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
quarterly period ended: September 30, 2010




 ̈
            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: 001-34262





NIVS INTELLIMEDIA TECHNOLOGY
GROUP,INC.


(Exact
Name of Registrant as Specified in Its Charter)





Delaware
                
                20-8057809(State
      or other jurisdiction of
                
                (I.R.S.
      Employer Identification No.)incorporation
      or organization)





NIVS
Industry Park


No.
29-31 Shuikou Road


Huizhou,
Guangdong 516006


People’s
Republic of China


(Address
of principal executive offices, Zip Code)




86-752-3125862


(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 such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes  x  No   ̈





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





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 the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





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





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





The
number of shares outstanding of each of the issuer’s classes of common stock, as
of November 3, 2010 is as follows:





Class
      of Securities
              
              Shares
      OutstandingCommon
      Stock, $0.0001 par value
              
              47,970,179












NIVS
IntelliMedia Technology Group, Inc.




Quarterly
Report on Form 10-Q


Three
and Nine Months Ended September 30, 2010




TABLE
OF CONTENTS




PART
      I
                                                                                          
                                                                                          1FINANCIAL
      INFORMATION
                                                                                          
                                                                                          1TEM
      1.
                                                                                          
                                                                                          FINANCIAL
      STATEMENTS.
                                                                                          
                                                                                          1ITEM
      2.
                                                                                          
                                                                                          MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS.
                                                                                          
                                                                                          14ITEM
      3.
                                                                                          
                                                                                          QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
                                                                                          
                                                                                          23ITEM
      4.
                                                                                          
                                                                                          CONTROLS
      AND PROCEDURES.
                                                                                          
                                                                                          24PART
      II
                                                                                          
                                                                                          25OTHER
      INFORMATION
                                                                                          
                                                                                          25ITEM
      1.
                                                                                          
                                                                                          LEGAL
      PROCEEDINGS.
                                                                                          
                                                                                          25ITEM
      1A.
                                                                                          
                                                                                          RISK
      FACTORS.
                                                                                          
                                                                                          25ITEM
      2.
                                                                                          
                                                                                          UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
                                                                                          
                                                                                          25ITEM
      3.
                                                                                          
                                                                                          DEFAULTS
      UPON SENIOR SECURITIES.
                                                                                          
                                                                                          25ITEM
      4.
                                                                                          
                                                                                          (REMOVED
      AND RESERVED).
                                                                                          
                                                                                          25ITEM
      5.
                                                                                          
                                                                                          OTHER
      INFORMATION.
                                                                                          
                                                                                          25ITEM
      6.
                                                                                          
                                                                                          EXHIBITS.
                                                                                          
                                                                                          26




i




PART
I


FINANCIAL
INFORMATION




ITEM
      1.
            FINANCIAL
      STATEMENTS.





NIVS
INTELLIMEDIA TECHNOLOGY GROUP, INC. AND SUBSIDIARIES


CONSOLIDATED FINANCIAL
STATEMENTS


FOR
THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009





INDEX
TO FINANCIAL STATEMENTS





Page(s)Financial
      StatementsConsolidated
      Balance Sheets
                  
                  2Consolidated
      Statements of Income
                  
                  3Consolidated
      Statements of Comprehensive Income
                  
                  4Consolidated
      Statements of Cash Flows
                  
                  5Notes
      to Consolidated Financial Statements
                  
                  6




- 1
-




NIVS
IntelliMedia Technology Group, Inc. and Subsidiaries


Consolidated
Balance Sheets


(In US
Dollars)





September 30,
                          
                          
                          December 31,2010
                          
                          
                          2009(Unaudited)AssetsCurrent
      AssetsCash
      and cash equivalents
                          
                          $
                          23,816,131
                          
                          
                          $
                          5,916,224Trade
      receivables, net
                          
                          
                          49,988,632
                          
                          
                          
                          33,228,955Inventories,
      net
                          
                          
                          24,034,231
                          
                          
                          
                          9,626,048Prepaid
      expenses, deposit and other receivables
                          
                          
                          516,183
                          
                          
                          
                          8,641,448VAT
      refundable
                          
                          
                          2,082,245
                          
                          
                          
                          869,202Restricted
      cash
                          
                          
                          2,154,559
                          
                          
                          
                          4,840,137Total
      current assets
                          
                          
                          102,591,981
                          
                          
                          
                          63,122,014Property,
      equipment and construction in progress, net
                          
                          
                          81,637,440
                          
                          
                          
                          58,409,374Advances
      to suppliers
                          
                          
                          17,450,870
                          
                          
                          
                          16,649,904Intangible
      assets, net
                          
                          
                          14,071,346
                          
                          
                          
                          2,295,244Total
      Assets
                          
                          $
                          215,751,637
                          
                          
                          $
                          140,476,536Liabilities
      and Shareholders' EquityCurrent
      LiabilitiesAccounts
      payable
                          
                          $
                          15,970,319
                          
                          
                          $
                          3,932,115Accrued
      liabilities and other payable
                          
                          
                          1,383,058
                          
                          
                          
                          1,485,577Wages
      payable
                          
                          
                          1,099,759
                          
                          
                          
                          801,972Corporate
      tax payable
                          
                          
                          1,642,436
                          
                          
                          
                          1,372,117Various
      taxes payable
                          
                          
                          27,726
                          
                          
                          
                          494,678Customer
      deposits
                          
                          
                          234,278
                          
                          
                          
                          -Short-term
      loans
                          
                          
                          59,297,509
                          
                          
                          
                          43,987,358Bank
      notes payable
                          
                          
                          10,324,804
                          
                          
                          
                          7,712,609Total
      current liabilities
                          
                          
                          89,979,889
                          
                          
                          
                          59,786,426Total
      Liabilities
                          
                          
                          89,979,889
                          
                          
                          
                          59,786,426Shareholders'
      EquityNIVS
      IntelliMedia Technology Group, Inc.'s shareholders' equityPreferred
      stock, $0.0001 par value, 10,000,000 shares authorized, 0 shares issued
      and outstanding at September 30, 2010 and December 31, 2009,
      respectively
                          
                          
                          -
                          
                          
                          
                          -Common
      stock, $0.0001 par value, 100,000,000 shares authorized, 47,970,179 and
      40,675,347 shares issued and outstanding at September 30, 2010 and
      December 31, 2009, respectively
                          
                          
                          4,797
                          
                          
                          
                          4,068Additional
      paid-in capital
                          
                          
                          45,848,525
                          
                          
                          
                          21,717,239Accumulated
      other comprehensive income
                          
                          
                          6,490,313
                          
                          
                          
                          3,979,941Statutory
      reserve fund
                          
                          
                          5,722,107
                          
                          
                          
                          5,722,107Retained
      earnings (unrestricted)
                          
                          
                          65,374,454
                          
                          
                          
                          47,497,211Total
      NIVS IntelliMedia Technology Group, Inc. Shareholders'
    Equity
                          
                          
                          123,440,196
                          
                          
                          
                          78,920,566Noncontrolling
      interest
                          
                          
                          2,331,552
                          
                          
                          
                          1,769,544Total
      Shareholders' Equity
                          
                          
                          125,771,748
                          
                          
                          
                          80,690,110Total
      Liabilities & Shareholders' Equity
                          
                          $
                          215,751,637
                          
                          
                          $
                          140,476,536





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




- 2
-




NIVS
IntelliMedia Technology Group, Inc. and Subsidiaries


Consolidated
Statements of Income


(In US
Dollars)





For The Three Months Ended
                                  
                                  
                                  For The Nine Months EndedSeptember 30,
                                  
                                  
                                  September 30,
                                  
                                  
                                  September 30,
                                  
                                  
                                  September 30,2010
                                  
                                  
                                  2009
                                  
                                  
                                  2010
                                  
                                  
                                  2009(Unaudited)
                                  
                                  
                                  (Unaudited)
                                  
                                  
                                  (Unaudited)
                                  
                                  
                                  (Unaudited)Revenues
                                  
                                  $
                                  84,400,427
                                  
                                  
                                  $
                                  52,384,695
                                  
                                  
                                  $
                                  236,110,408
                                  
                                  
                                  $
                                  122,501,145Other
      Revenues
                                  
                                  
                                  76,004
                                  
                                  
                                  
                                  473,123
                                  
                                  
                                  
                                  198,467
                                  
                                  
                                  
                                  625,572Cost
      of Goods Sold
                                  
                                  
                                  (67,129,754
                                  )
                                  
                                  
                                  (40,956,192
                                  )
                                  
                                  
                                  (189,589,817
                                  )
                                  
                                  
                                  (95,226,516
                                  )Gross
      Profit
                                  
                                  
                                  17,346,677
                                  
                                  
                                  
                                  11,901,626
                                  
                                  
                                  
                                  46,719,058
                                  
                                  
                                  
                                  27,900,201Selling
      Expenses
                                  
                                  
                                  2,161,817
                                  
                                  
                                  
                                  2,327,577
                                  
                                  
                                  
                                  5,680,694
                                  
                                  
                                  
                                  5,595,689General
      and administrativeAmortization
                                  
                                  
                                  831,625
                                  
                                  
                                  
                                  24,270
                                  
                                  
                                  
                                  2,460,952
                                  
                                  
                                  
                                  60,063Depreciation
                                  
                                  
                                  86,005
                                  
                                  
                                  
                                  83,903
                                  
                                  
                                  
                                  262,044
                                  
                                  
                                  
                                  248,227Stock-based
      compensation
                                  
                                  
                                  1,972,883
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  1,972,883
                                  
                                  
                                  
