10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

FOR THE QUARTER ENDED SEPTEMBER 30, 2011

OR

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

For the transition period from ________to _________

Commission file number 0-18672

ZOOM TECHNOLOGIES, INC.
(Exact name of Registrant as Specified in its Charter)

 

Delaware	51-0448969
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

Headquarters:
Sanlitun SOHO, Building A, 11th Floor
No.8 Workers Stadium North Road
Chaoyang District, Beijing, China 100027

U.S. office:
136 First Street
Nanuet, NY 10954
(Address of principal executive offices including zip code)

(917) 609-0333
(Registrant's telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file reports), and (2) has been subject to such filing requirements for the past 90 days.
YES    x        NO    ¨ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     YES  x     NO  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer    ¨ Accelerated filer    ¨ Non-accelerated filer    ¨
(Do not check if a smaller reporting company) Smaller reporting company    x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES    ¨        NO    x

Applicable only to corporate issuers:

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: The number of shares of common stock, par value $0.01, outstanding as of November 10, 2011 is 22,312,545.

Zoom Technologies, Inc.
and Subsidiaries

FORM 10-Q

For September 30, 2011

TABLE OF CONTENTS

Part I.	Consolidated Financial Information
Item 1.	Consolidated Financial Statements (unaudited)	2
	Consolidated Balance Sheets as of September 30, 2011 (unaudited) and December 31, 2010 (audited)	2
	Consolidated Statements of Income and Other Comprehensive Income for The Three and Nine-Month Periods ended September 30, 2011 and 2010 (unaudited)	3
	Consolidated Statements of Cash Flows for The Nine-Month Periods ended September 30, 2011 and 2010 (unaudited)	4
	Notes to Unaudited Consolidated Financial Statements	6
Item 2.	Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations	35
Item 4.	Controls and Procedures	41
Part II.	Other Information
Item 1.	Legal Proceedings	42
Item 4.	Reserved	42
Item 5.	Other Information	42
Item 6.	Exhibits	42
Signatures		43
Exhibits		44

1

PART I — FINANCIAL INFORMATION

ITEM 1 Consolidated Financial Information - (unaudited)

ZOOM TECHNOLOGIES, INC., AFFILIATES & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

	September 30, 2011	December 31, 2010
ASSETS	(Unaudited)
Current assets
Cash and equivalents	$ 5,851,519	$ 6,374,103
Restricted cash	13,855,478	13,503,122
Accounts receivable, net	16,888,361	21,740,642
Inventories, net	2,296,478	1,955,458
Other receivables and prepaid expenses	444,511	432,205
Advance to suppliers	50,225,597	32,776,983
Notes receivable	940,930	746,922
Due from related parties	26,479,027	19,056,574
Revenue in excess of costs - R&D contracts	-	531,617
Deferred tax assets, net	246,486	103,419
Total current assets	117,228,387	97,221,045
Property, plant and equipment, net	4,135,079	4,949,920
Construction in progress deposit - related parties	10,111,867	9,790,700
Intangible assets	768,014	525,458
Goodwill	10,360,306	8,498,897
TOTAL ASSETS	$ 142,603,653	$ 120,986,020
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Short-term loans	$ 30,347,636	$ 21,945,664
Notes payable	26,148,896	25,318,370
Accounts payable	1,323,925	1,488,548
Accrued expenses and other payables	1,299,128	1,170,952
Advance from customers	2,019,302	301,014
Taxes payable	5,705,597	4,711,893
Interest payable	57,205	25,027
Dividends payable	618,998	599,338
Billings in excess of revenue - R&D contracts	88,010	-
Due to related parties	3,885,951	2,884,340
Total current liabilities	71,494,648	58,445,146
Long-term payables	290,000	580,000
Long-term loan	12,831	-
TOTAL LIABILITIES	71,797,479	59,025,146
COMMITMENTS
STOCKHOLDERS' EQUITY
Preferred stock: authorized 1,000,000 shares, par value $0.01
none issued and outstanding as of September 30, 2011	-	-
Common stock: authorized 35,000,000 shares, par value $0.01
Issued 15,886,237 shares and outstanding 15,884,557 shares;
and Issued 15,275,572 shares and outstanding 15,273,892
shares at September 30, 2011 and December 31, 2010
respectively	158,846	152,739
Shares to be issued	-	557
Subscription receivable	-	(61,200)
Deferred expenses	(70,827)	(227,226)
Additional paid-in capital	40,951,058	38,204,403
Treasury shares: 1,680 shares at cost	(7,322)	(7,322)
Statutory surplus reserve	682,528	682,528
Accumulated other comprehensive income	1,884,757	964,206
Retained earnings	24,054,182	19,030,933
TOTAL STOCKHOLDERS' EQUITY	67,653,222	58,739,618
Noncontrolling interest	3,152,952	3,221,256
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 142,603,653	$ 120,986,020

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

2

ZOOM TECHNOLOGIES, INC., AFFILIATES & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME
(UNAUDITED)

	Three Months Ended September 30		Nine Months Ended September 30
	2011	2010	2011	2010
Net revenues	$ 50,748,605	$ 72,155,779	$ 167,358,736	$ 166,011,921
Cost of goods sold	44,046,505	64,783,811	148,401,121	149,881,942
Gross profit	6,702,100	7,371,968	18,957,615	16,129,979
Operating expenses:
Sales and marketing	187,378	153,307	577,681	267,345
General and administrative	1,708,923	1,052,776	4,651,512	2,867,839
Research and development	1,410,797	689,682	4,459,110	689,682
Non-cash equity-based compensation	362,712	434,489	977,650	1,217,398
Total operating expenses	3,669,810	2,330,254	10,665,953	5,042,264
Income from operations	3,032,290	5,041,714	8,291,662	11,087,715
Other income (expenses)
Interest income	144,953	127,601	289,137	251,717
(Loss) on disposal of fixed assets	-	(62,823)	(8,487)	(64,850)
Government grant income	454	50,606	15,895	68,958
Other income	58,363	573	520,179	214,194
Interest expense	(720,064)	(324,087)	(1,695,087)	(1,006,362)
Exchange (loss)	(30,378)	(7,483)	(67,860)	(8,477)
Other expenses	(203,905)	(71,053)	(346,836)	(184,548)
Total other expenses	(750,577)	(286,666)	(1,293,059)	(729,368)
Income before income taxes and non-controlling interest	2,281,713	4,755,048	6,998,603	10,358,347
Income taxes	604,011	877,831	2,045,371	2,445,237
Income before noncontrolling interest	1,677,702	3,877,217	4,953,232	7,913,110
Less: Income (loss) attributable to
noncontrolling interest	(77,397)	75,948	(70,016)	181,491
Net income attributable to Zoom Technologies, Inc.	1,755,099	3,801,269	5,023,248	7,731,619
Foreign currency translation gain - Zoom Technologies, Inc.	175,224	420,112	920,551	531,115
Foreign currency translation gain - Noncontrolling interest	30,163	-	102,507	-
Comprehensive income Zoom Technologies, Inc.	$ 1,930,323	$ 4,221,381	$ 5,943,799	$ 8,262,734
Comprehensive income noncontrolling interest	$ (47,234)	$ 75,948	$ 32,491	$ 181,491
Basic and diluted earnings per common share:
Basic	$ 0.11	$ 0.29	$ 0.32	$ 0.68
Diluted	$ 0.11	$ 0.29	$ 0.32	$ 0.67
Weighted average common shares outstanding:
Basic	15,884,140	12,981,396	15,845,262	11,341,878
Diluted	15,906,606	13,094,204	15,939,214	11,483,631

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

3

ZOOM TECHNOLOGIES, INC., AFFILIATES & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

		Nine Months Ended September 30
		2011		2010
Cash flows from operating activities:
Income including noncontrolling interest	$	4,953,232	$	7,913,110
Adjustments to reconcile income including non-controlling interest to cash used in operating activities:
Depreciation and amortization		1,168,137		1,225,594
Non-cash equity-based compensation		977,650		1,217,398
Provision for inventory obsolescence		(69,484)		-
Loss on disposal of fixed assets		8,487		64,850
Deferred tax assets		(137,429)		348,410
Changes in operating assets and liabilities:
Accounts receivable		5,617,608		(18,657,090)
Inventories		(202,940)		(190,735)
Advances to suppliers		(16,462,684)		20,227,972
Prepaid expenses and other assets		38,596		(331,493)
Accounts payable		(232,497)		(64,483)
Advance from customers		1,546,012		271,692
Related parties-net		(8,004,040)		1,787,828
Accrued expenses and other current liabilities		795,132		1,804,297
Net cash provided by (used in) operating activities		(10,004,220)		15,617,350
Cash flows from investing activities:
Restricted cash		89,134		2,159,503
Cash paid for long-term investments		-		(500,000)
Purchase of property and equipment and other long-term assets		250,603		(9,941,004)
Proceeds from (payment on) notes receivable		(166,781)		593,798
Cash increase due to acquisition of subsidiaries		235,112		1,491,630
Net cash provided by (used in) investing activities		408,068		(6,196,073)
Cash flows from financing activities:
Issuance of shares for cash		174,154		1,044,833
Proceeds from short-term loans		30,713,438		28,064,338
Advance to related parties		(539,295)		(6,182,774)
Repayment on borrowing from related parties		(9,387,995)		(23,380,225)
Proceeds from (repayment on) notes payable		-		(4,489,120)
Collection on advance to related parties		1,242,087		86,284
Receipt from related parties		9,932,981		21,080,990
Repayments on short-term loans		(23,115,701)		(25,130,273)
Repayments on long-term loan		(7,224)		-
Net cash provided (used in) by financing activities		9,012,445		(8,905,947)
Effect of exchange rate changes on cash & equivalents		61,123		29,585
Net increase in cash and equivalents		(522,584)		544,915
Cash and equivalents, beginning balance		6,374,103		1,472,300
Cash and equivalents, ending balance	$	5,851,519	$	2,017,215

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

4

		Nine Months Ended September 30
		2011		2010
SUPPLEMENTARY DISCLOSURES:
Interest paid	$	933,614	$	992,067
Income tax paid	$	116,717	$	51,534
Non-cash investing and financing activities
Acquisition of 29.0% of TCB by issuing 2,462,576 shares	$	-	$	4,348,247
Acquisition of 100% of Silver Tech by issuing 1,342,599 shares		-		9,590,000
Acquisition of 100% of CDE by issuing 484,800 shares	$	1,818,000	$	-

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

5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ZOOM TECHNOLOGIES, INC., AFFILIATES & SUBSIDIARIES
SEPTEMBER 30, 2011 AND 2010 (UNAUDITED)

NOTE 1 — ORGANIZATION AND NATURE OF BUSINESS OPERATIONS

The Acquisition

On September 22, 2009, Zoom Technologies, Inc. ("Zoom or the "Company"), pursuant to the share exchange agreement dated January 28, 2009, (amended May 12, 2009) acquired all the outstanding shares of Gold Lion Holding Limited ("Gold Lion"), a company organized and existing under the laws of the British Virgin Islands ("BVI"). In connection with the share exchange, the Company spun off its then-existing business to its stockholders, by distributing and transferring all assets and liabilities of the subsidiary and issuing shares of its then operating subsidiary as a dividend to its stockholders.

The parties to the share exchange agreement were: (1) Zoom Technologies, Inc., (2) Tianjin Tong Guang Group Digital Communication Co., Ltd., ("TCB Digital") a company organized under the laws of the People's Republic of China, ("PRC"); (3) Zoom Telephonics, Inc., or Zoom Telephonics, a wholly owned subsidiary of Zoom; (4) Gold Lion, (5) Lei (Leo) Gu, a citizen of the PRC; and (6) Songtao Du, a citizen of the PRC.

Gold Lion owns 100% of the outstanding stock of Jiangsu Leimone Electronics Co., Ltd., ("Jiangsu Leimone"), a foreign investment enterprise organized under the laws of the PRC that engages in the manufacturing, R&D, and sales of electronic components for 3rd generation mobile phones, wireless communication circuitry, GPS equipment, and related software products. Jiangsu Leimone owned 51.03% of the outstanding stock of TCB Digital; until March 31, 2010 when Mr. Gu, the Chairman & CEO of the Company, exercised his option to purchase an additional 28.97% of TCB Digital and transferred such ownership to the Company resulting in an increase in our Company's ownership of TCB Digital to 80%. Gold Lion also owns 100% of Profit Harvest Corporation Ltd, ("Profit Harvest"), a marketing and sales company organized and existing under the laws of Hong Kong.

Mr. Gu owned 70.6% of the outstanding capital stock of Gold Lion and on March 31, 2010 exercised his option to purchase an additional 29.0% of the outstanding capital stock of TCB Digital.

Mr. Du owned 29.4% of the outstanding capital stock of Gold Lion, which was pledged to Mr. Wei Cao.

On September 22, 2009, pursuant to the share exchange agreement and approval of the majority of the stockholders of the Company, the Company acquired from the Gold Lion shareholders 100% of Gold Lion for 4,225,219 shares of Company common stock. As a result of this issuance, the former Gold Lion shareholders owned 69.3% of the outstanding stock of the Company and the transaction was recorded as a reverse acquisition. Prior to the reverse acquisition, the Company had 1,980,978 shares outstanding which were recapitalized as part of the reverse acquisition. Mr. Gu, who had an option to acquire an additional 29.0% of the outstanding capital stock of TCB Digital, pursuant to the share exchange agreement and the approval of the majority of the stockholders of the Company, agreed to provide Mr. Gu the option to exchange the 29.0% interest in TCB Digital for 2,402,576 shares of our common stock. As of March 31, 2010, Mr. Gu exercised this option (See Subsidiary details).

Simultaneous with the closing of the merger, the Company issued a dividend of 100% of the issued and outstanding stock of Zoom Telephonics to its stockholders of record immediately prior to the closing. We refer to this as the "spin-off". In connection with the spin-off, the Company distributed all of its current and future assets and liabilities related to Zoom to Zoom Telephonics, subject to certain licensing rights discussed below. Zoom's stockholders immediately prior to the closing retained their existing shares in Zoom and also received an equal number of new shares in Zoom Telephonics. After the merger and the spin- off, the Company and Zoom Telephonics became independent companies.

TCB Digital and Zoom Telephonics entered into a license granting TCB Digital rights to the "Zoom" and "Hayes" trademarks for certain products and geographic regions. Zoom and Zoom Telephonics also entered into a separation and distribution agreement that allocates responsibility for obligations arising before and after the spin-off, including, among others, obligations relating to taxes.

Our former directors, entered into founder lock-up agreements pursuant to which they agreed that during the one-year period commencing on the date of closing that each will not sell, transfer, assign, pledge or hypothecate, in any calendar month, greater than 3% of the shares of our common stock sold in the previous four calendar weeks.

6

On June 1, 2010, Zoom pursuant to a share exchange agreement (the "Agreement") dated April 29, 2010, acquired 100% of the shares of Nollec Wireless Company Ltd., ("Nollec Wireless") a mobile phone and wireless communication design company in Beijing, China (the "Acquisition").

The parties to the Agreement include: (1) Zoom Technologies, Inc.;(2) Silver Tech Enterprises, Ltd. ("Silver Tech"), a holding company founded in July 2005, organized and existing under the laws of the BVI, which owned 100% of Ever Elite Corporation, Ltd. ("Ever Elite"); (3) Ever Elite, a holding company founded in June 2007, organized under the laws of HK which owned 100% of Nollec Wireless; (4) Nollec Wireless, the operating company founded in June 2007, organized under the laws of the PRC; (5) Key Network Holdings, Ltd. ("KNH"), a BVI company, then owner of 76.8% of the outstanding stock of Silver Tech; and (6) Better Day Finance, Ltd. ("BDF"), a BVI company, then owner of 23.2% of the outstanding stock of Silver Tech.

Pursuant to the terms of the Agreement, the Company purchased 100% of the outstanding stock of Silver Tech from KNH and BDF, the existing shareholders of Silver Tech, for $10.96 million, comprised of $1.37 million in cash and 1,342,599 newly issued unregistered shares of common stock of Zoom valued at $9.59 million at the weighted average closing price of shares for 10 days prior and leading up to the agreement date. At the closing of the acquisition on May 31, 2010, the Company issued 1,342,599 shares and paid $500,000; the balance of $870,000 in cash will be paid in six equal installments over a period of three years, of which the Company paid $137,500 as of December 31, 2010 and $152,500 was included in other payables and $580,000 included in long-term payables. After the closing on June 1, 2010, Silver Tech, Ever Elite and Nollec Wireless became wholly owned subsidiaries of Zoom. We determined the acquisition of Silver Tech did not require the preparation and filing of audited financial statements of Silver Tech under Rule 3-05(b)(2)(i) of Regulation S-X.

On January 4, 2011, the Company acquired 100% ownership of Celestial Digital Entertainment, Ltd., ("CDE") a mobile platform video game development company based in Hong Kong. The consideration was $1,818,000 in common shares of the Company, and the number of shares was calculated by dividing the $1,818,000 by the higher of i) $3.75 per share or ii) the Volume Weighted Average Closing Price of the Company's shares for the 10 consecutive trading days leading up to the day before the date of the Share Exchange Agreement which was December 20, 2010. This resulted in the issuance of 484,800 shares to acquire CDE. CDE primarily focuses on development of video games and applications for mobile phones and mobile platforms. CDE has developed over 40 titles for the Apple iPhone and is one of the largest developers of iPhone applications in Asia. The Company's wholly-own subsidiary in Hong Kong, Profit Harvest, was the acquiring entity.

The Subsidiaries

Gold Lion was founded by Mr. Lei Gu ("Gu") in September 2002 in the BVI. Pursuant to an agreement dated June 30, 2007, Mr. Wei Cao ("Cao"), purchased from Gu 29.4% of the outstanding shares of the Company. Through a resolution of the Company on November 26, 2008, the Company's issued 705 shares to Gu and 294 shares to Mr. Songtao Du ("Du"), resulting in 1,000 issued and outstanding shares of Common Stock. Pursuant to a pledge agreement dated November 26, 2008, Du pledged his 294 shares to Cao, including all rights to such shares. As such, Gu and Cao jointly controlled 100% of Gold Lion.

On August 2, 2007, Gu founded Profit Harvest in Hong Kong, and in December 2008, 100% ownership of Profit Harvest was transferred to Gold Lion. Profit Harvest is the marketing arm of the company particularly for exports and subassemblies.

Pursuant to the capital injection agreement ("the CIA") by and among Tianjin Communication and Broadcasting Group Co., Ltd. ("TCBGCL"), TCBGCL Labor Union, Hebei Leimone Science and Technology Co., Ltd. ("Hebei Leimone"), Tianjin 712 Communication and Broadcasting Co., Ltd. ("712"), Beijing Depu Investment Co., Ltd. ("Beijing Depu") and other natural person shareholders on May 8, 2007 and a resolution of the shareholder's meeting on June 30, 2007, Hebei Leimone, a company controlled by Gu, acquired 25.1% of TCB Digital from TCBGCL Labour Union and various natural person shareholders for RMB9,000,000, equivalent to $1,286,000. Pursuant to this CIA, Hebei Leimone and Beijing Depu, the companies controlled by Gu and Cao respectively, were to invest RMB15,928,700 and RMB10,377,600 respectively in TCB Digital, bringing the total investment from Hebei Leimone and Beijing Depu to $4,679,111 (RMB35,306,300). After this investment was made as of June 30, 2007, Hebei Leimone and Beijing Depu held 36.0% and 15.0% respectively of TCB Digital, or 51.0% ownership in TCB Digital. Pursuant to an agreement dated June 30, 2007, Cao irrevocably pledged his 15.0% interest in TCB Digital through his ownership in Beijing Depu to Gu for a 29.4% stake in Gold Lion. As of March 31, 2010, Gu exercised his option to transfer an additional 29.0% of TCB Digital to the Company. The Company issued 2,402,576 common shares to Mr. Gu and his assignees as purchase consideration and 60,000 common shares to an investment banker as compensation for this transaction. The Company's ownership interest in TCB Digital was increased to 80% as at March 31, 2010. This transaction was recorded

7

under SFAS No. 160 (Included in ASC 810 "Consolidation") "Noncontrolling Interests in Consolidated Financial Statements", an amendment of ARB No. 51.with the excess of fair value of shares over the carrying value of minority interests was charged to additional paid in capital. During the three month period ended June 30, 2010, the Company issued 2,462,576 shares.

On November 30, 2007, Gold Lion and GD Industrial Company signed a share transfer agreement, pursuant to which, GD Industrial Company transferred 60% of Nantong Zong Yi Kechuang Digital Camera Technology Co., Ltd. ("Nantong Zong Yi") for $10,273 to the Company. In July 2008, Nantong Zong Yi changed its name to Jiangsu Leimone Electronic Co., Ltd. ("Jiangsu Leimone"). Before the acquisition, Jiangsu Leimone had no operating activities. In January 2008, the Company invested $5,074,226 (HK$38,800,000) in Jiangsu Leimone to increase the Company's ownership in Jiangsu Leimone to 80%. Pursuant to the share transfer agreement by and between Gold Lion and Nantong Zong Yi Investment Co., Ltd. dated November 26, 2008, the Company acquired the remaining 20% of Jiangsu Leimone from Nantong Zong Yi Investment Co., Ltd. for $103,214 (HK$800,000). After this transaction, the Company owned 100% of Jiangsu Leimone.

Pursuant to the share transfer agreement by and among Hebei Leimone, Beijing Depu Investment Co., Ltd and Jiangsu Leimone dated December 15, 2008, Hebei Leimone and Beijing Depu Investment Co., Ltd. transferred their 51.03% of TCB Digital to Jiangsu Leimone on December 30, 2008.

Because TCB Digital and Profit Harvest were under common control with the Company since July 2007 and August 2007, respectively, we combined their financials at historical cost with the Company from the dates the Company acquired control.

TCB Digital is a high technology company engaged in electronic and telecommunication product design, development, and manufacturing for OEM customers and for our own products under the brand name of "Leimone". TCB Digital started its business in 1999 and was originally established as an Electronic Manufacturing Service ("EMS") factory for mobile phone vendors. TCB Digital was Motorola's first independent outsource manufacturing vendor responsible for producing Motorola mobile phones in China. Moreover, TCB Digital was the first EMS factory in China to receive Motorola's International Quality Product and Qualification certificate. Since 2004, TCB Digital developed and produced GSM and CDMA mobile phones, wireless data modules and GPS equipment. Beginning in 2009, TCB Digital started to manufacture and market mobile phones under its own brand name of "Leimone"; and 2010, its product line also included 3G mobile handsets. TCB Digital is headquartered in Tianjin, China. TCB Digital's two main business operations are EMS for Original Equipment Manufacturer (OEM) customers and the design, production and sale of its own brand mobile phone products.

TCB Digital offers high quality and comprehensive EMS to both domestic and global customers, including, Samsung, Tianyu, CECT, Danahar and Spreadtrum. TCB Digital's primary products include mobile phones, wireless telecommunication modules, digital cameras, cable TV set-top boxes and GPS equipment. In addition, TCB Digital has developed various state-of-the-art mobile phones and Smartphones based on both of the main network technologies: Global System for Mobile Communications, or GSM, and Code Division Multiple Access, or CDMA, and beginning in 2010 also 3G capable products. Presently, TCB Digital markets its mobile phone products through distributors in China and also supplies GSM, CDMA and 3G mobile phones to major customers, including China Mobile Communications Corporation, or CMCC, China UNICOM and China Telecom. See "Information about TCB Digital" for more information.

Nollec Wireless primarily focuses on R&D of mobile phones, and hardware and software solutions for domestic Chinese and overseas customers. Its design team includes experienced engineers in the core technologies of wireless communication and mobile phone development. Nollec provides state of the art industrial, user inter-phase, mechanical and engineering designs and software and hardware integration. Its clients include certain domestic and international mobile phone manufacturers including Philips, Lenovo, Sonim, Gionee and Borqs.

CDE primarily focuses on development of video games and applications for mobile phones and mobile platforms. CDE has developed over 40 titles for the Apple iPhone and is one of the largest developers of iPhone applications in Asia.

On September 19, 2011, the Company incorporated Zoom USA Holdings, Inc. ("Zoom Sub"), to acquire Portables Unlimited (see Note 27).

8

NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Gold Lion Holding Ltd, its 100%-owned subsidiary Profit Harvest, its 100%-owned subsidiary Jiangsu Leimone, and its 80%-owned joint venture TCB Digital as of and for the year ended December 31, 2010 and 100%-owned subsidiary Silver Tech as of and for the seven months ended December 31, 2010. As of January 4, 2011, the Company completed its100% acquisition of Celestial Digital Entertainment. On September 19, 2011, the Company incorporated Zoom USA Holdings, Inc. to acquire Portables Unlimited ("Zoom Sub"). Therefore, the consolidated financial statements as of September 30, 2011 include TCB Digital, Jiangsu Leimone, Profit Harvest, Silver Tech, CDE and Zoom Sub, and their operating results for the nine and three months ended September 30, 2011.

Basis of Presentation

The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP"). For the Company's operating subsidiaries of JS Leimone, TCB Digital and Nollec Wireless, the functional currency is the Chinese Renminbi ("RMB"); the functional currency of Profit Harvest is United States Dollars ("USD" or "$"), and the functional currency of Ever Elite and CDE is Hong Kong Dollars ("HKD") However the accompanying consolidated financial statements were translated and presented in USD.

Use of Estimates

The preparation of consolidated financial statements in conformity with US GAAP 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 dates of the consolidated financial statements and the amount of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those results.

Risks and Uncertainties

The Company is subject to substantial risks from, among other things, intense competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history, foreign currency exchange rates and the volatility of public markets.

Comprehensive Income

The Company follows the provisions of ASC 220 "Reporting Comprehensive Income", previously SFAS No. 130, establishes standards for the reporting and display of comprehensive income, its components and accumulated balances in a full set of general purpose financial statements.

ASC 220 defines comprehensive income is comprised of net income and all changes to the statements of stockholders' equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders, including adjustments to minimum pension liabilities, accumulated foreign currency translation, and unrealized gains or losses on marketable securities.

Foreign Currency Transactions

The accounts of the Company's Chinese subsidiaries are maintained in the RMB and the accounts of the U.S. parent company are maintained in the USD. The accounts of the Chinese subsidiaries were translated into USD in accordance with Statement of Financial Accounting Standards ("SFAS") No. 52, "Foreign Currency Translation," (codified in Financial Accounting Standards ("FASB") Accounting Standards Codification ("ASC") Topic 810) with the RMB as the functional currency for the Chinese subsidiaries. According to SFAS 52, all assets and liabilities were translated at the exchange rate on the balance sheet date, stockholders' equity is translated at historical rates and statement of operations items are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with SFAS No. 130, "Reporting Comprehensive Income" (codified in FASB ASC Topic 220). Gains and losses resulting from the translations of foreign currency transactions and balances are reflected in the income statement.

9

Translations adjustments resulting from this process are included in accumulated other comprehensive income in the stockholders' equity were $1,884,757 and $964,206 as of September 30, 2011 and December 31, 2010, respectively.

Cash and Equivalents

For Statement of Cash Flows purposes, the Company considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. The Company maintains cash with various banks and trust companies located in China. Cash accounts are not insured or otherwise protected. Should any bank or trust company holding cash deposits become insolvent, or if the Company is otherwise unable to withdraw funds, the Company would lose the cash on deposit with that particular bank or trust company.

Accounts Receivable

The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Accounts are written off against the allowance when it becomes evident collection will not occur. For the contracted manufacturing activities, our standard terms for accounts receivable from our customers are between 60 to 75 days from close of the billing cycle; and for sales of own brand phones our terms include prepaid arrangements and extending receivable to customers up to 60 days. We also offer credit terms of up to 150 days in our trading activities to a certain customer. As of September 30, 2011 and December 31, 2010, management estimated allowance for bad debt based on its evaluation (see Note 5).

Inventories

Inventories are stated at the lower of cost or market. Cost is determined on a weighted average basis and includes all expenditures incurred in bringing the goods to the point of sale and putting them in a saleable condition. In assessing the ultimate realization of inventories, the management makes judgments as to future demand requirements compared to current or committed inventory levels. Our reserve requirements generally increase as our projected demand requires; or decrease due to market conditions and product life cycle changes. The Company estimates the demand requirements based on market conditions, forecasts prepared by its customers, sales contracts and orders in hand.

In addition, the Company estimates net realizable value based on intended use, current market value and inventory ageing analyses. The Company writes down inventories for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventories and their estimated market value based upon assumptions about future demand and market conditions. Historically, the actual net realizable value has been close to management's estimate.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Gains or losses on disposals are reflected as gain or loss in the year of disposal. All ordinary repair and maintenance costs are expensed as incurred. Expenditures for maintenance and repairs are expensed as incurred. Major renewals and betterments are charged to the property accounts while replacements, maintenance and repairs, which do not improve or extend the lives of the respective assets, are expensed in the current period. 

Depreciation for financial reporting purposes is provided using the straight-line method over the estimated useful lives of assets as set out below.

Machinery and equipment	4-6 years
Electronic equipment	4-6 years
Workshop and assembling line	5 years
Transportation equipment	4-6 years

10

Capitalized Interest

Interest associated with major development and construction projects is capitalized and included in the cost of the project. When no debt is incurred specifically for a project, interest is capitalized on amounts expended on the project using weighted-average cost of the Company's outstanding borrowings. Capitalization of interest ceases when the project is substantially complete or development activity is suspended for more than a brief period.

Impairment of Long-lived Assets

In accordance with ASC 360, "Property, Plant and Equipment", previously SFAS No. 144, the Company reviews the carrying values of long-lived assets, including property, plant and equipment and other intangible assets, whenever facts and circumstances indicate that the assets may be impaired. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net undiscounted cash flows expected to be generated by the asset. If an asset is considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs of disposal. The Company performed annual reviews of long-lived assets and management concluded that for 2011 there was no impairment.

Goodwill

The Company recognizes goodwill for the excess of the purchase price over the fair value of the identifiable net assets of the business acquired. ASC 350 "Intangible Assets-Goodwill and Other", previously SFAS No. 142, an impairment test for goodwill is undertaken by the Company at the reporting unit level annually, or more frequently if events or changes in circumstances indicate that goodwill might be impaired. As of September 30, 2011 and December 31, 2010 (audited), the Company did not record any impairment of goodwill.

Revenue Recognition

The Company recognizes sales in accordance with the U.S. Securities and Exchange Commission ("SEC") Staff Accounting Bulletin ("SAB") No. 104, "Revenue Recognition in Financial Statements" (FASB ASC Topic 605), "Revenue Recognition."

The Company recognizes revenue when the following criteria are met:

(i) persuasive evidence of an arrangement exists;

(ii) delivery has occurred or services were rendered;

(iii) the price to the customer is fixed or determinable and,

(iv) collection of the resulting receivable is reasonably assured. Revenue is not recognized until title and risk of loss is transferred to the customer, which occurs upon delivery of goods, and objective evidence exists that customer acceptance provisions were met.

The Company bases its estimates on historical experience taking into consideration the type of products sold, the type of customer, and the type of specific transaction in each arrangement. Revenues represent the invoiced value of goods, net of value added tax ("VAT").

The Company does not offer promotional payments, customer coupons, rebates or other cash redemption offers to its customers. Deposits or advance payments from customers prior to delivery of goods and passage of title of goods are recorded as advanced from customers.

11

The Company's subsidiary, Nollec Wireless is in the mobile phone design, software integration and mobile solution R&D business, Nollec Wireless, recognizes revenue under the percentage of completion method ASC Topic 605-35-25 (Construction - Type and Production - Type Contracts) when reasonably dependable estimates can be made and all the following conditions exist:

1. Contracts executed by the parties normally include provisions that clearly specify the enforceable rights regarding goods or services to be provided and received by the parties, the consideration to be exchanged, and the manner and terms of settlement.
2. The buyer can be expected to satisfy all obligations under the contract.
3. The contractor can be expected to perform all contractual obligations.

Estimates of cost to complete is reviewed periodically and revised as appropriate to reflect new information. When the current estimates of total contract revenue and contract cost indicate a loss, a provision for the entire loss on the contract is made.

Income is recognized as the percentage of estimated total income, and is determined by dividing incurred costs to date by estimated total costs after giving effect to adjustments, if any, in estimates of costs to completion based upon the most recent information. Percentage of completion is based on labor hours incurred to date divided by total estimated labor hours for the contract.

