuse to engage in dangerous operations forced upon him by the management personnel of Party A in violation of the relevant regulations, and has the right to require Party A to stop the foresaid act or report the foresaid acts to administrative authority.

Article 7 Rules and regulations

1. The lawful rules and regulations stipulated by Party A shall be publicized to Party B.

2. Party B shall observe the laws and state, provincial and municipal regulations and the lawful rules and regulations stipulated by Party A, abide by the safety rule and ethics, timely fulfill his job assignments and improve his vocational skills.

3. Party B shall observe the laws and state, provincial and municipal regulations regulation on family planning.

Article 8 Modification

The modification of this agreement shall be agreed upon by both parties through negotiations and in written form. Each party shall hold a modified copy.

Article 9 Dissolution and termination of agreement

1. Party A and Party B may dissolve the agreement if they so agree upon negotiations.

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2. Party B may dissolve the agreement if he notifies Party A in writing 30 days in advance. During the probationary period, Party B may dissolve the agreement if he notifies Party A 3 days in advance.

3. Where Party A is under any of the following circumstances, Party B may notify Party A to dissolve the agreement:

(1) PartyA fails to provide labor protection or work conditions as stipulated in the agreement;

(2) Party A fails to timely pay the full amount of remunerations;

(3) Party A fails to pay security premiums for Party B;

(4) The rules and regulations stipulated by Party A are contrary to any law or regulation and impair the rights and interests of Party A;

(5) The agreement is invalid where Party A induced Party B to enter into or modify the agreement against Party B’s true intention by fraud or duress, or by taking advantage of Party B’s hardship;

(6) Party A disclaims its legal liability or denies Party B’s rights;

(7) Where Party A violates the mandatory provisions of law or administrative regulations; or

(8) Any other circumstances prescribed by other laws or administrative regulations that authorized Party B to dissolve the agreement.

4. If Party B forces Party A to work by the means of violence, threat, or illegally restraining personal freedom, or violates the safety regulations to order or force Party B to perform dangerous operations that endanger Party B’s personal life, Party B may immediately dissolve the agreement without notifying Party A in advance.

5. Where Party B is under any of the following circumstances, Party A may dissolve the agreement:

(1) It is proved that Party B does not meet the recruitment requirements during the probation period;

(2) Party B seriously violates the rules and regulations stipulated by Party A;

(3) Party B causes any severe damage to Party A because Party B seriously neglects his duties or seeks private benefits;

(4) Party B simultaneously enters other employment relationships with other employers and thus seriously affects his completion of his job assignment; or Party B refuses to make the ratification after Party A points out the problem;

(5) The agreement is invalid where Party B induced Party A to enter into or modify the agreement against Party A’s true intention by fraud or duress, or by taking advantage of Party A’s hardship; or

(6) Party B is under investigation for criminal liabilities according to law.

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6. Under any of the following circumstances, Party A may dissolve the agreement if it notifies Party B in writing 30 days in advance or after it pays the employee an extra month’s salary:

(1) Party B suffers from diseases or non-work-related injuries, and cannot resume his original position after the expiration of the prescribed time period for medical treatment, nor can he assume any other position arrange by Party A;

(2) Party B is incompetent to his position or remains incompetent after training or changing the position; or

(3) The objective situation, on which the conclusion of the agreement is based, has changed dramatically, and the agreement is unable to be performed and no amendment is reached after negotiations between Party A and Party B.

7. Under any of the following circumstances, if it is necessary to lay off 20 or more employees, or if it is necessary to lay off less than 20 employees but the layoff accounts for 10% or more of the total number of the employees, Party A shall make a statement to the labor union or all its employees 30 days in advance. After it has solicited the opinions from the labor union or of the employees, it may lay off the numbers of employees upon reporting the employee reduction plan to the labor administrative departments:

(1) It is under revitalization according to the Enterprise Bankruptcy Law;

(2) It encounters serious difficulties in production and business operation;

(3) The enterprise changes products, makes important technological renovation, or adjusts the methods of its business operation, and it is still necessary to lay off the number of employees after changing the employment agreement; or

(4) The objective economic situation, on which the employment agreement is based, has changed dramatically and Party B is unable to perform the agreement.