                                  -Other
      general and administrative
                                  
                                  
                                  1,443,414
                                  
                                  
                                  
                                  1,154,369
                                  
                                  
                                  
                                  4,867,208
                                  
                                  
                                  
                                  3,119,359Total
      general and administravive
                                  
                                  
                                  4,333,927
                                  
                                  
                                  
                                  1,262,542
                                  
                                  
                                  
                                  9,563,087
                                  
                                  
                                  
                                  3,427,649Research
      and development
                                  
                                  
                                  2,702,743
                                  
                                  
                                  
                                  1,122,003
                                  
                                  
                                  
                                  7,621,108
                                  
                                  
                                  
                                  2,457,478Total
      operating expenses
                                  
                                  
                                  9,198,487
                                  
                                  
                                  
                                  4,712,122
                                  
                                  
                                  
                                  22,864,889
                                  
                                  
                                  
                                  11,480,816Income
      from operations
                                  
                                  
                                  8,148,190
                                  
                                  
                                  
                                  7,189,504
                                  
                                  
                                  
                                  23,854,169
                                  
                                  
                                  
                                  16,419,385Other
      income (expenses)Interest
      expense
                                  
                                  
                                  (575,962
                                  )
                                  
                                  
                                  (404,081
                                  )
                                  
                                  
                                  (1,406,703
                                  )
                                  
                                  
                                  (1,290,306
                                  )Sundry
      income (expense), net
                                  
                                  
                                  121,311
                                  
                                  
                                  
                                  (66,928
                                  )
                                  
                                  
                                  45,708
                                  
                                  
                                  
                                  9,981Total
      other income (expenses)
                                  
                                  
                                  (454,651
                                  )
                                  
                                  
                                  (471,009
                                  )
                                  
                                  
                                  (1,360,995
                                  )
                                  
                                  
                                  (1,280,325
                                  )Income
      before noncontrolling interest and income taxes
                                  
                                  
                                  7,693,539
                                  
                                  
                                  
                                  6,718,495
                                  
                                  
                                  
                                  22,493,174
                                  
                                  
                                  
                                  15,139,060Income
      taxes
                                  
                                  
                                  (1,541,039
                                  )
                                  
                                  
                                  (1,033,814
                                  )
                                  
                                  
                                  (4,101,562
                                  )
                                  
                                  
                                  (2,309,683
                                  )Net
      income
                                  
                                  
                                  6,152,500
                                  
                                  
                                  
                                  5,684,681
                                  
                                  
                                  
                                  18,391,612
                                  
                                  
                                  
                                  12,829,377Net
      income attributable to the noncontrolling interest
                                  
                                  
                                  (192,552
                                  )
                                  
                                  
                                  (146,805
                                  )
                                  
                                  
                                  (514,369
                                  )
                                  
                                  
                                  (327,549
                                  )Net
      income attributable to NIVS IntelliMedia Technology Group,
      Inc.
                                  
                                  $
                                  5,959,948
                                  
                                  
                                  $
                                  5,537,876
                                  
                                  
                                  $
                                  17,877,243
                                  
                                  
                                  $
                                  12,501,828Basic
      earnings per share - net income attributable to NIVS's common
      shareholders
                                  
                                  $
                                  0.12
                                  
                                  
                                  $
                                  0.14
                                  
                                  
                                  $
                                  0.40
                                  
                                  
                                  $
                                  0.32Weighed-average
      shares outstanding, Basic
                                  
                                  
                                  47,970,179
                                  
                                  
                                  
                                  40,675,347
                                  
                                  
                                  
                                  44,977,427
                                  
                                  
                                  
                                  39,505,543Diluted
      earnings per share - net income attributable to NIVS's common
      shareholders
                                  
                                  $
                                  0.12
                                  
                                  
                                  $
                                  0.14
                                  
                                  
                                  $
                                  0.40
                                  
                                  
                                  $
                                  0.31Weighed-average
      shares outstanding, Diluted
                                  
                                  
                                  47,992,149
                                  
                                  
                                  
                                  40,675,347
                                  
                                  
                                  
                                  45,221,644
                                  
                                  
                                  
                                  39,862,552





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




- 3
-




NIVS
IntelliMedia Technology Group, Inc. and Subsidiaries


Consolidated
Statements of Comprehensive Income


(In US
Dollars)





For The Three Months Ended September 30,
                        
                        
                        For The Nine Months Ended September 30,2010
                        
                        
                        2009
                        
                        
                        2010
                        
                        
                        2009(Unaudited)
                        
                        
                        (Unaudited)
                        
                        
                        (Unaudited)
                        
                        
                        (Unaudited)Net
      income
                        
                        $
                        6,152,500
                        
                        
                        $
                        5,684,681
                        
                        
                        $
                        18,391,612
                        
                        
                        $
                        12,829,377Other
      comprehensive income, net of tax:Unrealized
      gain (loss) on foreign currency translation, net of tax
                        
                        
                        2,368,244
                        
                        
                        
                        64,813
                        
                        
                        
                        2,510,372
                        
                        
                        
                        (29,738
                        )Comprehensive
      income
                        
                        
                        8,520,744
                        
                        
                        
                        5,749,494
                        
                        
                        
                        20,901,984
                        
                        
                        
                        12,799,639Comprehensive
      income attributable to the noncontrolling interest
                        
                        
                        (236,328
                        )
                        
                        
                        (341,205
                        )
                        
                        
                        (562,008
                        )
                        
                        
                        (343,569
                        )Comprehensive
      income attributable to NIVS's common shareholders
                        
                        $
                        8,284,416
                        
                        
                        $
                        5,408,289
                        
                        
                        $
                        20,339,976
                        
                        
                        $
                        12,456,070





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




- 4
-




NIVS
IntelliMedia Technology Group, Inc. and Subsidiaries


Consolidated
Statements of Cash Flows


(In US
Dollars)





For The Nine Months Ended September 30,2010
                                                    
                                                    
                                                    2009(Unaudited)
                                                    
                                                    
                                                    (Unaudited)Cash
      Flows From Operating ActivitiesNet
      income
                                                    
                                                    $
                                                    18,391,612
                                                    
                                                    
                                                    $
                                                    12,829,377Adjustments
      to reconcile net income to net cash provided by operating
      activities:Depreciation
      expense
                                                    
                                                    
                                                    5,512,509
                                                    
                                                    
                                                    
                                                    4,380,877Amortization
      expense
                                                    
                                                    
                                                    2,460,952
                                                    
                                                    
                                                    
                                                    60,063Stock-based
      compensation
                                                    
                                                    
                                                    1,972,883
                                                    
                                                    
                                                    
                                                    -Changes
      in operating assets and liabilities:Accounts
      receivable
                                                    
                                                    
                                                    (13,390,499
                                                    )
                                                    
                                                    
                                                    (9,162,451
                                                    )Advances
      to suppliers
                                                    
                                                    
                                                    (2,812,412
                                                    )
                                                    
                                                    
                                                    727,307Prepaid
      expenses and deposits
                                                    
                                                    
                                                    (343,858
                                                    )
                                                    
                                                    
                                                    57,008Inventories,
      net
                                                    
                                                    
                                                    (11,356,209
                                                    )
                                                    
                                                    
                                                    (11,160,570
                                                    )VAT
      refundable
                                                    
                                                    
                                                    (1,195,195
                                                    )
                                                    
                                                    
                                                    865,245Accounts
      payable, accrued liabilities and customer deposits
                                                    
                                                    
                                                    5,066,821
                                                    
                                                    
                                                    
                                                    1,464,146Various
      taxes payable
                                                    
                                                    
                                                    (477,676
                                                    )
                                                    
                                                    
                                                    1,488,556Wages
      payable
                                                    
                                                    
                                                    137,104
                                                    
                                                    
                                                    
                                                    (274,542
                                                    )Corporate
      tax payable
                                                    
                                                    
                                                    242,143
                                                    
                                                    
                                                    
                                                    2,187,748Net
      cash provided by operating activities
                                                    
                                                    
                                                    4,208,175
                                                    
                                                    
                                                    
                                                    3,462,764Cash
      Flows From Investing ActivitiesRestricted
      cash
                                                    
                                                    
                                                    2,784,967
                                                    
                                                    
                                                    
                                                    6,101,976Cash
      paid for Dongri Acquisition, net of cash and cash equivalents
      acquired
                                                    
                                                    
                                                    (7,969,525
                                                    )
                                                    
                                                    
                                                    -Purchases
      of property, plant and equipment
                                                    
                                                    
                                                    (17,293,735
                                                    )
                                                    
                                                    
                                                    (3,270,839
                                                    )Payments
      made for construction in progress
                                                    
                                                    
                                                    (3,450,974
                                                    )
                                                    
                                                    
                                                    -Purchases
      of intangible assets
                                                    
                                                    
                                                    (94,828
                                                    )
                                                    
                                                    
                                                    (55,161
                                                    )Net
      cash used in investing activities
                                                    
                                                    
                                                    (26,024,095
                                                    )
                                                    
                                                    
                                                    2,775,976Cash
      Flows From Financing ActivitiesBorrowing
      from short term loan
                                                    
                                                    
                                                    14,359,802
                                                    
                                                    
                                                    
                                                    4,515,932Addition
      in bank notes payable
                                                    
                                                    
                                                    2,453,822
                                                    
                                                    
                                                    
                                                    -Repayment
      of bank notes
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (10,107,109
                                                    )Net
      proceeds of share issurances
                                                    
                                                    
                                                    22,159,132
                                                    
                                                    
                                                    
                                                    1,212,382Net
      cash provided by (used in) financing activities
                                                    
                                                    
                                                    38,972,756
                                                    
                                                    
                                                    