Royalty income on sales of licensed products by its customers is recorded when the customers report sales to the Company. Royalty income is reported monthly and recorded in the period in which the product is sold. The Company has the right to audit the books of the licensees.

The Company's subsidiary, CDE is in the business of video games and applications for mobile phones and mobile platforms development. Revenue is recognized in accordance with ASC 985-605-55-125. Cost of Software Development Revenue is accounted for under ASC 985-20 to be sold, leased or otherwise marketed.

CDE capitalizes cost of development of software for hosting purpose in accordance with ASC subtopic 350-40 ("ASC 350-40"), Intangibles-Goodwill and Other: Internal-Use Software (Pre-codification: Statement of Position ("SOP") No. 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use). As such, CDE expenses all costs that are incurred in connection with the planning and implementation phases of development and costs that are associated with repair or maintenance. Costs incurred in the development phase are capitalized and amortized over the estimated product life. Since the inception of CDE, the amount of costs qualifying for capitalization has been insignificant and as a result all internally used software development costs have been expensed as incurred.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740 "Income Taxes", previously SFAS No. 109. Under this method, deferred income taxes are recognized for the estimated tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts and each year-end based on enacted tax laws and statutory rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established to reduce deferred tax assets to the amount expected to be realized when, in management's opinion; it is more likely than not that some portion of the deferred tax assets will not be realized. The provision for income taxes represents current taxes payable net of the change during the period in deferred tax assets and liabilities.

Operating Leases

Leases where substantially all the rewards and risks of ownership of assets remain with the leasing company that do not meet the capitalization criteria of ASC 840 "Leases", previously SFAS No. 13, are accounted for as operating leases. Rental payables under operating leases are expensed on the straight-line basis over the lease term.

Research and Development Costs

Research and development costs are related primarily to the development of cell phone technology, video games and applications for mobile phones and mobile platforms development. Research and development costs are expensed as incurred.

12

Earnings Per Share

The Company reports earnings per share in accordance with the provisions of ASC 260 "Earnings Per Share", previously SFAS No. 128. ASC 260 requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock using the treasury method.

Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company's net income (loss) position at the calculation dates.

Fair Values of Financial Instruments

ASC 820 "Fair Value Measurements and Disclosures", previously SFAS No. 157, adopted January 1, 2008, defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for current receivables and payables qualify as financial instruments. Management concluded the carrying values are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their stated interest rate approximates current rates available. The three levels are defined as follows:

• Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

• Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

• Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

The assets measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 as of September 30, 2011 are as follows:

	Carrying value		Active markets For identical Assets
	2011		(Level 1)
Cash and equivalents	$	5,851,519	$	5,851,519
Restricted cash	$	13,855,478	$	13,855,478

The Company's financial instruments include cash and equivalents, restricted cash, accounts receivable, advances, notes receivables, other receivables, accounts payable, notes payable. Cash and equivalents consist primarily of high rated money market funds at a variety of well-known institutions with original maturities of three months or less. Restricted cash represents time deposits on account to secure short-term bank loans and notes payable (Note 14). Management estimates the carrying amounts of the non related party financial instruments approximate their fair values due to their short-term nature.

13

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and equivalents, trade and bills receivables, advance to suppliers and due from related parties. As of September 30, 2011 and December 31, 2010, substantially all of the Company's cash and equivalents and restricted cash were held by major financial institutions located in the PRC, which management believes are of high credit quality. With respect to trade and notes receivables, the Company extends credit based on an evaluation of the customer's financial condition. The Company generally does not require collateral for trade receivables and maintains an allowance for doubtful accounts. The Company's advance to suppliers and due from related parties are subject to credit risk that such advances and dues will not result in receipt of goods and paid on time respectively. The Company selects its suppliers based on certain criteria including past working relationship, financial condition, market reputation andreferrals. Similarly the Company monitors the credit worthiness of related parties by reviewing their financial position and results of operations and their relationship with us through common shareholders.

Notes receivable are undertaken by the banks to honor the payments at maturity and the customers are required to place deposits with the banks equivalent to certain percentage of the notes amount as collateral. These notes receivable can be sold to any third party at a discount before maturity. Historically the Company does not maintain an allowance for notes receivable and generally the payments are honored by the banks at maturity.

Non-controlling Interests

The Company follows ASC 810, previously SFAS No. 160 "Non-controlling Interests in Consolidated Financial Statements-reported in equity" for reporting non-controlling interest ("NCI") in a subsidiary. As a result, the Company reports NCI as a separate component of Stockholders' Equity in the Consolidated Balance Sheet. Additionally, the Company reports the portion of net income and comprehensive income attributed to the Company and NCI separately in the Consolidated Statement of Income.

Statement of Cash Flows

In accordance with ASC 230, "Statement of Cash Flows", previously SFAS No. 95, cash flows from the Company's operations are calculated based upon the local currencies. As a result, amounts related to assets and liabilities reported on the statement of cash flows may not necessarily agree with changes in the corresponding balances on the balance sheet.

Reclassification

Certain prior year amounts were reclassified to conform to the manner of presentation in the current period. The Company reclassified "Revenue in excess of costs" related to R&D contracts in progress to current assets for the period ended December 31, 2010.

Recent Accounting Pronouncements

In June 2011, FASB issued ASU 2011-05, Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income. Under the amendments in this update, an entity has the option to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income and a total amount for comprehensive income. In a single continuous statement, the entity is required to present the components of net income and total net income, the components of other comprehensive income and a total for other comprehensive income, along with the total of comprehensive income in that statement. In the two-statement approach, an entity is required to present components of net income and total net income in the statement of net income. The statement of other comprehensive income should immediately follow the statement of net income and include the components of other comprehensive income and a total for other comprehensive income, along with a total for comprehensive income. In addition, the entity is required to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s) where the components of net income and the components of other comprehensive income are presented. The amendments in this update should be applied retrospectively and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company is currently assessing the effect the adoption of this pronouncement will have on its financial statements.

NOTE 3 - MERGER AND ACQUISITION

The Company acquired 100% equity in Silver Tech on May 31, 2010. As of May 31, 2010, the net assets of Silver Tech were $2,564,160. The purchase consideration was $10,960,000 which resulted in goodwill of $8,395,840.

Silver Tech's subsidiary Nollec Wireless primarily focuses on R&D for mobile phones, and hardware and software solutions for domestic Chinese and overseas customers. Its design team includes experienced engineers in the core technologies of wireless communication and mobile phone development. Nollec provides state of the art industrial, user inter-phase, mechanical and engineering designs and software and hardware integration.

14

The Company acquired 100% ownership of CDE on January 4, 2011. As of January 4, 2011, the net assets of CDE were $(43,409). The purchase consideration was $1,818,000 which resulted in goodwill of $1,861,410.

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed from CDE as of the date of acquisition on January 4, 2011.

Cash	$	235,112
Other receivables	5,895
Prepaid expenses	3,259
Accounts receivable	8,413
Fixed assets	6,565
Goodwill	1,861,409
Short-term loan	(20,075)
Accounts payable	(990)
MPF payable	(1,758)
Due to related party	(277,774)
Accrued expenses	(2,056)
Purchase price	$	1,818,000

No proforma information is presented as acquisition of CDE at the beginning of January 1, 2011 did not result in any significant fluctuation in our net revenue and net income.

The following table summarizes goodwill as of September 30, 2011 resulting from the acquisitions of Jiangsu Leimone, Silver Tech and CDE:

Jiangsu Leimone	$	103,057
Silver Tech	8,395,840
CDE	1,861,409
Total goodwill	$	10,360,306

There was no impairment of goodwill as at September 30, 2011 and December 31, 2010.

NOTE 4 - RESTRICTED CASH

Restricted cash was deposits in banks as collateral for the banks to issue banker's acceptances. Restricted cash may not be recovered when the secured notes payable cannot be paid (see Note 14).

NOTE 5 - ACCOUNTS RECEIVABLE

As of September 30, 2011 and December 31, 2010, the Company's accounts receivable consisted of the following:

	September 30, 2011		December 31, 2010
			(Audited)
Accounts receivable	$	17,730,682	$	21,849,996
Less: Allowance for doubtful accounts		(842,321)		(109,354)
Accountants receivable, net	$	16,888,361	$	21,740,642

15

NOTE 6 - INVENTORIES

Inventories, by major categories, as of September 30, 2011 and December 31, 2010 were as follows:

	September 30, 2011		December 31, 2010
			(Audited)
Raw materials	$	1,371,537	$	1,167,414
Low value consumables	-		15,376
Finished goods		924,941			903,096
		2,296,478			2,070,510
Less: Allowance for obsolete inventories		-			(115,052)
Inventories, net	$	2,296,478	$		1,955,458

NOTE 7 - ADVANCE TO SUPPLIERS

As of September 30, 2011 and December 31, 2010, the Company's advance to suppliers consisted of the following:

	September 30, 2011		December 31, 2010
			(Audited)
Yuechangrui	$	23,492,974	$	-
Media Tak Inc.	122,894		-
CEC CoreCast Technology Co., Ltd. ("CECCC")		9,407,976		7,734,980
Shenzhen Nanxin Communication Equipment Co., Ltd.		781,030		-
Shenzhen Futian District Longchengfa Electronic Co., Ltd.		624,824		-
Shenzhen Baoan District Shiyan Jixintong Commercial & Trade Co. ("SBDSJCTC")				6,851,051
Tsingtao Hisense Portable Communication Tech Co.,Ltd.				245,762
Shenzhen United Lifeng Supply Chain Management Co., Ltd.		233,999		-
Shenzhen Wuxing Commercial & Trade Co.		8,310,597		3,729,695
Shenzhen Fudian District Longchengfa Electronic Commercial Co.				604,979
Jiangxi TongGuJiangQian		478,000		-
Foshan Import and Export		1,788,985		-
Dewav Technology		877,650		-
Foshan Tianjia Import		2,513,000		-
YTone		538,930		-
Konka		332,110		-
Others		722,628		555,825
Total advance to suppliers	$	50,225,597	$	32,776,983

The Company made bank note payments to CECCC in advance of purchasing of material and the amounts as mentioned above are scheduled to deliver materials between December 20, 2011 and March 20, 2012. The advance payments are intended to ensure preferential pricing.

The Company purchased parts for mobile phone manufacturing from SBDSJCTC which delivered those parts to the Company with the balance of funds completely returned as of September 30, 2011.

The Company purchased mobile phones components and sub-assemblies from Yuechangrui with delivery terms range from three to nine months from the date of payment.

The Company signed a purchase agreement with Shenzhen Wuxing Commercial & Trade Co. for the supply of components for the E33 mobile phone. These components are to be delivered during the fourth quarter of 2011 and the first quarter of 2012.

16

NOTE 8 - OTHER RECEIVABLES & PREPAID EXPENSES

As of September 30, 2011 and December 31, 2010, the Company's other receivables and prepaid expenses consisted of the following:

	September 30, 2011		December 31, 2010
			(Audited)
Advance to employees	$	47,217	$	64,737
Deposit for equipment lease	208,361		49,730
Prepaid expenses		11,833		36,982
Prepaid interest expenses	93,723
Subsidy receivable	29,272
Other	54,105		79,875
Total other receivables	$	444,511	$	432,205

The deposit for equipment lease is recoverable within one year.

NOTE 9 - PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment as of September 30, 2011 and December 31, 2010 consisted of the following:

	September 30, 2011		December 31, 2010
			(Audited)
Machinery and Equipment	$	9,308,198	$	9,000,562
Electronic Equipment	2,415,298		1,693,094
Transportation Equipment		181,194		175,439
Workshop reconstruction		158,862		60,755
Leasehold improvements		132,415		120,516
Computer equipment		96,039		-
Office equipment		128,464		120,560
		12,420,470		11,787,579
Less: Accumulated depreciation		(8,285,391)		(6,837,659)
Total property, plant and equipment, net	$	4,135,079	$	4,949,920

Depreciation for the nine months ended September 30, 2011 and 2010 was $1,130,038 and $1,216,916 respectively. The depreciation for the three months ended September 30, 2011 and 2010 was $365,422 and $420,434 respectively.

NOTE 10 - RESEARCH ANDH DEVELOPMENT CONTRACTS IN PROGRESS

	September 30, 2011		December 31, 2010
			(Audited)
Revenue in excess of costs	$	-	$	531,617
Billings in excess of revenue		88,010		-

Research and development contracts in progress include cost plus profit attributable to mobile phone development contracts in progress. Cost to date is calculated based on the value of man-month engineering costs and related overhead expenses.　 Company's R&D cost as at September 30, 2011 and December 31, 2010 was $0.20 million and $1.24 million respectively while its progress billings were $0.28 million and $0.71 million respectively.

17

NOTE 11 - CONSTRUCTION IN PROGRESS DEPOSIT - RELATED PARTIES

	September 30, 2011		December 31, 2010
			(Audited)
Manufacturing plant	$	10,111,867	$	9,790,700

The Company signed an agreement with Leimone (Tianjin) Industrial Co., Ltd. ("Tianjin Leimone") to construct a manufacturing plant on June 26, 2010 for RMB 99,591,000 ($15,063,000). The contract includes land use rights for 46,021 square meters and construction space of 21,029 square meters. As of September 30, 2011 and December 31, 2010, the amount paid to Tianjin Leimone was RMB 64,734,150 ($10,111,867) and RMB 64,734,150 ($9,790,700) respectively and is recorded as construction in progress deposit, as ownership of the premise will not be transferred to the Company until construction is completed. The Company anticipates construction to be completed by the fourth quarter of 2011.

NOTE 12 - INTANGIBLE ASSETS

As of September 30, 2011 and December 31, 2010, the Company's intangible assets were summarized as follows:

	Useful life	September 30, 2011		December 31, 2010
				(Audited)
Software	3 years	$	192,106	$	30,448
Domain name, logo & trade mark (from related party)	Indefinite	349,600		349,600
Technology use right	1 year	124,705
Patent techniques	10 years	180,310		174,583
Total cost			846,721		554,631
Less: Total accumulated amortization			(78,707)		(29,173)
Intangible assets, net		$	768,014	$	525,458

Intangible assets are stated at cost less accumulated amortization. The Company acquired domain name "zoom.com" and related logo & trade name for 80,000 shares of common stock valued $349,600 as of the date of purchase. The domain name, logo and trademark have indefinite lives and no amortization was recorded. The amortization of intangible assets for the nine months ended September 30, 2011 and 2010 was $42,446 and $9,230 respectively. The amortization of intangible assets for the three months ended September 30, 2011 and 2010 was $21,840 and $7,186 respectively. The estimated amortization for the next five years as of September 30, 2011 and thereafter is expected to be as follows by years:

2012	$	196,380
2013	76,853
2014	44,733
2015		18,031
2016		18,031
Thereafter		64,386
Total	$	418,414

18

NOTE 13 - SHORT-TERM LOANS

Short-term loans are due to various financial institutions which are normally due within one year. As of September 30, 2011 and December 31, 2010, the Company's short term loans consisted of the following:

	September 30, 2011		December 31, 2010
			(Audited)
Bank of Communication Tianjin Branch ("BOCTB"), due from March 8, 2010 to January 7, 2011 with floating interest, guaranteed by TCBGCL - related party	$	-	$	3,024,895
BOCTB, due from June 28, 2010 to June 27, 2011 with floating interest, guaranteed by TCBGCL - related party		-		3,024,895
BOCTB, due from June 10, 2010 to June 9, 2011 with floating interest, guaranteed by TCBGCL - related party		-		3,024,895
BOCTB, due from August 18, 2010 to August 17, 2011 with floating interest, mortgaged by fix assets		-		1,119,211
BOCTB, due from November 3 to August 2, 2011 with benchmark interest rate plus 10%, guaranteed by TCBGCL - related party		-		4,537,342
BOCTB, due from December 8, 2010 to June 8, 2011, interest adjusted to the preferred interest rate as of the due date, guaranteed by Leimone (Tianjin) Industrial Co., Ltd. - related party		-		1,659,530
Northern International Trust & Investment Co., Ltd, due from October 13, 2010 to October 12, 2011 with interest at 8.400%, guaranteed by Small & Medium Enterprises Guarantee Center		1,874,473		1,814,937
China Bohai Bank, due from June 4, 2010 to June 3, 2011 with floating interest, Guaranteed by Tianjin Zhonghuan Electronic Communication Group.		-		3,024,895
BOCTB, due from July 4, 2011 to July 3, 2012 with benchmark interest rate plus 5%, guaranteed by TCBGCL - related party		3,124,121		-
BOCTB, due from June 20, 2011 to June 16, 2012 with benchmark interest rate plus 5%, guaranteed by TCBGCL - related party		3,124,121		-
BOCTB, due from June 14, 2011 to June 13, 2012 with benchmark interest rate plus 5%, guaranteed by TCBGCL - related party		3,061,640		-
BOCTB, due from August 18, 2011 to August 17, 2012, with benchmark interest rate plus 5%, mortgaged by fixed assets		3,124,121		-
BOCTB, due from August 3, 2011 to August 1, 2012 with benchmark interest rate plus 5%, guaranteed by TCBGCL - related party		4,686,182		-
China Merchant Bank Tianjin branch, due from July 29, 2011 to January 28, 2012, interest at 7.93%, mortgaged by bank notes amounted to $781,030 (RMB5,000,000)		749,789		-
Tianjin Jiuzhi Small-sum Loan Co., Ltd., due from September 22 to October 21, 2011, interest at 3% of the principal for the period, guaranteed by Tianjin Leimone and Gu Lei (a)		4,686,182		-

19

Key Network Holdings Limited, due from May 31, 2010 to May 31, 2012 with interest at 6%.		715,064		715,064
Bank of Tianjin Laolian Branch, due from June 24, 2011 to June 22, 2012 with interest at 6.941%, guaranteed by Tianjin Zhonghuan Electronic Information Group Ltd.		1,983,817		-
Bank of Tianjin Laolian Branch, due from June 24, 2011 to June 22, 2012 with interest at 6.941%, guaranteed by Tianjin Zhonghuan Electronic Information Group Ltd.		624,824		-
Bank of Tianjin Laolian Branch, due from June 27, 2011 to June 22, 2012 with interest at 6.941%, guaranteed by Tianjin Zhonghuan Electronic Information Group Ltd.		156,206		-
Bank of Tianjin Laolian Branch, due from June 28, 2011 to June 22, 2012 with interest at 6.941%, guaranteed by Tianjin Zhonghuan Electronic Information Group Ltd.		359,274		-
HSBC Suzhou Branch, due from August 15, 2011 to January 12, 2011 with interest at SIBOR+4.0%, guaranteed by tangible assets of the Company (b)		1,000,000		-
Beijing Bank Zhongguancun Haidianyuan Sub-branch, due March 14, 2012 with interest at 6.67%, guaranteed by TCB Digital		234,309		-
Beijing Bank Zhongguancun Haidianyuan Sub-branch, due March 14, 2012 with interest at 6.67%, guaranteed by TCB Digital		312,412		-
Beijing Bank Zhongguancun Haidianyuan Sub-branch, due March 14, 2012 with interest at 6.67%, guaranteed by TCB Digital		531,101		-
Total short-term loans	$	30,347,636	$	21,945,664

(a)

On October 21, TCB renewed the loan agreement with the lender, the borrowing period was extended to November 21, 2011 and the renewed interest rate is 3.5% of the principal for the period.

(b)

Based on a corporate guarantee from the Company and a personal guarantee from Mr. Gu for financing up to 85% of invoice for approved buyer of Profit Harvest, this loan is subject to certain covenants which should be complied at all times. Those covenants includes but not limited to tangible net worth not less than $40 million and net gearing not greater than 1.2 times. As of September 30, 2011, the Company is in compliance of those covenants.

20

NOTE 14 - NOTES PAYABLE

These notes are payable in three to six months and bear no interest. The balance of notes payable as of September 30, 2011 and December 31, 2010 consisted of the following (all were bankers' acceptances):

	September 30, 2011		December 31, 2010
			(Audited)
CECCC, honored by the BOCTB, from July 12, 2010 to January 12, 2011, secured by $907,468 of cash in bank	$	-	$	1,814,937
CECCC, honored by the BOCTB, from July 14, 2010 to January 14, 2011, secured by $1,361,203 of cash in bank		-	2,722,405
CECCC, honored by the BOCTB, from September 14, 2010 to March14, 2011, secured by $1,512,447 of cash in bank.		-	3,024,895
CECCC, honored by the BOCTB, from September 16, 2010 to March 16, 2011, secured by $2,268,671 of cash in bank.		-	4,537,342
CECCC, honored by the BOCTB, from September 17, 2010 to March 17, 2011, secured by $1,615,294 of cash in bank.		-	3,230,588
CECCC, honored by the BOCTB, from September 19, 2010 to March 19, 2011, secured by $2,422,941 of cash in bank.		-	4,845,882
CECCC, honored by the BOCTB, from October 9, 2010 to April 9, 2011, secured by $1,814,937 of cash in bank.		-	3,629,874
Tianjin Tong Guang Group Electronics Science & Technology Co., Ltd., honored by the China Bohai Bank, from December 10, 2010 to June 10, 2011, secured by $1,512,447 of cash in bank.		-	1,512,447
CECCC, honored by the BOCTB, from July 14, 2011 to January 14, 2012, secured by $937,236 of cash in bank		1,874,473	-
CECCC, honored by the BOCTB, from July 20, 2011 to January 20, 2012, secured by $1,405,855 of cash in bank		2,811,709	-
Shanghai Zhanqiao, honored by the BOCTB, from August 8, 2011 to February 8, 2012, secured by $1,562,061 of cash in bank		1,562,061	-
CECCC, honored by the BOCTB, from September 20, 2011 to March 20, 2012, secured by $3,905,152 of cash in bank.		7,810,303	-
CECCC, honored by the BOCTB, from September 22, 2011 to March 22, 2012, secured by $3,202,224 of cash in bank.		6,404,449	-
CECCC, honored by the BOCTB, from September 27, 2011 to March 27, 2012, secured by $968,478 of cash in bank.		1,936,955	-
CECCC, honored by the BOCTB, from April 13, 2011 to October 13, 2011, secured by $749,789 of cash in bank		1,499,578	-
CECCC, honored by the BOCTB, from April 18, 2011 to October 18, 2011, secured by $1,124,684of cash in bank		2,249,368	-
Total notes payable	$	26,148,896	$		25,318,370

21

The Company is contingently liable for a total of RMB 62.7 million, or approximately US$9.8 million, for notes received from customers that are either discounted or endorsed but not matured as of September 30, 2011.

NOTE 15 - ACCRUED EXPENSES AND OTHER PAYABLES

As of September 30, 2011 and December 31, 2010, the accrued expenses and other payables of the Company were summarized as follows:

	September 30, 2011			December 31, 2010
				(Audited)
Accrued filing fees	$		403,904	$	347,558
Accrued rework cost	298,828			229,472
Accrued consulting fee	-			51,038
Acquisition payable*	305,000			152,500
Welfare & salary payable	95,080			271,787
Other	196,316			118,597
Total accrued expenses and other payables	$	1,299,128		$	1,170,952

*Current portion of acquisition payable related to our acquisition of Nollec Wireless on June 1, 2010 (see Note 1).

NOTE 16 - DIVIDENDS PAYABLE

In June 2007, before the Company acquired 51.0% of TCB Digital, TCB Digital decided to distribute dividends to its original shareholders of $1,074,068 (RMB 7,862,700). The Company paid dividends of $495,926 (RMB 3,900,000) in July 2007 to its original shareholders. The balance of dividends payable was $618,998and $599,338 (audited) as of September 30, 2011 and December 31, 2010 respectively, representing the dividend payable to TCBGCL of RMB 3,962,700. The specific due date of the dividend will be negotiated between the current shareholders and original shareholders of the Company. The fluctuation of the balance of dividend payable represents the fluctuation of currency exchange rate.

22

NOTE 17 - RELATED PARTY TRANSACTIONS

Due from related parties

As of September 30, 2011 and December 31, 2010, due from related parties were:

	September 30, 2011		December 31, 2010
			(Audited)
Due from related parties - short term
Tianjin Tong Guang Group Electronics Science & Technology Co., Ltd.	$	12,672,292	$	26,085
Beijing Leimone Shengtong Wireless Technology Co., Ltd.	185,260		232,614
Leimone (Tianjin) Industrial Co., Ltd.	9,276,051		16,338,738
Beijing Leimone Shengtong Cultural Development Co., Ltd.	2,745,657		703,042
Tianjin Tong Guang Group	-		557,325
Shenzhen Leimone	601,178		328,694
712 (Shareholder)	998,589		870,076
Total due from related parties	$	26,479,027	$	19,056,574

Tianjin Tong Guang Group Electronics Science & Technology Co., Ltd. ("Electronics Science & Tech"), an entity related to the Company through a common shareholder of TCB Digital, purchased products from the Company. For the nine months ended September 30, 2011 and 2010, the Company recorded revenues of $21,603,055 and $688 from sales to Electronics Science & Tech respectively. For the three months ended September 30, 2011 and 2010, the Company recorded revenues of $9,061,134 and Nil from sales to Electronics Science & Tech respectively.

Beijing Leimone Shengtong Wireless Technology Co., Ltd. ("Beijing Leimone") was founded by Gu, the largest shareholder of the Company. Beijing Leimone borrows money from the Company. The borrowings bore no interest and had a maturity of 12 months.

Leimone (Tianjin) Industrial Co., Ltd. ("Tianjin Leimone") was controlled by Gu, the largest shareholder of the Company. Tianjin Leimone sells raw materials to the Company. For the nine months ended September 30, 2011 and 2010, the Company recorded total purchases from Tianjin Leimone of $36,153,234 and $15,422,945 respectively. The amount due from Tianjin Leimone represented advances of $2,549,949 and $9,780,893 as of September 30, 2011 and December 31, 2010 respectively. The Company also sold certain products to Tianjin Leimone. In addition, Tianjin Leimone borrowed money from the Company and these borrowings bore no interest. As of September 30, 2011 and December 31, 2010, the balance of such loans was $6,726,102 and $6,557,845 respectively.

The amount due from Beijing Leimone Shengtong Cultural Development Co., Ltd. ("Beijing Leimone Cultural") for short term loan granted by the Company. Beijing Leimone Cultural was controlled by Gu. The borrowing bore no interest and are due on demand.

Tianjin Tong Guang Group, a 20% shareholder of our TCB subsidiary, borrowed money from the Company. The borrowings bear no interest and are due on demand.

712 is a minority shareholder of TCB Digital before Mr. Gu exercised the option to acquire 29.0% of TCB Digital. (See note 1.) 712 purchases raw materials from the Company. For the nine months ended September 30, 2011 and 2010, the Company recorded revenues from sales to 712 of $15,757,425 and $13,501,391 respectively. For the three months ended September 30, 2011 and 2010, the Company recorded revenues from sales to 712 of nil and $12,119,315 respectively. In addition, the Company purchases raw materials from 712. For the nine months ended September 30, 2011 and 2010, the Company recorded purchases from 712 of $15,523,282 and $19,184,276 respectively. For the three months ended September 30, 2011 and 2010, the Company recorded total purchases from 712 of nil and $9,180,111 respectively. 712 was no longer a related party of the Company after Mr. Gu exercised his option to acquire the additional 29.0% of TCB Digital in March 2010.

23

Shenzhen Leimone Company, Ltd., formed by individuals including our Chairman, Mr. Gu, is set up with the intention of providing manufacturing services to our Company particularly for exports. The amount of $601,178 and $328,649 (audited) as of September 30, 2011 and December 31, 2010 was a loan to Shenzhen Leimone for setup costs. Our Chairman, Mr. Gu, plans to personally fund the cost of equipment as his investment into Shenzhen Leimone and become the controlling shareholder of Shenzhen Leimone. In addition, for the nine months ended September 30, 2011 and 2010, the Company recorded revenues from sales to Shenzhen Leimone of $153,695 and Nil respectively. For the three months ended September 30, 2011 and 2010, the Company recorded revenues from sales to Shenzhen Leimone of $153,695 and Nil respectively.

Due to related parties

As of September 30, 2011 and December 31, 2010, due to related parties was:

	September 30, 2011		December 31, 2010
			(Audited)
Hui Pak Kong	$	277,076	$	-
Tianjin Tong Guang Group		868,371
Tianjin Tong Guang Group Special Equipment Co., Ltd.		-		3,781
Key Network Holdings Limited		1,309
Beijing Leimone Shengtong Cultural Development Co., Ltd.		4,500		-
Gu		2,734,695		2,880,559
Total due to related parties	$	3,885,951	$	2,884,340

The Company borrowed money from Hui Pak Kong, a prior shareholder of CDE before the Company's acquisition on January 4, 2011. The borrowings bear no interest and are due on demand. As of September 30, 2011 and December 31, 2010, the balance of such loans was $277,076 and Nil respectively.

Tianjin Tong Guang Group, a 20% shareholder of our TCB subsidiary, provides fundsto the Company with no interest and are due on demand.

Gu provides fund to the Company with no interest and are due on demand. As of September 30, 2011 and December 31, 2010, the balances of funds provided by Gu was $2,734,695 and $2,880,559 respectively.

NOTE 18 - LONG-TERM PAYABLES

	September 30, 2011		December 31, 2010
			(Audited)
Acquisition payable	$	290,000	$	580,000

Acquisition payable arose from our acquisition of Nollec Wireless on June 1, 2010. Two equal payments of $145,000 each are due six months apart with the first payment due on December 1, 2012.

NOTE 19 - LONG-TERM LOAN

	September 30, 2011
HSBC, due on January 4, 2013 with interest at 6.24%.	$	12,831

24

NOTE 20 - STOCKHOLDERS' EQUITY

COMMON STOCK

During 2010, 100,000 stock options held by the previous employees, executives and directors of the Company prior to the merger transaction on September 22, 2009, were exercised at the weighted average price of $3.24 per share.

There were 100,000 shares of common stock issued to two consultants for their 12 months of service to the Company from January 1, 2010. These shares were valued at $6.78 per share, the closing price on January 8, 2010 which was the last available price prior to the signing of agreement. The amount recorded was non-cash compensation charge of $678,000 during 2010.

We issued 15,000 shares of common stock to a consultant for his 19 months of service to the Company from June 1, 2010. The shares were valued at $5.98 per share, the closing price on June 17, 2010 which was the date of the consulting agreement. As of September 30, 2011 and December 31, 2010, non-cash compensation expense of $42,489 and $33,047 respectively was recorded and deferred expenses of $14,163 and $56,653 respectively was recorded.

On November 28, 2010 and subsequently on December 10, 2010, the Board of Directors approved of the grant of 52,000 shares of common stock to members of the Board for their service over the next 12 months. The shares were valued as of the dates of grant. As of September 30, 2011 and December 31, 2010, non-cash compensation expense of $139,560 and $15,507 respectively was recorded and deferred expenses of $31,013 and $170,573 respectively was recorded. These shares were issued in January 2011, therefore as of December 31, 2010, these 52,000 shares were recorded as shares to be issued

The Company issued 59,159 shares of common stock in January 2010 for the exercise of Series B warrants which were exercised during the year ended December 31, 2009 and were part of shares to be issued as at December 31, 2009.

In March 2010, 15,517 of Series A warrants were exercised at $6 per share. After anti-dilution adjustments became applicable, another 18,000 Series A warrants were exercised in December 2010 at $3.74 per share.

In December 2010, 13,056 Placement Agent warrants were exercised cashless resulting in the issuance of 3,665 shares of common stock. The shares were physically issued in January 2011, therefore as of December 31, 2010, these 3,665 shares were recorded as shares to be issued.

Mr. Gu, the Chairman & CEO of the Company, exercised his option to acquire 29.0% interest in TCB Digital and transfer such interest to the Company on March 31, 2010. A total of 2,402,576 shares of common stock were issued to Mr. Gu and his assignee on June 10, 2010; there were also 60,000 shares of common stock issued to a financial consultant and his assignees in connection with Mr. Gu's purchase.

On May 28, 2010, the Company sold 166,667 shares of common stock registered on Form S-3 to an accredited investor at $6.00 per share and received $1,000,002. As part of this transaction Company issued 6,667 warrants with an exercise price of $6.90 per share to the placement agent which were recorded net of the value of proceeds. Legal fees incurred for this transaction were $80,450.