8. Under any of the following circumstances, the employment agreement may be terminate:

(1) The term of the agreement has expired;

(2) Party B has begun to enjoy the basic benefits of his pension;

(3) Party B is deceased, or is declared dead or missing by the People’s Court;

(4) Party A is declared bankrupt;

(5) Party A’s business license is revoked or Party A is ordered to close down its business or to dissolve its business entity, or Party A makes a decision to liquidate its business ahead of the schedule; or

(6) Other circumstances proscribed by other laws or administrative regulations.

Article 10 Pecuniary compensation

1. Under any of the following circumstances, Party A shall pay Party B pecuniary compensation.

(1) Party A terminates the agreement upon the negotiation with Party B as prescribed in sub-clause 1 of Article 9;

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(2) Party B terminates the agreement as prescribed in sub-clause 3 and 4 of Article 9;

(3) Party A terminates the agreement as prescribed in sub-clause 6 of Article 9;

(4) Party A terminates the agreement as prescribed in sub-clause 7 of Article 9;

(5) The agreement is terminated as prescribed in item 1 of sub-clause 8 of Article 9 except that Party A maintains the original condition or sets stringent condition for renewing the agreement and Party B does not agree to renew the agreement.

(6) The agreement is terminated as prescribed in item 4 and 5 of sub-clause 8 of Article 9;

(7) Any other circumstances prescribed by other laws or administrative regulations that authorized the pecuniary compensation.

2. Where the parties dissolve or terminate the agreement, the pecuniary compensation shall be paid as prescribed in Labor Contract Law and state, provincial and municipal regulations. Where Party A shall pay pecuniary compensation to Party B, it shall pay it when Party B completes the hand-over procedure.

Article 11 Procedure of Dissolution and termination of agreement

When the parties dissolve or terminate the agreement, they shall proceed to complete the hand-over procedures and Party A shall issue a written certification for Party B and transfer Party B’s archives and social insurance.

Article 12 Settlement of disputes

Where a labor dispute arises out of this employment agreement, it shall be settled through negotiation. If no settlement is reached upon negotiation, the parties concerned may apply with the labor dispute mediation committee or labor union of Party A for mediation or may apply with the labor disputes arbitration committee for arbitration. If no party raises an objection to the arbitration award, each party shall fulfill his respective obligations according to the arbitration award. If the arbitration award is not accepted, the case may be brought before the people’s court.

Article 13 Other provisions needed to be agreed by the parties:

Article 14 Miscellaneous

1. Where matters have not been provided in the agreement or provisions of this agreement conflict with the law and regulations in effect, the law and regulations in effective govern or prevail.

2. This agreement shall take effect where the parties set their hands or seals hereunto. The agreement is invalid if it is altered or being signed by other person without written authorization.

3. This agreement is made in duplication and each party will hold one copy.

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Party A (seal):	Party B (signature):
Legal representative
(Principal)
Date :	Date :

According to Article 10 and 16 of Labor Contract Law, a written employment agreement shall be concluded in the establishment of an employment relationship; an employment agreement shall be agreed with by the employer and the employee and shall come into effect after the employer and the employee affix their signatures or seals to the employment agreement, and each party shall hold one copy.

Upon receipt of this employment agreement,

Employee shall sign his signature here:

The date of receipt:

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[INFORMATION FOR PURPOSES OF FILING

WITH THE SECURITIES AND EXCHANGE COMMISSION]

SCHEDULE A

EXECUTIVE OFFICERS TO ENTER INTO THE AGREEMENT

· Zhao Zifeng, Chief Executive Officer and Chairman of the Board of Directors, is paid a monthly salary of RMB 11,000, which is approximately US$1,550.

· Simon Zhang, Chief Financial Officer, is paid a monthly salary of RMB 15,000, which is approximately US$2,150.

· Guo Mingguo, Vice President, is paid a monthly salary of RMB 7,500, which is approximately US$1,100.

· Wang Xinggui, Financial Controller, is paid a monthly salary of RMB 5,750, which is approximately US$800.

· Tang Yuchun, Secretary, is paid a monthly salary of RMB 5,000, which is approximately US$700.

· Li Shunde, Director of Research and Development, is paid a monthly salary of RMB 18,000, which is approximately US$2,600.

· Su Yang, Director of Marketing, is paid a monthly salary of RMB 3,500, which is approximately US$500. She also receives a commission based upon her sales performance.