                                                    (4,378,795
                                                    )Effect
      of exchange rate changes on cash
                                                    
                                                    
                                                    743,071
                                                    
                                                    
                                                    
                                                    (35,123
                                                    )Net
      increase (decrease) in cash and cash equivalents
                                                    
                                                    
                                                    17,899,907
                                                    
                                                    
                                                    
                                                    1,824,822Cash
      and cash equivalents, beginning of period
                                                    
                                                    
                                                    5,916,224
                                                    
                                                    
                                                    
                                                    461,504Cash
      and cash equivalents, end of period
                                                    
                                                    $
                                                    23,816,131
                                                    
                                                    
                                                    $
                                                    2,286,326Supplemental
      disclosure information::Interest
      expense paid
                                                    
                                                    $
                                                    1,405,665
                                                    
                                                    
                                                    $
                                                    1,290,312Income
      taxes paid
                                                    
                                                    $
                                                    3,928,580
                                                    
                                                    
                                                    $
                                                    2,442,340Non-cash
      investing and financing activities:Conversion
      of Li debt to common stock
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    (7,841,726
                                                    )Issuance
      of shares for cashless warrants exercise
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    946,640





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




- 5
-




NOTE
1 - DESCRIPTION OF BUSINESS AND ORGANIZATION





NIVS
IntelliMedia Technology Group, Inc. (“NIVS USA”) was incorporated in the State
of Delaware on December 7, 2006. NIVS USA was originally organized as a “blank
check” shell company to investigate and acquire a target company or business
seeking the perceived advantages of being a publicly held corporation. On July
25, 2008, NIVS USA (i) closed a share exchange transaction pursuant to which it
became the 100% parent of Niveous Holding Company Limited (“Niveous”) (ii)
assumed the operations of Niveous and its subsidiaries, and (iii) changed its
name from SRKP 19, Inc. to NIVS IntelliMedia Technology Group, Inc.





Because
the shares issued by the NIVS USA to the shareholders of Niveous and their
designees in the aforementioned transaction represented a controlling interest,
the transaction has been accounted for as a recapitalization or reverse merger
with Niveous being considered the acquirer. The accompanying consolidated
financial statements have been restated on a retroactive basis to present the
capital structure of Niveous as though it was the reporting entity.





Through
its subsidiaries in China, NIVS USA engages in research, development,
production, marketing and sales of audio & video electronic equipment and
mobile phones for the domestic China and international markets. NIVS USA and its
subsidiaries are collectively referred to as the Company.





On
January 22, 2010, the Company, through NIVS BVI, acquired 100% of the equity
interest of Huizhou Dongri Digital Co., Ltd., ("Dongri"), a mobile phone product
manufacturer located in the Huizhou Zhongkai Hi-tech Zone
area.





On
February 4, 2010, the Company, through NIVS BVI, established a new subsidiary of
Hong Kong East Best Industrial Limited (“East Best HK”). As at September 30,
2010, East Best HK had issued 10,000 capital shares authorized with HKD1.00 par
value and 10,000 shares issued and outstanding.





NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





a.
            Basis of
      preparation





The
accounting policies and methods followed in preparing these unaudited condensed
consolidated financial statements are those used by Company as described in Note
2 of the notes to consolidated financial statements included in the Annual
Report on Form 10-K. The unaudited condensed consolidated financial statements
for the three and nine-month periods ended September 30, 2010 and 2009 have been
prepared in accordance with accounting principles generally accepted in the
United States of America and the rules of the Securities and Exchange Commission
and do not conform in all respects to the disclosure and information that is
required for annual consolidated financial statements. The year-end condensed
consolidated balance sheet data was derived from audited financial statements,
but does not include all disclosures required by accounting principles generally
accepted in the United States of America. These interim condensed
consolidated financial statements should be read in conjunction with the most
recent annual consolidated financial statements of the Company.





In the
opinion of management, all adjustments, all of which are of a normal recurring
nature, considered necessary for fair statement have been included in these
interim condensed consolidated financial statements. Operating results for the
three-month and nine-months periods ended September 30, 2010 are not indicative
of the results that may be expected for the full year ending December 31,
2010.





b.
            Basis of
      consolidation





The
consolidated financial statements include the accounts of the Company and its
subsidiaries. Significant inter-company transactions have been eliminated in
consolidation.




- 6
-




c.
            Use of
      estimates





The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses during the reporting year. Because of the use
of estimates inherent in the financial reporting process, actual results could
differ from those estimates.





d.
            Reclassifications




Certain
amounts in the consolidated financial statements for the prior years have been
reclassified to conform to the presentation of the current year for the
comparative purposes.





e.
            Foreign
      currency translation





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





Period Covered
                      
                      Balance Sheet Date Rates
                      
                      
                      Average RatesYear ended
      December 31, 2009
                      
                      
                      6.81720
                      
                      
                      
                      6.84088Nine
      months ended September 30, 2010
                      
                      
                      6.68003
                      
                      
                      
                      6.79810Nine
      months ended September 30, 2009
                      
                      
                      6.81756
                      
                      
                      
                      6.82175





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





Period Covered
                      
                      Balance Sheet Date Rates
                      
                      
                      Average RatesYear
      ended December 31, 2009
                      
                      
                      7.75477
                      
                      
                      
                      7.75218Nine
      months ended September 30, 2010
                      
                      
                      7.75795
                      
                      
                      
                      7.77061Nine
      months ended September 30, 2009
                      
                      
                      7.75194
                      
                      
                      
                      7.75014





f.
            Recently issued accounting
      pronouncements





In
October 2009, the FASB issued ASU No. 2009-13, Multiple-Deliverable Revenue
Arrangements—a consensus of the FASB Emerging Issues Task Force, that
provides amendments to the criteria for separating consideration in
multiple-deliverable arrangements. As a result of these amendments,
multiple-deliverable revenue arrangements will be separated in more
circumstances than under existing U.S. GAAP. The ASU does this by establishing a
selling price hierarchy for determining the selling price of a deliverable. The
selling price used for each deliverable will be based on vendor-specific
objective evidence if available, third-party evidence if vendor-specific
objective evidence is not available, or estimated selling price if neither
vendor-specific objective evidence nor third-party evidence is available. A
vendor will be required to determine its best estimate of selling price in a
manner that is consistent with that used to determine the price to sell the
deliverable on a standalone basis. This ASU also eliminates the residual method
of allocation and will require that arrangement consideration be allocated at
the inception of the arrangement to all deliverables using the relative selling
price method, which allocates any discount in the overall arrangement
proportionally to each deliverable based on its relative selling price. Expanded
disclosures of qualitative and quantitative information regarding application of
the multiple-deliverable revenue arrangement guidance are also required under
the ASU. The ASU does not apply to arrangements for which industry specific
allocation and measurement guidance exists, such as long-term construction
contracts and software transactions.  The ASU is effective beginning
January 1, 2011. The Company is currently evaluating the impact of this
standard on the Company’s consolidated results of operations and financial
condition.




- 7
-




In
October 2009, the FASB issued ASU No. 2009-14, Certain Revenue Arrangements That
Include Software Elements—a consensus of the FASB Emerging Issues Task
Force, that reduces the types of transactions that fall within the
current scope of software revenue recognition guidance. Existing software
revenue recognition guidance requires that its provisions be applied to an
entire arrangement when the sale of any products or services containing or
utilizing software when the software is considered more than incidental to the
product or service. As a result of the amendments included in ASU
No. 2009-14, many tangible products and services that rely on software will
be accounted for under the multiple-element arrangements revenue recognition
guidance rather than under the software revenue recognition guidance. Under the
ASU, the following components would be excluded from the scope of software
revenue recognition guidance:  the tangible element of the product,
software products bundled with tangible products where the software components
and non-software components function together to deliver the product’s essential
functionality, and undelivered components that relate to software that is
essential to the tangible product’s functionality. The ASU also provides
guidance on how to allocate transaction consideration when an arrangement
contains both deliverables within the scope of software revenue guidance
(software deliverables) and deliverables not within the scope of that guidance
(non-software deliverables). The ASU is effective beginning January 1,
2011. The Company is currently evaluating the impact of this standard on the
Company’s consolidated results of operations and financial
condition.




In
January 2010, the FASB issued ASU No. 2010-6, Improving Disclosures About Fair
Value Measurements, that amends existing disclosure requirements under ASC 820
by adding required disclosures about items transferring into and out of levels 1
and 2 in the fair value hierarchy; adding separate disclosures about purchase,
sales, issuances, and settlements relative to level 3 measurements; and
clarifying, among other things, the existing fair value disclosures about the
level of disaggregation. This ASU is effective for the first quarter of 2010,
except for the requirement to provide level 3 activities of purchases, sales,
issuances, and settlements on a gross basis, which is effective beginning the
first quarter of 2011. Since this standard impacts disclosure requirements only,
its adoption will not have a material impact on the Company’s consolidated
results of operations or financial condition.