On November 15, 2010, the Company closed a private placement in which 2,113,664 shares of our common stock were sold at $3.75 per share and 1,585,248 Series G warrants were issued for gross proceeds of $7,926,240. Another 42,273 stock purchase warrants were issued to placement agents in connection with the transaction; both the Series G warrants and the placement warrants are exercisable at $4.71 per share and expire in 5 years. The placement agents involved in the transaction were paid a 7% commission and granted 42,273 warrants exercisable at $4.71 per share. Under terms of the securities purchase agreement, the Company was obligated to file a registration statement for the securities sold within 45 days from the date of the agreement and cause the registration statement to be declared effective within a maximum of 120 days, otherwise penalties will be assessed against the Company. A registration statement on Form S-3 was filed with the SEC on December 23, 2010 and was declared effective on January 7, 2011, and the Company fulfilled its obligation to register the securities. Legal and other fees incurred for this transaction were approximately $470,000. The Company paid commissions of approximately $560,000.

During the quarter ended March 31, 2011, 23,900 stock options held by the previous employees, executives and directors of the Company prior to the merger transaction on September 22, 2009, were exercised at the weighted average price of $3.51 per share.

25

During the quarter ended June 30, 2011, 10,500 stock options held by the previous employees, executives and directors of the Company prior to the merger transaction on September 22, 2009, were exercised at the weighted average price of $1.68 per share.

During the quarter ended September 30, 2011, 4,800 stock options held by the previous employees, executives and directors of the Company prior to the merger transaction on September 22, 2009, were exercised at the weighted average price of $1.58 per share.

In January 2011, 1000 Series A warrants were exercised at $3.74 per share.

On January 4, 2011, the Company acquired 100% of CDE by issuing 484,800 shares of our common stock to the owners of Celestial. The shares were valued at $3.75 per share.

In March 2011, the Company contracted a consultant for 12 months of legal services which began in January 2011 for the issuance of 30,000 shares of our common stock. The shares were valued at $3.42 per share, the closing price on March 21, 2011 which was the date of approval by the Company's Board of Directors. As of March 31, 2011, these 30,000 shares were recorded as shares to be issued; the shares were issued during the quarterly period ended June 30, 2011. As of September 30, 2011, we recorded non-cash compensation expense of $76,950 and deferred expenses of $25,650.

WARRANTS

The Company granted Series A, B, C, D and E warrants to the accredited investors as part of its private place offering on October 16, 2009 and November 18, 2009.

Following is the brief description of warrants:

Series A Warrants: The Series A warrants have an exercise price of $6.00 and a term of 5 years from the issue date subject to the Exchange Cap (as defined in the agreement).

Series B Warrants: The Series B warrants have an exercise price of $0.01 and a term of three (3) months from the issue date provided, however, that such date shall be extended indefinitely if the warrant cannot be exercised due to the Beneficial Ownership Limitation (as defined in the agreement) or the Exchange Cap Limitation (as defined in the agreement) until the warrant can be exercised in full by the holder thereof without breaching the Beneficial Ownership Limitation (as defined in the agreement) or the Exchange Cap Limitation (as defined in the agreement). All B Warrants were exercised in December 2009.

Series C Warrants: The Series C warrants shall be exercisable only upon the exercise of the Series B warrants. The Series C warrants shall have an exercise price of $6.00 and a term of 5 years from the issue date.

Series D Warrants: The Series D warrants shall be exercisable if the Company fails to meet certain performance criteria for the year 2009. The Series D warrant shall have an exercise price of $0.01 and a term of exercise equal to three (3) months from the date the Maximum Eligibility Date (as defined in the agreement); provided, however, that such date shall be extended indefinitely if the warrant cannot be exercised due to the Beneficial Ownership Limitation (as defined in the agreement) or the Exchange Cap (as defined in the agreement) until the warrant can be exercised in full by the holder without breaching the Beneficial Ownership Limitation (as defined in the agreement) or the Exchange Cap Limitation (as defined in the agreement). Due to the Net Income of Zoom as reported in the Company's annual report for the year 2009 exceeding the eligibility threshold pursuant to the agreement, the Series D Warrants became ineligible for exercise.

Series E Warrants: The Series E warrants shall be exercisable if the Company fails to meet certain performance criteria for the year 2010. The Series E warrants shall have an exercise price of $0.01 and a term of three (3) months from the date the Maximum Eligibility Date (as defined in the agreement); provided, however, that such date shall be extended indefinitely if the warrant cannot be exercised due to the Beneficial Ownership Limitation (as defined in the agreement) until the Warrant can be exercised in full by the holder thereof without breaching the Beneficial Ownership Limitation (as defined in the agreement). Due to the Net Income of Zoom as reported in the Company's annual report for the year 2010 exceeding the eligibility threshold pursuant to the agreement, the Series E Warrants became ineligible for exercise.

The Company granted on May 6, 2010, Series F warrants to the investors for their temporary forfeiture of their right to participate in the Company's future financings.

26

Series F Warrants: The Series F warrants have an exercise price of $6.00 and a term of 5 years from the issue date. The Company issued 375,000 F warrants to investors who participated in private placement transaction pursuant to the Securities Purchase Agreement dated October 15, 2009, to temporarily waive their right for eight months to participate in a future offering of the Company. The investors originally have a period of twenty-four months ("Rights Period") in which they have the right to participate, and for providing a temporary waiver, an eight-month duration is added to the original expiration of the Rights Period.

The Company granted Series G warrants to the accredited investors as part of its private place offering on November 15, 2010.

Series G Warrants: The Series G warrants shall have an exercise price of $4.71 and a term of 5 years from the issue date.

Anti-dilution Adjustments for Certain Warrants: Since the private placement in November 2010 involved sales of the Company's stock at a price that activated anti-dilution provisions in the A, C, F and certain placement agent warrants, the exercise price of these warrants is adjusted to $3.74 per share and the number of warrants eligible is multiplied by a factor of 6 / 3.74 or 1.60 with fractional shares rounding up.

The following summary represents warrants activity for the nine months ended September 30, 2011:

		Weighted
		Average		Aggregate
	Number of	Exercise		Intrinsic
	Warrants	Price		Value
Balance, December 31, 2010	4,467,190	$ 4.09	$	1,697,532
Granted	-	-
Lapsed	-	-
Exercised	(1,000)	$ 3.74
Balance, September 30, 2011	4,466,190	$ 4.09	$	-

The following presents warrants summary as of September 30, 2011:

	Warrants Outstanding				Warrants Exercisable
		Weighted Average		Weighted			Weighted
		Remaining		Average			Average
	Number	Contractual		Exercise	Number		Exercise
	Outstanding	Life		Price	Exercisable		Price
Warrants	4,466,190	3.52 years	$	4.09	4,466,190	$	4.09

The Company determined the grant date fair value of A, C and placement agent warrants of $3.26 per share which was calculated using the Black Scholes Options Pricing Model as follows: Stock price of $6.87 per share, exercise price of $6 per share, expected life of 5 years, volatility of 46.63% and discount rate of 2.37%. These warrants were recorded net off the value of proceeds.

The Company determined the grant date fair value of F warrants of $1.51 per share which was calculated using the Black Scholes Options Pricing Model as follows: Stock price of $5.52 per share, exercise price of $6 per share, expected life of 5 years, volatility of 30.30% and discount rate of 2.10%. These warrants were recorded net off the value of proceeds.

The Company determined the grant date fair value of placement agent warrants of $1.23 per share which was calculated using the Black Scholes Options Pricing Model as follows: Stock price of $5.52 per share, exercise price of $6.90 per share, expected life of 5 years, volatility of 30.30% and discount rate of 2.10%. These warrants were recorded net of the value of proceeds.

The Company determined the grant date fair value of G and placement warrants of $1.04 per share which was calculated using the Black Scholes Options Pricing Model as follows: Stock price of $3.99 per share, exercise price of $4.71 per share, expected life of 5 years, volatility of 33.57% and discount rate of 1.51%. These warrants were recorded net of the value of proceeds.

27

NOTE 21 - STOCK OPTIONS

Previous Plan

Prior to the acquisition of Gold Lion, the Company issued stock options to its previous employees, officers and directors. Pursuant to terms of the Share Exchange Agreement, outstanding stock options at the closing of the acquisition remain valid for the full life of the options regardless if the employee, officer and director will or will not remain in any capacity with the Company. There were 423,100 shares of options outstanding as of September 22, 2009, the effective date of the reverse merger between Zoom and Gold Lion, with expiration in 3 years from the date of grant and in various stages of vesting. The non-cash compensation charges of these stock options will be recorded by the spun-off subsidiary, Zoom Telephonics, and shall not be expensed by the Company.

On the closing of the acquisition, 30,000 stock options were granted to 4 exiting directors of the Company, for their anticipated cooperation with post-acquisition management, including the provision of any historical information about the Company that may be needed in future activities. Such options are exercisable at $10.14 per share, vest in 6 months from the date of grant and will expire in 2 years. The non-cash compensation charges of these 30,000 shares of options will be expensed by the Company.

During 2010, 100,000 options held by the previous employees, executives and directors of the Company prior to the merger transaction on September 22, 2009, were exercised at the weighted average price of $3.24 per share.

During the quarter ended March 31, 2011, 23,900 stock options held by the previous employees, executives, and directors of the Company prior to the merger transaction on September 22, 2009, were exercised at the weighted average price of $3.51 per share.

During the quarter ended June 30, 2011, 10,500 stock options held by the previous employees, executives and directors of the Company prior to the merger transaction on September 22, 2009, were exercised at the weighted average price of $1.68 per share.

During the quarter ended September 30, 2011, 4,800 stock options held by the previous employees, executives and directors of the Company prior to the merger transaction on September 22, 2009, were exercised at the weighted average price of $1.58 per share.

The following summary represents options activity for the nine months ended September 30, 2011 under the previous plan.

		Weighted
	Under	Average		Aggregate
	Previous	Exercise		Intrinsic
	Plan	Price		Value
Balance, December 31, 2010	211,650	$ 3.25	$	427,612
Granted	-	-
Lapsed	(41,100)	-
Exercised	(39,200)	$ 2.78
Balance, September 30, 2011	131,350	$ 1.79	$	720

The following represents options summary as of September 30, 2011 under the previous plan.

	Options Outstanding				Options Exercisable
		Weighted Average		Weighted			Weighted
		Remaining		Average			Average
	Number	Contractual		Exercise	Number		Exercise
	Outstanding	Life		Price	Exercisable		Price
Options	131,350	0.31 years	$	1.79	131,350	$	1.79

28

THE 2009 EQUITY INCENTIVE COMPENSATION PLAN

On December 10, 2009, the Company's Board of Directors ("BOD") approved and adopted the 2009 Equity Incentive Compensation Plan (the "New Plan"), and 1,100,000 options were granted on the same day to current employees, executives and directors of the Company, with an exercise price of $6.18 per share, expiration between 1 and 3 years, and vesting over the life of the options.

On November 28, 2010, the Company's BOD approved re-pricing of the outstanding options from the exercise price of $6.18 to $3.75 per share.

On December 1, 2010, the Company's BOD approved of the granting of 677,000 options to current employees and executives of the Company, with an exercise price of $3.75 per share, vesting over 3 years and expiration in 3.25 years.

On July 1, 2011, the Company's BOD approved of the granting of 225,000 options to replace options that expired unexercised on June 9, 2011. Such options, issued to outside directors and personnel in management, sales and marketing, have an exercise price of $2.50 per share, vest over 2 quarters and expire in 2 years.

The following summary represents options activity for the nine months ended September 30, 2011 under the New Plan.

	Under	Weighted
	the	Average		Aggregate
	New	Exercise		Intrinsic
	Plan	Price		Value
Balance, December 31, 2010	1,767,000	$ 3.75	$	1,265,040
Granted	225,000	$ 2.50
Lapsed	(235,000)	-
Exercised	-	-
Balance, September 30, 2011	1,757,000	$ 3.59	$	-

The following represents options summary as of September 30, 2011 under the New Plan.

	Options Outstanding				Options Exercisable
		Weighted Average		Weighted			Weighted
		Remaining		Average			Average
	Number	Contractual		Exercise	Number		Exercise
	Outstanding	Life		Price	Exercisable		Price
Options	1,757,000	1.86 years	$	3.59	780,500	$	3.57

The Company determined the grant date fair value of 865,000 options of $1.80 per share which was calculated using the Black Scholes Options Pricing Model as follows: Stock price of $6.18 per share, exercise price of $6.18 per share, expected life of 3.25 years, volatility of 39.18% and discount rate of 1.26%.

For the re-pricing of the above 865,000 options on November 28, 2010, from the exercise price of $6.18 to $3.75 per share, the Company determined the incremental fair value of $0.48 per share which was calculated by taking the difference between the Black Scholes values of the new exercise price and that of the old exercise price. Other data used in the calculations include: the stock market price of $3.54, expected of 2.28 years, volatility of 33.59% and discount rate of 0.78%.

The Company determined the grant date fair value of 235,000 options of $1.20 per share which was calculated using the Black Scholes Options Pricing Model as follows: Stock price of $6.18 per share, exercise price of $6.18 per share, expected life of 1.5 years, volatility of 39.18% and discount rate of 0.78%.

For the re-pricing of the above 235,000 options on November 28, 2010, from the exercise price of $6.18 to $3.75 per share, the Company determined the incremental fair value of $0.26 per share which was calculated by taking the difference between the Black Scholes values of the new exercise price and that of the old exercise price. Other data used in the calculations include: the stock market price of $3.54, expected of 0.53 years, volatility of 33.59% and discount rate of 0.28%.

29

The Company determined the grant date fair value of 677,000 options of $0.74 per share which was calculated using the Black Scholes Options Pricing Model as follows: Stock price of $3.45 per share, exercise price of $3.75 per share, expected life of 3.25 years, volatility of 33.42% and discount rate of 0.84%.

The Company determined the grant date fair value of 225,000 options of $0.49 per share which was calculated using the Black Scholes Options Pricing Model as follows: Stock price of $2.50 per share, exercise price of $2.50 per share, expected life of 2.0 years, volatility of 34.43% and discount rate of 0.50%.

NOTE 22- INCOME TAX

TCB Digital, Jiangsu Leimone and Nollec Wireless are governed by the Income Tax Law of the PRC concerning the private-run enterprises, which are generally subject to tax at a statutory rate of 25% on income reported in the statutory financial statements after appropriate tax adjustments.

Jiangsu Leimone is exempt from income tax in PRC for two years starting from the first profitable year or the year 2008, whichever is earlier, and is subject to a 50% exemption on normal income tax rate for the following three years. 

Nollec Wireless is exempt from income tax in PRC for two years starting from 2008, and is subject to a 50% exemption on normal income tax rate for three years starting from 2010 and is subject to normal income tax rate from 2013.

Since Nollec has pre-tax loss for the nine months period ended September 30, 2011, the Company's net income and earnings per share had no effect due to its income tax exemption.

Profit Harvest and CDE are governed by the Income Tax Law of Hong Kong, which is generally subject to tax at a statutory rate of 16.5% on income reported in the statutory financial statements after appropriate tax adjustments.

TCB Digital had pre-tax loss of $360,102 and pre-tax profit of $550,883 for the nine months ended September 30, 2011 and 2010 respectively, while Jiangsu Leimone had pre-tax loss of $801,131 and $19,152 for the nine months ended September 30, 2011 and 2010 respectively, while Profit Harvest had pre-tax profit of $12,333,401 and $11,408,108 for the nine months ended September 30, 2011 and 2010 respectively, while Nollec Wireless had pre-tax loss of $1,884,866 for the nine months ended September 30, 2011, while CDE had pre-tax loss of $133,576 for the nine months ended September 30, 2011.

The following table summarizes the temporary differences which result in deferred tax assets and liabilities as at September 30, 2011 and December 31, 2010:

	September 30, 2011		December 31, 2010
Deferred tax assets:			(Audited)
Inventory impairment reserve	$	-	$	28,763
Accrued expenses	29,625		28,684
Bad debt allowance	24,597
Other expenses not deductible in this period	12,985
Expensed Technology development cost	131,799		-
Inventory shortage	98,539		95,410
Long-term investment impairment	17,573		17,014
	315,118		169,871
Less: Valuation allowance	-		-
Total deferred tax assets	315,118		169,871
Deferred tax liabilities
Developed products	(68,632)		(66,452)
Deferred tax assets, net	$	246,486	$		103,419

30

The following table reconciles the U.S. statutory rates to the Company's effective tax rate for the nine months ended September 30, 2011 and 2010:

	September 30, 2011	September 30, 2010
US statutory rates	34.0%	34.0%
Tax rate difference	(22.6)%	(13.4)%
Valuation allowance	16.5%	-
Tax for prior year	1.3%	3.0%
Tax per financial statements	29.4%	23.6%

The following table reconciles the U.S. statutory rates to the Company's effective tax rate for the three months ended September 30, 2011 and 2010:

	September 30, 2011	September 30, 2010
US statutory rates	34.0%	34.0%
Tax rate difference	(13.0)%	(14.8)%
Valuation allowance	(0.6%)	(1.3)%
Tax for prior year	5.0%	0.5%
Tax per financial statements	26.6%	18.4%

Foreign pretax earnings approximated $9.2 million for the nine months ended September 30, 2011. Pretax earnings of a foreign subsidiary are subject to U.S. taxation when effectively repatriated. The Company provides income taxes on the undistributed earnings of non-U.S. subsidiaries except to the extent that such earnings are invested indefinitely outside of the U.S. At September 30, 2011, approximately $29 million of accumulated undistributed earnings of non-U.S. subsidiaries was invested indefinitely. At the existing U.S. federal income tax rate, additional taxes of $2.6 million would have to be provided if such earnings were remitted currently.

NOTE 23 - STATUTORY RESERVES

As stipulated by the Company Law of the PRC, net income after taxation can only be distributed as dividends after appropriation has been made for the following:

i) Making up cumulative prior years' losses, if any;

ii) Allocations to the "Statutory surplus reserve" of at least 10% of income after tax, as determined under PRC accounting rules and regulations, until the fund amounts to 50% of the Company's registered capital;

iii) Allocations of 5-10% of income after tax, as determined under PRC accounting rules and regulations, to the Company's "Statutory common welfare fund", which is established for the purpose of providing employee facilities and other collective benefits to the Company's employees; and Statutory common welfare fund is no longer required per the new cooperation law executed in 2006.

iv) Allocations to the discretionary surplus reserve, if approved in the shareholders' general meeting.

In accordance with Chinese Company Law, the Company allocated 10% of its net income to surplus. For the nine months ended September 30, 2011 and 2010, the Company appropriated Nil and $58,789 to statutory surplus reserve respectively. As of September 30, 2011 and December 31, 2010, the Company's statutory surplus reserve was $682,528 and $682,528 respectively.

31

NOTE 24 - CONCENTRATION DISCLOSURE

(a) During the reporting periods, the customers accounting for 10% or more of the Company's consolidated sales were:

Nine months ended September 30, 2011	Sales Revenue		% to Total Sales
Tianjin Optical Communication Technology Co., Ltd.	$	23,715,637	14%
TCB Group Electronic & Science Co.,Ltd - related party		21,603,055	13%
Achemetal Inc		19,242,916	12%
Total	$	64,561,608	39%

Nine months ended September 30, 2010	Sales revenue		% to Total sales
Beijing Tianyu Langtong Communication Equipment Co., Ltd.	$	24,504,798	15%
Beijing Baina Wei'er Science and Technology Co., Ltd.		17,656,185	11%
Hong Kong Newway International Industrial Limited		20,972,695	13%
Larson Limited		33,719,678	20%
Total	$	96,853,356	59%

(b) During the reporting periods, the suppliers accounting for 10% or more of the Company's consolidated purchases are:

Nine months ended September 30, 2011	Total Purchases		% to Total Purchases
Leimone (Tianjin) Industrial Co., Ltd. - related party	$	36,153,234	23%
Tianjin 712 Communication and Broadcasting Co., Ltd.		15,523,282	10%
Total	$	51,676,516	33%

Nine months ended September 30, 2010	Total purchases		% to Total purchases
Beijing Beny Wave Science & Technology Co. Ltd	$	36,222,698	25%
Leimone (Tianjin) Industrial Co., Ltd. - related party		37,506,814	26%
Total	$	73,729,512	51%

32

NOTE 25 - OPERATING RISK

1. Industry risk

The industry in which we compete is a rapidly evolving, highly competitive and fragmented market driven by consumer preferences and quickly evolving technology. Increased competition may result in price reductions, reduced gross margin and loss of market share. Failure to compete successfully against current or future competitors could have a material adverse effect on the Company's business, operating results and financial condition.

2. Exchange risk

The Company cannot guarantee the Renminbi and USD exchange rate will remain steady, therefore the Company could post the same profit for two comparable periods and post higher or lower profit depending on exchange rate of Renminbi and USD. The exchange rate could fluctuate depending on changes in the political and economic environments without notice.

3. Political risk

Currently, PRC is in a period of growth and is openly promoting business development in order to bring more business into PRC. Additionally PRC currently allows a Chinese corporation to be owned by a United States corporation. If the laws or regulations relating to ownership of a Chinese corporation are changed by the PRC government, the Company's ability to operate the PRC subsidiaries could be affected.

4. Interest risk

The Company is exposed to interest rate risk arising from short-term variable rate borrowings from time to time. The Company's future interest expense will fluctuate in line with any change in borrowing rates. The Company does not have any derivative financial instruments as of September 30, 2011 and 2010 and believes its exposure to interest rate risk is not material.

NOTE 26 - COMMITMENTS

Operating lease commitments

The Company has an operating lease for TCB Digital's premises through TCBGCL, a common shareholder of TCB Digital; pursuant to this lease, the rate of rent is at Rmb 8 ($1.25) per square meter per month for production facilities and dormitory space. The Company also has an operating lease in Beijing for office space shared with Nollec Wireless, with rent at Rmb 137 ($21.37) per square meter per month for 1,409 square meters and with rent at Rmb 131 ($20.44) per square meter per month for 388 square meters. The Company has an operating lease in Hong Kong for the office of CDE, rental and property management fees are HKD10,588 ($1,363) and HKD3,402 ($438) respectively per month. The commitments of the Company as of September 30, 2011 for the next 2 years are as follows:

2012	$	636,882
2013		251,300
Total minimum lease payments	$	888,182

33

NOTE 27- SUBSEQUENT EVENTS

ACQUISITION OF 55% OF PORTABLES UNLIMITED LLC

On October 12, 2011, the Company and Zoom USA Holdings, Inc. ("Zoom Sub"), a newly formed wholly-owned subsidiary of the Company, entered into a Securities Purchase Agreement to purchase from The Cellular Network Communications Group, Inc. ("CNCG") a 50% interest in Portables Unlimited LLC ("Portables"), an exclusive wholesale distributor of T-Mobile products in the United States. As consideration for the 50% interest in Portables, the Company (i) issued 1,494,688 shares of Zoom common stock (the "Equity Consideration") to the principals of CNCG and (ii) through Zoom Sub, issued a promissory note of $500,000 payable to CNCG. The promissory note accrues interest at 2% per annum and matures three years from the date of issuance. In addition, the Company purchased an additional 5% interest in Portables for $750,000, to be paid within thirty days of the closing date.

Further, in connection with the transaction, the Company assumed the responsibility for repaying certain indebtedness owed by Portables to T-Mobile USA, Inc. in the amount of $4,757,187 (the "T-Mobile Indebtedness"), and agreed to arrange for a $500,000 letter of credit in the name of Portables to secure obligations of Portables to T-Mobile. The T-Mobile Indebtedness is payable under the following schedule: $2,500,000 is due on November 10, 2011 (the "Initial Payment"), $1,400,000 is due on December 10, 2011 (the "Second Payment"), and the remaining $857,186 is due on December 20, 2011 (the "Final Payment"). If the Initial Payment and Second Payment are made in a timely manner, T-Mobile will waive the Final Payment. If the Final Payment is waived, the Company agrees to pay other outstanding indebtedness of Portables in the amount of $4,500,000, less the amount of T-Mobile Indebtedness paid off. As of November 7, 2011, the first payment of $2,500,000 to T-Mobile has been made.

In summary, the consideration paid by the Company for 55% of Portables was $8,250,000. For successful completion of this acquisition transaction, the Company granted a total of 1,030,000 shares of common stock to senior management to be earned over a three and a half year period. Additional information on this transaction is available on Form 8-K filed with the SEC on October 18, 2011.

INVESTMENT FROM SPREADTRUM COMMUNICATIONS, INC.

On October 26, 2011, Zoom Technologies, Inc. ("Zoom" or the "Company") completed the sale of 1,676,300 shares of common stock to Spreadtrum Communications, Inc., ("Spreadtrum") at $1.73 per share for $2,900,000. There were no warrants or registration rights attached to the sale. Additional information on this transaction is available on Form 8-K filed with the SEC on November 1, 2011.

ENTRY OF ORDER APPROVING STIPULATION OF SETTLEMENT OF CLAIM

On November 3, 2011, the Circuit Court of the 11th Judicial District in and for Miami-Dade County, Florida (the "Court") entered an Order Approving Stipulation for Settlement of Claim (the "Order") in the matter entitled Socius CG II, Ltd. ("Socius") v. Zoom Technologies, Inc. (the "Company"). The Order provides for the full and final settlement of Socius GC II, Ltd.'s $2,500,000 claim against the Company (the "Claim"). Socius purchased the Claim from a creditor of Portables Unlimited LLC ("Portables"), a majority owned subsidiary of the Company. Pursuant to the terms of the Order, the Zoom issued and delivered to Socius 2,200,000 shares of common stock (the "Settlement Shares"), subject to adjustment as set forth in the Order and the Stipulation of Settlement. The settlement of the Claim will enable Zoom to make its first installment payment to T-Mobile USA, Inc., in connection with the Company's acquisition of a majority interest in Portables as described above. Additional information on this transaction is available on Form 8-K filed with the SEC on November 4, 2011.

34

Item 2. Management's Discussion And Analysis Of Financial Condition And Results Of Operations

Forward Looking Information

The following discussion contains forward-looking statements. Forward looking statements are identified by words and phrases such as "anticipate", "intend", "expect", and words and phrases of similar import. We caution investors that forward-looking statements are only predictions based on our current expectations about future events and are not guarantees of future performance. Actual results, performance or achievements could differ materially from those expressed or implied by the forward-looking statements due to risks, uncertainties and assumptions that are difficult to predict. We encourage you to read those risk factors carefully along with the other information provided in this report and in our other filings with the SEC before deciding to invest in our stock or to maintain or change your investment. We undertake no obligation to revise or update any forward-looking statement for any reason, except as required by law.

You should read this Management's Discussion and Analysis in conjunction with the Consolidated Financial Statements and Related Notes.

Business Overview

Gold Lion was founded by Mr. Lei Gu in September 2002 in the British Virgin Islands, and Gu was the sole owner of one issued and outstanding share of common stock. Through a resolution of Gold Lion on November 26, 2008, Gold Lion issued 705 shares to Gu and 294 shares to Mr. Songtao Du, resulting in 1,000 issued and outstanding shares of common stock. Pursuant to a pledge agreement dated November 26, 2008, Du pledged his 294 shares to Mr. Wei Cao, with all rights to such shares including voting rights. Consequently, Gu and Cao jointly controlled 100% of Gold Lion.

On August 2, 2007, Gu founded Profit Harvest in Hong Kong, and in December 2008, 100% ownership of Profit Harvest was transferred to Gold Lion. Profit Harvest sells mobile phone products and components to retailers and other wholesalers.

Pursuant to a capital injection agreement (the "CIA") by and among Tianjin Communication and Broadcasting Group Co., Ltd. ("TCBGCL"), TCBGCL Labour Union, Hebei Leimone Science and Technology Co., Ltd.("Hebei Leimone"), Tianjin 712 Communication and Broadcasting Co., Ltd.("712"), Beijing Depu Investment Co., Ltd. and other natural person shareholders on May 8, 2007 and a resolution of the shareholder's meeting on June 30, 2007, Hebei Leimone, a company controlled by Gu, acquired 25.1% of TCB Digital from TCBGCL Labour Union and various natural person shareholders for RMB9,000,000. Pursuant to this CIA, Hebei Leimone and Beijing Depu Investment Co., Ltd., a company controlled by Cao, were to invest additional RMB15,928,700 and RMB10,377,600 respectively in TCB Digital, bringing the total investment from Hebei Leimone and Beijing Depu Investment Co., Ltd to $4,679,111 (RMB35,306,300). After this additional investment was made as of June 30, 2007, Hebei Leimone and Beijing Depu held 36.0% and 15.0% equity interests respectively of TCB Digital, a 51.0% ownership in TCB Digital. Pursuant to an agreement dated June 30, 2007, Cao irrevocably pledged his 15% equity interest in TCB Digital to Gu for a 29.4% stake in Gu's company.  TCB Digital is mainly engaged in research & development, processing, manufacturing, servicing and marketing of mobile handsets, electronic products and communication equipment.

On November 30, 2007, Gold Lion and GD Industrial Company signed a share transfer agreement pursuant to which GD Industrial Company transferred 60% equity of Nantong Zong Yi Kechuang Digital Camera Technology Co., Ltd. for $10,273 to Gold Lion. In July 2008, the company's name was changed to Jiangsu Leimone Electronic Co., Ltd., or Jiangsu Leimone. In January 2008, Gold Lion invested $5,074,226 (HK$38,800,000) in Jiangsu Leimone to increase Gold Lion's ownership in Jiangsu Leimone to 80%. Pursuant to the share transfer agreement by and between Gold Lion and Nantong Zong Yi Investment Co., Ltd. dated November 26, 2008, Gold Lion acquired the remaining 20% equity interest of Jiangsu Leimone from Nantong Zong Yi Investment Co., Ltd. for cash of $103,214 (HK$800,000). After this transaction, Gold Lion obtained 100% ownership of Jiangsu Leimone. Jiangsu Leimone is engaged in the R&D and production of electronic assemblies, 3G mobile handsets, wireless communication modules, GPS receivers and computer software.

Pursuant to the share transfer agreement by and among Hebei Leimone, Beijing Depu Investment Co., Ltd and Jiangsu Leimone dated December 15, 2008, Hebei Leimone and Beijing Depu Investment Co., Ltd. transferred their 51.0% equity interest of TCB Digital to Jiangsu Leimone on December 30, 2008.

35

Increased ownership in TCB Digital

Mr. Gu exercised an option to acquire an additional 28.97% of TCB Digital. Under the terms of the Share Exchange Agreement dated January 28, 2009, amended on May 12, 2009, and approved by our shareholders on September 8, 2009, at such time as Mr. Gu completes his acquisition of 28.97% of TCB Digital, Mr. Gu had the option to transfer this stake in TCB Digital for 2,402,576 shares of Zoom common stock. As of March 31, 2010, Mr. Gu exercised his option to acquire the additional 29.0% of TCB Digital and exchanged this ownership in TCB Digital for 2,402,576 shares on our common stock, which increased the Company's ownership of TCB Digital from 51.0% to 80%.

Acquisition of Nollec Wireless

On April 29, 2010, the Company executed a share exchange agreement (the "Nollec Agreement") to acquire 100% of the shares of Nollec Wireless Company Ltd., ("Nollec Wireless") a mobile phone and wireless communication design company in Beijing, China. The consideration for Nollec Wireless was $10.96 million in cash and stock. The consideration agreed upon by the Company and the owners of Nollec Wireless was based on the appraised value. Pursuant to the Nollec Agreement, $1.37 million of the total was to be paid in cash by the Company, of which $500,000 was paid and $870,000 will be paid over a three-year period, and the balance of $9.59 million was paid by issuance of 1,342,599 unregistered shares of the Company's common stock ("Payment Shares"). The value of the Payment Shares was based on the weighted average closing price of Zoom shares as traded on Nasdaq for the 10 consecutive trading days prior and leading up to the day immediately before the date of the Agreement. The acquisition closed May 31, 2010.

Acquisition of Celestial Digital Entertainment

On December 20, 2010, the Company executed a share exchange agreement to acquire 100% of the shares of Celestial Digital Entertainment, Ltd., ("CDE") a mobile platform video game development company based in Hong Kong. The consideration for CDE was $1.818 million in stock. The number of shares issued to the owners of CDE was determined based on $3.75 per share, the greater of $3.75 or the weighted average closing price of Zoom shares as traded on Nasdaq for the 10 consecutive trading days prior and leading up to the day immediately before the date of the Agreement. The acquisition closed January 4, 2011.