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EX-10.8

Real Estate Purchase Contract

Seller (Party A) Name: Zhao Taisheng【ID No.】512922196310057958

Domicile: No. 90, West Street, Shengzhong Town, Nanbu County, Sichuang Province

Tel: 13603006208

Purchaser (Party B) Name: Yinlips Digital Technology (Shenzhen) Co., Ltd._

【Organization Code】72717975-0

Domicile: Room 2929, Jiejia Building, Shen South-mid road, Futian District, Shenzhen

Postal Code: 518033 Tel: 0755-83981433

This contract is entered into by and between Party A and Party B on August 15, 2006 and is to be governed by the Contract Law of the People’s Republic of China and it’s relevant laws and regulations. Whereas 1. Party A is the owner of the properties under this contract, and has the attained the approval of relevant rights holders; 2. Party A is willing to sell these properties; 3. Party B is willing to purchase these properties. It is agreed by and between the parties as follows:

Article1 Party A guarantees that it has full disposition rights of the properties, and ensures that there is no title disputes or debt disputes involving these properties.

Party A is liable for any title or debt disputes that may arise.

Article 2 Location and area of properties

1. The subject properties of this contract are located at Room 2929, 2931, 1822, 1609, Nanguang Jiejia Building, Shennan Zhong Road, Futian District, Shenzhen.

2. The total area of the properties is 242.56 m².

3. The corresponding land use rights shall be transferred together with the properties.

Article 3 Purchase Price

The purchase price shall be determined based on the property assessment value proposed by the appraisal company that is chosen and agreed by both parties (“the property assessment value”).

The deposit paid by Party B to Party A shall off set the purchase price.

The price of corresponding land use rights has been included in the total amount of the purchase price.

The price of public sites and construction is not calculated separately.

Article 4 Payment Terms.

The two parties have agreed to the following payment terms:

1. Party B shall pay a deposit of RMB900,000 (Nine hundred thousand Yuan) to Party A within thirty days from the date the contract is signed by both parties.

2. Party B shall pay the remaining purchase price during the period dated from September 14, 2006 to December 31, 2006.

Article 5 Delivery of properties and the title of properties.

1. Party A must deliver the properties to Party B within 15 days after Party B’s payment in full. Party B must pay in full all fees for water, electricity, property management, etc., by the property delivery date.

2. Party A represents and warrants that after Party B has paid for the properties in full, the title of the properties shall be transferred to Party B unconditionally.

Article 6 Breach of contract

1. Any balance remaining after the payment deadline set forth in the contract shall be subject to interest rate charges of 0.05%, calculated per day.

2. Should Party A fail to deliver the properties to Party B by the deadline set forth in the contract, Party A shall pay Party B 0.05% of the payment it has received per day as liquidated damage.

Article 7 Dispute Resolution

Any disputes arising from this contract shall be settled through negotiation. If no settlement is reached through negotiation, either party could bring the case to People’s Court where the properties are located.

Article 8 Special Agreement.

After delivery, in case the subject properties are levied upon or demolition, all the compensation shall be owned by Party B.

Article 9 Exemption

1. Neither party is liable for losses resulting from one or both parties’ failure to perform duties that were affected by force majeure. In case that one or both parties are impossible to perform the duties provided herein on account of force majeure or any losses arise due to force majeure, neither party is liable for the losses.

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2. Force majeure means the objectivity that “ is not foreseeable, avoidable and can be overcome”.

Article 10 Representation and Warranty

1. Party A represents and warrants that it has the full disposition rights of the subject properties.

2. Party B represents and warrants that it is its true willingness to purchase the subject property.

Article11 Any issues that have not been clarified in the contract shall be set forth in supplementary agreements which will have the same effect as this contract after being signed by both parties.

Article 12 Each party shall have a copy of this contract. The two copies have the same effect. The contract comes into effect on the date when both parties hereto set their hands hereunto.