NOTE 3 – PURCHASE OF
DONGRI





On
January 22, 2010, the Company, through NIVS BVI, acquired 100% of the equity
interest of Huizhou Dongri Digital Co., Ltd., ("Dongri"), a mobile phone product
manufacturer located in the Huizhou Zhongkai Hi-tech Zone area.  The
purpose of acquisition is for expanding manufacture and entering new business of
mobile phones. The aggregate purchase price that the Company agreed to pay is up
to $23 million, with $13 million being paid within one month of closing and
up to an additional $10 million that may become payable at future dates if
Dongri meets after-tax income targets.  If Dongri's after-tax income
for the first half of 2010 exceeds approximately $1.91 million, then an
additional $3 million will be paid to the former shareholder of Dongri. If
Dongri's after-tax income is between $955,000 and $1.91 million, then a pro-rata
amount will be payable, and no percentage of the $3 million will be paid if the
after-tax income is less than approximately $955,000.  For the third
quarter of 2010, if Dongri's after-tax income exceeds approximately $1.03
million, then an additional $3 million will be paid to the former Dongri
shareholder. If Dongri's after-tax income is between approximately $514,000 and
$1.03 million, then a pro-rata amount will be paid, and no amount will be paid
if the after-tax income is less than $514,000.  Similarly, for
the fourth quarter of 2010, the Company will pay Dongri an additional $4 million
if Dongri’s after-tax income exceeds $1.18 million, and a pro rata portion if it
falls between approximately $590,000 and $1.18 million.  No amount
will be paid for the fourth quarter if Dongri's after-tax income is less than
$590,000. The Company has paid a total of $16.6 million in cash for the purchase
as of 30 September 2010. The Company assessed the contingent consideration based
on ASC805 and concluded that the liability to be $6,350,777. For the
first six months of 2010, Dongri's after-tax income exceeded RMB 13,000,000 (USD
1.91 million), and for the three months ended September 30, 2010. Dongri's
after-tax income exceeded RMB 7,000,000 (USD 1.03 million). There was no change
to the Company's original assessment of contingent consideration
payable.




In
accordance with ASC805, the Company determined the assets acquired constituted a
business and applied purchase accounting to the assets acquired.





The
following table summarizes the consideration paid for acquisition of the assets
and the amount of the assets acquired at the acquisition date as well as the
fair value at the acquisition date.





Consideration:





Cash
                        
                        $
                        16,649,223A/P
      - Contingent consideration
                        
                        
                        6,350,777Total
                        
                        $
                        23,000,000




- 8
-




The
preliminary estimate of fair values as of the acquisition date is as
follows:





Cash
                    
                    $
                    30,475Account
      receivables
                    
                    
                    15,230Deferred
      VAT assets
                    
                    
                    163,161Inventory
                    
                    
                    2,838,472Advances
                    
                    
                    136,154Fixed
      assets
                    
                    
                    4,091,825Other
      assets
                    
                    
                    2,656,705Account
      payables
                    
                    
                    (627,397
                    )S/T
      loan
                    
                    
                    (47,098
                    )Tax
      accrual
                    
                    
                    (566
                    )Wages
      payable
                    
                    
                    (143,515
                    )Import
      and export rights
                    
                    
                    71,135ISO9001:2008
                    
                    
                    497,948Sales
      orders, contracts and customer relations
                    
                    
                    11,041,140Employment
      contracts
                    
                    
                    426,812Income
      tax holiday preferential rights
                    
                    
                    1,849,519Total
                    
                    $
                    23,000,000





The
unaudited pro forma information of the Company set forth below gives effect to
the acquisition of Dongri as if it had been consummated as of the beginning of
the applicable period. The unaudited pro forma information has been derived from
the historical Consolidated Financial Statements of the Company and of Dongri.
The unaudited pro forma information is for illustrative purposes only. You
should not rely on the unaudited pro forma financial information as being
indicative of the historical results that would have been achieved had the
acquisition occurred in the past or the future financial results that the
Company will achieve after the acquisition.





For the
nine month ended September 30, 2009:





Pro
      Forma (unaudited):Revenue
                
                $
                139,042,121Net  income
                
                $
                13,072,790Net
      income attributable to NIVS IntelliMedia Technology Group,
      Inc.
                
                $
                12,756,808Basic
      and diluted earnings per share
                
                $
                0.33





NOTE
4 - INTANGIBLE ASSETS, NET





Intangible
assets consist of the following:





September 30,
                              
                              
                              December 31,
                              
                              Useful
      Life2010
                              
                              
                              2009
                              
                              (Years)Land
      use rights
                              
                              $
                              2,236,312
                              
                              
                              $
                              2,757,728
                              
                              40Computer
      software use rights
                              
                              
                              50,198
                              
                              
                              
                              4,824
                              
                              10Trade
      mark
                              
                              
                              65,612
                              
                              
                              
                              61,052
                              
                              N/AImport
      and export rights
                              
                              
                              71,324
                              
                              
                              
                              -
                              
                              2ISO9001:
      2008
                              
                              
                              499,267
                              
                              
                              
                              -
                              
                              2.5Sales
      orders, contracts and customer relations
                              
                              
                              11,070,407
                              
                              
                              
                              -
                              
                              5Employment
      contracts and human resources
                              
                              
                              427,944
                              
                              
                              
                              -
                              
                              3Income
      tax holiday preferential rights
                              
                              
                              1,854,422
                              
                              
                              
                              -
                              
                              3Accumulated
      amortization
                              
                              
                              (2,204,140
                              )
                              
                              
                              (528,360
                              )Intangible
      assets, net
                              
                              $
                              14,071,346
                              
                              
                              $
                              2,295,244




- 9
-




The
amortization expenses for nine months ended September 30, 2010 and 2009,
respectively, as follows:





September 30,
                  
                  
                  December 31,2010
                  
                  
                  2009General
      and administrative expense
                  
                  $
                  2,460,952
                  
                  
                  $
                  60,063





NOTE
5 - SHORT TERM LOANS


Short
term loans consist of the following:


September 30,
                          
                          
                          December 31,2010
                          
                          
                          2009Construction
      Bank
                          
                          $
                          21,060,950
                          
                          
                          $
                          18,983,613Defutai
      Bank
                          
                          
                          3,742,500
                          
                          
                          
                          2,503,667Nanyang
      Bank
                          
                          
                          7,550,239
                          
                          
                          
                          5,594,085Minsheng
      Bank
                          
                          
                          15,144,494
                          
                          
                          
                          4,994,944Shenzhen
      Development Bank
                          
                          
                          9,104,726
                          
                          
                          
                          7,510,415Shanghai
      Pufa Bank
                          
                          
                          -
                          
                          
                          
                          4,400,634Agriculture
      Bank
                          
                          
                          2,694,600
                          
                          
                          
                          -$
                          59,297,509
                          
                          
                          $
                          43,987,358




The above
outstanding short term loans are used primarily for general working capital
purposes. Recurring bank loans carry annual interest rates of 3.27%~5.84% with
maturity dates ranging from 30 days to one year.  These loans are
either non-secured or secured by the Company’s accounts receivable, equipment,
building and land-use rights.





The
annual interest rates are shown as follows:





September 30,
                    
                    
                    December 31,2010
                    
                    
                    2009Construction
      Bank
                    
                    
                    3.58
                    %
                    
                    
                    3.58
                    %Defutai
      Bank
                    
                    
                    4.83
                    %
                    
                    
                    4.83
                    %Nanyang
      Bank
                    
                    
                    3.27
                    %
                    
                    
                    3.27
                    %Minsheng
      Bank
                    
                    
                    3.93
                    %
                    
                    
                    3.93
                    %Shenzhen
      Development Bank
                    
                    
                    5.35
                    %
                    
                    
                    5.35
                    %Shanghai
      Pufa Bank
                    
                    
                    5.84
                    %
                    
                    
                    5.84
                    %Agriculture
      Bank
                    
                    
                    5.31
                    %
                    
                    
                    -





NOTE
6 - BANK NOTES PAYABLE AND RESTRICTED CASH





Bank
notes payable consist of the following:





September 30,
                        
                        
                        December 31,2010
                        
                        
                        2009Shanghai
      Pufa Bank
                        
                        $
                        125,743
                        
                        
                        $
                        3,162,354Shenzhen
      Development Bank
                        
                        
                        5,528,421
                        
                        
                        
                        733,439Construction
      Bank
                        
                        
                        4,670,640
                        
                        
                        
                        3,816,816$
                        10,
      324,804
                        
                        
                        $
                        7,712,609




The bank
notes have no interest bearing. Additionally, the bank charge 0.05% bank charges
on the amounts borrowed by the Company.


- 10
-




The terms
of the bank notes payable and some short term require the Company to maintain a
deposit at the bank to secure the notes as follows:





September 30,
                      
                      
                      December 31,2010
                      
                      
                      2009Construction
      Bank,
                      
                      $
                      1,040,307
                      
                      
                      $
                      964,609Nanyang
      Bank
                      
                      
                      205,650
                      
                      
                      
                      203,436Defutai
      Bank
                      
                      
                      -
                      
                      
                      
                      501,063China
      Minsheng Bank
                      
                      
                      782,854
                      
                      
                      
                      8,675Shanghai
      Pufa Bank
                      
                      
                      125,748
                      
                      
                      
                      3,162,354$
                      2,154,559
                      
                      
                      $
                      4,840,137





NOTE
7 - INCOME TAX





Niveous
is registered in BVI and pays no taxes.





NIVS HK
is a holding company registered in Hong Kong and has no operating profit for tax
liabilities.





The
Company’s subsidiary, NIVS HZ, as a manufacturing enterprise established in
Huizhou, PRC, was entitled to a preferential Enterprise Income Tax (”EIT”) rate.
Beginning January 1, 2008, the new Enterprise Income Tax (“EIT”) law has
replaced the old laws for Domestic Enterprises (“DES”) and Foreign Invested
Enterprises (“FIEs”). The new standard EIT rate of 25% replaces the 33% rate
applicable to both DES and FIEs, except for High Tech companies that pay a
reduced rate of 15%, subject to government verification for Hi-Tech company
status in every three years. For companies established before March 16, 2007
continue to enjoy tax holiday treatment approved by local government for a grace
period of either for the next 5 years or until the tax holiday term is
completed, whichever is sooner.