Plan of Operation

During the next twelve months, Zoom, together with Gold Lion and its subsidiaries, expects to take the following steps in connection with the development of our business and the implementation of our plan of operations:

• Zoom intends to continue to manufacturer and deliver its products and services in China, including EMS business for OEM customers and development of our brand of "Leimone" phones;
• Zoom will gradually increase its investment in the 2.5G-3G mobile communications business;
• Zoom will continue to customize mobile phones in cooperation with the main mobile operators in China;
• Zoom will continue to build our export business; and
• Zoom, through its majority owned subsidiary of Portables Unlimited, LLC, will operate the business of cellular service and products distribution in the United States.

Critical Accounting Policies and Estimates

The preparation of the Company's consolidated financial statements in conformity with accounting principles generally accepted in the United States ("US GAAP") requires it to make estimates and judgments that affect its reported assets, liabilities, revenues, and expenses, and the disclosure of contingent assets and liabilities. The Company based its estimates and judgments on historical experience and on various other assumptions that it believes to be reasonable under the circumstances. Future events, however, may differ markedly from current expectations and assumptions. While there are a number of significant accounting policies affecting the Company's consolidated financial statements, the Company believes the following critical accounting policies involve the most complex, difficult and subjective estimates and judgments: allowance for doubtful accounts; income taxes; asset impairment.

36

Revenue Recognition

In accordance with US GAAP, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and collection of the resulting receivable is reasonably assured. Noted below are brief descriptions of the product or service revenues that Zoom Technologies recognizes in the financial statements contained herein.

Revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exists and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as advances from customers.

The Company's subsidiary, Nollec Wireless, is in the mobile phone design, software integration and mobile solution R&D business. Nollec Wireless recognizes revenue under percentage of completion method ASC Topic 605-35-25 (Construction - Type and Production - Type Contracts) when reasonably dependable estimates can be made and in which all the following conditions exist:

a. Contracts executed by the parties normally include provisions that clearly specify the enforceable rights regarding goods or services to be provided and received by the parties, the consideration to be exchanged, and the manner and terms of settlement.

b. The buyer can be expected to satisfy all obligations under the contract.

c. The contractor can be expected to perform all contractual obligations.

Estimates of cost to complete is reviewed periodically and revised as appropriate to reflect new information. When the current estimates of total contract revenue and contract cost indicate a loss, a provision for the entire loss on the contract is made.

Income is recognized as the percentage of estimated total income, and is determined by dividing incurred costs to date by estimated total costs after giving effect to adjustments, if any, in estimates of costs to completion based upon the most recent information. Percentage of completion is based on labor hours incurred to date divided by total estimated labor hours for the contract.

Royalty income on sales of licensed products by its customers is recorded when the customers report sales to the Company. Royalty income is reported monthly and recorded in the period in which the product is sold. The Company has the right to audit the books of the licensees.

The Company's subsidiary, CDE is in the business of video games and applications for mobile phones and mobile platforms development. Revenue is recognized in accordance with ASC 985-605-55-125. Cost of Software Development Revenue is accounted for under ASC 985-20 to be sold, leased or otherwise marketed.

CDE capitalizes cost of development of software for hosting purpose in accordance with ASC subtopic 350-40 ("ASC 350-40"), Intangibles-Goodwill and Other: Internal-Use Software (Pre-codification: Statement of Position ("SOP") No. 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use). As such, CDE expenses all costs incurred in connection with the planning and implementation phases of development and costs that are associated with repair or maintenance. Costs incurred in the development phase are capitalized and amortized over the estimated product life. Since the inception of CDE, the amount of costs qualifying for capitalization has been insignificant and as a result all internally used software development costs were expensed as incurred.

37

Allowance for doubtful accounts

Zoom Technologies maintains an allowance for doubtful accounts to reduce amounts to their estimated realizable value. A considerable amount of judgment is required when the Company assesses the realization of accounts receivables, including assessing the probability of collection and the current credit-worthiness of each customer. If the financial condition of customers were to deteriorate, resulting in an impairment of their ability to make payments, an additional provision for doubtful accounts could be required. The Company initially records a provision for doubtful accounts based on its historical experience, and then adjusts this provision at the end of each reporting period based on a detailed assessment of its accounts receivable and allowance for doubtful accounts. In estimating the provision for doubtful accounts, the Company considers: (i) the aging of the accounts receivable; (ii) trends within and ratios involving the age of the accounts receivable; (iii) the customer mix in each of the aging categories and the nature of the receivable; (iv) its historical provision for doubtful accounts; (v) the credit worthiness of the customer; and (vi) the economic conditions of the customer's industry as well as general economic conditions, among other factors.

Income taxes

The Company accounts for income taxes in accordance with SFAS No. 109, "Accounting for Income Taxes". Under this method, deferred income taxes are recognized for the estimated tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts and each year-end based on enacted tax laws and statutory rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established to reduce deferred tax assets to the amount expected to be realized when, in management's opinion; it is more likely than not that some portion of the deferred tax assets will not be realized. The provision for income taxes represents current taxes payable net of the change during the period in deferred tax assets and liabilities.

Asset Impairment

The Company periodically evaluates the carrying value of other long-lived assets, including, but not limited to, property and equipment and intangible assets, when events and circumstances warrant such a review. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flows from such asset is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Significant estimates are utilized to calculate expected future cash flows utilized in impairment analyses. The Company also utilizes judgment to determine other factors within fair value analyses, including the applicable discount rate.

Results of Operations for the Quarter ended September 30, 2011

Revenues

Our revenues were $50,748,605 for the quarter ended September 30, 2011, a decrease of 29.7% compared to $72,155,779 in the corresponding quarter in 2010. The decrease of revenues in the third quarter of 2011 compared to the corresponding quarter in 2010 was due to reduction in sales in both the EMS sector and our own branded mobile phones. The Company believes the reduction in sales is a result of credit tightening policies in China. In the third quarter of 2011, we sold 152,150 units of our proprietary Leimone brand phones of which 121,700 were 3G handsets, and we sold 51,104 units of our LongTel brand phones to India. Revenues from sales of our own branded products in the third quarter of 2011 were $14.1 million, about 27.8% of total revenues, as compared to $14.0 million and about 19.4% of total revenues for the corresponding quarter in 2010. Our revenue, other than our own brand phone sales, for the third quarter of 2011 was $36.7 million.

For the first nine months of 2011, our revenues were $167,358,736 compared to $166,011,921 for the same nine months of a year ago.

In terms of quantities, we manufactured 0.34 million pieces of main circuit boards (PCBA) and 0.85 million complete mobile phones in the quarter ended September 30, 2011, compared to 2.62 million pieces of PCBA and 1.37 whole phones in the corresponding quarter of 2010.

The average sales price of our Leimone phones in the third quarter of 2011 was $87 per unit versus $61 per unit of a year ago. The average sales price of our Longtel phones to India in Q3 2011 was $18 per unit.

38

Cost of goods

For the quarter ended September 30, 2011 our cost of goods was $44,046,505 or 86.8% of revenues, while cost of goods for the corresponding quarter in 2010 was $64,783,811 or 89.8% of revenues. Cost of goods for our own brand phones is generally between 80% to 90% of sales while that for the EMS sector is about 94%.

Gross Profit

Gross profit for the quarter ended September 30, 2011 was $6,702,100 down from $7,371,968 for the corresponding 2010 quarter due to lower sales. Gross profit as a percentage of revenues for the third quarter of 2011 was 13.2%, compared to 10.2% for the corresponding quarter in 2010. Gross margin for our Leimone brand phones ranges between 10% to 20%, gross margin for our LongTel brand phones sold to India during this quarter was about 5% since these are lower priced handsets. Our EMS segment generates a gross margin of approximately 6% for the non-consignment manufacturing contracts where we are required to procure all of the components, and higher gross margin for the consignment contracts where there is no pass-through of component costs.

For the first nine months of 2011, our gross profit was $18,957,615 compared to $16,129,979 for the same nine months of a year ago.

Selling, general and administrative expenses

Sales and marketing expenses mainly represent salaries of sales personnel, and marketing and transportation costs; and such expenses were $187,378 for the three months ended September 30, 2011 compared to $153,307 for the corresponding period in 2010.   The higher amounts in this category for 2011 resulted from the increased activities in the sales of our own brand products and for support of our export business.

General and administrative expenses primarily consisted of compensation for administrative personnel, depreciation, travel expenses, rental, materials expenses related to ordinary administration, and fees for professional services; and these were $1,708,923 for the three months ended September 30, 2011 compared to $1,052,776 for the corresponding period in 2010. The increase of such expenses in 2011 was mainly due to legal, accounting and other expenses related to the Company maintaining compliance with the SEC and Nasdaq rules and regulations, and increased activities in acquisition and investment negotiation.

Research and development costs are expensed as incurred. Research and development costs during the three months ended September 30, 2011 and 2010 were $1,410,797 and $689,682 respectively. Out of the total R&D costs in the third quarter of 2011, approximately $1 million was incurred for the purpose of introducing new and more advanced products for release in 2012, including smartphones with the Android operating system based on Marvell and Qualcomm chipsets for overseas markets including the United States.

Non-cash compensation charges include stock option charges based on a Black-Scholes pricing model and values of common stock issued to consultants for services. Such charges for the three months ended September 30, 2011 and 2010 were $362,712 and $434,489 respectively.

For the three months ended September 30, 2011, total operating expenses were $3,669,810 or 7.2% of revenues compared to $2,330,254 or 3.2% of revenues in the corresponding 2010 period. These expenses were higher this year mainly due to increases in R&D expenses described above.

Other income/(expenses)-net

The Company's other expenses-net were $750,577 and $286,666 for the three months ended September 30, 2011 and 2010 respectively, which included interest expenses of $720,064 and $324,087 respectively. The net figures were the results of interest expense offset by interest income and also income from various non-recurring activities.

Net income

After incurring added R&D costs of approximately $1 million for new phone products, we report net income for the quarter ended September 30, 2011 of $1,755,099, a decrease of $2,046,170 from $3,801,269 for the corresponding 2010 quarter. Net income as a percentage of revenues, for the third quarters of 2011 and 2010 was 3.5% and 5.3% respectively. The increase in R&D expenditures, as described above, and also lower sales, decreased our income from operations and resulted in lower net income compared to the 2010 period.

For the first nine months of 2011, our net income was $5,023,248 compared to $7,731,619 for the same nine months of a year ago.

39

Foreign currency translation gain

For the three months ended September 30, 2011 and 2010, the Company's foreign currency translation gains were $175,224 and $420,112 respectively. Foreign currency translation gain resulted from foreign currency exchange changes particularly the Renminbi against the USD. The gain or loss can result in a reverse in future periods if the trend in the exchange rate of the Reminbi to the USD changes direction.

Liquidity and Capital Resources

Zoom generally finances its operations from cash flow generated internally, interest-free credit lines in the form of banker acceptances and short-term loans from Chinese banks. As of September 30, 2011, the Company had cash and equivalents of $5,851,519 and restricted cash of $13,855,478. Restricted cash is our deposit held as security at banks for the ability to issue twice the amount in interest-free notes for our purchase of production materials. We had cash and equivalents of $6,374,103 and restricted cash of $13,503,122 as of December 31, 2010.

Net cash used in operating activities for the nine months ended September 30, 2011 was $10,004,220 compared to net cash provided by operating activities for the 2010 period of $15,617,350. In the first nine months of 2011, operational use of funds included an increase in advances to suppliers of $16,462,684 as we geared up for new manufacturing contracts and launching of new products, an increase in related parties receivables of $8,004,040, a decrease in accounts payable of $232,497 and an increase in inventories of $202,940; offset by a reduction in accounts receivable of $5,617,608, an increase in advance from customers of $1,546,012, an increase in accrued expenses and other current liabilities of $795,132 and a decrease in prepaid expenses of $38,596.

Net cash provided by investing activities was $408,068 in the first nine months of 2011 which was primarily proceeds from cash increase due to acquisition of subsidiaries of $235,112 and return from purchase of property and equipment of $250,603, while payment on notes receivable used $166,781. There was also an increase in restricted cash of $89,134. Net cash used in investing activities in the same period of 2010 was $6,196,073 which included primarily of deposit for the purchase of our new manufacturing plant of $9,941,004.

Net cash provided by financing activities was $9,012,445 in the first nine months of 2011 which included proceeds from short-term loans of $30,713,438, receipt from related parties of $9,932,981 and collection on advance to related parties of $1,242,087; while offset by repayment on short-term loans of $23,115,701, repayment on borrowing from related parties of $9,387,995 and advance to related parties of $539,295. In the 2010 period, we had proceeds from short-term loans of $28,064,338, receipts from related parties of $21,080,990 and issuance of shares for cash of $1,044,833, while offset by repayments on short-term loans of $25,130,273, repayment on related parties borrowings of $23,380,225, advance to related parties of $6,182,774 and repayment on notes payable of $4,489,120; resulting in net cash used in financing activities of $8,905,947.

On going forward basis over the next 12 months, Zoom intends to continue to rely on short-term loans and restricted cash secured notes to fund its operational cash needs. In the event that expansion or acquisition opportunities exist, we may contemplate additional conventional bank, equity and/or debt financing to take advantage of such opportunities. However, there is no assurance that such opportunities can be found, and if so, whether financing is available at acceptable terms.

Off Balance Sheet Arrangements

As of September 30, 2011, Zoom had no off balance sheet arrangements.

40

Item 4. Controls and Procedures

(a) Disclosure Controls and Procedures.

The Company's disclosure controls and procedures are designed to ensure that information required to be disclosed in the Company's reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, including, without limitation, that such information is accumulated and communicated to Company management, including the Company's principal executive and financial officer, as appropriate to allow timely decisions regarding required disclosures.

Limitations on the Effectiveness of Disclosure Controls. In designing and evaluating the Company's disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, Company management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Evaluation of Disclosure Controls and Procedures. The Company's principal executive and financial officers have evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) as of September 30, 2011, and based on this evaluation, the Company's principal executive and financial officers have concluded that the Company's disclosure controls and procedures were effective to ensure that material information is recorded, processed, summarized and reported by management of the Company on a timely basis in order to comply with the Company's disclosure obligations under the Exchange Act and the rules and regulations promulgated thereunder. The Company's principal executive and financial officers conclusion regarding the Company's disclosure controls and procedures is based solely on management's conclusion that the Company's internal control over financial reporting are effective.

(b) Changes in Internal Control over Financial Reporting.

There were no significant changes in the Company's internal control over financial reporting that occurred during the quarter ended September 30, 2011 that have materially affected, or are reasonably likely to materially affect, such control.

41

PART II — OTHER INFORMATION

Item 1. Legal Proceedings. None

Item 4. Reserved.

Item 5. Other Information. None

Item 6. Exhibits.

The following exhibits are included with this report.

Exhibit 10.1† Securities Purchase Agreement, dated October 18, 2011.
Exhibit 31.1 Rule 13a-14(a) / 15d-14(a) Certification of Lei Gu, CEO.
Exhibit 31.1 Rule 13a-14(a) / 15d-14(a) Certification of Anthony K. Chan, CFO.
Exhibit 32.0 Section 1350 Certifications.
101.INS**     XBRL Instance Document
101.SCH**     XBRL Taxonomy Extension Schema Document
101.CAL**     XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**     XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**     XBRL Taxonomy Extension Label Linkbase Document
101.PRE**     XBRL Taxonomy Extension Presentation Linkbase Document

_______________

† Confidential treatment has been requested for portions of this document by Spreadtrum Communications, Inc. in its Schedule 13D filed on November 4, 2011. The omitted portions of this document have been filed with the Securities and Exchange Commission by Spreadtrum Communications, Inc.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

42

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 on November 15, 2011 by the undersigned, thereunto duly authorized.

Zoom Technologies, Inc.
(Registrant)

By: /s/ Lei Gu
Lei Gu
Chief Executive Officer

43

INDEX TO EXHIBITS

Exhibits:

10.1†	Securities Purchase Agreement, dated October 18, 2011.     PDF
31.1	Rule 13a-14(a) / 15d-14(a) Certification of Lei Gu, CEO     PDF
31.2	Rule 13a-14(a) / 15d-14(a) Certification of Anthony K. Chan, CFO     PDF
32.0	Section 1350 Certifications     PDF
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

_______________

†	Confidential treatment has been requested for portions of this document by Spreadtrum Communications, Inc. in its Schedule 13D filed on November 4, 2011. The omitted portions of this document have been filed with the Securities and Exchange Commission by Spreadtrum Communications, Inc. these sections.
**	XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

44

EX-10.1 2 exh10-1.htm SECURITIES PURCHASE AGREEMENT, DATED OCTOBER 18, 2011

Exhibit 10.1

CONFIDENTIAL TREATMENT

execution version

ZOOM TECHNOLOGIES, INC.

COMMON STOCK PURCHASE AGREEMENT

October 18, 2011

FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions.

CONFIDENTIAL TREATMENT REQUEST

TABLE OF CONTENTS

Page

1.	Definitions.		1
2.	Purchase and Sale of the Purchase Shares		6
	2.1	Purchase and Sale	6
	2.2	Closing	7
	2.3	Deliveries	7
3.	Representations and Warranties of the Company		7
	3.1	Organization; Good Standing; Qualification	7
	3.2	Capitalization	7
	3.3	No Subsidiaries or Equity Interests	8
	3.4	Authorization; Non-Contravention	8
	3.5	SEC Filings; Financial Statements; Internal Controls	9
	3.6	Governmental Consents	11
	3.7	Brokers or Finders	11
	3.8	Nasdaq	12
	3.9	Valid Issuance of the Purchase Shares	12
	3.10	Offering	12
	3.11	No Material Adverse Effect	12
	3.12	Intellectual Property	12
	3.13	Compliance; Permits	13
	3.14	Litigation	13
	3.15	Ownership of Assets	14
	3.16	Transactions with Affiliates and Employees	14
	3.17	OFAC	14
	3.18	Sarbanes-Oxley Act of 2002	14
	3.19	Environmental Matters	15
	3.20	Foreign Corrupt Practices Act	16
	3.21	Full Disclosure	16
4.	Representations and Warranties of the Purchaser		16
	4.1	Organization; Authorization	16
	4.2	Purchase Entirely for Own Account	16
	4.3	Receipt of Information	17
	4.4	Accredited Investor	17
	4.5	Investment Experience	17
	4.6	Rule 144	17
	4.7	Reliance on Purchaser's Representations	17

FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions.

i

CONFIDENTIAL TREATMENT REQUEST

TABLE OF CONTENTS

Page

	4.8	General Solicitation	17
	4.9	Legends	18
5.	Covenants		18
	5.1	Board Nominee	18
	5.2	Further Assurances	19
	5.3	Nasdaq Listing	19
	5.4	Conduct of Business by the Company	19
	5.5	Exclusivity	20
6.	Conditions Precedent to Closing		20
	6.1	Conditions to the Obligation of the Purchaser to Consummate the Closing	20
	6.2	Conditions to the Obligation of the Company to Consummate the Closing	21
7.	Miscellaneous Provisions		22
	7.1	Rights Cumulative	22
	7.2	Notices	22
	7.3	Captions	23
	7.4	Severability	23
	7.5	Governing Law; Arbitration; Injunctive Relief	23
	7.6	Amendment	24
	7.7	Expenses	24
	7.8	Assignment	24
	7.9	Survival	24
	7.10	Entire Agreement	25
	7.11	Counterparts; Reproductions	25
	7.12	Termination	25
	7.13	WAIVER OF JURY TRIAL	25

FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions.

ii

CONFIDENTIAL TREATMENT REQUEST

Schedule I

Schedule I                       -           Key Stockholders

Exhibits

Exhibit A                       -           Confidential Purchase Questionnaire

FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions.

iii

CONFIDENTIAL TREATMENT REQUEST

COMMON STOCK PURCHASE AGREEMENT

This COMMON STOCK PURCHASE AGREEMENT (the "Agreement") is made as of October 18, 2011 by and among Zoom Technologies, Inc., a Delaware corporation (the "Company"), Spreadtrum Communications, Inc., a Cayman Islands company (the "Purchaser") and each of the key stockholders listed on Schedule I hereto (each, a "Key Stockholder" and collectively, the "Key Stockholders").

WHEREAS, the parties desire that the Purchaser makes an equity investment in the Company pursuant to the terms and conditions of this Agreement; and

WHEREAS, the Company and the Purchaser are executing and delivering this Agreement (i) in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the SEC (as defined below) under Section 4(2) of the Securities Act (as defined below).

NOW THEREFORE, in consideration of the mutual agreements, representations, warranties and covenants herein contained, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, and intending to be legally bound hereby, the parties hereto agree as follows:

1.           Definitions.

1.1           As used in this Agreement, the following terms shall have the following respective meanings:

(a)           "Affiliate" shall mean, with respect to any given Person, a Person that Controls, is Controlled by, or is under common Control with the given Person.

(b)           "Control" shall mean, when used with respect to any Person, the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

(c)           "Common Stock" shall mean the common stock of the Company, par value US$0.01 per share.

(d)           "Company Intellectual Property" shall mean all of the Intellectual Property owned by the Company or any of its Subsidiaries.

(e)           "Company Intellectual Property Agreements" shall mean the contracts in effect as of the date of this Agreement: (i) under which the Company or any of its Subsidiaries is granted a right to any third party's Intellectual Property that is material to the operation of the Company's business as a whole, other than licenses and related services agreements for commercially available technology or Intellectual Property, or (ii) under which the Company or any of its Subsidiaries has licensed to third parties rights under any material Company Intellectual Property, other than customer, developer and reseller licenses and other agreements entered into in the ordinary course of business or in connection with the sale or licensing of Company products or services.

1

CONFIDENTIAL TREATMENT REQUEST

(f)           "Company Options" shall mean options to purchase Common Stock under any of the Company Stock Options Plans.

(g)           "Company Products" means all of the Company's (i) GSM/GPRS/EDGE products, including but not limited to, handsets, data card, tablet PC and other wireless terminals, (ii) TD-SCDMA related smart phone products, including but not limited to, TD-SCDMA smart phones and multi-mode smart phones that include TD-SCDMA, and (iii) TD-SCDMA feature phone products ("TD-SCDMA Feature Phone Products"), but excluding solely products, including handsets, tablet PC and other wireless terminals, that are manufactured by the Company or its Affiliates through the Company's Electronic Manufacturing Services for or on behalf of third parties.

(h)           "Company Stock Option Plan" shall mean each stock option plan, stock award plan, stock appreciation right plan, phantom stock plan, stock option, other equity or equity-based compensation plan, equity or other equity based award to any employee, whether payable in cash, shares or otherwise, (to the extent not issued pursuant to any of the foregoing plans) or other plan or contract of any nature with any employee pursuant to which any stock, option, warrant or other right to purchase or acquire capital stock of the Company or right to payment based on the value of Company capital stock has been granted or otherwise issued.

(i)           "Competitive Products" means any and all third party baseband integrated circuit chipset products, including GSM/GPRS/EDGE and TD-SCDMA products.

(j)           [***]

(k)           "Environment" means soil, land surface or subsurface strata, surface waters (including navigable waters, ocean waters, streams, ponds, drainage basins, and wetlands), groundwaters, drinking water supply, stream sediments, ambient air (including indoor air), plant and animal life, and any other environmental medium or natural resource.

(l)           "Environmental Claim" means any and all administrative, regulatory or judicial actions, suits, orders, demands, directives, claims, liens, investigations, proceedings or written or oral notices of noncompliance or violation by or from any Person alleging liability of whatever kind of nature (including liability or responsibility for the costs of enforcement proceedings, investigations, cleanup, governmental response, removal or remediation, natural resources damages, property damages, personal injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) arising out of, based on or resulting from (i) the presence or Release of, or exposure to, any Hazardous Materials at any location or (ii) the failure to comply with any Environmental Law.

FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions.

2

CONFIDENTIAL TREATMENT REQUEST

(m)           "Environmental Law" means any Legal Requirement that requires or relates to:

(i)      advising appropriate authorities, employees, and the public of intended or actual releases of pollutants or hazardous substances or materials, violations of discharge limits, or other prohibitions and of the commencements of activities, such as resource extraction or construction, that could have significant impact on the Environment;

(ii)      preventing or reducing to acceptable levels the release of pollutants or hazardous substances or materials into the Environment;

(iii)                  reducing the quantities, preventing the release, or minimizing the hazardous characteristics of wastes that are generated;

(iv)                  assuring that products are designed, formulated, packaged, and used so that they do not present unreasonable risks to human health or the Environment when used or disposed of;

(v)                   protecting resources, species, or ecological amenities;

(vi)                  reducing to acceptable levels the risks inherent in the transportation of hazardous substances, pollutants, oil, or other potentially harmful substances;

(vii)                  cleaning up pollutants that have been released, preventing the threat of release, or paying the costs of such clean up or prevention; or

(viii)                  making responsible parties pay private parties, or groups of them, for damages done to their health or the Environment, or permitting self-appointed representatives of the public interest to recover for injuries done to public assets.

(n)           "Exchange Act" shall mean the U.S. Securities Exchange Act of 1934, as amended.

(o)           "Exclusivity Term" means the term commencing on the Closing and ending three (3) years thereafter.

(p)           "GAAP" shall mean United States generally accepted accounting principles.

(q)           "Governmental Entity" shall mean any national, provincial, state, municipal, local government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority or instrumentality, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority.

FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions.

3

CONFIDENTIAL TREATMENT REQUEST

(r)           "Hazardous Materials" means any waste or other substance that is listed, defined, designated, or classified as, or otherwise determined to be, hazardous, radioactive, or toxic or a pollutant or a contaminant under or pursuant to any Environmental Law, including any admixture or solution thereof, and specifically including petroleum and all derivatives thereof or synthetic substitutes therefor and asbestos or asbestos-containing materials.

(s)           "Intellectual Property" shall mean the rights associated with or arising under any of the following anywhere in the world: (i) patents and applications therefor; (ii) copyrights, copyrights registrations and applications therefor, and all other rights corresponding rights in works of authorship, however denominated; (iii) rights in industrial designs and any registrations and applications therefor; (iv) trademark rights and corresponding rights in trade names, logos and service marks, trademark or service mark, and registrations and applications therefor; (v) trade secrets rights and corresponding rights in confidential business and technical information and know-how ("Trade Secrets"); and (vi) any similar or equivalent rights to any of the foregoing anywhere in the world (as applicable).

(t)           "Knowledge" shall mean, with respect to a party hereto, with respect to any matter in question, that any of the Chief Executive Officer, Chief Financial Officer or Vice Presidents of such party, has actual knowledge (and not constructive or imputed knowledge) of such matter.

(u)           "Legal Requirements" shall mean any national, provincial, state, municipal, local or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

(v)           "Lien" shall mean any pledge, claim, lien, charge, encumbrance, option and security interest of any kind or nature whatsoever.

(w)           "Material Adverse Effect" shall mean any change, event, violation, inaccuracy, circumstance or effect that has a material adverse effect on the business, properties, prospects, assets, results of operations or condition (financial or otherwise) of the Company or its Subsidiaries; provided, however, that in no event shall any of the following, alone or in combination, be deemed to constitute a Material Adverse Effect: (i) changes in generally accepted accounting principles in the United States or changes in the regulatory accounting requirements applicable to any industry in which the Company and its Subsidiaries operate, (ii) changes in the financial and securities markets or general economic and political conditions in the United States or the People's Republic of China, (iii) changes (including changes of applicable law) or conditions generally affecting the industry in which the Company and its Subsidiaries operate and not specifically relating to or having a materially disproportionate effect on the Company and its Subsidiaries, taken as a whole, (iv) acts of war, sabotage or terrorism or natural disasters involving the United States of America or the People's Republic of China, (v) the announcement or consummation of the transactions contemplated by this Agreement, (vi) any failure by the Company and its Subsidiaries to meet any internal or published budgets, projections, forecasts or predictions of financial performance for any period and any changes in the trading price or trading volume of Shares (provided that the underlying causes of such failure or changes shall not be excluded) or (vii) any action taken (or omitted to be taken) at the request of the Purchaser.

FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions.

4

CONFIDENTIAL TREATMENT REQUEST

(x)           "Nasdaq" shall mean the Nasdaq Capital Market.

(y)           "Permits" shall mean all permits, licenses, variances, exemptions, orders and approvals from Governmental Entities.

(z)           "Permitted Liens" shall mean (i) statutory liens for Taxes that are not yet due and payable, (ii) statutory liens to secure obligations to landlords, lessors or renters under leases or rental agreements, (iii) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance or similar programs mandated by applicable Law, (iv) statutory liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies and other like liens, (v) liens in the ordinary course of business, and (vi) liens in favor of customs and revenue authorities arising as a matter of an applicable Legal Requirement to secure payments of customs duties in connection with the importation of goods.

(aa)           "Person" shall mean any individual, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization, entity or Governmental Entity.

(bb)           "Release" means any actual or threatened release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment (including ambient air, surface water, groundwater, land surface or subsurface strata) or within any building, structure, facility or fixture.

(cc)           "SEC" shall mean the U.S. Securities and Exchange Commission.

(dd)           "Securities Act" shall mean the Securities Act of 1933, as amended.

(ee)           "Spreadtrum Products" means baseband and radio frequency integrated circuit chipset products, including GSM/GPRS/EDGE and TD-SCDMA products, developed, owned, licensed, marketed or distributed by the Purchaser.

FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions.

5

CONFIDENTIAL TREATMENT REQUEST

(ff)           "Subsidiaries" shall mean, when used with respect to any party, any corporation or other organization, whether incorporated or unincorporated, at least a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such party or by any one or more of its Subsidiaries, or by such party and one or more of its Subsidiaries.

1.2           The following capitalized terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each of the capitalized terms below:

Term	Section where Defined
Accredited Investor	4.4
Agreement	Preamble
Balance Sheet Date	3.5(b)
Board	3.5(c)
Closing	2.2
Company	Preamble
Company Balance Sheet	3.5(b)
Company Financials	3.5(b)
Company Permits	3.13(b)
Company SEC Reports	3.5(a)(i)
correspondence	7.2(a)
Disclosure Schedule	3
Inventory	3.5(a)(iv)
Irreparable Breach	7.5(c)
Key Stockholder or Key Stockholders	Preamble
OFAC	3.17
Preferred Stock	3.2(a)
Purchase Shares	2.1
Purchaser	Preamble
Purchaser Nominee	5.1
SOX	3.18
Trade Secrets	1.1(s)

2.           Purchase and Sale of the Purchase Shares. 

2.1           Purchase and Sale.  At the Closing, the Company hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase, for a purchase price of US$1.73 per share, 1,676,300 shares of Common Stock (the "Purchase Shares") for an aggregate purchase price of US$2,900,000.00.

FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions.

6

CONFIDENTIAL TREATMENT REQUEST

2.2           Closing.  As soon as practicable following satisfaction or waiver (to the extent permitted hereunder) of all the conditions precedent set forth in Section 6.1 and Section 6.2 below (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions), at the closing (the "Closing"), the Company shall issue and sell the Purchase Shares to the Purchaser.  The Closing shall take place remotely through the exchange of signature pages and documents electronically or by facsimile.

2.3           Deliveries.  At the Closing, the Purchaser shall pay to the Company the aggregate purchase price for the Purchase Shares.  Such payments shall be made by wire transfer of U.S. Dollars to a bank account of the Company in accordance with the Company's wire instructions.  The Company shall, at the Closing, issue and deliver to the Purchaser a stock certificate representing the Purchased Shares, registered in the name of the Purchaser.

3.           Representations and Warranties of the Company.  Except as set forth in the Disclosure Schedule delivered in connection with this Agreement (the "Disclosure Schedule"), which qualifies the following representations and warranties in their entirety, the Company hereby represents and warrants to the Purchaser as follows:

3.1           Organization; Good Standing; Qualification.  The Company and each of its Subsidiaries is a corporation or other organization duly organized, validly existing and in good standing (when such concept is applicable) under the laws of the jurisdiction of its incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted.  The Company is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified and in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company.