Seller (Party A) Name: Zhao Taisheng	Purchaser (Party B) Name: Yinlips Digital
	Technology (Shenzhen) Co., Ltd.
Signature: /s/ Zhao Taisheng	Seal: [seal of the company]
ID No.: 512922196310057958	Organization Code: 727179750
Domicile: No. 90, West Street, ShengzhongU	Domicile: Room 2929, Jiejia Building, Shen
Town, Nanbu County, Sichuang Province	South h-mid road, Futian District, Shenzhen
Tel: 13603006208	Tel: 0755-83981433
Date: August 15, 2006	Date: August 15, 2006

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EX-10.9

Patent License Agreement

This Patent License Agreement (hereafter referred to as the “Agreement”) is by and between Zhao Zifeng (formerly known as Zhao Taisheng and hereafter referred to as “Licensor” or “Party A”) and Yinlips Digital Technology (Shenzhen) Co., Ltd, with an office at Room 2929, Nanguang Jiejia Building, Shen South-Mid Road, Futian District, Shenzhen, PRC China (hereafter referred to as “Licensee” or “Party B”) in Shenzhen. This Agreement is entered into effective as of October 4, 2008.

Recital

A. Party A is the owner of the three patents which may have applicability to Party B’s digital products;

B. Party B is a digital company, which has factory area of 3200 M², SMT equipments, and about 300 employees and Party B has knowledge of Party A’s patents;

C. The parties desire that Party A grant Party B an Exclusive License (defined below) for incorporation of the ornamental design, applications and implementations of Patented Technology (defined below) as claimed in Party A’s patents.

In consideration of the preceding recitals and of the following terms and conditions, the Parties agree as follows:

Article 1 Definitions

For the purpose of this Agreement, the following terms have the following meanings:

“Patents” means the ornamental designs presently owned by Licensor, granted by China State Intellectual Property Office, which are applicable to the manufacture of Licensed Products.

“Licensed Products” means any products produced by Licensee by incorporating the ornamental design as claimed in Patents pursuant to this Agreement, which include MP3 player and digital photo frame respectively.

“Technical Service” means the technical assistance, instruction, training and other services under the Agreement to be rendered by Licensor to Licensee with regarding to the implementation of the Patents.

“Exclusive License” means Licensee has the exclusive rights to make, use, sell or have made to implement the Patents during the duration, within the region and technology field prescribed in the Agreement, and Licensor and any other third party shall not implement the Patents.

Article 2 Grant of License

Party A grants Party B an Exclusive License within China under the Patent rights, to make, use, have made and sell Licensed Produces until the expiration of the last patent licensed under this Agreement.

Party B shall have the rights to further sub-license any patent rights under this Agreement to any third party after obtaining prior written consent from Party A.

Article 3 Patented Technology

The patented technology under this Agreement refers to the following patents (see the patent documents on Exhibit 1): ( 1 ) Patent MP3 player, with its patent No. ZL 2004 3 0074077.0, and expiration date August 31, 2014; ( 2 ) Patent MP3 player, with its patent No. ZL 2004 3 0074078.5, and expiration date August 31, 2014; and ( 3 ) Patent digital photo frame, with its patent No. ZL 2006 3 0018829.0, and expiration date September 17, 2016.

Article 4 Delivery of Technical Documents

Party A shall deliver all the patent documents prescribed in Article 3 along with the document list to Party B face-to face within seven (7) calendar days after the Agreement takes effect.

Article 5 Royalty

Party A grants Party B rights to Patents as described above in Article 2 on a royalty-free basis. During the duration of the Agreement, Party B shall pay the annual maintenance fees for the Patents pursuant to the Agreement.

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Article 6 Technical Service and Training

1. Within twenty (20) calendar days after the Agreement takes effect, Party A shall impart the patent technology and solve Party B’s technical problems concerning the implementation of the Patents.

2. Party A shall send qualified technical personnel to provide on-the-spot technical guidance, and give training course to Party B’s technical staff.

3. Party A shall ensure Party B’s technical staff have mastered the patented technology.

4. All costs concerning technical services and training shall be borne by Party B.

Article 7 Patent Markings

Party B agrees to mark in a conspicuous location all Licensed Products and the containers and packaging for any Licensed Product sold by Party B the word “Patent” or “Patents” and the number or numbers of at least one of the Patents as identified under Patented Technology in Article 3 above.

Article 8 Breach of Agreement and Claims of Damages

1. If Party A delays to deliver the Patent documents or provide technical services and training to Party A without justified reasons, and fails to perform the foresaid obligations within Party B must give prompt notice to Party A. Within twenty (20) calendar days after receiving such notice from Party B, Party A must cure such deficiency. Party B has the right to terminate the Agreement if Party A fails to cure.