The
Company’s subsidiary, Dongri, as a manufacturing enterprise established in
Huizhou, PRC, was entitled to a preferential Enterprise Income Tax (”EIT”) rate.
Dongri had applied for foreign investment enterprise title, and the application
had been approved by the local government.  Dongri had a tax holiday
of 2 years 100% exemption starting from the first profitable year 2008, and
followed by 3 years of 50% tax deduction.





The
provision for taxes on earnings consisted of:


Three
      Months Ended
                            
                            Nine
      Months EndedSeptember
      30,
                            
                            September
      30,
                            
                            September 30,
                            
                            
                            September 30,2010
                            
                            2010
                            
                            2010
                            
                            
                            2009PRC
      Enterprises Income Taxes
                            $
                            1,541,039
                            
                            1,033,814
                            
                            $
                            4,101,562
                            
                            
                            $
                            2,309,683United
      States Federal Income Taxes
                            
                            -
                            
                            -
                            
                            
                            -
                            
                            
                            
                            -Total
                            $
                            1,541,039
                            
                            1,033,814
                            
                            $
                            4,101,562
                            
                            
                            $
                            2,309,683





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




Three
      Months Ended
                                              
                                              Nine
      Months EndedSeptember
      30,
                                              
                                              September
      30,
                                              
                                              September 30,
                                              
                                              
                                              September 30,2010
                                              
                                              2009
                                              
                                              2010
                                              
                                              
                                              2009U.S.
      statutory rate
                                              34.0
                                              %
                                              34.0
                                              %
                                              34.0
                                              %
                                              
                                              
                                              34.0
                                              %Foreign
      income not recognized in the U.S.
                                              -34.0
                                              %
                                              -34.0
                                              %
                                              -34.0
                                              %
                                              
                                              
                                              -34.0
                                              %PRC
      preferential enterprise income tax rate
                                              25.0
                                              %
                                              25.0
                                              %
                                              25.0
                                              %
                                              
                                              
                                              25.0
                                              %Tax
      holiday and relief granted to the Subsidiary
                                              -11.3
                                              %
                                              -10.0
                                              %
                                              -11.3
                                              %
                                              
                                              
                                              -10.0
                                              %Permanent
      differences related to R&D exp and other
                                              6.3
                                              %
                                              0.4
                                              %
                                              4.5
                                              %
                                              
                                              
                                              0.3
                                              %Provision
      for income tax
                                              20.0
                                              %
                                              15.4
                                              %
                                              18.2
                                              %
                                              
                                              
                                              15.3
                                              %





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




- 11
-




Accounting for Uncertainty
in Income Taxes





Based on
the Company’s evaluation, the Company has concluded that there are no
significant uncertain tax positions requiring recognition in its financial
statements.




NOTE
8 - REVENUE INFORMATION AND GEOGRAPHIC INFORMATION





The
revenue information and geographic information for revenue is as
follows:


For the Nine Months EndedSeptember 30,
                                                    
                                                    
                                                    September 30,2010
                                                    
                                                    
                                                    2009Standard
      audio and video equipment:
                                                    
                                                    China
                                                    
                                                    $
                                                    30,774,596
                                                    
                                                    
                                                    $
                                                    26,171,279Europe
                                                    
                                                    
                                                    3,438,171
                                                    
                                                    
                                                    
                                                    10,199,873North
      America
                                                    
                                                    
                                                    2,250,825
                                                    
                                                    
                                                    
                                                    1,075,390Other
      Asian Countries
                                                    
                                                    
                                                    10,127,519
                                                    
                                                    
                                                    
                                                    17,473,587South
      America
                                                    
                                                    
                                                    1,547,451
                                                    
                                                    
                                                    
                                                    1,3786,833Other
      Countries
                                                    
                                                    
                                                    795,131
                                                    
                                                    
                                                    
                                                    4,512,607Intelligent
      audio and video equipment
                                                    
                                                    China
                                                    
                                                    
                                                    51,298,504
                                                    
                                                    
                                                    
                                                    20,444,678Europe
                                                    
                                                    
                                                    5,470,272
                                                    
                                                    
                                                    
                                                    8,755,700North
      America
                                                    
                                                    
                                                    3,581,156
                                                    
                                                    
                                                    
                                                    667,537Other
      Asian Countries
                                                    
                                                    
                                                    12,301,552
                                                    
                                                    
                                                    
                                                    17,568,126South
      America
                                                    
                                                    
                                                    2,883,902
                                                    
                                                    
                                                    
                                                    1,514,956Other
      Countries
                                                    
                                                    
                                                    2,320,131
                                                    
                                                    
                                                    
                                                    5,624,938Other
      audio and video equipment
                                                    
                                                    China
                                                    
                                                    
                                                    21,729,382
                                                    
                                                    
                                                    
                                                    4,618,934Europe
                                                    
                                                    
                                                    3,042,843
                                                    
                                                    
                                                    
                                                    714,552North
      America
                                                    
                                                    
                                                    3,489,026
                                                    
                                                    
                                                    
                                                    -Other
      Asian Countries
                                                    
                                                    
                                                    9,902,750
                                                    
                                                    
                                                    
                                                    1,782,155Other
      Countries
                                                    
                                                    
                                                    1,458,991
                                                    
                                                    
                                                    
                                                    -Mobile
      phones
                                                    
                                                    China
                                                    
                                                    
                                                    34,617,084
                                                    
                                                    
                                                    
                                                    -China
      - Hong Kong
                                                    
                                                    
                                                    35,081,122
                                                    
                                                    
                                                    
                                                    -Total
                                                    
                                                    
                                                    
                                                    $
                                                    236,110,408
                                                    
                                                    
                                                    
                                                    112,501,145





NOTE
9 - COMMON STOCK WARRANTS





As of
September 30, 2010 and December 31, 2009, there were 218,844 and 55,000 warrants
outstanding with weighted average exercise prices of $4.13 and $4.20 per share,
respectively. 218,844 new warrants were issued with the public offering in
April, 2010 at an exercise price of $4.11 per share. The warrant has 5 year
term and is not exercisable until at least one year from the date of issuance.
Fair value of $533,740 was calculated using the Black-Scholes option-pricing
model. Variables used in the Black-Scholes option-pricing model for warrants
issued include (1) discount rate of 2.54%, (2) warrant life is the contractual
term of 5 years, (3) expected volatility of 87.41% and (4) zero expected
dividends.




NOTE
10 - CONCENTRATIONS
  For the
nine months ended September 30, 2010, two customers had net sales exceeding 10%
of the company’s total sales and counted 15% and 12%.
    NOTE
11 - EARNINGS PER SHARE





Basic net
income per share is computed by dividing net income by the weighted-average
number of shares outstanding during the period.





Diluted
net income per share is computed by using the weighted-average number of shares
of common stock outstanding and, when dilutive, potential shares from options
and warrants to purchase common stock, using the treasury stock
method. Diluted earnings per share for the three and nine months ended
September 30, 2009 and 2010 excludes the impact of warrants issued.as they were
auntidillutive, and includes the impact of options issued as they were
dilutives.




- 12
-




NOTE
12 – PUBLIC OFFERING





On April
19, 2010, the Company entered into an underwriting agreement with Rodman &
Renshaw, LLC and WestPark Capital, Inc., as representatives of the several
underwriters (collectively, the “Underwriters”), relating to the Company’s
public offering of 7,294,832 shares (the “Shares”) of the Company’s common
stock, par value $0.0001 per share (the “Common Stock”), at a public offering
price of $3.29 per share.  The public offering closed on April 23,
2010, and the Company issued the Shares and received $22,240,132, net of
offering costs of approximately $1,759,865.  The Company also issue
warrants to the Underwriters as partial compensation for underwriting services
in connection with the public offering. The Underwriters will be able to
purchase up to 218,844 shares of common stock at an exercise price equal to
$4.11.  The warrants are exercisable starting April 19, 2011, which is
one-year after the effective date of the registration statement related to the
public offering, and the warrants will continue to be exercisable for five years
after such effective date. In connection with the public offering, the Company
also granted the Underwriters a 45-day option to purchase up to an additional
1,094,224 shares of Common Stock solely to cover over-allotments, if any. The
exercise price is $3.29 per share.





NOTE
13 – OMNIBUS INCENTIVE PLAN





On April
26, 2010, the Company granted its director, Mr. Arthur Laffer a 10-year option
to purchase 200,000 shares of the Company’s common stock pursuant to the
Company’s 2009 Omnibus Incentive Plan. According to the stock option agreement,
the options have a per share exercise price equal to $3.30, the fair market
value of the stock on the date of grant. One-fifth of the options are
immediately exercisable and one-fifth will vest on each anniversary date of the
grant over the next four years. Additionally, the options will become
immediately exercisable and fully vested in the event of a change of control, as
defined in the 2009 Omnibus. On September 20th, Mr. Laffer resigned as director,
pursuant to the Option Agreement the 160,000 unvested options were cancelled.
 The Company uses the Black-Scholes option-pricing model to estimate the
fair value of its stock options. The fair value of options was estimated on the
date of grant. Valuation assumptions used in the Black-Scholes option-pricing
model for options issued include (1) discount rate of 2.54% based upon United
States Treasury yields in effect at the time of the grant. (2) expected term of
6 years based upon simplified calculations due to the limited period of time
NIVS’ equity shares have been publicly traded (3) expected volatility of 86.63%
and (4) zero expected dividends. The calculated fair value of the grant was
$2.45 per share. The compensation cost of the option in $98,096 as of September
30, 2010.