3.2           Capitalization.

(a)           Capital Stock.  The authorized capital stock of the Company consists of 35,000,000 shares of Common Stock and 1,000,000shares of preferred stock, par value $0.01 per share ("Preferred Stock").  At the close of business on October 17, 2011: (i) 18,412,925 shares of Common Stock were issued and outstanding and (ii) zero shares of Preferred Stock were issued and outstanding.  Except as set forth in Schedule 3.2 (a) of the Disclosure Schedule, all of the outstanding shares of capital stock of Company are duly authorized and validly issued, fully paid and nonassessable and not subject to any preemptive rights.

(b)           Stock Options.  As of the close of business on October 17, 2011: (i) 1,876,350 shares of Common Stock are subject to issuance pursuant to Company Options; (ii) 753,000 shares of Common Stock are reserved for future issuance under the Company Stock Option Plans, and (iii) 747,000 shares of Common Stock to be reserved for future issuance upon approval to increase the plan by shareholders at the next annual meeting of shareholders to be held in December 2011.  All shares of Common Stock subject to issuance under the Company Stock Option Plans, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized and validly issued, fully paid and nonassessable.  Except for outstanding Company Options, there are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Company.

FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions.

7

CONFIDENTIAL TREATMENT REQUEST

(c)           Other Securities.  Except as set forth in Schedule 3.2(c) of the Disclosure Schedule, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or any of its Subsidiaries, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Except as disclosed in Schedule 3.2(c) and as contemplated by this Agreement, none of the Company's capital stock is subject to preemptive rights or any other similar rights.  All outstanding shares of Common Stock, all outstanding Company Options and all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance in all material respects with all applicable securities laws and other material Legal Requirements.

3.3           No Subsidiaries or Equity Interests. Except as set forth in Schedule 3.3 of the Disclosure Schedule and except as set forth in the Company SEC Reports, the Company does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any Person.

3.4           Authorization; Non-Contravention.

(a)           Authorization.  All corporate action on the part of the Company necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance, sale and delivery of the Purchase Shares has been taken prior to the date hereof, and this Agreement, when validly executed by the Purchaser, constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

(b)           Non-Contravention.  The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Purchase Shares) will not (i) result in a violation of the Company's or any Subsidiary's Certificate of Incorporation, Bylaws (each as amended to date) or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any Subsidiary is a party, or (iii) subject to the consents set forth in Section 3.6, result in a violation of any Legal Requirement applicable to the Company or by which any property or asset of the Company or any Subsidiary is bound or affected, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not reasonably be expected to result in a Material Adverse Effect on the Company.

FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions.

8

CONFIDENTIAL TREATMENT REQUEST

3.5           SEC Filings; Financial Statements; Internal Controls. 

(a)           SEC Filings.

(i)      As of the date hereof, the Company has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC, for the twelve months preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) All such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC have been made available to the Purchaser or are publicly available in the Interactive Data Electronic Applications database of the SEC.  All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as amended, are referred to herein as the "Company SEC Reports."  As of their respective dates (or if subsequently amended or supplemented, on the date of such amendment or supplement), the Company SEC Reports (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  None of the Company's Subsidiaries is required to file any forms, reports or other documents with the SEC.

(ii)      Except as set forth on Schedule 3.5(a)(ii) or disclosed in the Company SEC Reports, neither the Company nor any of its Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise).

(iii)                  Subject to the applicable reserve for bad debts (which were determined in accordance with GAAP consistent with the Company's past practices) on the most recent audited balance sheet included in the Company SEC Reports, all accounts receivable of the Company reflected on such balance sheet were valid receivables as of such date subject to no setoffs or counterclaims.  All accounts receivable of the Company have arisen from bona fide transactions in the ordinary course of business.  Since the date of the most recent audited balance sheet included in the Company SEC Reports, there have not been any write-offs as uncollectible of any customer accounts receivable of the Company and the Subsidiaries, except for write-offs in the ordinary course of business of the Company and the Subsidiaries and consistent with past practice and no write-offs were related to transactions with a related party of the Company.

FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions.

9

CONFIDENTIAL TREATMENT REQUEST

(iv)                  All items in the inventories of the Company (the "Inventory") reflected on the most recent balance sheet included in the Company SEC Reports or existing at the date hereof are of a quality and quantity saleable or usable in the ordinary course of business consistent with past practices of the Company, subject to the reserves or provisions reflected in the Inventory valuation in such balance sheet. Such Inventory reflects reserves or provisions which were determined in accordance with GAAP consistent with the Company's past practices and procedures for items which are below standard quality, represent excess quantities or have become obsolete or unsaleable or unusable (except at prices less than cost) in the ordinary course of business. No material reserves or provisions for Inventory since the date of the most recent audited balance sheet included in the Company SEC Reports have been, or are required to be, recorded.  .

(v)      Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any "off balance sheet arrangements" (as defined in Item 303(a) of Regulation S-K)), where the result, purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company's or such Subsidiary's published financial statements or other Company SEC Reports.

(b)           Financial Statements.  Except as set forth in Schedule 3.5(b), each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports (the "Company Financials"): (i) complied in all material respects with the published rules and regulations of the SEC with respect thereto as in effect at the time of filing; (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), except that unaudited financial statements may not contain all footnotes required by GAAP; and (iii) fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of the Company's operations and cash flows for the periods indicated, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. The balance sheet of the Company as of June 30, 2011 ("Balance Sheet Date") contained in the Company SEC Reports is hereinafter referred to as the "Company Balance Sheet."  Except as disclosed in the Company Financials, since the date of the Company Balance Sheet and through the date hereof, neither the Company nor any of its Subsidiaries has any liabilities required under GAAP to be set forth on a consolidated balance sheet except for (A) liabilities set forth, recognized or disclosed on the Company Balance Sheet, (B) liabilities incurred since the date of the Company Balance Sheet in the ordinary course of business, and (C) liabilities incurred pursuant to this Agreement, and no liability incurred pursuant to clauses (A), (B) or (C), individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on the Company or its Subsidiaries.

FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions.

10

CONFIDENTIAL TREATMENT REQUEST

(c)           Internal Controls.  The Company has established and maintains, adheres to and enforces a system of internal accounting controls which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the board of directors of the Company (the "Board"), and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and its Subsidiaries.  Neither the Company nor, to the Knowledge of the Company, the Company's independent auditors, has identified or been made aware of (A) any significant deficiency or material weakness, in each case which has not been subsequently remediated, in the system of internal accounting controls utilized by the Company and its Subsidiaries, taken as a whole, or (B) any fraud that involves the Company's management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company.

3.6           Governmental Consents.  No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity is required to be obtained or made by the Company in connection with the execution and delivery of this Agreement and the transactions contemplated hereby, except for: (i) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable U.S. federal and state securities; (ii) such filings, registrations and qualifications as may be required by Nasdaq in connection with the issuance of the Purchase Shares; and (iii) such other consents, authorizations, filings, approvals and registrations which if not obtained or made (A) could not reasonably be expected have a Material Adverse Effect on the Company, or (B) would not prevent consummation of the transactions contemplated hereunder or otherwise substantially impair the parties hereto from performing their respective obligations hereunder.

3.7           Brokers or Finders.  The Company has not incurred, and shall not incur, directly or indirectly, any liability for any brokerage or finders' fees or agents commissions or any similar charges in connection with this Agreement or any transaction contemplated hereby.

FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions.

11

CONFIDENTIAL TREATMENT REQUEST

3.8           Nasdaq.  The Common Stock is listed on Nasdaq, there are no proceedings to revoke or suspend such listing and the Company has not received any notice from Nasdaq, nor does the Company have Knowledge of any reason that the Company does not meet the listing or maintenance requirements for continuing listing on such exchange.

3.9           Valid Issuance of the Purchase Shares.  The Purchase Shares, when issued, sold and delivered in accordance with the terms of this Agreement and upon payment of the purchase price therefor, will be duly authorized and validly issued, fully paid and nonassessable, and free and clear of all Liens (other than restrictions on transfer imposed by U.S. law (both state and federal).

3.10           Offering.  Provided that the representations and warranties made by the Purchaser herein are complete, true and accurate, then the offer, issuance and sale of the Purchase Shares pursuant hereto will be exempt from the registration requirements of Section 5 of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable U.S. state securities laws.  Neither the Company nor any agent on its behalf has solicited any offers to sell or has offered to sell all or any part of the Purchase Shares to any person or persons so as to bring the sale of such securities within the registration and/or qualification provisions of the Securities Act or any applicable U.S. state securities laws.

3.11           No Material Adverse Effect.  Since the Balance Sheet Date, no event or circumstance has occurred that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Company.

3.12           Intellectual Property.

(a)           The Company Intellectual Property is owned by the Company or its Subsidiaries free and clear of Liens, other than (i) Permitted Liens, (ii) encumbrances, restriction or other obligations arising under any of the Company Intellectual Property Agreements,  or (iii) Liens that would not have a Material Adverse Effect on the Company.  The Company owns, or is validly licensed or otherwise has the right to use, all Intellectual Property which is material to the conduct of all business and operations conducted by the Company or its Subsidiaries, taken as a whole.

(b)           The Company and each of its Subsidiaries has taken reasonable steps consistent with applicable industry practice to protect and preserve the confidentiality of material confidential information that they wish to, or are obligated by third parties to, protect as Trade Secrets, and, to the Knowledge of the Company, there is no misappropriation from the Company of such Trade Secrets by any Person, except where such misappropriation would not have a Material Adverse Effect on the Company.

(c)           To the Knowledge of the Company, none of the Company or any of its Subsidiaries or any of its or their current products or services (or products and services proposed to be sold or provided) is infringing upon or otherwise violating the Intellectual Property of any third party, except where such infringement would not have a Material Adverse Effect on the Company.

FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions.

12

CONFIDENTIAL TREATMENT REQUEST

(d)           As of the date of this Agreement, the Company has not received notice of any suit, claim, action, investigation or proceeding made, conducted or brought by a third party that has been served upon or, to the Knowledge of the Company, filed or threatened with respect to any alleged infringement or other violation in any material respect by the Company or any of its Subsidiaries or any of its or their current products or services or other operation of the Company's or its Subsidiaries' business of the Intellectual Property of such third party.  As of the date of this Agreement, to the Knowledge of the Company, there is no pending or threatened claim challenging the validity or enforceability of, or contesting the Company's or any of its Subsidiaries' rights with respect to, any of the material Company Intellectual Property.

(e)           The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in (i) the Company or its Subsidiaries granting to any third party any rights or licenses to any Company Intellectual Property, (ii) any right of termination or cancellation under any Company Intellectual Property Agreement, or (iii) the imposition of any Lien on any Company Intellectual Property, except where any of the foregoing (in clauses (i) through (iii)) would not have a Company Material Adverse Effect.

3.13           Compliance; Permits.

(a)           Compliance.  Neither the Company nor any of its Subsidiaries is in conflict with, or in default or in violation of any Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective businesses or properties is bound or affected, except for conflicts, violations and defaults that would not have a Material Adverse Effect on the Company.  As of the date hereof, no investigation or review by any Governmental Entity is pending or has been threatened in a writing delivered to the Company or any of its Subsidiaries, against the Company or any of its Subsidiaries.  There is no judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries which has or could reasonably be expected to be material to the Company.

(b)           Permits.  The Company and its Subsidiaries hold, to the extent legally required, all Permits that are required for the operation of the business of the Company, as currently conducted, the failure to hold which could reasonably be expected to be material to the Company (collectively, "Company Permits").  As of the date hereof, no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of Company, threatened.  The Company and its Subsidiaries are in compliance in all material respects with the terms of the Company Permits.

3.14           Litigation.  As of the date hereof, there are no claims, suits, actions, notices of violations, arbitrations, audits, proceedings or investigations threatened against or affecting the Company, any director or officer of the Company (in their capacities as such) or any of the Company's properties, before or by any court, governmental department, commission, agency, instrumentality or authority.  There is no judgment, order or decree imposed upon any director or officer of the Company (in their capacities as such) that would prevent, enjoin, alter or materially delay any of the transactions contemplated by this Agreement or that would reasonably be expected to have a Material Adverse Effect on the Company.   Neither the Company, nor any director or officer thereof (in his or her capacity as such), is or has been the subject of any claim, action, suit, notice of violation, arbitration, audit, proceeding or investigation involving a claim or violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty.

FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions.

13

CONFIDENTIAL TREATMENT REQUEST

3.15           Ownership of Assets.  Other than Permitted Liens and other than with respect to any Company Intellectual Property, to the Knowledge of the Company, there are no Liens over or affecting the whole or any part of the material assets of the Company.

3.16           Transactions with Affiliates and Employees.  Except as disclosed in the Company SEC Reports, none of the officers, directors, stockholders or employees of the Company is presently a party, directly or indirectly, to any transaction with the Company (other than for services as employees, officers and directors), including any contract or agreement providing for the furnishing of services to or by, providing for the rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or entity to which any officer, director or such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $120,000 other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under and stock option plan of the Company.

3.17           OFAC.  Neither the Company, nor any director or officer of the Company, nor any agent, employee, affiliate or Person acting on behalf of the Company is currently identified on the specially designated nationals or other blocked person list or otherwise currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department ("OFAC"), and the Company has not, directly or indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person in connection with any sales or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to, or otherwise in violation of, any U.S. sanctions administered by OFAC.

3.18           Sarbanes-Oxley Act of 2002.  Except as set forth in Schedule 3.18 of the Disclosure Schedule, the Company is in material compliance with all provisions of the SOX applicable to it as of the date hereof and as of the Closing.  There has been no material change in the Company's accounting policies except as described in the notes to the Company Financials.  No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder ("SOX") with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports, and such certification was true and accurate and materially complied with the SOX and the rules and regulations promulgated thereunder.  Neither the Company, nor to the Knowledge of the Company, any of its executive officers has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices, except for (a) any complaint, allegation, assertion or claim as has been resolved without any resulting change to the Company's accounting or auditing practices, procedures methodologies or methods of the Company or its internal accounting controls and (b) questions regarding such matters raised and resolved in the ordinary course in connection with the preparation and review of the Company's financial statements and periodic reports.  To the Knowledge of the Company, no attorney representing the Company, whether or not employed by the Company, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board or any committee thereof or to any director or officer of the Company.  To the Knowledge of the Company, no employee of the Company has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable law, in each case, regarding the Company.

FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions.

14

CONFIDENTIAL TREATMENT REQUEST

3.19           Environmental Matters.  Except for those matters disclosed in the Company SEC Reports: (i) each of the Company and its Subsidiaries is, and has been, in compliance in all material respects with all Environmental Laws, and, except for matters on which the Company or its Subsidiaries have obtained full and final resolution, neither the Company nor any of its Subsidiaries has received any (A) written communication that alleges that the Company or any of its Subsidiaries is in material violation of, or has any material liability under, any Environmental Law or (B) written request for information pursuant to any Environmental Law; (ii)(A) each of the Company and its Subsidiaries has obtained and is in compliance in all material respects with all permits, licenses and governmental authorizations pursuant to Environmental Law necessary for its operations as currently conducted and (B) all such permits, licenses and governmental authorizations are valid and in good standing; (iii) there are no material Environmental Claims pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries is subject to any material outstanding judgment, order or decree pursuant to or under Environmental Laws; (iv) to the Knowledge of the Company there have been no Releases of any Hazardous Material that could reasonably be expected to form the basis of any material Environmental Claim against or affecting the Company or any of its Subsidiaries or against any Person whose liabilities for such Environmental Claims the Company or any of its Subsidiaries has, or may have, retained or assumed, either contractually or by operation of law; (v) neither the Company nor any of its Subsidiaries has retained or assumed, either contractually or by operation of law, any liabilities or obligations that could reasonably be expected to form the basis of any material Environmental Claim against or affecting the Company or any of its Subsidiaries; (vi) there are no facts, circumstances or conditions that could reasonably be expected to form the basis for any material Environmental Claim against or affecting the Company or any of its Subsidiaries; and (vii) the Company has provided the Purchaser with complete and accurate copies of all environmental reports, studies and audits of the Company and operations in the Company's possession.

FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions.

15

CONFIDENTIAL TREATMENT REQUEST

3.20           Foreign Corrupt Practices Act.  Neither the Company nor any director, employee, officer or director of the Company has, in the course of its actions for, or on behalf of, the Company (a) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (b) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (c) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder; or (d) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

3.21           Full Disclosure.  The Company has provided the Purchaser with all information requested by the Purchaser in connection with its decision to purchase the Purchaser Shares, including all information the Company believes is reasonably necessary to make such investment decision.  To the Company's Knowledge, neither this Agreement nor any certificate, document, schedule or agreement delivered pursuant to this Agreement contains any untrue statement of a material fact nor, to the Company's Knowledge, omits to state a material fact necessary in order to make the statements contained herein or therein not misleading.

4.           Representations and Warranties of the Purchaser.  The Purchaser represents and warrants to the Company as follows:

4.1           Organization; Authorization.  The Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. All corporate action on the part of the Purchaser necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Purchaser hereunder and thereunder has been taken prior to the date hereof, and this Agreement, when validly executed by the Company, constitutes a valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

4.2           Purchase Entirely for Own Account.  The Purchase Shares to be purchased by the Purchaser will be acquired for investment for the Purchaser'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 the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same.  The Purchaser is not a party to any contract, understanding, agreement or arrangement with any person to sell, transfer or otherwise dispose of any of the Purchase Shares purchased by it.

FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions.

16

CONFIDENTIAL TREATMENT REQUEST

4.3           Receipt of Information.  The Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance and sale of the Purchase Shares and the business, properties, prospects and financial condition of the Company and obtain additional information (to the extent the Company possessed such information or could acquire such information without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to it or to which it had access.  The foregoing, however, does not limit or modify the representations and warranties of the Company in Section 3 of this Agreement or the right of the Purchaser to rely thereon.

4.4           Accredited Investor.  Unless otherwise expressly indicated to the Company, (a) the Purchaser is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act (an "Accredited Investor"), or (b) if the Purchaser was formed for the specific purpose of acquiring the Purchaser Shares, then each shareholder or member of the Purchaser is an Accredited Investor.

4.5           Investment Experience.  The Purchaser is experienced in evaluating and investing in securities of companies 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 and business matters that is capable of evaluating the merits and risks of the investment in the Purchase Shares.

4.6           Rule 144.  The Purchaser understands that the Purchase 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 Purchase Shares or on an available exemption from registration under the Securities Act, the Purchase Shares must be held indefinitely.  In particular, the Purchaser is aware that the Purchase 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 is the availability of current information to the public about the Company.

4.7           Reliance on Purchaser's Representations.  The Purchaser understands that the Purchase Shares being offered and sold to it will not be registered under the Securities Act or any other applicable securities laws on the ground that such issuance will be exempt from the registration requirements of U.S. federal, state and other applicable securities laws, and that the Company is relying upon the truth and accuracy of, and the Purchaser's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Purchase Shares.

4.8           General Solicitation.  The Purchaser is not, to its knowledge, purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to such Purchaser's knowledge, any other general solicitation or general advertisement.

FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions.

17

CONFIDENTIAL TREATMENT REQUEST

4.9           Legends.  Each certificate representing any of the Purchase Shares shall be endorsed with the applicable legend set forth below and any other legends required by applicable law, and the Purchaser covenants that, except to the extent such restrictions are waived in writing by the Company, it shall not transfer the shares represented by any such certificate without complying with the restrictions on transfer described in this Agreement and the legends endorsed on such certificate:

THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNLESS (I) THERE IS AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH OFFER, SALE OR TRANSFER OR (II) THERE IS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS FOR SUCH OFFER, SALE OR TRANSFER IS AVAILABLE. HEDGING TRANSACTIONS INVOLVING THE SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.  THIS CERTIFICATE MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE, HYPOTHECATION OR ANY OTHER TRANSFER OF ANY INTEREST IN ANY OF THE SHARES REPRESENTED BY THIS CERTIFICATE.

5.           Covenants.

5.1           Board Nominee.  As of the Closing Date, the Board shall have an authorized size of six (6) directors, and Mr. Leo Li shall have been appointed to the Board as a nominee of the Purchaser (such member of the Board appointed pursuant to this Section 5.1, a "Purchaser Nominee").

(a)           Subject to the terms and conditions herein, the Purchaser shall, following the Closing, continue to have the right to nominate a Purchaser Nominee to the Board.  At each annual or special meeting of the stockholders of the Company after the date hereof at which directors are to be elected, the Company shall nominate the Purchaser Nominee to serve as a director until the next annual general meeting, and each of the Key Stockholders shall, and shall cause any of its Affiliates to which capital stock in the Company may be subsequently transferred, to vote all of the capital stock of the Company now owned and which may hereafter be acquired by the such Key Stockholder  or its Affiliates and any other securities, if any, which such Key Stockholder or its Affiliates is currently entitled to vote, or after the date hereof, becomes entitled to vote, in favor of the election of such Purchaser Nominee to the Board.

FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions.

18

CONFIDENTIAL TREATMENT REQUEST

(b)           Notwithstanding anything in this Agreement to the contrary, in the event that, anytime after the date hereof, the Purchaser and its Affiliates beneficially own, in the aggregate, less than fifty percent (50%) of the Purchase Shares, then the Purchaser shall not be entitled under this Section 5.1 to nominate any member of the Board (it being understood that, subject to the provisions of the Agreement (i) nothing in this Section 5.1(b) shall prevent the Purchaser from exercising its voting rights with respect to the election of directors generally as a stockholder of the Company and (ii) nothing in this Section 5.1(b) shall prevent any former Purchaser Nominee from serving on the Board henceforth if such former Purchaser Nominee is otherwise elected in accordance with the Company's then current certificate of incorporation and bylaws).

(c)           Notwithstanding anything contained herein to the contrary: (i) the appointment of the Purchaser Nominee shall be subject to compliance with the rules, regulations and requirements of Nasdaq and applicable law (including, without limitation, the Securities Act and the Exchange Act)  applicable to service on the Board of Directors and (ii) the Purchaser Nominee shall comply in all respects with the Company's corporate governance guidelines applicable to directors generally in effect from time to time.

5.2           Further Assurances.  Each party agrees to act in good faith and use commercially reasonable efforts to cooperate fully with the other parties and to execute such further instruments, documents and agreements and to give such further written assurances, as may be reasonably requested by the other parties to better evidence and reflect the transactions described herein and contemplated hereby, and to carry into effect the intents and purposes of this Agreement.

5.3           Nasdaq Listing. The Company agrees to take all reasonable action necessary to maintain its Common Stock listing on Nasdaq and to notify Nasdaq with respect to the Purchase Shares.

5.4           Conduct of Business by the Company.  During the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company and each of its Subsidiaries shall, except as otherwise expressly contemplated by this Agreement, the Disclosure Schedule or as required to consummate the transaction contemplated hereunder or as required by applicable laws or regulations, or to the extent that the Purchaser shall otherwise consent in writing, (i) carry on its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and consistent with the Company's plan's  for managing its business and other operations and in material compliance with all applicable laws and regulations, (ii) pay its debts and Taxes when due, pay or perform other material obligations when due, (iii) not sell, assign or transfer any material Company Intellectual Property other than in the ordinary course of business, (iv) not declare or pay any dividends, and (v) use commercially reasonable efforts consistent with past practices and policies and its existing restructuring plans to (x) preserve substantially intact its present business organization, (y) use commercially reasonable efforts to keep available the services of its present executive officers and employees, and (z) use commercially reasonable efforts to preserve its relationships with customers, suppliers, licensors, licensees, and others with which it has significant business dealings.  In addition, the Company shall promptly notify in writing the Purchaser of any event that it believes could reasonably be expected to lead to a Material Adverse Effect on the Company.

FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions.

19

CONFIDENTIAL TREATMENT REQUEST

5.5           Exclusivity.

During the Exclusivity Term, Company and its Affiliates (i) shall design and develop all Company Products to integrate and operate solely with the Spreadtrum Products (s ("Exclusive Products"), and shall not design or develop any Company Products to integrate or operate with any Competitive Products.  Notwithstanding the foregoing, solely during [***], Company and its Affiliates shall have the right to develop and design Company Products, other than [***], provided : i) there are no [***]; and ii) Company and its Affiliates commence [***] (which were designed and developed during [***]) no later than the expiration of [***], provided that, for those Company Products integrating or operating with any Competitive Products that have been designed and developed prior to the expiration of [***], Company and its Affiliates shall have the right to [***] such Company Products but shall not make [***] on such Company Products after the expiration of [***].

6.           Conditions Precedent to Closing. 

6.1           Conditions to the Obligation of the Purchaser to Consummate the Closing.  The obligation of the Purchaser to consummate the Closing and to purchase and pay for the Purchase Shares being purchased by it pursuant to this Agreement is subject to the satisfaction of the following conditions precedent:

(a)           Representations and Warranties; Covenants.

(i)      Each of the representations and warranties of the Company in Section 3 shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct to such extent) as of the date of this Agreement and as of the date of the Closing as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date).

FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions.

20

CONFIDENTIAL TREATMENT REQUEST

(ii)      The Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement prior to the date of Closing.

(b)           Qualifications.  All authorizations, approvals or permits, if any, of any Governmental Entity that are required in connection with the lawful issuance, sale and purchase of the Purchase Shares, and the purchase and the procurement of foreign exchange for payment of the Purchase Price, pursuant to this Agreement shall have been duly obtained and effective as of the Closing.

(c)           Board Composition.  Effective as of the Closing, the Board shall include (but not be limited to) the following individuals (unless any such individual is unable or unwilling to serve on the Board):  Lei Gu, Anthony Chan, Augustine Lo, Chang Shan, Cheng Wang and Leo Li.

(d)           Nasdaq Listing.  Nasdaq shall have been notified with respect to the Purchase Shares.

6.2           Conditions to the Obligation of the Company to Consummate the Closing.  The obligation of the Company to consummate the Closing and to issue and sell the Purchase Shares to the Purchaser at the Closing is subject to the satisfaction of the following conditions precedent:

(a)           Representations and Warranties; Covenants.

(i)      Each of the representations and warranties of the Purchaser in Section 4 shall be true and correct as of the date of this Agreement and as of the date of the Closing as though made at that time.

(ii)      The Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement prior to the date of Closing.

(b)           Qualifications.  All authorizations, approvals or permits, if any, of any Governmental Entity that are required in connection with the lawful issuance and sale of the Purchase Shares pursuant to this Agreement shall be duly obtained and effective as of the Closing. The Purchaser shall have delivered the Purchaser Questionnaire in the form of Exhibit B attached hereto.

(c)           Payment.  The Purchaser shall have paid the purchase price to the Company as set forth in the Section 2.3(a).

FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions.

21

CONFIDENTIAL TREATMENT REQUEST

7.           Miscellaneous Provisions. 

7.1           Rights Cumulative.  Each and all of the various rights, powers and remedies of the parties shall be considered to be cumulative with and in addition to any other rights, powers and remedies which such parties may have at law or in equity in the event of the breach of any of the terms of this Agreement.  The exercise of any right, power or remedy shall neither constitute the exclusive election thereof nor the waiver of any other right, power or remedy available to such party.

7.2           Notices. 

(a)           Any notices, reports or other correspondence (hereinafter collectively referred to as "correspondence") required or permitted to be given hereunder shall be sent by international courier, facsimile, electronic mail or delivered by hand to the party to whom such correspondence is required or permitted to be given hereunder.  Where a notice is sent by overnight courier, service of the notice shall be deemed to be effected by properly addressing, and sending such notice through an internationally recognized express courier service, delivery fees pre-paid, and to have been effected three (3) business days following the day the same is sent as aforesaid.  Where a notice is delivered by facsimile, electronic mail, by hand or by messenger, service of the notice shall be deemed to be effected upon delivery; provided that facsimile or electronic mail alone does not constitute an effective notice.

(b)           All correspondence to the Company shall be addressed as follows:

Zoom Technologies, Inc.

Sanlitun SOHO, Building A, 11th Floor

No. 8 Workers Stadium North Road

Chaoyang District, Beijing 100027, China

with a copy to:

Ellenoff Grossman & Schole, LLP

150 East 42nd Street,

New York, NY, 10017

Facsimile: 1-212-370-7889

Attention: David Selengut and Barry Grossman

(c)           All correspondence to the Purchaser shall be addressed as follows:

Spreadtrum Communications, Inc.

Spreadtrum Center, Building No. 1

Lane 2288, Zuchongzhi Road

Zhangjiang, Shanghai 201203

FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions.

22

CONFIDENTIAL TREATMENT REQUEST

People's Republic of China

Attention: Dr. Leo Li and Ms. Shannon Gao

Facsimile: +8621-5080-2996

E-mail: leo.li@spreadtrum.com, shannon.gao@spreadtrum.com

With a copy to:

Wilson Sonsini Goodrich & Rosati

650 Page Mill Road

Palo Alto, California  94304

Facsimile: (650) 493-6811

Attention: Carmen Chang, Eva Wang and Scott Anthony

(d)           Any entity may change the address to which correspondence to it is to be addressed by notification as provided for herein.

7.3           Captions.  The captions and paragraph headings of this Agreement are solely for the convenience of reference and shall not affect its interpretation.

7.4           Severability.  Should any part or provision of this Agreement be held unenforceable or in conflict with the applicable laws or regulations of any jurisdiction, the invalid or unenforceable part or provisions shall be replaced with a provision which accomplishes, to the extent possible, the original business purpose of such part or provision in a valid and enforceable manner, and the remainder of this Agreement shall remain binding upon the parties hereto.

7.5           Governing Law; Arbitration; Injunctive Relief. 

(a)           This Agreement shall be governed by and construed in accordance with the internal and substantive laws of the State of New York and without regard to any conflicts of laws concepts which would apply the substantive law of some other jurisdiction.

(b)           Other than as set forth in Section 7.5(c), each of the parties hereto irrevocably (i) agrees that any dispute or controversy arising out of, relating to, or concerning any interpretation, construction, performance or breach of this Agreement, may be settled by arbitration to be held in City of New York, State of New York, in accordance with the rules then in effect of the American Arbitration Association, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such arbitration, and (iii) submits to the non-exclusive jurisdiction of the State of California in any such arbitration or to the jurisdiction of state of federal courts in the state of California in any of the legal actions or claims.  If submitted to arbitration in any jurisdiction, the decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration.  Judgment may be entered on the arbitrator's decision in any court having jurisdiction.  The parties to the arbitration shall each pay an equal share of the costs and expenses of such arbitration, and each party shall separately pay for its respective counsel fees and expenses; provided, however, that the prevailing party in any such arbitration shall be entitled to recover from the non-prevailing party its reasonable costs and attorney fees.

FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions.

23

CONFIDENTIAL TREATMENT REQUEST

(c)           Each of the parties hereto acknowledges and agrees that damages will not be an adequate remedy for any material breach or violation of this Agreement if such material breach or violation would cause immediate and irreparable harm (an "Irreparable Breach").  Accordingly, in the event of a threatened or ongoing Irreparable Breach, each party hereto shall be entitled to seek, in any court of law of competent jurisdiction, equitable relief of a kind appropriate in light of the nature of the ongoing or threatened Irreparable Breach, which relief may include, without limitation, specific performance or injunctive relief; provided, however, that if the party bringing such action is unsuccessful in obtaining the relief sought, the moving party shall pay the non-moving party's reasonable costs, including attorney's fees, incurred in connection with defending such action.  Such remedies shall not be the parties' exclusive remedies, but shall be in addition to all other remedies provided in this Agreement.

7.6           Amendment.  This Agreement may not be amended, modified or terminated, and no rights or provisions may be waived, except with the written consent of the Company and the Purchaser.

7.7           Expenses.  Each party will bear its own costs and expenses in connection with the drafting and negotiation of this Agreement.

7.8           Assignment.  Except as otherwise indicated herein, no party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other parties.  Any purported assignment in violation of this Section 7.8 shall be void.  Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.  Notwithstanding the preceding, the Purchaser may assign its rights herein to any wholly-owned subsidiary without the consent of the Company provided that any such assignment shall not relieve the Purchaser of any liability hereunder.