2. If Party A implements the Patents pursuant to the Agreement itself or grants any other third party to implement the Patents pursuant to the Agreement, Party B has the right to request Party A to stop such implementation or license immediately, and has the right to terminate the Agreement.

If Party B grants the sublicense to other third parties without obtaining the prior written consent from Party A, Party A has the right to request Party A to stop such sublicense.

3. If Party B does not pay the annual maintenance fees for the Patents pursuant to the Agreement, Party A has the right to terminate the Agreement.

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Article 9 Infringement

1. During the duration of the Agreement, if any allegation of infringing the rights of a third party occurs, Party A shall be fully responsible for the matter. Party B must provide prompt notice to Party A upon receiving an infringement allegation from such third party. Party A shall indemnify Party B for its cost of defense and damages it sustained.

2. If any party has found a third party infringes the Patents pursuant to the Agreement, it shall promptly notify the other party. Party B, at its expense, has rights to enforce any patent exclusively licensed hereunder against infringement by third parties. Party B is entitled to retain recovery from such enforcement.

If Party B does not file suit against a alleged infringer of a patent within 4 months of knowledge thereof, then Party A may enforce any patent licensed hereunder on behalf of itself and Party B. Party A is entitled to retain recovery from such enforcement and Party B shall indemnify Party A for the cost of defense.

In any infringement suit or dispute, the parties agree to cooperate fully with each other. At the request and expense of the party bringing suit, the other party will permit access to all relevant personnel, records, papers, information, samples, specimens, etc., during regular business hours.

Article 10 The Patents Are Declared Invalidated

If all Patents pursuant to the Agreement are declared invalidated during the duration of the Agreement, the Agreement will be terminated automatically.

Article 11 Force Majeure

1. In case that one or both parties are impossible to perform the duties provide herein on account of Force Majeure (such as, fire, flood, earthquake, and war), the party in contingency shall:

(1) take measures to mitigate loss;

(2) immediately inform the other party of the occurrence of the Force Majeure;

(3) provide the certificate of non-performance which has been duly verified by competent authority during the Force Majeure period.

2. In case of Force Majeure, the agreement is delayed in performance in reasonable time.

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3. Should the Force Majeure event last more than 6 months consecutively, this Agreement will be terminated automatically.

Article 12 Settlement of Disputes

All disputes arising out of or concerning this Agreement or the performance hereof, shall be settled through negotiations. If the parties are not willing to settle the disputes through negotiation, or no settlements are reached through negotiation, any party can bring the case to Shenzhen Arbitration Commission.

This Agreement shall in all respects be governed by and construed in accordance with the laws of the People’s Republic of China.

Article 13 Effective date, Modification and Termination

1. This Agreement comes into effect when both parties hereto set their hands or seals, and the rights and obligations shall remain in effect until September 17, 2016, or termination of the Agreement.

2. The modification of this agreement shall be agreed upon by both parties in writing through negotiations.

3. If due to Party B, this Agreement can not be performed, it will be terminated automatically.

/s/ Zhao Zifeng	[seal of the company]
Licensor: Zhao Zifeng	Licensee: Yinlips Digital Technology (Shenzhen) Co., Ltd.

On October 4,2008

In Shenzhen, China

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EX-16.1

AJ. ROBBINS, P.C.

CERIFIED PUBLIC ACCOUNTANTS

216 SIXTEENTH STREET

SUITE 600

DENVER, COLORADO 80202

October 21, 2008

Untied States Securities and

Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Re: SRKP 17, Inc.

Dear Sir/Madam:

We have read Item 4.01 of the Form 8-K, dated October 17, 2008, of Yinlips Technology, Inc. (formerly known as SRKP 17, Inc. and hereinafter referred to as the “Company”), regarding the recent change of auditors. We agree with such statement made regarding our firm. We have no basis to agree or disagree with other statements made under Item 4.01.

Very truly yours,

AJ. Robbins, PC

By /s/ AJ Robbins

AJ. Robbins, CPA

EX-21.1

Exhibit 21.1

Subsidiaries of the Registrant

Subsidiary Name	Country
Podium Technology Limited	British Virgin Islands
Yinlips Digital Technology (Shenzhen) Co., Ltd.	People’s Republic of China