On August
16, 2010, pursuant to the Company’s 2009 Omnibus Incentive Plan (the “Plan”),
the Compensation Committee of the Board of Directors of NIVS IntelliMedia
Technology Group, Inc. (the “Company”) granted stock options to purchase an
aggregate of 2.3 million shares of the Company’s common stock to certain of the
Company’s senior management.   Mr. Kwok Fu (Jason) Wong, the Vice
President of Investor Relations, and Mr. Dongquan Zhang, the Chief Technology
Officer, were each granted options to purchase up to 1 million shares of common
stock.  Mr. Zhigang Hu, the Vice President of Sales and Marketing, was
granted options to purchase up to 300,000 shares of common stock.  The
grants were made in light of each grantee’s contributions to the Company during
2009 and 2010, in addition as an incentive to encourage continued contributions
to the Company going forward. The options have a per share exercise price of
$2.15 and expire on August 16, 2020.  One-half of the options are
immediately exercisable and one-fourth shall vest on each of the first and
second anniversaries of the date of grant.   The Committee also
approved an additional grant to be made to Mr. Wong as of January 1, 2011
options to purchase an additional 500,000 shares of common stock with a per
share exercise price equal to the closing trade price of the Company’s common
stock on January 1, 2011. The Company uses the Black-Scholes option-pricing
model to estimate the fair value of its stock options. The fair value of options
was estimated on the date of grant. Valuation assumptions used in the
Black-Scholes option-pricing model for options issued include (1) discount rate
of 3.83% based upon United States Treasury yields in effect at the time of the
grant. (2) expected term of 5.38 years based upon simplified calculations due to
the limited period of time NIVS’ equity shares have been publicly traded (3)
expected volatility of 83.65% and (4) zero expected dividends. The calculated
fair value of the grant was $1.51 per share. The compensation costs of these
options are $1,874,787 as of September 30, 2010.





No stock
options were exercised during the nine months ended September 30,
2010.




- 13
-




ITEM
      2.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS.





Special
Note Regarding Forward Looking Statements





In
addition to historical information, this report contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We
use words such as “believe,” “expect,” “anticipate,” “project,” “target,”
“plan,” “optimistic,” “intend,” “aim,” “will” or similar expressions which are
intended to identify forward-looking statements. Such statements include, among
others, those concerning market and industry segment growth and demand and
acceptance of new and existing products; any projections of sales, earnings,
revenue, margins or other financial items; any statements of the plans,
strategies and objectives of management for future operations; any statements
regarding future economic conditions or performance; as well as all assumptions,
expectations, predictions, intentions or beliefs about future events. You are
cautioned that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties, including those identified in
Item 1A, “Risk Factors” in our Annual Report on Form 10-K for our fiscal year
ended December 31, 2009 and in our other filings with the SEC, as well as
assumptions, which, if they were to ever materialize or prove incorrect, could
cause the results of the Company to differ materially from those expressed or
implied by such forward-looking statements.





Readers
are urged to carefully review and consider the various disclosures made by us in
this report and our other filings with the SEC. These reports attempt to advise
interested parties of the risks and factors that may affect our business,
financial condition and results of operations and prospects. The forward-looking
statements made in this report speak only as of the date hereof and we disclaim
any obligation, except as required by law, to provide updates, revisions or
amendments to any forward-looking statements to reflect changes in our
expectations or future events.





Use
of Terms





Except as
otherwise indicated by the context, all references in this report
to:





·
            “we,”
      “us,” “our” or “the Company,” are to the combined business of NIVS
      IntelliMedia Technology Group, Inc., a Delaware corporation, and its
      direct and indirect subsidiaries, NIVS BVI, NIVS HK, NIVS PRC, NIVS
      Shenzhen and Dongri;


·
            “NIVS
      BVI” are to Niveous Holding Company Limited, a BVI
  company;


·
            “NIVS
      HK” are to NIVS International (H.K.) Limited, a Hong Kong
      company;


·
            “NIVS
      PRC” are to NIVS (HZ) Audio & Video Tech Company Limited, a PRC
      company;


·
            “NIVS
      Shenzhen” are to NIVS (HZ) Audio & Video Tech Company Limited Shenzhen
      Branch, a PRC company;


·
            “Dongri”
      are to Huizhou Dongri Digital Co., Ltd., a PRC
  company;


·
            “BVI”
      are to the British Virgin Islands;


·
            “Hong
      Kong” are to the Hong Kong Special Administrative Region of the People’s
      Republic of China;


·
            “PRC,”
      “China,” and “Chinese,” are to the People’s Republic of
    China;


·
            “SEC”
      are to the Securities and Exchange
Commission;


·
            “Securities
      Act” are to the Securities Act of 1933, as
  amended;


·
            “Exchange
      Act” are to the Securities Exchange Act of 1934, as
    amended;


·
            “Renminbi”
      and “RMB” are to the legal currency of China;
  and


·
            “U.S.
      dollars,” “dollars” and “$” are to the legal currency of the United
      States.





Overview
of our Business





Through
NIVS PRC, we engage in the development, production and sales of consumer
electronic products. Our products primarily consist of audio and video products,
including digital audio systems, televisions, digital video broadcasting, or
DVB, set-top boxes, DVD players, as well as audio/video peripheral and accessory
products. We have invested substantial resources in the research and development
of our intelligent audio and video consumer products, most of which utilize our
Chinese speech interactive technology to permit users to control our products
through their spoken commands. We recently added mobile phones and other 3G
communication devices to our product portfolio. In January 2010, we acquired
Dongri, a mobile phone product manufacturer, for a purchase price of up to $23
million.




- 14
-




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





A small
number of customers account for a very significant percentage of our revenue.
For the nine months ended September 30, 2010, we had four customers that each
accounted for at least 5% of the revenues that we generated. These five
customers accounted for a total of approximately 40.1% of our revenue for that
period.  During the nine months ended September 30, 2009, we had three
customers that accounted for close to 5% of our sales.  Unless we
replace a customer, the loss of any of these customers could have a
material adverse effect upon our revenue and net income.





We have
longstanding business relationships with certain suppliers with stable supply
sources, and we believe this practice helps us reduce our risk on shortage of
raw material supply.  We also enter into one-year agreements with some
of our suppliers that provide our forecast of the quantity that we believe that
we will need for the upcoming year.  These agreements typically result
in obtaining a discount on our purchases from our suppliers during the year as
we submit purchase orders further to the agreements.  Notwithstanding
our practices to reduce the cost of our materials, price fluctuations of
materials will still affect our production cost and gross margin.





Various
factors may impact our Company’s performance in different ways. Our ability to
compete effectively in light of the short life cycle of many of our products is
related to the amount of resources we invest in research and development and how
quickly we are able to produce new product models to replace products with older
functionality.  By upgrading our products, adding functionality, and
improving technological specifications, we can increase the value of such
products and the resulting product price, which can help compensate for losses
associated with the short life cycle of many of our products and can help
increase our revenue.  For example, the average selling price for
certain of our existing speaker and CRT TV products has been
declining.  By adding functionality and developing new design to our
speakers to form new intelligent audio and video equipment and shift CRT TV to
LCD TV production, we believe we increased the value of such products and the
resulting product price.





In
addition, we have shifted our focus from one product to another product that we
believe will increase our profitability. During the nine months of 2010, our
sales revenue for new intelligent audio and video equipment was approximately
$77.9 million, which represented an increase of approximately 42.9% compared to
revenue of $54.5 million from the sale of intelligent audio and video equipment
during the nine months of 2009. The increase in revenue for new intelligent
audio and video equipment resulted from an increase in sales volume. We believe
the increase in sales revenue and volume is a result of our investment of
resources into the research and development of new products and design, our
focus on the promotion of our brand, and expansion of our sales
channels.





Furthermore,
we have recently entered into the mobile phone and communication device market.
In January 2010, we agreed to pay up to $23 million in our acquisition of
Dongri, a mobile phone product manufacturer. We intend to devote additional
management time and resources to penetrating the mobile phone and communication
device market. We expect that Dongri will replace a significant portion of
outsourced manufacturing services as it relates to mobile phone products that we
previously utilized. Because we have our own factory and capabilities to produce
a large number of the important components needed for our mobile phone products,
we believe that the acquisition will ultimately be the most cost-effective
manner to provide mobile phones to the market. We expect that the margins on our
mobile phone products will be lower than our audio and video equipment; however,
with the acquisition of Dongri, we believe that we will be able to increase the
sales volume of our mobile phone products, which will increase our
revenues.




- 15
-





In the
past, we have relied more heavily on sales to OEMs for a significant portion of
our revenues; however, we have increased our focus on and investment of
resources in sales of our own brand, which we believe will permit us to decrease
our reliance on OEM sales. OEM sales accounted for approximately 31.7% of our
revenues for the nine months ended September 30, 2010, as compared to 56.1% for
the nine months ended September 30, 2009, and sales of products with our own
brand accounted for approximately 68.3% of our revenues for the nine months
ended September 30, 2010, as compared to 43.9% for the nine months
ended September 30, 2009.





Third
Quarter Financial Performance Highlights





The
following are some financial highlights for the third quarter:





·
            Revenues:
      Our revenues were $84.5million for the third quarter, an increase of 59.8%
      from last year.




·
            Gross
      margin: Gross margin was 20.5% for the third quarter, compared to
      22.5% last year.




·
            Income from
      operations before tax: Income from operations before tax was $7.7
      million for the third quarter, compared to $6.7 million last
      year.




·
            Net
      income: Net income was $6.0 million for the third quarter, compared
      to $5.5million last year.