7.9           Survival.  The respective representations and warranties given by the parties hereto shall terminate upon the earlier of (i) the third anniversary of the Closing, and (ii) the date on which this Agreement is terminated in accordance with Section 7.12 of this Agreement.  Notwithstanding any applicable statute of limitations, any claim with respect to the failure of a representation or warranty to be true and correct (other than as a result of fraud or willful misconduct) that is not asserted within such timeframes may not be pursued and is hereby irrevocably waived after such time.  Notwithstanding the preceding, the representations and warranties given by the Company shall terminate immediately with respect to the Purchaser if it has sold all the Purchased Shares it purchased hereunder and with respect to any Purchased Shares that have been sold by the Purchaser.  Each party hereby agrees that, before bringing any claim with respect to the failure of a representation or warranty to be true and correct, it shall give the other party or parties reasonable notice of such failure and reasonable time to cure such failure.

FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions.

24

CONFIDENTIAL TREATMENT REQUEST

7.10           Entire Agreement.  This Agreement constitutes the entire agreement between the parties hereto respecting the subject matter hereof and supersedes all prior agreements, negotiations, understandings, representations and statements respecting the subject matter hereof, whether written or oral.  No modification, alteration, waiver or change in any of the terms of this Agreement shall be valid or binding upon the parties hereto unless made in writing and in accordance with the provisions of Section 7.6 hereof.

7.11           Counterparts; Reproductions.  This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.  A facsimile, portable document file (PDF) or other reproduction of this Agreement may be executed by one or more parties and delivered by such party by facsimile, electronic mail or any similar electronic transmission pursuant to which the signature of or on behalf of such party can be seen.  Such execution and delivery shall be considered valid, binding and effective for all purposes.

7.12           Termination.

(a)           This Agreement may be terminated and the transactions contemplated hereby abandoned as follows:

(i)      at any time by mutual consent of the Company and the Purchaser; or

(ii)      by either the Company or the Purchaser if the Closing has not occurred within 90 days of the date hereof; provided, however, that the right to terminate this Agreement under this Section 7.12(a)(ii) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Closing to occur on or before such date and such action or failure or failure to act constitutes a material breach of this Agreement.

(b)           If terminated, this Agreement shall become void and there shall be no liability or obligation on the part of any party hereto or their respective officers, directors or affiliates; provided, however, that (1) each party shall remain liable for any breach of this Agreement prior to its termination (subject to the limitations set forth herein, including, without limitation, Section 7.9), and (2) the provisions of this Section 7 (other than Section 7.2) shall remain in full force and effect and survive any termination.

7.13           WAIVER OF JURY TRIAL.  IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions.

25

CONFIDENTIAL TREATMENT REQUEST

(Remainder of Page Intentionally Blank)

FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions.

26

CONFIDENTIAL TREATMENT REQUEST

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

COMPANY
ZOOM TECHNOLOGIES, INC.
By:	/s/ Lei (Leo) Gu
Name:  Lei (Leo) Gu
Title:  Chief Executive Officer

Signature Page To Common Stock Purchase Agreement

FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions.

CONFIDENTIAL TREATMENT REQUEST

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

PURCHASER
SPREADTRUM COMMUNICATIONS, INC.
By:	/s/ Leo Li
Name:  Leo Li
Title:   Chief Executive Officer

Signature Page To Common Stock Purchase Agreement

FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions.

CONFIDENTIAL TREATMENT REQUEST

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

KEY STOCKHOLDER

LEO (LEI) GU

/s/ Leo (Lei) Gu    

Signature Page To Common Stock Purchase Agreement

FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions.

CONFIDENTIAL TREATMENT REQUEST

Schedule I

Lei (Leo) Gu

FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions.

EX-10.1

September 30, 2011 Exhibit 10.1

EX-31.1

Exhibit 31.1

Rule 13a-14(a) / 15d-14(a) Certification of Lei Gu, CEO

I, Lei Gu, Chief Executive Officer, of Zoom Technologies, Inc., a Delaware corporation, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Zoom Technologies, Inc. for the quarterly period ended September 30, 2011;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures; as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's fiscal quarter in this quarterly report that has materially affected or is reasonably like to affect, the registrant's internal control over financial reporting;

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which could adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 Date: November 14, 2011

/s/ Lei Gu         
Lei Gu
Chief Executive Officer

EX-31.2

Exhibit 31.2

Rule 13a-14(a) / 15d-14(a) Certification of Anthony K. Chan, CFO

I, Anthony K. Chan, Chief Financial Officer, of Zoom Technologies, Inc., a Delaware corporation, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Zoom Technologies, Inc. for the quarter period ended September 30, 2011;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures; as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's fiscal quarter in this quarterly report that has materially affected or is reasonably like to affect, the registrant's internal control over financial reporting;

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which could adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 14, 2011

/s/ Anthony K. Chan        
Anthony K. Chan
Chief Financial Officer

EX-32

Exhibit 32

SECTION 1350 CERTIFICATIONS

We, Lei Gu, Chief Executive Officer and Anthony K. Chan, Chief Financial Officer, of Zoom Technologies, Inc., a Delaware corporation (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of our knowledge:

1. the Quarterly Report on Form 10-Q of the Company for the period ended September 30, 2011 (the "Report") fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 14, 2011

/s/ Lei Gu           
Lei Gu
Chief Executive Officer

and

/s/ Anthony K. Chan           
Anthony K. Chan
Chief Financial Officer

The material contained in Exhibit 32.0 is not deemed "filed" with the SEC and is not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing.

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Sep. 30, 2011	Dec. 31, 2010
STOCKHOLDERS' EQUITY
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	35,000,000	35,000,000
Common stock, shares issued	15,886,237	15,275,572
Common stock, shares outstanding	15,884,557	15,273,892
Treasury shares, at cost	1,680	1,680

XML

CONSOLIDATED STATEMENTS OF INCOME - OTHER COMPREHENSIVE INCOME (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Income Statement [Abstract]
Net revenues	$ 50,748,605	$ 72,155,779	$ 167,358,736	$ 166,011,921
Cost of sales	44,046,505	64,783,811	148,401,121	149,881,942
Gross profit	6,702,100	7,371,968	18,957,615	16,129,979
Operating expenses:
Sales and marketing	187,378	153,307	577,681	267,345
General and administrative	1,708,923	1,052,776	4,651,512	2,867,839
Research and development expenses	1,410,797	689,682	4,459,110	689,682
Non-cash equity-based compensation	362,712	434,489	977,650	1,217,398
Total operating expenses	3,669,810	2,330,254	10,665,953	5,042,264
Income from operations	3,032,290	5,041,714	8,291,662	11,087,715
Other income (expenses)
Interest income	144,953	127,601	289,137	251,717
(Loss) on disposal of fixed assets	0	(62,823)	(8,487)	(64,850)
Government grant income	454	50,606	15,895	68,958
Other income	58,363	573	520,179	214,194
Interest expense	(720,064)	(324,087)	(1,695,087)	(1,006,362)
Exchange (loss)	(30,378)	(7,483)	(67,860)	(8,477)
Other expenses	(203,905)	(71,053)	(346,836)	(184,548)
Total other expenses	(750,577)	(286,666)	(1,293,059)	(729,368)
Income before income taxes and noncontrolling interest	2,281,713	4,755,048	6,998,603	10,358,347
Income taxes	604,011	877,831	2,045,371	2,445,237
Income before noncontrolling interest	1,677,702	3,877,217	4,953,232	7,913,110
Less: (loss) Income attributable to noncontrolling interest	(77,397)	75,948	(70,016)	181,491
Net income attributable to Zoom Technologies Inc.	1,755,099	3,801,269	5,023,248	7,731,619
Foreign currency translation gain - Zoom Technologies Inc.	175,224	420,112	920,551	531,115
Foreign currency translation gain - noncontrolling interest	30,163	0	102,507	0
Comprehensive income Zoom Technologies Inc.	1,930,323	4,221,381	5,943,799	8,262,734
Comprehensive income noncontrolling interest	$ (47,234)	$ 75,948	$ 32,491	$ 181,491
Basic and diluted income per common share:
Basic	$ 0.11	$ 0.29	$ 0.32	$ 0.68
Diluted	$ 0.11	$ 0.29	$ 0.32	$ 0.67
Weighted average common shares outstanding:
Basic	15,866,686	12,981,396	15,825,501	11,341,878
Diluted	15,924,013	13,094,204	15,892,287	11,483,631

XML

LONG-TERM PAYABLES - Note 18

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

LONG-TERM PAYABLES - Note 18

NOTE 18 — LONG-TERM PAYABLES

	September 30, 2011		December 31, 2010
			(Audited)
Acquisition payable	$	290,000	$	580,000

Acquisition payable arose from our acquisition of Nollec Wireless on June 1, 2010. Two equal payments of $145,000 each are due six months apart with the first payment due on December 1, 2012.

XML

Document and Entity Information (USD $)	9 Months Ended
	Sep. 30, 2011	Nov. 10, 2011	Jun. 30, 2010
Document And Entity Information
Entity Registrant Name	ZOOM TECHNOLOGIES INC
Entity Central Index Key	0000822708
Document Type	10-Q
Document Period End Date	Sep. 30, 2011
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 35,833,771
Entity Common Stock, Shares Outstanding		22,312,545
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2011

XML

STOCK OPTIONS - Note 21

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

STOCK OPTIONS - Note 21

NOTE 21 — STOCK OPTIONS

Previous Plan

Prior to the acquisition of Gold Lion, the Company issued stock options to its previous employees, officers and directors. Pursuant to terms of the Share Exchange Agreement, outstanding stock options at the closing of the acquisition remain valid for the full life of the options regardless if the employee, officer and director will or will not remain in any capacity with the Company. There were 423,100 shares of options outstanding as of September 22, 2009, the effective date of the reverse merger between Zoom and Gold Lion, with expiration in 3 years from the date of grant and in various stages of vesting. The non-cash compensation charges of these stock options will be recorded by the spun-off subsidiary, Zoom Telephonics, and shall not be expensed by the Company.

On the closing of the acquisition, 30,000 stock options were granted to 4 exiting directors of the Company, for their anticipated cooperation with post-acquisition management, including the provision of any historical information about the Company that may be needed in future activities. Such options are exercisable at $10.14 per share, vest in 6 months from the date of grant and will expire in 2 years. The non-cash compensation charges of these 30,000 shares of options will be expensed by the Company.

During 2010, 100,000 options held by the previous employees, executives and directors of the Company prior to the merger transaction on September 22, 2009, were exercised at the weighted average price of $3.24 per share.

During the quarter ended March 31, 2011, 23,900 stock options held by the previous employees, executives, and directors of the Company prior to the merger transaction on September 22, 2009, were exercised at the weighted average price of $3.51 per share.

During the quarter ended June 30, 2011, 10,500 stock options held by the previous employees, executives and directors of the Company prior to the merger transaction on September 22, 2009, were exercised at the weighted average price of $1.68 per share.

During the quarter ended September 30, 2011, 4,800 stock options held by the previous employees, executives and directors of the Company prior to the merger transaction on September 22, 2009, were exercised at the weighted average price of $1.58 per share.

The following summary represents options activity for the nine months ended September 30, 2011 under the previous plan.

		Weighted
	Under	Average		Aggregate
	Previous	Exercise		Intrinsic
	Plan	Price		Value
Balance, December 31, 2010	211,650	$ 3.25	$	427,612
Granted	-	-
Lapsed	(41,100)	-
Exercised	(39,200)	$ 2.78
Balance, September 30, 2011	131,350	$ 1.79	$	720

The following represents options summary as of September 30, 2011 under the previous plan.

	Options Outstanding				Options Exercisable
		Weighted Average		Weighted			Weighted
		Remaining		Average			Average
	Number	Contractual		Exercise	Number		Exercise
	Outstanding	Life		Price	Exercisable		Price
Options	131,350	0.31 years	$	1.79	131,350	$	1.79

THE 2009 EQUITY INCENTIVE COMPENSATION PLAN

On December 10, 2009, the Company's Board of Directors ("BOD") approved and adopted the 2009 Equity Incentive Compensation Plan (the "New Plan"), and 1,100,000 options were granted on the same day to current employees, executives and directors of the Company, with an exercise price of $6.18 per share, expiration between 1 and 3 years, and vesting over the life of the options.

On November 28, 2010, the Company's BOD approved re-pricing of the outstanding options from the exercise price of $6.18 to $3.75 per share.

On December 1, 2010, the Company's BOD approved of the granting of 677,000 options to current employees and executives of the Company, with an exercise price of $3.75 per share, vesting over 3 years and expiration in 3.25 years.

On July 1, 2011, the Company's BOD approved of the granting of 225,000 options to replace options that expired unexercised on June 9, 2011. Such options, issued to outside directors and personnel in management, sales and marketing, have an exercise price of $2.50 per share, vest over 2 quarters and expire in 2 years.

The following summary represents options activity for the nine months ended September 30, 2011 under the New Plan.

	Under	Weighted
	the	Average		Aggregate
	New	Exercise		Intrinsic
	Plan	Price		Value
Balance, December 31, 2010	1,767,000	$ 3.75	$	1,265,040
Granted	225,000	$ 2.50
Lapsed	(235,000)	-
Exercised	-	-
Balance, September 30, 2011	1,757,000	$ 3.59	$	-

The following represents options summary as of September 30, 2011 under the New Plan.

	Options Outstanding				Options Exercisable
		Weighted Average		Weighted			Weighted
		Remaining		Average			Average
	Number	Contractual		Exercise	Number		Exercise
	Outstanding	Life		Price	Exercisable		Price
Options	1,757,000	1.86 years	$	3.59	780,500	$	3.57

The Company determined the grant date fair value of 865,000 options of $1.80 per share which was calculated using the Black Scholes Options Pricing Model as follows: Stock price of $6.18 per share, exercise price of $6.18 per share, expected life of 3.25 years, volatility of 39.18% and discount rate of 1.26%.

For the re-pricing of the above 865,000 options on November 28, 2010, from the exercise price of $6.18 to $3.75 per share, the Company determined the incremental fair value of $0.48 per share which was calculated by taking the difference between the Black Scholes values of the new exercise price and that of the old exercise price. Other data used in the calculations include: the stock market price of $3.54, expected of 2.28 years, volatility of 33.59% and discount rate of 0.78%.

The Company determined the grant date fair value of 235,000 options of $1.20 per share which was calculated using the Black Scholes Options Pricing Model as follows: Stock price of $6.18 per share, exercise price of $6.18 per share, expected life of 1.5 years, volatility of 39.18% and discount rate of 0.78%.

For the re-pricing of the above 235,000 options on November 28, 2010, from the exercise price of $6.18 to $3.75 per share, the Company determined the incremental fair value of $0.26 per share which was calculated by taking the difference between the Black Scholes values of the new exercise price and that of the old exercise price. Other data used in the calculations include: the stock market price of $3.54, expected of 0.53 years, volatility of 33.59% and discount rate of 0.28%.

The Company determined the grant date fair value of 677,000 options of $0.74 per share which was calculated using the Black Scholes Options Pricing Model as follows: Stock price of $3.45 per share, exercise price of $3.75 per share, expected life of 3.25 years, volatility of 33.42% and discount rate of 0.84%.

The Company determined the grant date fair value of 225,000 options of $0.49 per share which was calculated using the Black Scholes Options Pricing Model as follows: Stock price of $2.50 per share, exercise price of $2.50 per share, expected life of 2.0 years, volatility of 34.43% and discount rate of 0.50%.

XML

ADVANCE TO SUPPLIERS - Note 7

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

ADVANCE TO SUPPLIERS - Note 7

NOTE 7 — ADVANCE TO SUPPLIERS

As of September 30, 2011 and December 31, 2010, the Company's advance to suppliers consisted of the following:

	September 30, 2011		December 31, 2010
			(Audited)
Yuechangrui	$	23,492,974	$	-
Media Tak Inc.	122,894		-
CEC CoreCast Technology Co., Ltd. ("CECCC")		9,407,976		7,734,980
Shenzhen Nanxin Communication Equipment Co., Ltd.		781,030		-
Shenzhen Futian District Longchengfa Electronic Co., Ltd.		624,824		-
Shenzhen Baoan District Shiyan Jixintong Commercial & Trade Co. ("SBDSJCTC")				6,851,051
Tsingtao Hisense Portable Communication Tech Co.,Ltd.				245,762
Shenzhen United Lifeng Supply Chain Management Co., Ltd.		233,999		-
Shenzhen Wuxing Commercial & Trade Co.		8,310,597		3,729,695
Shenzhen Fudian District Longchengfa Electronic Commercial Co.				604,979
Jiangxi TongGuJiangQian		478,000		-
Foshan Import and Export		1,788,985		-
Dewav Technology		877,650		-
Foshan Tianjia Import		2,513,000		-
YTone		538,930		-
Konka		332,110		-
Others		722,628		555,825
Total advance to suppliers	$	50,225,597	$	32,776,983

The Company made bank note payments to CECCC in advance of purchasing of material and the amounts as mentioned above are scheduled to deliver materials between December 20, 2011 and March 20, 2012. The advance payments are intended to ensure preferential pricing.

The Company purchased parts for mobile phone manufacturing from SBDSJCTC which delivered those parts to the Company with the balance of funds completely returned as of September 30, 2011.

The Company purchased mobile phones components and sub-assemblies from Yuechangrui with delivery terms range from three to nine months from the date of payment.

The Company signed a purchase agreement with Shenzhen Wuxing Commercial & Trade Co. for the supply of components for the E33 mobile phone. These components are to be delivered during the fourth quarter of 2011 and the first quarter of 2012.

XML

INCOME TAX - Note 22

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

INCOME TAX - Note 22

NOTE 22 — INCOME TAX

TCB Digital, Jiangsu Leimone and Nollec Wireless are governed by the Income Tax Law of the PRC concerning the private-run enterprises, which are generally subject to tax at a statutory rate of 25% on income reported in the statutory financial statements after appropriate tax adjustments.

Jiangsu Leimone is exempt from income tax in PRC for two years starting from the first profitable year or the year 2008, whichever is earlier, and is subject to a 50% exemption on normal income tax rate for the following three years. 

Nollec Wireless is exempt from income tax in PRC for two years starting from 2008, and is subject to a 50% exemption on normal income tax rate for three years starting from 2010 and is subject to normal income tax rate from 2013.

Since Nollec has pre-tax loss for the nine months period ended September 30, 2011, the Company's net income and earnings per share had no effect due to its income tax exemption.

Profit Harvest and CDE are governed by the Income Tax Law of Hong Kong, which is generally subject to tax at a statutory rate of 16.5% on income reported in the statutory financial statements after appropriate tax adjustments.

TCB Digital had pre-tax loss of $360,102 and pre-tax profit of $550,883 for the nine months ended September 30, 2011 and 2010 respectively, while Jiangsu Leimone had pre-tax loss of $801,131 and $19,152 for the nine months ended September 30, 2011 and 2010 respectively, while Profit Harvest had pre-tax profit of $12,333,401 and $11,408,108 for the nine months ended September 30, 2011 and 2010 respectively, while Nollec Wireless had pre-tax loss of $1,884,866 for the nine months ended September 30, 2011, while CDE had pre-tax loss of $133,576 for the nine months ended September 30, 2011.

The following table summarizes the temporary differences which result in deferred tax assets and liabilities as at September 30, 2011 and December 31, 2010:

	September 30, 2011		December 31, 2010
Deferred tax assets:			(Audited)
Inventory impairment reserve	$	-	$	28,763
Accrued expenses	29,625		28,684
Bad debt allowance	24,597
Other expenses not deductible in this period	12,985
Expensed Technology development cost	131,799		-
Inventory shortage	98,539		95,410
Long-term investment impairment	17,573		17,014
	315,118		169,871
Less: Valuation allowance	-		-
Total deferred tax assets	315,118		169,871
Deferred tax liabilities
Developed products	(68,632)		(66,452)
Deferred tax assets, net	$	246,486	$		103,419

The following table reconciles the U.S. statutory rates to the Company's effective tax rate for the nine months ended September 30, 2011 and 2010:

	September 30, 2011	September 30, 2010
US statutory rates	34.0%	34.0%
Tax rate difference	(22.6)%	(13.4)%
Valuation allowance	16.5%	-
Tax for prior year	1.3%	3.0%
Tax per financial statements	29.4%	23.6%

The following table reconciles the U.S. statutory rates to the Company's effective tax rate for the three months ended September 30, 2011 and 2010:

	September 30, 2011	September 30, 2010
US statutory rates	34.0%	34.0%
Tax rate difference	(13.0)%	(14.8)%
Valuation allowance	(0.6%)	(1.3)%
Tax for prior year	5.0%	0.5%
Tax per financial statements	26.6%	18.4%

Foreign pretax earnings approximated $9.2 million for the nine months ended September 30, 2011. Pretax earnings of a foreign subsidiary are subject to U.S. taxation when effectively repatriated. The Company provides income taxes on the undistributed earnings of non-U.S. subsidiaries except to the extent that such earnings are invested indefinitely outside of the U.S. At September 30, 2011, approximately $29 million of accumulated undistributed earnings of non-U.S. subsidiaries was invested indefinitely. At the existing U.S. federal income tax rate, additional taxes of $2.6 million would have to be provided if such earnings were remitted currently.

XML

STOCKHOLDERS' EQUITY - Note 20

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

STOCKHOLDERS' EQUITY - Note 20

NOTE 20 — STOCKHOLDERS' EQUITY

COMMON STOCK

During 2010, 100,000 stock options held by the previous employees, executives and directors of the Company prior to the merger transaction on September 22, 2009, were exercised at the weighted average price of $3.24 per share.

There were 100,000 shares of common stock issued to two consultants for their 12 months of service to the Company from January 1, 2010. These shares were valued at $6.78 per share, the closing price on January 8, 2010 which was the last available price prior to the signing of agreement. The amount recorded was non-cash compensation charge of $678,000 during 2010.

We issued 15,000 shares of common stock to a consultant for his 19 months of service to the Company from June 1, 2010. The shares were valued at $5.98 per share, the closing price on June 17, 2010 which was the date of the consulting agreement. As of September 30, 2011 and December 31, 2010, non-cash compensation expense of $42,489 and $33,047 respectively was recorded and deferred expenses of $14,163 and $56,653 respectively was recorded.

On November 28, 2010 and subsequently on December 10, 2010, the Board of Directors approved of the grant of 52,000 shares of common stock to members of the Board for their service over the next 12 months. The shares were valued as of the dates of grant. As of September 30, 2011 and December 31, 2010, non-cash compensation expense of $139,560 and $15,507 respectively was recorded and deferred expenses of $31,013 and $170,573 respectively was recorded. These shares were issued in January 2011, therefore as of December 31, 2010, these 52,000 shares were recorded as shares to be issued

The Company issued 59,159 shares of common stock in January 2010 for the exercise of Series B warrants which were exercised during the year ended December 31, 2009 and were part of shares to be issued as at December 31, 2009.

In March 2010, 15,517 of Series A warrants were exercised at $6 per share. After anti-dilution adjustments became applicable, another 18,000 Series A warrants were exercised in December 2010 at $3.74 per share.

In December 2010, 13,056 Placement Agent warrants were exercised cashless resulting in the issuance of 3,665 shares of common stock. The shares were physically issued in January 2011, therefore as of December 31, 2010, these 3,665 shares were recorded as shares to be issued.

Mr. Gu, the Chairman & CEO of the Company, exercised his option to acquire 29.0% interest in TCB Digital and transfer such interest to the Company on March 31, 2010. A total of 2,402,576 shares of common stock were issued to Mr. Gu and his assignee on June 10, 2010; there were also 60,000 shares of common stock issued to a financial consultant and his assignees in connection with Mr. Gu's purchase.

On May 28, 2010, the Company sold 166,667 shares of common stock registered on Form S-3 to an accredited investor at $6.00 per share and received $1,000,002. As part of this transaction Company issued 6,667 warrants with an exercise price of $6.90 per share to the placement agent which were recorded net of the value of proceeds. Legal fees incurred for this transaction were $80,450.

On November 15, 2010, the Company closed a private placement in which 2,113,664 shares of our common stock were sold at $3.75 per share and 1,585,248 Series G warrants were issued for gross proceeds of $7,926,240. Another 42,273 stock purchase warrants were issued to placement agents in connection with the transaction; both the Series G warrants and the placement warrants are exercisable at $4.71 per share and expire in 5 years. The placement agents involved in the transaction were paid a 7% commission and granted 42,273 warrants exercisable at $4.71 per share. Under terms of the securities purchase agreement, the Company was obligated to file a registration statement for the securities sold within 45 days from the date of the agreement and cause the registration statement to be declared effective within a maximum of 120 days, otherwise penalties will be assessed against the Company. A registration statement on Form S-3 was filed with the SEC on December 23, 2010 and was declared effective on January 7, 2011, and the Company fulfilled its obligation to register the securities. Legal and other fees incurred for this transaction were approximately $470,000. The Company paid commissions of approximately $560,000.

During the quarter ended March 31, 2011, 23,900 stock options held by the previous employees, executives and directors of the Company prior to the merger transaction on September 22, 2009, were exercised at the weighted average price of $3.51 per share.

During the quarter ended June 30, 2011, 10,500 stock options held by the previous employees, executives and directors of the Company prior to the merger transaction on September 22, 2009, were exercised at the weighted average price of $1.68 per share.

During the quarter ended September 30, 2011, 4,800 stock options held by the previous employees, executives and directors of the Company prior to the merger transaction on September 22, 2009, were exercised at the weighted average price of $1.58 per share.

In January 2011, 1000 Series A warrants were exercised at $3.74 per share.

On January 4, 2011, the Company acquired 100% of CDE by issuing 484,800 shares of our common stock to the owners of Celestial. The shares were valued at $3.75 per share.

In March 2011, the Company contracted a consultant for 12 months of legal services which began in January 2011 for the issuance of 30,000 shares of our common stock. The shares were valued at $3.42 per share, the closing price on March 21, 2011 which was the date of approval by the Company's Board of Directors. As of March 31, 2011, these 30,000 shares were recorded as shares to be issued; the shares were issued during the quarterly period ended June 30, 2011. As of September 30, 2011, we recorded non-cash compensation expense of $76,950 and deferred expenses of $25,650.

WARRANTS

The Company granted Series A, B, C, D and E warrants to the accredited investors as part of its private place offering on October 16, 2009 and November 18, 2009.

Following is the brief description of warrants:

Series A Warrants: The Series A warrants have an exercise price of $6.00 and a term of 5 years from the issue date subject to the Exchange Cap (as defined in the agreement).

Series B Warrants: The Series B warrants have an exercise price of $0.01 and a term of three (3) months from the issue date provided, however, that such date shall be extended indefinitely if the warrant cannot be exercised due to the Beneficial Ownership Limitation (as defined in the agreement) or the Exchange Cap Limitation (as defined in the agreement) until the warrant can be exercised in full by the holder thereof without breaching the Beneficial Ownership Limitation (as defined in the agreement) or the Exchange Cap Limitation (as defined in the agreement). All B Warrants were exercised in December 2009.

Series C Warrants: The Series C warrants shall be exercisable only upon the exercise of the Series B warrants. The Series C warrants shall have an exercise price of $6.00 and a term of 5 years from the issue date.

Series D Warrants: The Series D warrants shall be exercisable if the Company fails to meet certain performance criteria for the year 2009. The Series D warrant shall have an exercise price of $0.01 and a term of exercise equal to three (3) months from the date the Maximum Eligibility Date (as defined in the agreement); provided, however, that such date shall be extended indefinitely if the warrant cannot be exercised due to the Beneficial Ownership Limitation (as defined in the agreement) or the Exchange Cap (as defined in the agreement) until the warrant can be exercised in full by the holder without breaching the Beneficial Ownership Limitation (as defined in the agreement) or the Exchange Cap Limitation (as defined in the agreement). Due to the Net Income of Zoom as reported in the Company's annual report for the year 2009 exceeding the eligibility threshold pursuant to the agreement, the Series D Warrants became ineligible for exercise.

Series E Warrants: The Series E warrants shall be exercisable if the Company fails to meet certain performance criteria for the year 2010. The Series E warrants shall have an exercise price of $0.01 and a term of three (3) months from the date the Maximum Eligibility Date (as defined in the agreement); provided, however, that such date shall be extended indefinitely if the warrant cannot be exercised due to the Beneficial Ownership Limitation (as defined in the agreement) until the Warrant can be exercised in full by the holder thereof without breaching the Beneficial Ownership Limitation (as defined in the agreement). Due to the Net Income of Zoom as reported in the Company's annual report for the year 2010 exceeding the eligibility threshold pursuant to the agreement, the Series E Warrants became ineligible for exercise.

The Company granted on May 6, 2010, Series F warrants to the investors for their temporary forfeiture of their right to participate in the Company's future financings.

Series F Warrants: The Series F warrants have an exercise price of $6.00 and a term of 5 years from the issue date. The Company issued 375,000 F warrants to investors who participated in private placement transaction pursuant to the Securities Purchase Agreement dated October 15, 2009, to temporarily waive their right for eight months to participate in a future offering of the Company. The investors originally have a period of twenty-four months ("Rights Period") in which they have the right to participate, and for providing a temporary waiver, an eight-month duration is added to the original expiration of the Rights Period.

The Company granted Series G warrants to the accredited investors as part of its private place offering on November 15, 2010.

Series G Warrants: The Series G warrants shall have an exercise price of $4.71 and a term of 5 years from the issue date.

Anti-dilution Adjustments for Certain Warrants: Since the private placement in November 2010 involved sales of the Company's stock at a price that activated anti-dilution provisions in the A, C, F and certain placement agent warrants, the exercise price of these warrants is adjusted to $3.74 per share and the number of warrants eligible is multiplied by a factor of 6 / 3.74 or 1.60 with fractional shares rounding up.

The following summary represents warrants activity for the nine months ended September 30, 2011:

		Weighted
		Average		Aggregate
	Number of	Exercise		Intrinsic
	Warrants	Price		Value
Balance, December 31, 2010	4,467,190	$ 4.09	$	1,697,532
Granted	-	-
Lapsed	-	-
Exercised	(1,000)	$ 3.74
Balance, September 30, 2011	4,466,190	$ 4.09	$	-

The following presents warrants summary as of September 30, 2011:

	Warrants Outstanding				Warrants Exercisable
		Weighted Average		Weighted			Weighted
		Remaining		Average			Average
	Number	Contractual		Exercise	Number		Exercise
	Outstanding	Life		Price	Exercisable		Price
Warrants	4,466,190	3.52 years	$	4.09	4,466,190	$	4.09

The Company determined the grant date fair value of A, C and placement agent warrants of $3.26 per share which was calculated using the Black Scholes Options Pricing Model as follows: Stock price of $6.87 per share, exercise price of $6 per share, expected life of 5 years, volatility of 46.63% and discount rate of 2.37%. These warrants were recorded net off the value of proceeds.

The Company determined the grant date fair value of F warrants of $1.51 per share which was calculated using the Black Scholes Options Pricing Model as follows: Stock price of $5.52 per share, exercise price of $6 per share, expected life of 5 years, volatility of 30.30% and discount rate of 2.10%. These warrants were recorded net off the value of proceeds.

The Company determined the grant date fair value of placement agent warrants of $1.23 per share which was calculated using the Black Scholes Options Pricing Model as follows: Stock price of $5.52 per share, exercise price of $6.90 per share, expected life of 5 years, volatility of 30.30% and discount rate of 2.10%. These warrants were recorded net of the value of proceeds.

The Company determined the grant date fair value of G and placement warrants of $1.04 per share which was calculated using the Black Scholes Options Pricing Model as follows: Stock price of $3.99 per share, exercise price of $4.71 per share, expected life of 5 years, volatility of 33.57% and discount rate of 1.51%. These warrants were recorded net of the value of proceeds.

XML

INTANGIBLE ASSETS - Note 12

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

INTANGIBLE ASSETS - Note 12

NOTE 12 — INTANGIBLE ASSETS

As of September 30, 2011 and December 31, 2010, the Company's intangible assets were summarized as follows:

	Useful life	September 30, 2011		December 31, 2010
				(Audited)
Software	3 years	$	192,106	$	30,448
Domain name, logo & trade mark (from related party)	Indefinite	349,600		349,600
Technology use right	1 year	124,705
Patent techniques	10 years	180,310		174,583
Total cost			846,721		554,631
Less: Total accumulated amortization			(78,707)		(29,173)
Intangible assets, net		$	768,014	$	525,458

Intangible assets are stated at cost less accumulated amortization. The Company acquired domain name "zoom.com" and related logo & trade name for 80,000 shares of common stock valued $349,600 as of the date of purchase. The domain name, logo and trademark have indefinite lives and no amortization was recorded. The amortization of intangible assets for the nine months ended September 30, 2011 and 2010 was $42,446 and $9,230 respectively. The amortization of intangible assets for the three months ended September 30, 2011 and 2010 was $21,840 and $7,186 respectively. The estimated amortization for the next five years as of September 30, 2011 and thereafter is expected to be as follows by years:

2012	$	196,380
2013	76,853
2014	44,733
2015		18,031
2016		18,031
Thereafter		64,386
Total	$	418,414

XML

MERGER AND ACQUISITION - Note 3

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

MERGER AND ACQUISITION - Note 3

NOTE 3 — MERGER AND ACQUISITION

The Company acquired 100% equity in Silver Tech on May 31, 2010. As of May 31, 2010, the net assets of Silver Tech were $2,564,160. The purchase consideration was $10,960,000 which resulted in goodwill of $8,395,840.

Silver Tech's subsidiary Nollec Wireless primarily focuses on R&D for mobile phones, and hardware and software solutions for domestic Chinese and overseas customers. Its design team includes experienced engineers in the core technologies of wireless communication and mobile phone development. Nollec provides state of the art industrial, user inter-phase, mechanical and engineering designs and software and hardware integration.

The Company acquired 100% ownership of CDE on January 4, 2011. As of January 4, 2011, the net assets of CDE were $(43,409).The purchase consideration was $1,818,000 which resulted in goodwill of $1,861,410.

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed from CDE as of the date of acquisition on January 4, 2011.

Cash	$	235,112
Other receivables	5,895
Prepaid expenses	3,259
Accounts receivable	8,413
Fixed assets	6,565
Goodwill	1,861,409
Short-term loan	(20,075)
Accounts payable	(990)
MPF payable	(1,758)
Due to related party	(277,774)
Accrued expenses	(2,056)
Purchase price	$	1,818,000

No proforma information is presented as acquisition of CDE at the beginning of January 1, 2011 did not result in any significant fluctuation in our net revenue and net income.

The following table summarizes goodwill as of June 30, 2011 resulting from the acquisitions of Jiangsu Leimone, Silver Tech and CDE:

Jiangsu Leimone	$	103,057
Silver Tech	8,395,840
CDE	1,861,409
Total goodwill	$	10,360,306

There was no impairment of goodwill as at September 30, 2011 and December 31, 2010.

XML

PROPERTY, PLANT AND EQUIPMENT - Note 9

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

PROPERTY, PLANT AND EQUIPMENT - Note 9

NOTE 9 — PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment as of September 30, 2011 and December 31, 2010 consisted of the following:

	September 30, 2011		December 31, 2010
			(Audited)
Machinery and Equipment	$	9,308,198	$	9,000,562
Electronic Equipment	2,415,298		1,693,094
Transportation Equipment		181,194		175,439
Workshop reconstruction		158,862		60,755
Leasehold improvements		132,415		120,516
Computer equipment		96,039		-
Office equipment		128,464		120,560
		12,420,470		11,787,579
Less: Accumulated depreciation		(8,285,391)		(6,837,659)
Total property, plant and equipment, net	$	4,135,079	$	4,949,920

Depreciation for the nine months ended September 30, 2011 and 2010 was $1,130,038 and $1,216,916 respectively. The depreciation for the three months ended September 30, 2011 and 2010 was $365,422 and $420,434 respectively.

XML

NOTES PAYABLE - Note 14

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

NOTES PAYABLE - Note 14

NOTE 14 — NOTES PAYABLE

These notes are payable in three to six months and bear no interest. The balance of notes payable as of September 30, 2011 and December 31, 2010 consisted of the following (all were bankers' acceptances):

	September 30, 2011		December 31, 2010
			(Audited)
CECCC, honored by the BOCTB, from July 12, 2010 to January 12, 2011, secured by $907,468 of cash in bank	$	-	$	1,814,937
CECCC, honored by the BOCTB, from July 14, 2010 to January 14, 2011, secured by $1,361,203 of cash in bank		-	2,722,405
CECCC, honored by the BOCTB, from September 14, 2010 to March14, 2011, secured by $1,512,447 of cash in bank.		-	3,024,895
CECCC, honored by the BOCTB, from September 16, 2010 to March 16, 2011, secured by $2,268,671 of cash in bank.		-	4,537,342
CECCC, honored by the BOCTB, from September 17, 2010 to March 17, 2011, secured by $1,615,294 of cash in bank.		-	3,230,588
CECCC, honored by the BOCTB, from September 19, 2010 to March 19, 2011, secured by $2,422,941 of cash in bank.		-	4,845,882
CECCC, honored by the BOCTB, from October 9, 2010 to April 9, 2011, secured by $1,814,937 of cash in bank.		-	3,629,874
Tianjin Tong Guang Group Electronics Science & Technology Co., Ltd., honored by the China Bohai Bank, from December 10, 2010 to June 10, 2011, secured by $1,512,447 of cash in bank.		-	1,512,447
CECCC, honored by the BOCTB, from July 14, 2011 to January 14, 2012, secured by $937,236 of cash in bank		1,874,473	-
CECCC, honored by the BOCTB, from July 20, 2011 to January 20, 2012, secured by $1,405,855 of cash in bank		2,811,709	-
Shanghai Zhanqiao, honored by the BOCTB, from August 8, 2011 to February 8, 2012, secured by $1,562,061 of cash in bank		1,562,061	-
CECCC, honored by the BOCTB, from September 20, 2011 to March 20, 2012, secured by $3,905,152 of cash in bank.		7,810,303	-
CECCC, honored by the BOCTB, from September 22, 2011 to March 22, 2012, secured by $3,202,224 of cash in bank.		6,404,449	-
CECCC, honored by the BOCTB, from September 27, 2011 to March 27, 2012, secured by $968,478 of cash in bank.		1,936,955	-
CECCC, honored by the BOCTB, from April 13, 2011 to October 13, 2011, secured by $749,789 of cash in bank		1,499,578	-
CECCC, honored by the BOCTB, from April 18, 2011 to October 18, 2011, secured by $1,124,684of cash in bank		2,249,368	-
Total notes payable	$	26,148,896	$		25,318,370

The Company is contingently liable for a total of RMB 62.7 million, or approximately US$9.8 million, for notes received from customers that are either discounted or endorsed but not matured as of September 30, 2011.

XML

RESEARCH AND DEVELOPMENT CONTRACTS IN PROGRESS - Note 10

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

RESEARCH AND DEVELOPMENT CONTRACTS IN PROGRESS - Note 10

NOTE 10 — RESEARCH ANDH DEVELOPMENT CONTRACTS IN PROGRESS

	September 30, 2011		December 31, 2010
			(Audited)
Revenue in excess of costs	$	-	$	531,617
Billings in excess of revenue		88,010		-

Research and development contracts in progress include cost plus profit attributable to mobile phone development contracts in progress. Cost to date is calculated based on the value of man-month engineering costs and related overhead expenses.　 Company's R&D cost as at September 30, 2011 and December 31, 2010 was $0.20 million and $1.24 million respectively while its progress billings were $0.28 million and $0.71 million respectively.

XML

SUBSEQUENT EVENTS - Note 27

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

NOTE 27- SUBSEQUENT EVENTS

NOTE 27- SUBSEQUENT EVENTS

ACQUISITION OF 55% OF PORTABLES UNLIMITED LLC

On October 12, 2011, the Company and Zoom USA Holdings, Inc. ("Zoom Sub"), a newly formed wholly-owned subsidiary of the Company, entered into a Securities Purchase Agreement to purchase from The Cellular Network Communications Group, Inc. ("CNCG") a 50% interest in Portables Unlimited LLC ("Portables"), an exclusive wholesale distributor of T-Mobile products in the United States. As consideration for the 50% interest in Portables, the Company (i) issued 1,494,688 shares of Zoom common stock (the "Equity Consideration") to the principals of CNCG and (ii) through Zoom Sub, issued a promissory note of $500,000 payable to CNCG. The promissory note accrues interest at 2% per annum and matures three years from the date of issuance. In addition, the Company purchased an additional 5% interest in Portables for $750,000, to be paid within thirty days of the closing date.

Further, in connection with the transaction, the Company assumed the responsibility for repaying certain indebtedness owed by Portables to T-Mobile USA, Inc. in the amount of $4,757,187 (the "T-Mobile Indebtedness"), and agreed to arrange for a $500,000 letter of credit in the name of Portables to secure obligations of Portables to T-Mobile. The T-Mobile Indebtedness is payable under the following schedule: $2,500,000 is due on November 10, 2011 (the "Initial Payment"), $1,400,000 is due on December 10, 2011 (the "Second Payment"), and the remaining $857,186 is due on December 20, 2011 (the "Final Payment"). If the Initial Payment and Second Payment are made in a timely manner, T-Mobile will waive the Final Payment. If the Final Payment is waived, the Company agrees to pay other outstanding indebtedness of Portables in the amount of $4,500,000, less the amount of T-Mobile Indebtedness paid off. As of November 7, 2011, the first payment of $2,500,000 to T-Mobile has been made.

In summary, the consideration paid by the Company for 55% of Portables was $8,250,000. For successful completion of this acquisition transaction, the Company granted a total of 1,030,000 shares of common stock to senior management to be earned over a three and a half year period. Additional information on this transaction is available on Form 8-K filed with the SEC on October 18, 2011.

INVESTMENT FROM SPREADTRUM COMMUNICATIONS, INC.

On October 26, 2011, Zoom Technologies, Inc. ("Zoom" or the "Company") completed the sale of 1,676,300 shares of common stock to Spreadtrum Communications, Inc., ("Spreadtrum") at $1.73 per share for $2,900,000. There were no warrants or registration rights attached to the sale. Additional information on this transaction is available on Form 8-K filed with the SEC on November 1, 2011.

ENTRY OF ORDER APPROVING STIPULATION OF SETTLEMENT OF CLAIM

On November 3, 2011, the Circuit Court of the 11th Judicial District in and for Miami-Dade County, Florida (the "Court") entered an Order Approving Stipulation for Settlement of Claim (the "Order") in the matter entitled Socius CG II, Ltd. ("Socius") v. Zoom Technologies, Inc. (the "Company"). The Order provides for the full and final settlement of Socius GC II, Ltd.'s $2,500,000 claim against the Company (the "Claim"). Socius purchased the Claim from a creditor of Portables Unlimited LLC ("Portables"), a majority owned subsidiary of the Company. Pursuant to the terms of the Order, the Zoom issued and delivered to Socius 2,200,000 shares of common stock (the "Settlement Shares"), subject to adjustment as set forth in the Order and the Stipulation of Settlement. The settlement of the Claim will enable Zoom to make its first installment payment to T-Mobile USA, Inc., in connection with the Company's acquisition of a majority interest in Portables as described above. Additional information on this transaction is available on Form 8-K filed with the SEC on November 4, 2011.  

XML

OTHER RECEIVABLES & PREPAID EXPENSES - Note 8

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

OTHER RECEIVABLES & PREPAID EXPENSES - Note 8

NOTE 8 — OTHER RECEIVABLES & PREPAID EXPENSES

As of September 30, 2011 and December 31, 2010, the Company's other receivables and prepaid expenses consisted of the following:

	September 30, 2011		December 31, 2010
			(Audited)
Advance to employees	$	47,217	$	64,737
Deposit for equipment lease	208,361		49,730
Prepaid expenses		11,833		36,982
Prepaid interest expenses	93,723
Subsidy receivable	29,272
Other	54,105		79,875
Total other receivables	$	444,511	$	432,205

The deposit for equipment lease is recoverable within one year.

XML

ORGANIZATION AND PROPOSED BUSINESS OPERATIONS - Note 1

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

ORGANIZATION AND PROPOSED BUSINESS OPERATIONS - Note 1

NOTE 1 — ORGANIZATION AND NATURE OF BUSINESS OPERATIONS

The Acquisition

On September 22, 2009, Zoom Technologies, Inc. ("Zoom or the "Company"), pursuant to the share exchange agreement dated January 28, 2009, (amended May 12, 2009) acquired all the outstanding shares of Gold Lion Holding Limited ("Gold Lion"), a company organized and existing under the laws of the British Virgin Islands ("BVI"). In connection with the share exchange, the Company spun off its then-existing business to its stockholders, by distributing and transferring all assets and liabilities of the subsidiary and issuing shares of its then operating subsidiary as a dividend to its stockholders.

The parties to the share exchange agreement were: (1) Zoom Technologies, Inc., (2) Tianjin Tong Guang Group Digital Communication Co., Ltd., ("TCB Digital") a company organized under the laws of the People's Republic of China, ("PRC"); (3) Zoom Telephonics, Inc., or Zoom Telephonics, a wholly owned subsidiary of Zoom; (4) Gold Lion, (5) Lei (Leo) Gu, a citizen of the PRC; and (6) Songtao Du, a citizen of the PRC.

Gold Lion owns 100% of the outstanding stock of Jiangsu Leimone Electronics Co., Ltd., ("Jiangsu Leimone"), a foreign investment enterprise organized under the laws of the PRC that engages in the manufacturing, R&D, and sales of electronic components for 3rd generation mobile phones, wireless communication circuitry, GPS equipment, and related software products. Jiangsu Leimone owned 51.03% of the outstanding stock of TCB Digital; until March 31, 2010 when Mr. Gu, the Chairman & CEO of the Company, exercised his option to purchase an additional 28.97% of TCB Digital and transferred such ownership to the Company resulting in an increase in our Company's ownership of TCB Digital to 80%. Gold Lion also owns 100% of Profit Harvest Corporation Ltd, ("Profit Harvest"), a marketing and sales company organized and existing under the laws of Hong Kong.

Mr. Gu owned 70.6% of the outstanding capital stock of Gold Lion and on March 31, 2010 exercised his option to purchase an additional 29.0% of the outstanding capital stock of TCB Digital.

Mr. Du owned 29.4% of the outstanding capital stock of Gold Lion, which was pledged to Mr. Wei Cao.

On September 22, 2009, pursuant to the share exchange agreement and approval of the majority of the stockholders of the Company, the Company acquired from the Gold Lion shareholders 100% of Gold Lion for 4,225,219 shares of Company common stock. As a result of this issuance, the former Gold Lion shareholders owned 69.3% of the outstanding stock of the Company and the transaction was recorded as a reverse acquisition. Prior to the reverse acquisition, the Company had 1,980,978 shares outstanding which were recapitalized as part of the reverse acquisition. Mr. Gu, who had an option to acquire an additional 29.0% of the outstanding capital stock of TCB Digital, pursuant to the share exchange agreement and the approval of the majority of the stockholders of the Company, agreed to provide Mr. Gu the option to exchange the 29.0% interest in TCB Digital for 2,402,576 shares of our common stock. As of March 31, 2010, Mr. Gu exercised this option (See Subsidiary details).

Simultaneous with the closing of the merger, the Company issued a dividend of 100% of the issued and outstanding stock of Zoom Telephonics to its stockholders of record immediately prior to the closing. We refer to this as the "spin-off". In connection with the spin-off, the Company distributed all of its current and future assets and liabilities related to Zoom to Zoom Telephonics, subject to certain licensing rights discussed below. Zoom's stockholders immediately prior to the closing retained their existing shares in Zoom and also received an equal number of new shares in Zoom Telephonics. After the merger and the spin- off, the Company and Zoom Telephonics became independent companies.

TCB Digital and Zoom Telephonics entered into a license granting TCB Digital rights to the "Zoom" and "Hayes" trademarks for certain products and geographic regions. Zoom and Zoom Telephonics also entered into a separation and distribution agreement that allocates responsibility for obligations arising before and after the spin-off, including, among others, obligations relating to taxes.

Our former directors, entered into founder lock-up agreements pursuant to which they agreed that during the one-year period commencing on the date of closing that each will not sell, transfer, assign, pledge or hypothecate, in any calendar month, greater than 3% of the shares of our common stock sold in the previous four calendar weeks.

On June 1, 2010, Zoom pursuant to a share exchange agreement (the "Agreement") dated April 29, 2010, acquired 100% of the shares of Nollec Wireless Company Ltd., ("Nollec Wireless") a mobile phone and wireless communication design company in Beijing, China (the "Acquisition").

The parties to the Agreement include: (1) Zoom Technologies, Inc.;(2) Silver Tech Enterprises, Ltd. ("Silver Tech"), a holding company founded in July 2005, organized and existing under the laws of the BVI, which owned 100% of Ever Elite Corporation, Ltd. ("Ever Elite"); (3) Ever Elite, a holding company founded in June 2007, organized under the laws of HK which owned 100% of Nollec Wireless; (4) Nollec Wireless, the operating company founded in June 2007, organized under the laws of the PRC; (5) Key Network Holdings, Ltd. ("KNH"), a BVI company, then owner of 76.8% of the outstanding stock of Silver Tech; and (6) Better Day Finance, Ltd. ("BDF"), a BVI company, then owner of 23.2% of the outstanding stock of Silver Tech.

Pursuant to the terms of the Agreement, the Company purchased 100% of the outstanding stock of Silver Tech from KNH and BDF, the existing shareholders of Silver Tech, for $10.96 million, comprised of $1.37 million in cash and 1,342,599 newly issued unregistered shares of common stock of Zoom valued at $9.59 million at the weighted average closing price of shares for 10 days prior and leading up to the agreement date. At the closing of the acquisition on May 31, 2010, the Company issued 1,342,599 shares and paid $500,000; the balance of $870,000 in cash will be paid in six equal installments over a period of three years, of which the Company paid $137,500 as of December 31, 2010 and $152,500 was included in other payables and $580,000 included in long-term payables. After the closing on June 1, 2010, Silver Tech, Ever Elite and Nollec Wireless became wholly owned subsidiaries of Zoom. We determined the acquisition of Silver Tech did not require the preparation and filing of audited financial statements of Silver Tech under Rule 3-05(b)(2)(i) of Regulation S-X.

On January 4, 2011, the Company acquired 100% ownership of Celestial Digital Entertainment, Ltd., ("CDE") a mobile platform video game development company based in Hong Kong. The consideration was $1,818,000 in common shares of the Company, and the number of shares was calculated by dividing the $1,818,000 by the higher of i) $3.75 per share or ii) the Volume Weighted Average Closing Price of the Company's shares for the 10 consecutive trading days leading up to the day before the date of the Share Exchange Agreement which was December 20, 2010. This resulted in the issuance of 484,800 shares to acquire CDE. CDE primarily focuses on development of video games and applications for mobile phones and mobile platforms. CDE has developed over 40 titles for the Apple iPhone and is one of the largest developers of iPhone applications in Asia. The Company's wholly-own subsidiary in Hong Kong, Profit Harvest, was the acquiring entity.

The Subsidiaries

Gold Lion was founded by Mr. Lei Gu ("Gu") in September 2002 in the BVI. Pursuant to an agreement dated June 30, 2007, Mr. Wei Cao ("Cao"), purchased from Gu 29.4% of the outstanding shares of the Company. Through a resolution of the Company on November 26, 2008, the Company's issued 705 shares to Gu and 294 shares to Mr. Songtao Du ("Du"), resulting in 1,000 issued and outstanding shares of Common Stock. Pursuant to a pledge agreement dated November 26, 2008, Du pledged his 294 shares to Cao, including all rights to such shares. As such, Gu and Cao jointly controlled 100% of Gold Lion.

On August 2, 2007, Gu founded Profit Harvest in Hong Kong, and in December 2008, 100% ownership of Profit Harvest was transferred to Gold Lion. Profit Harvest is the marketing arm of the company particularly for exports and subassemblies.

Pursuant to the capital injection agreement ("the CIA") by and among Tianjin Communication and Broadcasting Group Co., Ltd. ("TCBGCL"), TCBGCL Labor Union, Hebei Leimone Science and Technology Co., Ltd. ("Hebei Leimone"), Tianjin 712 Communication and Broadcasting Co., Ltd. ("712"), Beijing Depu Investment Co., Ltd. ("Beijing Depu") and other natural person shareholders on May 8, 2007 and a resolution of the shareholder's meeting on June 30, 2007, Hebei Leimone, a company controlled by Gu, acquired 25.1% of TCB Digital from TCBGCL Labour Union and various natural person shareholders for RMB9,000,000, equivalent to $1,286,000. Pursuant to this CIA, Hebei Leimone and Beijing Depu, the companies controlled by Gu and Cao respectively, were to invest RMB15,928,700 and RMB10,377,600 respectively in TCB Digital, bringing the total investment from Hebei Leimone and Beijing Depu to $4,679,111 (RMB35,306,300). After this investment was made as of June 30, 2007, Hebei Leimone and Beijing Depu held 36.0% and 15.0% respectively of TCB Digital, or 51.0% ownership in TCB Digital. Pursuant to an agreement dated June 30, 2007, Cao irrevocably pledged his 15.0% interest in TCB Digital through his ownership in Beijing Depu to Gu for a 29.4% stake in Gold Lion. As of March 31, 2010, Gu exercised his option to transfer an additional 29.0% of TCB Digital to the Company. The Company issued 2,402,576 common shares to Mr. Gu and his assignees as purchase consideration and 60,000 common shares to an investment banker as compensation for this transaction. The Company's ownership interest in TCB Digital was increased to 80% as at March 31, 2010. This transaction was recorded under SFAS No. 160 (Included in ASC 810 "Consolidation") "Noncontrolling Interests in Consolidated Financial Statements", an amendment of ARB No. 51.with the excess of fair value of shares over the carrying value of minority interests was charged to additional paid in capital. During the three month period ended June 30, 2010, the Company issued 2,462,576 shares.

On November 30, 2007, Gold Lion and GD Industrial Company signed a share transfer agreement, pursuant to which, GD Industrial Company transferred 60% of Nantong Zong Yi Kechuang Digital Camera Technology Co., Ltd. ("Nantong Zong Yi") for $10,273 to the Company. In July 2008, Nantong Zong Yi changed its name to Jiangsu Leimone Electronic Co., Ltd. ("Jiangsu Leimone"). Before the acquisition, Jiangsu Leimone had no operating activities. In January 2008, the Company invested $5,074,226 (HK$38,800,000) in Jiangsu Leimone to increase the Company's ownership in Jiangsu Leimone to 80%. Pursuant to the share transfer agreement by and between Gold Lion and Nantong Zong Yi Investment Co., Ltd. dated November 26, 2008, the Company acquired the remaining 20% of Jiangsu Leimone from Nantong Zong Yi Investment Co., Ltd. for $103,214 (HK$800,000). After this transaction, the Company owned 100% of Jiangsu Leimone.

Pursuant to the share transfer agreement by and among Hebei Leimone, Beijing Depu Investment Co., Ltd and Jiangsu Leimone dated December 15, 2008, Hebei Leimone and Beijing Depu Investment Co., Ltd. transferred their 51.03% of TCB Digital to Jiangsu Leimone on December 30, 2008.

Because TCB Digital and Profit Harvest were under common control with the Company since July 2007 and August 2007, respectively, we combined their financials at historical cost with the Company from the dates the Company acquired control.

TCB Digital is a high technology company engaged in electronic and telecommunication product design, development, and manufacturing for OEM customers and for our own products under the brand name of "Leimone". TCB Digital started its business in 1999 and was originally established as an Electronic Manufacturing Service ("EMS") factory for mobile phone vendors. TCB Digital was Motorola's first independent outsource manufacturing vendor responsible for producing Motorola mobile phones in China. Moreover, TCB Digital was the first EMS factory in China to receive Motorola's International Quality Product and Qualification certificate. Since 2004, TCB Digital developed and produced GSM and CDMA mobile phones, wireless data modules and GPS equipment. Beginning in 2009, TCB Digital started to manufacture and market mobile phones under its own brand name of "Leimone"; and 2010, its product line also included 3G mobile handsets. TCB Digital is headquartered in Tianjin, China. TCB Digital's two main business operations are EMS for Original Equipment Manufacturer (OEM) customers and the design, production and sale of its own brand mobile phone products.

TCB Digital offers high quality and comprehensive EMS to both domestic and global customers, including, Samsung, Tianyu, CECT, Danahar and Spreadtrum. TCB Digital's primary products include mobile phones, wireless telecommunication modules, digital cameras, cable TV set-top boxes and GPS equipment. In addition, TCB Digital has developed various state-of-the-art mobile phones and Smartphones based on both of the main network technologies: Global System for Mobile Communications, or GSM, and Code Division Multiple Access, or CDMA, and beginning in 2010 also 3G capable products. Presently, TCB Digital markets its mobile phone products through distributors in China and also supplies GSM, CDMA and 3G mobile phones to major customers, including China Mobile Communications Corporation, or CMCC, China UNICOM and China Telecom. See "Information about TCB Digital" for more information.

Nollec Wireless primarily focuses on R&D of mobile phones, and hardware and software solutions for domestic Chinese and overseas customers. Its design team includes experienced engineers in the core technologies of wireless communication and mobile phone development. Nollec provides state of the art industrial, user inter-phase, mechanical and engineering designs and software and hardware integration. Its clients include certain domestic and international mobile phone manufacturers including Philips, Lenovo, Sonim, Gionee and Borqs.

CDE primarily focuses on development of video games and applications for mobile phones and mobile platforms. CDE has developed over 40 titles for the Apple iPhone and is one of the largest developers of iPhone applications in Asia.

On September 19, 2011, the Company incorporated Zoom USA Holdings, Inc. ("Zoom Sub"), to acquire Portables Unlimited (see Note 27).

XML

RESTRICTED CASH - Note 4

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

RESTRICTED CASH - Note 4

NOTE 4 — RESTRICTED CASH

Restricted cash was deposits in banks as collateral for the banks to issue banker's acceptances. Restricted cash may not be recovered when the secured notes payable cannot be paid (see Note 14).

XML

COMMITMENTS - Note 26

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

COMMITMENTS - Note 26

NOTE 26 — COMMITMENTS

Operating lease commitments

The Company has an operating lease for TCB Digital's premises through TCBGCL, a common shareholder of TCB Digital; pursuant to this lease, the rate of rent is at Rmb 8 ($1.25) per square meter per month for production facilities and dormitory space. The Company also has an operating lease in Beijing for office space shared with Nollec Wireless, with rent at Rmb 137 ($21.37) per square meter per month for 1,409 square meters and with rent at Rmb 131 ($20.44) per square meter per month for 388 square meters. The Company has an operating lease in Hong Kong for the office of CDE, rental and property management fees are HKD10,588 ($1,363) and HKD3,402 ($438) respectively per month. The commitments of the Company as of September 30, 2011 for the next 2 years are as follows:

2012	$	636,882
2013		251,300
Total minimum lease payments	$	888,182

XML

ACCOUNTS RECEIVABLE - Note 5

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

ACCOUNTS RECEIVABLE - Note 5

NOTE 5 - ACCOUNTS RECEIVABLE

As of September 30, 2011 and December 31, 2010, the Company's accounts receivable consisted of the following:

	September 30, 2011		December 31, 2010
			(Audited)
Accounts receivable	$	17,730,682	$	21,849,996
Less: Allowance for doubtful accounts		(842,321)		(109,354)
Accountants receivable, net	$	16,888,361	$	21,740,642

XML

STATUTORY RESERVES - Note 23

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

STATUTORY RESERVES - Note 22

NOTE 23 — STATUTORY RESERVES

As stipulated by the Company Law of the PRC, net income after taxation can only be distributed as dividends after appropriation has been made for the following:

i) Making up cumulative prior years' losses, if any;

ii) Allocations to the "Statutory surplus reserve" of at least 10% of income after tax, as determined under PRC accounting rules and regulations, until the fund amounts to 50% of the Company's registered capital;

iii) Allocations of 5-10% of income after tax, as determined under PRC accounting rules and regulations, to the Company's "Statutory common welfare fund", which is established for the purpose of providing employee facilities and other collective benefits to the Company's employees; and Statutory common welfare fund is no longer required per the new cooperation law executed in 2006.

iv) Allocations to the discretionary surplus reserve, if approved in the shareholders' general meeting.

In accordance with Chinese Company Law, the Company allocated 10% of its net income to surplus. For the nine months ended September 30, 2011 and 2010, the Company appropriated Nil and $58,789 to statutory surplus reserve respectively. As of September 30, 2011 and December 31, 2010, the Company's statutory surplus reserve was $682,528 and $682,528 respectively.

XML

OPERATING RISK - Note 25

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

OPERATING RISK - Note 25

NOTE 25 - OPERATING RISK

1. Industry risk

The industry in which we compete is a rapidly evolving, highly competitive and fragmented market driven by consumer preferences and quickly evolving technology. Increased competition may result in price reductions, reduced gross margin and loss of market share. Failure to compete successfully against current or future competitors could have a material adverse effect on the Company's business, operating results and financial condition.

2. Exchange risk

The Company cannot guarantee the Renminbi and USD exchange rate will remain steady, therefore the Company could post the same profit for two comparable periods and post higher or lower profit depending on exchange rate of Renminbi and USD. The exchange rate could fluctuate depending on changes in the political and economic environments without notice.

3. Political risk

Currently, PRC is in a period of growth and is openly promoting business development in order to bring more business into PRC. Additionally PRC currently allows a Chinese corporation to be owned by a United States corporation. If the laws or regulations relating to ownership of a Chinese corporation are changed by the PRC government, the Company's ability to operate the PRC subsidiaries could be affected.

4. Interest risk

The Company is exposed to interest rate risk arising from short-term variable rate borrowings from time to time. The Company's future interest expense will fluctuate in line with any change in borrowing rates. The Company does not have any derivative financial instruments as of September 30, 2011 and 2010 and believes its exposure to interest rate risk is not material.

XML

SHORT-TERM LOANS - Note 13

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

SHORT-TERM LOANS - Note 13

NOTE 13 - SHORT-TERM LOANS

Short-term loans are due to various financial institutions which are normally due within one year. As of September 30, 2011 and December 31, 2010, the Company's short term loans consisted of the following:

	September 30, 2011		December 31, 2010
			(Audited)
Bank of Communication Tianjin Branch ("BOCTB"), due from March 8, 2010 to January 7, 2011 with floating interest, guaranteed by TCBGCL - related party	$	-	$	3,024,895
BOCTB, due from June 28, 2010 to June 27, 2011 with floating interest, guaranteed by TCBGCL - related party		-		3,024,895
BOCTB, due from June 10, 2010 to June 9, 2011 with floating interest, guaranteed by TCBGCL - related party		-		3,024,895
BOCTB, due from August 18, 2010 to August 17, 2011 with floating interest, mortgaged by fix assets		-		1,119,211
BOCTB, due from November 3 to August 2, 2011 with benchmark interest rate plus 10%, guaranteed by TCBGCL - related party		-		4,537,342
BOCTB, due from December 8, 2010 to June 8, 2011, interest adjusted to the preferred interest rate as of the due date, guaranteed by Leimone (Tianjin) Industrial Co., Ltd. - related party		-		1,659,530
Northern International Trust & Investment Co., Ltd, due from October 13, 2010 to October 12, 2011 with interest at 8.400%, guaranteed by Small & Medium Enterprises Guarantee Center		1,874,473		1,814,937
China Bohai Bank, due from June 4, 2010 to June 3, 2011 with floating interest, Guaranteed by Tianjin Zhonghuan Electronic Communication Group.		-		3,024,895
BOCTB, due from July 4, 2011 to July 3, 2012 with benchmark interest rate plus 5%, guaranteed by TCBGCL - related party		3,124,121		-
BOCTB, due from June 20, 2011 to June 16, 2012 with benchmark interest rate plus 5%, guaranteed by TCBGCL - related party		3,124,121		-
BOCTB, due from June 14, 2011 to June 13, 2012 with benchmark interest rate plus 5%, guaranteed by TCBGCL - related party		3,061,640		-
BOCTB, due from August 18, 2011 to August 17, 2012, with benchmark interest rate plus 5%, mortgaged by fixed assets		3,124,121		-
BOCTB, due from August 3, 2011 to August 1, 2012 with benchmark interest rate plus 5%, guaranteed by TCBGCL - related party		4,686,182		-
China Merchant Bank Tianjin branch, due from July 29, 2011 to January 28, 2012, interest at 7.93%, mortgaged by bank notes amounted to $781,030 (RMB5,000,000)		749,789		-
Tianjin Jiuzhi Small-sum Loan Co., Ltd., due from September 22 to October 21, 2011, interest at 3% of the principal for the period, guaranteed by Tianjin Leimone and Gu Lei (a)		4,686,182		-
Key Network Holdings Limited, due from May 31, 2010 to May 31, 2012 with interest at 6%.		715,064		715,064
Bank of Tianjin Laolian Branch, due from June 24, 2011 to June 22, 2012 with interest at 6.941%, guaranteed by Tianjin Zhonghuan Electronic Information Group Ltd.		1,983,817		-
Bank of Tianjin Laolian Branch, due from June 24, 2011 to June 22, 2012 with interest at 6.941%, guaranteed by Tianjin Zhonghuan Electronic Information Group Ltd.		624,824		-
Bank of Tianjin Laolian Branch, due from June 27, 2011 to June 22, 2012 with interest at 6.941%, guaranteed by Tianjin Zhonghuan Electronic Information Group Ltd.		156,206		-
Bank of Tianjin Laolian Branch, due from June 28, 2011 to June 22, 2012 with interest at 6.941%, guaranteed by Tianjin Zhonghuan Electronic Information Group Ltd.		359,274		-
HSBC Suzhou Branch, due from August 15, 2011 to January 12, 2011 with interest at SIBOR+4.0%, guaranteed by tangible assets of the Company (b)		1,000,000		-
Beijing Bank Zhongguancun Haidianyuan Sub-branch, due March 14, 2012 with interest at 6.67%, guaranteed by TCB Digital		234,309		-
Beijing Bank Zhongguancun Haidianyuan Sub-branch, due March 14, 2012 with interest at 6.67%, guaranteed by TCB Digital		312,412		-
Beijing Bank Zhongguancun Haidianyuan Sub-branch, due March 14, 2012 with interest at 6.67%, guaranteed by TCB Digital		531,101		-
Total short-term loans	$	30,347,636	$	21,945,664

(a)

On October 21, TCB renewed the loan agreement with the lender, the borrowing period was extended to November 21, 2011 and the renewed interest rate is 3.5% of the principal for the period.