·
            Fully
      diluted income per share: Fully diluted income per share was $0.12
      for the third quarter, compared to $0.14 last
  year.





Results
of Operations





Comparison of Three Months
Ended September 30, 2010 and September 30, 2009





The
following table sets forth key components of our results of operations for the
three months ended September 30, 2010 and 2009, both in dollars and as a
percentage of revenues.





(All
amounts, other than percentages, in thousands of U.S. dollars)





Three Months Ended
                  September 30, 2010
                
                
                Three Months Ended
                  September 30, 2009Amount
                
                
                Percentof
                  Revenues
                
                
                Amount
                
                
                Percentof
                  RevenuesRevenues
                
                $
                84,400,427
                
                
                
                99.9
                %
                
                $
                52,384,695
                
                
                
                99.1
                %Other
      revenues
                
                
                76,004
                
                
                
                0.01
                %
                
                
                473,123
                
                
                
                0.9
                %Cost
      of goods sold
                
                
                (67,129,754
                )
                
                
                (79.5
                )%
                
                
                (40,596,192
                )
                
                
                (77.5
                )%Gross
      profit
                
                
                17,346,677
                
                
                
                20.5
                %
                
                
                11,901,626
                
                
                
                22.5
                %Selling
      expenses
                
                
                2,161,817
                
                
                
                2.6
                %
                
                
                2,327,577
                
                
                
                4.4
                %General
      and administrativeAmortization
                
                
                831,625
                
                
                
                1.0
                %
                
                
                24,270
                
                
                
                0
                %Depreciation
                
                
                86,005
                
                
                
                0.1
                %
                
                
                83,903
                
                
                
                0.2
                %Stock-based
      Compensation
                
                
                1,972,883
                
                
                
                2.3
                %
                
                
                0
                
                
                
                0
                %Other
      general and administrative
                
                
                1,443,414
                
                
                
                1.7
                %
                
                
                1,154,369
                
                
                
                2.2
                %Total
      general and administrative
                
                
                4,333,972
                
                
                
                5.1
                %
                
                
                1,262,542
                
                
                
                2.4
                %Research
      and development
                
                
                2,702,743
                
                
                
                3.2
                %
                
                
                1,122,003
                
                
                
                2.1
                %Total
      operating expenses
                
                
                9,394,276
                
                
                
                10.9
                %
                
                
                4,712,122
                
                
                
                8.9
                %Income
      from operations
                
                
                7,952,401
                
                
                
                9.6
                %
                
                
                7,189,504
                
                
                
                13.6
                %Other
      income (expenses)Interest
      expense
                
                
                (575,962
                )
                
                
                (0.7
                )%
                
                
                (404,081
                )
                
                
                (0.8
                )%Sundry
      income (expense), net
                
                
                121,311
                
                
                
                0.1
                %
                
                
                (66,928
                )
                
                
                (0.1
                )%Total
      other income (expenses)
                
                
                (454,651
                )
                
                
                (0.5
                )%
                
                
                (471,009
                )
                
                
                (0.9
                )%Income
      before noncontrolling interest & income taxes
                
                
                7,497,750
                
                
                
                9.1
                %
                
                
                6,718,495
                
                
                
                12.7
                %Income
      taxes
                
                
                (1,541,039
                )
                
                
                (1.8
                )%
                
                
                (1,033,814
                )
                
                
                (2
                )%Noncontrolling
      interest
                
                
                (192,552
                )
                
                
                (0.2
                )%
                
                
                (146,805
                )
                
                
                (0.3
                )%Net
      income
                
                $
                5,959,948
                
                
                
                7.1
                %
                
                $
                5,537,876
                
                
                
                10.5
                %




- 16
-




Revenues.
Our revenues, which consist of sales of our products, were $84.5 million for the
three months ended September 30, 2010, an increase of $31.6 million, or 59.8 %,
compared to $52.9 million for the same period in 2009. The increase in revenue
was attributed mainly to the new mobile phone business and the improved sales
results for our intelligent audio and video products.   For the three
months ended September 30, 2010, our sales revenue for mobile phones was $19.5
million.  Sales revenue for our intelligent audio and video equipment
increased to $35.4 million, an increase of $10.1 million, or 39.9%, compared to
$25.3 million for the same period in 2009.  Our sales revenue for
standard audio equipment increased to $23.6 million, an increase of $4.9
million, or 26.2%, compared to $18.7 million for the same period in 2009. Sales
revenue for ourother products, including LCD televisions and other electronic
consumer products was $6.0 million, adecrease of $2.9 million, or 32.6%, compared to $8.9 million for the same
period in 2009. The decrease in sale of these
other products wasthe result of management’sdecision to discontinuesome of oursmall, low value, low margin
products.




For the
three months ended September 30, 2010, our sales volume for mobile phone
products was 1.5 million pieces.  Our sales volume for intelligent
audio and video equipment increased by 111.4% to 1.8 million pieces as compared
to 0.9 million pieces for the same period in 2009.  Our sales volume
for standard audio equipment increased by 20% to 1.2 million pieces as compared
to 1.0 million pieces for the same period in 2009. For the three months ended
September 30, 2010, our sales volume for the other electronic consumer products
decreased by 88% to 0.6 million pieces as compared to 5.0 million pieces for the
same period in 2009. We believe the increases in sales revenue and volume of
mobile phone products and audio and video products are a result of our
investment of resources including into the research and development of new
products and design to meet the requirements of the market, our focus on the
promotion of our brand, and expansion of our sales channels. The decrease in
volume in ourother product categories wasdue to management’s decision to leavethe market for
small, low value, low marginproducts, wherecompetition remains high due to alarge number of smaller
businesses in this area.


Cost of
sales.  Our cost of sales includes raw material, labor and
manufacturing overhead. Cost of sales were $67.1 million for the three months
ended September 30, 2010, an increase of $26.2 million, or 63.9%, compared to
$41.0 million for the same period in 2009. The increase was primarily a result
of the increase in sales and was consistent with the increase in our net
revenue. As a percentage of total revenue, cost of sales for the three months
ended September 30, 2010 and 2009 was 79.5% and 77.5%,
respectively.





Gross profit and
gross margin.  Gross profit for the three months ended
September 30, 2010 was $17.3 million, or 20.5% of revenues, compared to $11.9
million, or 22.5% of revenues, for the comparable period in 2009. The decrease
in our gross profit margin for the three months ended September 30, 2010 was
primarily due to the increase of mobile phone sales which had a lower gross
margin and were 22.6% of our total sales. Management believes the gross margin
of mobile phone may improve after we work to improve the efficiency of our new
production lines. Management considers gross profit to be a key performance
indicator in managing our business. Gross profit margins are a factor of cost of
sales, product mix and product demand.





Selling
expenses.  Our selling expenses mainly include marketing,
shipping, insurance, wage and other expenses. Selling expenses were
$2.2 million for the three months ended September 30, 2010 a decrease of
$0.2 million, or  7.1%, compared to $2.3 million for the same
period in 2009.




Research and
development expenses.  Our research and development expenses
were $2.7 million for the three months ended September 30, 2010, an increase of
$1.6 million, or 140.9%, compared to $1.1 million for the same period in 2009.
The increase was caused by increasedresearch and development spending during
the 2010 periodfor mobile phone products and also for new audio and
video productresearch and development and
the upgrading of old products to meet the market need. We believe that our focus
on research and development contributed to the increase in our total sales. In
the future, we expect to continue to engage in research and development efforts
and to enable us to improve and expand our manufacturing
capabilities.




- 17
-




General and
administrative expenses.  Our general and administrative
expenses include amortization, depreciation, professional fees, office expenses,
salary and wages, stock based compensation, utilities and other
expenses.  Stock-based Compensation of $2.0 million for the 2010 thirdquarter was a new expense, andis responsible for most of the increase in
this category when compared to the same periodlast year. Amortization of $0.8
million was another largeincrease when
compared to the same periodlast year. This increase in Amortization was mostly
associated with the consolidation ofDongri’s intangible assets in
connection withour purchase of Dongri.  Other  General and
Administrative expenses were $1.4 million for the three months ended September
30, 2010, an increase of $0.3 million, or 25.0%, compared to $1.2 million
for the same period in 2009.




Interest
expenses.  Interest expenses were $0.6 million and $0.4 million
for the three months ended September 30, 2010 and 2009, respectively. The
increase was due to the increase in the bank loans during the three months ended
September 30, 2010.





Income
taxes.  Income tax provisions for the three months ended
September 30, 2010 were $1.5 million, as compared to $1.03 million for the three
months ended September 30, 2009. The increase is mainly due to an increase in
the taxable income for the three months ended September 30, 2010. As a high-tech
enterprise, NIVS PRC’s effective income tax rates for the three months ended
September 30, 2010 and September 30, 2009 were 15%. Dongri, as a manufacturing
enterprise established in Huizhou, PRC, was entitled to a preferential
Enterprise Income Tax, or EIT, rate.  Dongri had a tax holiday of two years
100% exemption starting from the first profitable year 2008, and followed by 3
years of 50% tax deduction.  Dongri’s effective income tax rates for
the three months ended September 30, 2010 and September 30, 2009 were 12.5% and
0%, respectively. On March 16, 2007, the National People’s Congress of China
enacted a new PRC Enterprise Income Tax Law, under which foreign invested
enterprises and domestic companies will be subject to enterprise income tax at a
uniform rate of 25%. The new law became effective on January 1, 2008. During the
transition period for enterprises established before March 16, the tax rate will
be gradually increased starting in 2008 and be equal to the new tax rate in
2012. We believe that our profitability will be negatively affected as a result
of the new tax law.