(b)

Based on a corporate guarantee from the Company and a personal guarantee from Mr. Gu for financing up to 85% of invoice for approved buyer of Profit Harvest, this loan is subject to certain covenants which should be complied at all times. Those covenants includes but not limited to tangible net worth not less than $40 million and net gearing not greater than 1.2 times. As of September 30, 2011, the Company is in compliance of those covenants.

XML

INVENTORIES - Note 6

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

INVENTORIES - Note 6

NOTE 6 — INVENTORIES

Inventories, by major categories, as of September 30, 2011 and December 31, 2010 were as follows:

	September 30, 2011		December 31, 2010
			(Audited)
Raw materials	$	1,371,537	$	1,167,414
Low value consumables	-		15,376
Finished goods		924,941			903,096
		2,296,478			2,070,510
Less: Allowance for obsolete inventories		-			(115,052)
Inventories, net	$	2,296,478	$		1,955,458

XML

DIVIDENDS PAYABLE - Note 16

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

DIVIDENDS PAYABLE - Note 16

NOTE 16 — DIVIDENDS PAYABLE

In June 2007, before the Company acquired 51.0% of TCB Digital, TCB Digital decided to distribute dividends to its original shareholders of $1,074,068 (RMB 7,862,700). The Company paid dividends of $495,926 (RMB 3,900,000) in July 2007 to its original shareholders. The balance of dividends payable was $618,998and $599,338 (audited) as of September 30, 2011 and December 31, 2010 respectively, representing the dividend payable to TCBGCL of RMB 3,962,700. The specific due date of the dividend will be negotiated between the current shareholders and original shareholders of the Company. The fluctuation of the balance of dividend payable represents the fluctuation of currency exchange rate.

XML

CONCENTRATION DISCLOSURE - Note 24

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

CONCENTRATION DISCLOSURE - Note 24

NOTE 24 - CONCENTRATION DISCLOSURE

(a) During the reporting periods, the customers accounting for 10% or more of the Company's consolidated sales were:

Nine months ended September 30, 2011	Sales Revenue		% to Total Sales
Tianjin Optical Communication Technology Co., Ltd.	$	23,715,637	14%
TCB Group Electronic & Science Co.,Ltd - related party		21,603,055	13%
Achemetal Inc		19,242,916	12%
Total	$	64,561,608	39%

Nine months ended September 30, 2010	Sales revenue		% to Total sales
Beijing Tianyu Langtong Communication Equipment Co., Ltd.	$	24,504,798	15%
Beijing Baina Wei'er Science and Technology Co., Ltd.		17,656,185	11%
Hong Kong Newway International Industrial Limited		20,972,695	13%
Larson Limited		33,719,678	20%
Total	$	96,853,356	59%

(b) During the reporting periods, the suppliers accounting for 10% or more of the Company's consolidated purchases are:

Nine months ended September 30, 2011	Total Purchases		% to Total Purchases
Leimone (Tianjin) Industrial Co., Ltd. - related party	$	36,153,234	23%
Tianjin 712 Communication and Broadcasting Co., Ltd.		15,523,282	10%
Total	$	51,676,516	33%

Nine months ended September 30, 2010	Total purchases		% to Total purchases
Beijing Beny Wave Science & Technology Co. Ltd	$	36,222,698	25%
Leimone (Tianjin) Industrial Co., Ltd. - related party		37,506,814	26%
Total	$	73,729,512	51%

XML

CONSOLIDATED STATEMENT OF CASH FLOWS (USD $)	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Cash flows from operating activities:
Income including noncontrolling interest	$ 4,953,232	$ 7,913,110
Adjustments to reconcile income to cash including non-controlling interest provided by (used in) operating activities:
Depreciation and amortization	1,168,137	1,225,594
Non-cash equity-based compensation	977,650	1,217,398
Provision for inventory obsolescence	(69,484)	0
Loss on disposal of fixed assets	8,487	64,850
Deferred tax assets	(137,429)	348,410
Changes in operating assets and liabilities:
Accounts receivable	5,617,608	(18,657,090)
Inventories	(202,940)	(190,735)
Advances to suppliers	(16,462,684)	20,227,972
Prepaid expenses and other assets	38,596	(331,493)
Accounts payable	(232,497)	(64,483)
Advance from customers	1,546,012	271,692
Related parties-net	(8,004,040)	1,787,828
Accrued expenses and other current liabilities	795,132	1,804,297
Net cash provided by (used in) operating activities	(10,004,220)	15,617,350
Cash flows from investing activities:
Restricted cash	89,134	2,159,503
Cash paid for long-term investments	0	(500,000)
Purchase of property and equipment and other long-term assets	250,603	(9,941,004)
Proceeds from (payments on) notes receivable	(166,781)	593,798
Cash increase due to acquisition of subsidiaries	235,112	1,491,630
Net cash provided by (used in) investing activities	408,068	(6,196,073)
Cash flows from financing activities:
Issuance of shares for cash	174,154	1,044,833
Proceeds from short-term loans	30,713,438	28,064,338
Advance to related parties	(539,295)	(6,182,774)
Repayment on borrowing from related parties	(9,387,995)	(23,380,225)
Proceeds from (repayment on) notes payable	0	(4,489,120)
Collection on advance to related parties	1,242,087	86,284
Receipt from related parties	9,932,981	21,080,990
Repayments on short-term loans	(23,115,701)	(25,130,273)
Repayments on long-term loan	(7,224)	0
Net cash provided by (used in) financing activities	9,012,445	(8,905,947)
Effect of exchange rate changes on cash & cash equivalents	61,123	29,585
Net increase in cash and cash equivalents	(522,584)	544,915
Cash and cash equivalents, beginning balance	6,374,103	1,472,300
Cash and cash equivalents, ending balance	5,851,519	2,017,215
SUPPLEMENTARY DISCLOSURES:
Interest paid	933,614	992,067
Income tax paid	116,717	51,534
Non-cash investing and financing activities
Acquisition of 28.97% of TCB by issuing 2,462,576 shares	0	4,348,247
Acquision of 100% of Silver Tech by issuing 1,342,599 shares	0	9,590,000
Acquision of 100% of CDE by issuing 484,800 shares	$ 1,818,000	$ 0

XML

RELATED PARTY TRANSACTIONS - Note 17

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

RELATED PARTY TRANSACTIONS - Note 17

NOTE 17 — RELATED PARTY TRANSACTIONS

Due from related parties

As of September 30, 2011 and December 31, 2010, due from related parties were:

	September 30, 2011		December 31, 2010
			(Audited)
Due from related parties - short term
Tianjin Tong Guang Group Electronics Science & Technology Co., Ltd.	$	12,672,292	$	26,085
Beijing Leimone Shengtong Wireless Technology Co., Ltd.	185,260		232,614
Leimone (Tianjin) Industrial Co., Ltd.	9,276,051		16,338,738
Beijing Leimone Shengtong Cultural Development Co., Ltd.	2,745,657		703,042
Tianjin Tong Guang Group	-		557,325
Shenzhen Leimone	601,178		328,694
712 (Shareholder)	998,589		870,076
Total due from related parties	$	26,479,027	$	19,056,574

Tianjin Tong Guang Group Electronics Science & Technology Co., Ltd. ("Electronics Science & Tech"), an entity related to the Company through a common shareholder of TCB Digital, purchased products from the Company. For the nine months ended September 30, 2011 and 2010, the Company recorded revenues of $21,603,055 and $688 from sales to Electronics Science & Tech respectively. For the three months ended September 30, 2011 and 2010, the Company recorded revenues of $9,061,134 and Nil from sales to Electronics Science & Tech respectively.

Beijing Leimone Shengtong Wireless Technology Co., Ltd. ("Beijing Leimone") was founded by Gu, the largest shareholder of the Company. Beijing Leimone borrows money from the Company. The borrowings bore no interest and had a maturity of 12 months.

Leimone (Tianjin) Industrial Co., Ltd. ("Tianjin Leimone") was controlled by Gu, the largest shareholder of the Company. Tianjin Leimone sells raw materials to the Company. For the nine months ended September 30, 2011 and 2010, the Company recorded total purchases from Tianjin Leimone of $36,153,234 and $15,422,945 respectively. The amount due from Tianjin Leimone represented advances of $2,549,949 and $9,780,893 as of September 30, 2011 and December 31, 2010 respectively. The Company also sold certain products to Tianjin Leimone. In addition, Tianjin Leimone borrowed money from the Company and these borrowings bore no interest. As of September 30, 2011 and December 31, 2010, the balance of such loans was $6,726,102 and $6,557,845 respectively.

The amount due from Beijing Leimone Shengtong Cultural Development Co., Ltd. ("Beijing Leimone Cultural") for short term loan granted by the Company. Beijing Leimone Cultural was controlled by Gu. The borrowing bore no interest and are due on demand.

Tianjin Tong Guang Group, a 20% shareholder of our TCB subsidiary, borrowed money from the Company. The borrowings bear no interest and are due on demand.

712 is a minority shareholder of TCB Digital before Mr. Gu exercised the option to acquire 29.0% of TCB Digital. (See note 1.) 712 purchases raw materials from the Company. For the nine months ended September 30, 2011 and 2010, the Company recorded revenues from sales to 712 of $15,757,425 and $13,501,391 respectively. For the three months ended September 30, 2011 and 2010, the Company recorded revenues from sales to 712 of nil and $12,119,315 respectively. In addition, the Company purchases raw materials from 712. For the nine months ended September 30, 2011 and 2010, the Company recorded purchases from 712 of $15,523,282 and $19,184,276 respectively. For the three months ended September 30, 2011 and 2010, the Company recorded total purchases from 712 of nil and $9,180,111 respectively. 712 was no longer a related party of the Company after Mr. Gu exercised his option to acquire the additional 29.0% of TCB Digital in March 2010.

Shenzhen Leimone Company, Ltd., formed by individuals including our Chairman, Mr. Gu, is set up with the intention of providing manufacturing services to our Company particularly for exports. The amount of $601,178 and $328,649 (audited) as of September 30, 2011 and December 31, 2010 was a loan to Shenzhen Leimone for setup costs. Our Chairman, Mr. Gu, plans to personally fund the cost of equipment as his investment into Shenzhen Leimone and become the controlling shareholder of Shenzhen Leimone. In addition, for the nine months ended September 30, 2011 and 2010, the Company recorded revenues from sales to Shenzhen Leimone of $153,695 and Nil respectively. For the three months ended September 30, 2011 and 2010, the Company recorded revenues from sales to Shenzhen Leimone of $153,695 and Nil respectively.

Due to related parties

As of September 30, 2011 and December 31, 2010, due to related parties was:

	September 30, 2011		December 31, 2010
			(Audited)
Hui Pak Kong	$	277,076	$	-
Tianjin Tong Guang Group		868,371
Tianjin Tong Guang Group Special Equipment Co., Ltd.		-		3,781
Key Network Holdings Limited		1,309
Beijing Leimone Shengtong Cultural Development Co., Ltd.		4,500		-
Gu		2,734,695		2,880,559
Total due to related parties	$	3,885,951	$	2,884,340

The Company borrowed money from Hui Pak Kong, a prior shareholder of CDE before the Company's acquisition on January 4, 2011. The borrowings bear no interest and are due on demand. As of September 30, 2011 and December 31, 2010, the balance of such loans was $277,076 and Nil respectively.

Tianjin Tong Guang Group, a 20% shareholder of our TCB subsidiary, provides fundsto the Company with no interest and are due on demand.

Gu provides fund to the Company with no interest and are due on demand. As of September 30, 2011 and December 31, 2010, the balances of funds provided by Gu was $2,734,695 and $2,880,559 respectively.

XML

LONG-TERM LOAN - Note 19

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

LONG-TERM LOAN - Note 19

NOTE 19 — LONG-TERM LOAN

	September 30, 2011
HSBC, due on January 4, 2013 with interest at 6.24%.	$	12,831

XML

BASIS OF PRESENTATION SUMMARY OF ACCOUNTING POLICIES - Note 2

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

BASIS OF PRESENTATION SUMMARY OF ACCOUNTING POLICIES - Note 2

NOTE 2 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Gold Lion Holding Ltd, its 100%-owned subsidiary Profit Harvest, its 100%-owned subsidiary Jiangsu Leimone, and its 80%-owned joint venture TCB Digital as of and for the year ended December 31, 2010 and 100%-owned subsidiary Silver Tech as of and for the seven months ended December 31, 2010. As of January 4, 2011, the Company completed its100% acquisition of Celestial Digital Entertainment. On September 19, 2011, the Company incorporated Zoom USA Holdings, Inc. to acquire Portables Unlimited ("Zoom Sub"). Therefore, the consolidated financial statements as of September 30, 2011 include TCB Digital, Jiangsu Leimone, Profit Harvest, Silver Tech, CDE and Zoom Sub, and their operating results for the nine and three months ended September 30, 2011.

Basis of Presentation

The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP"). For the Company's operating subsidiaries of JS Leimone, TCB Digital and Nollec Wireless, the functional currency is the Chinese Renminbi ("RMB"); the functional currency of Profit Harvest is United States Dollars ("USD" or "$"), and the functional currency of Ever Elite and CDE is Hong Kong Dollars ("HKD") However the accompanying consolidated financial statements were translated and presented in USD.

Use of Estimates

The preparation of consolidated financial statements in conformity with US GAAP 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 dates of the consolidated financial statements and the amount of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those results.

Risks and Uncertainties

The Company is subject to substantial risks from, among other things, intense competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history, foreign currency exchange rates and the volatility of public markets.

Comprehensive Income

The Company follows the provisions of ASC 220 "Reporting Comprehensive Income", previously SFAS No. 130, establishes standards for the reporting and display of comprehensive income, its components and accumulated balances in a full set of general purpose financial statements.

ASC 220 defines comprehensive income is comprised of net income and all changes to the statements of stockholders' equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders, including adjustments to minimum pension liabilities, accumulated foreign currency translation, and unrealized gains or losses on marketable securities.

Foreign Currency Transactions

The accounts of the Company's Chinese subsidiaries are maintained in the RMB and the accounts of the U.S. parent company are maintained in the USD. The accounts of the Chinese subsidiaries were translated into USD in accordance with Statement of Financial Accounting Standards ("SFAS") No. 52, "Foreign Currency Translation," (codified in Financial Accounting Standards ("FASB") Accounting Standards Codification ("ASC") Topic 810) with the RMB as the functional currency for the Chinese subsidiaries. According to SFAS 52, all assets and liabilities were translated at the exchange rate on the balance sheet date, stockholders' equity is translated at historical rates and statement of operations items are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with SFAS No. 130, "Reporting Comprehensive Income" (codified in FASB ASC Topic 220). Gains and losses resulting from the translations of foreign currency transactions and balances are reflected in the income statement.

Translations adjustments resulting from this process are included in accumulated other comprehensive income in the stockholders' equity were $1,884,757 and $964,206 as of September 30, 2011 and December 31, 2010, respectively.

Cash and Equivalents

For Statement of Cash Flows purposes, the Company considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. The Company maintains cash with various banks and trust companies located in China. Cash accounts are not insured or otherwise protected. Should any bank or trust company holding cash deposits become insolvent, or if the Company is otherwise unable to withdraw funds, the Company would lose the cash on deposit with that particular bank or trust company.

Accounts Receivable

The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Accounts are written off against the allowance when it becomes evident collection will not occur. For the contracted manufacturing activities, our standard terms for accounts receivable from our customers are between 60 to 75 days from close of the billing cycle; and for sales of own brand phones our terms include prepaid arrangements and extending receivable to customers up to 60 days. We also offer credit terms of up to 150 days in our trading activities to a certain customer. As of September 30, 2011 and December 31, 2010, management estimated allowance for bad debt based on its evaluation (see Note 5).

Inventories

Inventories are stated at the lower of cost or market. Cost is determined on a weighted average basis and includes all expenditures incurred in bringing the goods to the point of sale and putting them in a saleable condition. In assessing the ultimate realization of inventories, the management makes judgments as to future demand requirements compared to current or committed inventory levels. Our reserve requirements generally increase as our projected demand requires; or decrease due to market conditions and product life cycle changes. The Company estimates the demand requirements based on market conditions, forecasts prepared by its customers, sales contracts and orders in hand.

In addition, the Company estimates net realizable value based on intended use, current market value and inventory ageing analyses. The Company writes down inventories for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventories and their estimated market value based upon assumptions about future demand and market conditions. Historically, the actual net realizable value has been close to management's estimate.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Gains or losses on disposals are reflected as gain or loss in the year of disposal. All ordinary repair and maintenance costs are expensed as incurred. Expenditures for maintenance and repairs are expensed as incurred. Major renewals and betterments are charged to the property accounts while replacements, maintenance and repairs, which do not improve or extend the lives of the respective assets, are expensed in the current period. 

Depreciation for financial reporting purposes is provided using the straight-line method over the estimated useful lives of assets as set out below.

Machinery and equipment	4-6 years
Electronic equipment	4-6 years
Workshop and assembling line	5 years
Transportation equipment	4-6 years

Capitalized Interest

Interest associated with major development and construction projects is capitalized and included in the cost of the project. When no debt is incurred specifically for a project, interest is capitalized on amounts expended on the project using weighted-average cost of the Company's outstanding borrowings. Capitalization of interest ceases when the project is substantially complete or development activity is suspended for more than a brief period.

Impairment of Long-lived Assets

In accordance with ASC 360, "Property, Plant and Equipment", previously SFAS No. 144, the Company reviews the carrying values of long-lived assets, including property, plant and equipment and other intangible assets, whenever facts and circumstances indicate that the assets may be impaired. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net undiscounted cash flows expected to be generated by the asset. If an asset is considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs of disposal. The Company performed annual reviews of long-lived assets and management concluded that for 2011 there was no impairment.

Goodwill

The Company recognizes goodwill for the excess of the purchase price over the fair value of the identifiable net assets of the business acquired. ASC 350 "Intangible Assets-Goodwill and Other", previously SFAS No. 142, an impairment test for goodwill is undertaken by the Company at the reporting unit level annually, or more frequently if events or changes in circumstances indicate that goodwill might be impaired. As of September 30, 2011 and December 31, 2010 (audited), the Company did not record any impairment of goodwill.

Revenue Recognition

The Company recognizes sales in accordance with the U.S. Securities and Exchange Commission ("SEC") Staff Accounting Bulletin ("SAB") No. 104, "Revenue Recognition in Financial Statements" (FASB ASC Topic 605), "Revenue Recognition."

The Company recognizes revenue when the following criteria are met:

(i) persuasive evidence of an arrangement exists;

(ii) delivery has occurred or services were rendered;

(iii) the price to the customer is fixed or determinable and,

(iv) collection of the resulting receivable is reasonably assured. Revenue is not recognized until title and risk of loss is transferred to the customer, which occurs upon delivery of goods, and objective evidence exists that customer acceptance provisions were met.

The Company bases its estimates on historical experience taking into consideration the type of products sold, the type of customer, and the type of specific transaction in each arrangement. Revenues represent the invoiced value of goods, net of value added tax ("VAT").

The Company does not offer promotional payments, customer coupons, rebates or other cash redemption offers to its customers. Deposits or advance payments from customers prior to delivery of goods and passage of title of goods are recorded as advanced from customers.

The Company's subsidiary, Nollec Wireless is in the mobile phone design, software integration and mobile solution R&D business, Nollec Wireless, recognizes revenue under the percentage of completion method ASC Topic 605-35-25 (Construction - Type and Production - Type Contracts) when reasonably dependable estimates can be made and all the following conditions exist:

1. Contracts executed by the parties normally include provisions that clearly specify the enforceable rights regarding goods or services to be provided and received by the parties, the consideration to be exchanged, and the manner and terms of settlement.
2. The buyer can be expected to satisfy all obligations under the contract.
3. The contractor can be expected to perform all contractual obligations.

Estimates of cost to complete is reviewed periodically and revised as appropriate to reflect new information. When the current estimates of total contract revenue and contract cost indicate a loss, a provision for the entire loss on the contract is made.

Income is recognized as the percentage of estimated total income, and is determined by dividing incurred costs to date by estimated total costs after giving effect to adjustments, if any, in estimates of costs to completion based upon the most recent information. Percentage of completion is based on labor hours incurred to date divided by total estimated labor hours for the contract.

Royalty income on sales of licensed products by its customers is recorded when the customers report sales to the Company. Royalty income is reported monthly and recorded in the period in which the product is sold. The Company has the right to audit the books of the licensees.

The Company's subsidiary, CDE is in the business of video games and applications for mobile phones and mobile platforms development. Revenue is recognized in accordance with ASC 985-605-55-125. Cost of Software Development Revenue is accounted for under ASC 985-20 to be sold, leased or otherwise marketed.

CDE capitalizes cost of development of software for hosting purpose in accordance with ASC subtopic 350-40 ("ASC 350-40"), Intangibles-Goodwill and Other: Internal-Use Software (Pre-codification: Statement of Position ("SOP") No. 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use). As such, CDE expenses all costs that are incurred in connection with the planning and implementation phases of development and costs that are associated with repair or maintenance. Costs incurred in the development phase are capitalized and amortized over the estimated product life. Since the inception of CDE, the amount of costs qualifying for capitalization has been insignificant and as a result all internally used software development costs have been expensed as incurred.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740 "Income Taxes", previously SFAS No. 109. Under this method, deferred income taxes are recognized for the estimated tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts and each year-end based on enacted tax laws and statutory rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established to reduce deferred tax assets to the amount expected to be realized when, in management's opinion; it is more likely than not that some portion of the deferred tax assets will not be realized. The provision for income taxes represents current taxes payable net of the change during the period in deferred tax assets and liabilities.

Operating Leases

Leases where substantially all the rewards and risks of ownership of assets remain with the leasing company that do not meet the capitalization criteria of ASC 840 "Leases", previously SFAS No. 13, are accounted for as operating leases. Rental payables under operating leases are expensed on the straight-line basis over the lease term.

Research and Development Costs

Research and development costs are related primarily to the development of cell phone technology, video games and applications for mobile phones and mobile platforms development. Research and development costs are expensed as incurred.

Earnings Per Share

The Company reports earnings per share in accordance with the provisions of ASC 260 "Earnings Per Share", previously SFAS No. 128. ASC 260 requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock using the treasury method.

Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company's net income (loss) position at the calculation dates.

Fair Values of Financial Instruments

ASC 820 "Fair Value Measurements and Disclosures", previously SFAS No. 157, adopted January 1, 2008, defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for current receivables and payables qualify as financial instruments. Management concluded the carrying values are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their stated interest rate approximates current rates available. The three levels are defined as follows:

• Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

• Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

• Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

The assets measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 as of September 30, 2011 are as follows:

	Carrying value		Active markets For identical Assets
	2011		(Level 1)
Cash and equivalents	$	5,851,519	$	5,851,519
Restricted cash	$	13,855,478	$	13,855,478

The Company's financial instruments include cash and equivalents, restricted cash, accounts receivable, advances, notes receivables, other receivables, accounts payable, notes payable. Cash and equivalents consist primarily of high rated money market funds at a variety of well-known institutions with original maturities of three months or less. Restricted cash represents time deposits on account to secure short-term bank loans and notes payable (Note 14). Management estimates the carrying amounts of the non related party financial instruments approximate their fair values due to their short-term nature.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and equivalents, trade and bills receivables, advance to suppliers and due from related parties. As of September 30, 2011 and December 31, 2010, substantially all of the Company's cash and equivalents and restricted cash were held by major financial institutions located in the PRC, which management believes are of high credit quality. With respect to trade and notes receivables, the Company extends credit based on an evaluation of the customer's financial condition. The Company generally does not require collateral for trade receivables and maintains an allowance for doubtful accounts. The Company's advance to suppliers and due from related parties are subject to credit risk that such advances and dues will not result in receipt of goods and paid on time respectively. The Company selects its suppliers based on certain criteria including past working relationship, financial condition, market reputation andreferrals. Similarly the Company monitors the credit worthiness of related parties by reviewing their financial position and results of operations and their relationship with us through common shareholders.

Notes receivable are undertaken by the banks to honor the payments at maturity and the customers are required to place deposits with the banks equivalent to certain percentage of the notes amount as collateral. These notes receivable can be sold to any third party at a discount before maturity. Historically the Company does not maintain an allowance for notes receivable and generally the payments are honored by the banks at maturity.

Non-controlling Interests

The Company follows ASC 810, previously SFAS No. 160 "Non-controlling Interests in Consolidated Financial Statements-reported in equity" for reporting non-controlling interest ("NCI") in a subsidiary. As a result, the Company reports NCI as a separate component of Stockholders' Equity in the Consolidated Balance Sheet. Additionally, the Company reports the portion of net income and comprehensive income attributed to the Company and NCI separately in the Consolidated Statement of Income.

Statement of Cash Flows

In accordance with ASC 230, "Statement of Cash Flows", previously SFAS No. 95, cash flows from the Company's operations are calculated based upon the local currencies. As a result, amounts related to assets and liabilities reported on the statement of cash flows may not necessarily agree with changes in the corresponding balances on the balance sheet.

Reclassification

Certain prior year amounts were reclassified to conform to the manner of presentation in the current period. The Company reclassified "Revenue in excess of costs" related to R&D contracts in progress to current assets for the period ended December 31, 2010.

Recent Accounting Pronouncements

In June 2011, FASB issued ASU 2011-05, Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income. Under the amendments in this update, an entity has the option to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income and a total amount for comprehensive income. In a single continuous statement, the entity is required to present the components of net income and total net income, the components of other comprehensive income and a total for other comprehensive income, along with the total of comprehensive income in that statement. In the two-statement approach, an entity is required to present components of net income and total net income in the statement of net income. The statement of other comprehensive income should immediately follow the statement of net income and include the components of other comprehensive income and a total for other comprehensive income, along with a total for comprehensive income. In addition, the entity is required to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s) where the components of net income and the components of other comprehensive income are presented. The amendments in this update should be applied retrospectively and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company is currently assessing the effect the adoption of this pronouncement will have on its financial statements.

XML

CONSTRUCTION IN PROGRESS DEPOSIT - RELATED PARTIES - Note 11

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

CONSTRUCTION IN PROGRESS DEPOSIT - RELATED PARTIES - Note 11

NOTE 11 — CONSTRUCTION IN PROGRESS DEPOSIT - RELATED PARTIES

	September 30, 2011		December 31, 2010
			(Audited)
Manufacturing plant	$	10,111,867	$	9,790,700

The Company signed an agreement with Leimone (Tianjin) Industrial Co., Ltd. ("Tianjin Leimone") to construct a manufacturing plant on June 26, 2010 for RMB 99,591,000 ($15,063,000). The contract includes land use rights for 46,021 square meters and construction space of 21,029 square meters. As of September 30, 2011 and December 31, 2010, the amount paid to Tianjin Leimone was RMB 64,734,150 ($10,111,867) and RMB 64,734,150 ($9,790,700) respectively and is recorded as construction in progress deposit, as ownership of the premise will not be transferred to the Company until construction is completed. The Company anticipates construction to be completed by the fourth quarter of 2011.

XML

ACCRUED EXPENSES AND OTHER PAYABLES - Note 15

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

ACCRUED EXPENSES AND OTHER PAYABLES - Note 15

NOTE 15 — ACCRUED EXPENSES AND OTHER PAYABLES

As of September 30, 2011 and December 31, 2010, the accrued expenses and other payables of the Company were summarized as follows:

	September 30, 2011			December 31, 2010
				(Audited)
Accrued filing fees	$		403,904	$	347,558
Accrued rework cost	298,828			229,472
Accrued consulting fee	-			51,038
Acquisition payable*	305,000			152,500
Welfare & salary payable	95,080			271,787
Other	196,316			118,597
Total accrued expenses and other payables	$	1,299,128		$	1,170,952

*Current portion of acquisition payable related to our acquisition of Nollec Wireless on June 1, 2010 (see Note 1).

XML

CONSOLIDATED BALANCE SHEETS (USD $)	Sep. 30, 2011	Dec. 31, 2010
Current assets
Cash and cash equivalents	$ 5,851,519	$ 6,374,103
Restricted cash	13,855,478	13,503,122
Accounts receivable, net	16,888,361	21,740,642
Inventories, net	2,296,478	1,955,458
Other receivables and prepaid expenses	444,511	432,205
Advance to suppliers	50,225,597	32,776,983
Notes receivable	940,930	746,922
Due from related parties	26,479,027	19,056,574
Revenue in excess of costs - R&D contracts	0	531,617
Deferred tax assets, net	246,486	103,419
Total current assets	117,228,387	97,221,045
Property, plant and equipment, net	4,135,079	4,949,920
Construction in progress deposit - related parties	10,111,867	9,790,700
Intangible assets	768,014	525,458
Goodwill	10,360,306	8,498,897
TOTAL ASSETS	142,603,653	120,986,020
Current liabilities
Short-term loans	30,347,636	21,945,664
Notes payable	26,148,896	25,318,370
Accounts payable	1,323,925	1,488,548
Accrued expenses and other payables	1,299,128	1,170,952
Advance from customers	2,019,302	301,014
Taxes payable	5,705,597	4,711,893
Interest payable	57,205	25,027
Dividends payable	618,998	599,338
Billings in excess of revenue - R&D contracts	88,010	0
Due to related parties	3,885,951	2,884,340
Total current liabilities	71,494,648	58,445,146
Long-term payables	290,000	580,000
Long-term loan	12,831	0
TOTAL LIABILITIES	71,797,479	59,025,146
COMMITMENTS
STOCKHOLDERS' EQUITY
Preferred stock: authorized 1,000,000 shares, par value $0.01 none issued and outstanding as of September 30, 2011	0	0
Common stock: authorized 35,000,000 shares, par value $0.01 Issued 15,886,237 shares and outstanding 15,884,557 shares; and Issued 15,275,572 shares and outstanding 15,273,892 shares at September 30, 2011 and December 31, 2010, respectively	158,846	152,739
Shares to be issued	0	557
Subscription receivable	0	(61,200)
Deferred expenses	(70,827)	(227,226)
Additional paid-in capital	40,951,058	38,204,403
Treasury shares: 1,680 shares at cost	(7,322)	(7,322)
Statutory surplus reserve	682,528	682,528
Accumulated other comprehensive income	1,884,757	964,206
Retained earnings	24,054,182	19,030,933
TOTAL STOCKHOLDERS' EQUITY	67,653,222	58,739,618
Noncontrolling interest	3,152,952	3,221,256
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 142,603,653	$ 120,986,020