Net
income.  Net income was $6.0 million for the three months ended
September 30, 2010, an increase of $0.4 million, or 8.0%, compared to $5.5
million for the same period in 2009.





Comparison of Nine Months
Ended September 30, 2010 and September 30, 2009





The
following table sets forth key components of our results of operations for the
nine months ended September 30, 2010 and 2009, both in dollars and as a
percentage of revenues.





(All
amounts, other than percentages, in thousands of U.S. dollars)





Nine Months Ended
                  September 30, 2010
                
                
                Nine Months Ended
                  September 30, 2009Amount
                
                
                Percentof
                  Revenues
                
                
                Amount
                
                
                Percentof
                  RevenuesRevenues
                
                $
                236,110,408
                
                
                
                99.9
                %
                
                $
                122,501,145
                
                
                
                99.5
                %Other
      revenues
                
                
                198,467
                
                
                
                0.1
                %
                
                
                625,572
                
                
                
                0.5
                %Cost
      of goods sold
                
                
                (189,589,817
                )
                
                
                (80.2
                )%
                
                
                (95,226,516
                )
                
                
                (77.3
                )%Gross
      profit
                
                
                46,719,058
                
                
                
                19.8
                %
                
                
                27,900,201
                
                
                
                22.7
                %Selling
      expenses
                
                
                5,680,694
                
                
                
                2.4
                %
                
                
                5,595,689
                
                
                
                4.5
                %General
      and administrativeAmortization
                
                
                2,460,952
                
                
                
                1
                %
                
                
                60,063
                
                
                
                0
                %Depreciation
                
                
                262,044
                
                
                
                0.1
                %
                
                
                248,227
                
                
                
                0.2
                %Stock-based
      Compensation
                
                
                1,972,883
                
                
                
                0.8
                %
                
                
                0
                
                
                
                0
                %Other
      general and administrative
                
                
                4,867,208
                
                
                
                2.1
                %
                
                
                3,119,359
                
                
                
                2.5
                %Total
      general and administrative
                
                
                9,563,087
                
                
                
                4.0
                %
                
                
                3,427,649
                
                
                
                2.8
                %Research
      and development
                
                
                7,621,108
                
                
                
                3.2
                %
                
                
                2,457,478
                
                
                
                2
                %Total
      operating expenses
                
                
                22,864,889
                
                
                
                9.7
                %
                
                
                11,480,816
                
                
                
                9.3
                %Income
      from operations
                
                
                23,854,169
                
                
                
                10.1
                %
                
                
                16,419,385
                
                
                
                13.3
                %Other
      income (expenses)Interest
      expense
                
                
                (1,406,703
                )
                
                
                (0.6
                )%
                
                
                (1,290,306
                )
                
                
                (1
                )%Sundry
      income (expense), net
                
                
                45,708
                
                
                
                0
                %
                
                
                9,981
                
                
                
                0
                %Total
      other income (expenses)
                
                
                (1,360,995
                )
                
                
                (0.6
                )%
                
                
                (1,280,325
                )
                
                
                (1
                )%Income
      before noncontrolling interest and income taxes
                
                
                22,493,174
                
                
                
                9.5
                %
                
                
                15,139,060
                
                
                
                12.3
                %Income
      taxes
                
                
                (4,101,562
                )
                
                
                (1.7
                )%
                
                
                (2,309,683
                )
                
                
                (1.9
                )%Noncontrolling
      interest
                
                
                (514,369
                )
                
                
                (0.2
                )%
                
                
                (327,549
                )
                
                
                (0.3
                )%Net
      income
                
                $
                17,877,243
                
                
                
                7.6
                %
                
                $
                12,501,828
                
                
                
                10.2
                %




- 18
-




Revenues.
Our total revenues were $236.3 million for the nine months ended September 30,
2010, an increase of $113.2 million, or 91.9%, compared to $123.1 million
for the same period in 2009. The increase in revenue was attributed mainly to
the addition of new mobile phone business to the group and the increased demand
for our products, which we believe is a result of our market
expansion.  For the nine months ended September 30, 2010, mobile phone
business has contributed $69.0 million in revenue, 29.2% of totalgroup sales. Our sales revenue for standard
audio equipment was to $48.9 million, a decrease of $11.9 million, or
19.6%, compared to $60.8 million for the same period in 2009. Sales revenue
for our intelligent audio and video equipment increased to $77.9 million, an
increase of $23.3 million, or 42.7%, compared to $54.6 million for the same
period in 2009. Sales revenue for all our other products, increased to
$39.6 million, an increase of 457.7% compared to $7.1 million for the same
period in 2009.




For the
nine months ended September 30, 2010, our sales volume for standard audio
equipment was 3.4 million pieces as compared to 3.0 million pieces for the same
period in 2009. Our sales volume for intelligent audio and video equipment
increased by 220% to 4.8 million pieces as compared to 1.5 million pieces for
the same period in 2009. For the nine months ended September 30, 2010, our sales
volume for all our other product decreased by 83.7% to 2.4 million pieces
as compared to 14.7 million pieces for the same period in 2009. We believe the
increases in sales revenue and volume are a result of our investment of
resources into the research and development of new products and design to meet
the requirements of the market, our focus on the promotion of our brand, and
expansion of our sales channels. The decrease in volume inother product categoriesis due to management’s decision to leavethe market for
some of our smaller,low invalue, lowmargin products.  The market for such products tend
to be more competitive with fewer returns due to the largernumber of
smaller businesses engagedin price
wars.




Cost of
sales.  Our cost of sales were $189.6 million for the nine
months ended September 30, 2010, an increase of $94.4 million, or 99.1%,
compared to $95.2 million for the same period in 2009. The increase was
primarily a result of the increase in sales and was relatively consistent with
the increase in our net revenue. As a percentage of revenue, cost of sales for
the nine months ended September 30, 2010 and 2009 was 80.3% and 77.7%,
respectively.





Gross profit and
gross margin. Gross profit for the nine months ended September 30, 2010
was $46.8 million, or 19.8% of revenues, compared to $27.9 million, or
22.7% of revenues, for the comparable period in 2009. Gross profit margins are a
factor of cost of sales, product mix and product demand. The decrease in gross
margin is primarily due to the increase of mobile phone sales
which had lower gross margin and were 29.2% of our total
sales. Management believes the gross margin of mobile phone may improve
after we work to improve the efficiency of our new production
lines.





Selling
expenses.  Selling expenses were $5.7 million for the nine
months ended September 30, 2010, an increase of $0.1 million, or 1.5%, compared
to $5.6 million for the same period in 2009.




- 19
-




Research and
development expenses.  Research and development expenses were
$7.6 million for the nine months ended September 30, 20010, an increase of
$5.2  million, or 210.1%, compared to $2.5 million for the same period
in 2009. A substantialportion of the
increase was related to research and development spending during the 2010 periodfor mobile phone products.
We believe that our focus on research and development contributed to the
increase in our total sales. In the future, we expect to continue our research
and development efforts and to enable us to manufacture better
products.




General and
administrative expenses.  General and administrative expenses
were $9.6 million for the nine months ended September 30, 2010, an increase
of $6.1 million, or 179.0%, compared to $3.4 million for the same period in
2009. A substantial portion of the increase for the nine months ended September
30, 2010 was due to the increase in financing cost, amortization expense of
intangible assets that is associated with theacquisition of Dongri in January 2010 and also the issuance of stock
based compensation.  Some of ourgeneral administrative expense are unique to apublic reporting company.




Interest
expenses.  Interest expenses were $1.4 million and $1.3 million
for the nine months ended September 30, 2010 and 2009,
respectively.





Income
taxes.  Income tax provisions for the nine months ended
September 30, 2010 were $4.1 million, compared to $2.3 million for the nine
months ended September 30, 2009. The increase was primarily due to
an increase in the taxable income for the nine months ended September 30,
2010.





Net
income.  Net income was $17.9 million for the nine months ended
September 30, 2010, an increase of $5.3 million, or 43.0%, compared to
$12.5 million for the same period in 2009.





Liquidity
and Capital Resources





We had an
unrestricted cash balance of approximately $23.8 million as of September 30,
2010, as compared to $5.9 million as of December 31, 2009. In addition, we also
had approximately $2.2 million in restricted cash as of September 30, 2010, as
compared to $4.8 million as of December 31, 2009.  We had working
capital of approximately $12.6 million as of September 30, 2010 and working
capital of $3.3 million as of December 31, 2009. The
following table provides detailed information about our net cash flow for the
noted periods:





CASH
FLOW





Nine Months Ended September 30,2010
                
                
                2009Net
      cash provided by (used in) operating activities
                
                $
                4,208,175
                
                
                $
                3,462,764Net
      cash provided by (used in) investing activities
                
                
                (26,024,095
                )
                
                
                2,775,976Net
      cash provided by (used in) financing activities
                
                
                38,972,756
                
                
                
                (4,378,795
                )Effects
      of foreign currency translation
                
                
                743,071
                
                
                
                (35,123
                )Net
      increase (decrease) in cash and cash equivalents
                
                
                17,899,907
                
                
                
                1,824,822Cash
      and cash equivalents at beginning of the period
                
                
                5,916,224
                
                
                
                461,504Cash
      and cash equivalent at end of the period
                
                
                23,816,131
                
                
                
                2,286,326





Operating
Activities





Net cash
provided by operating activities was $4.2 million for the nine months ended
September 30, 2010, compared to net cash provided by operating activities of
$3.5 million for the nine months ended September 30, 2009.





Investing
Activities




Investing
activity during the nine months ended September 30, 2010 and 2009 included the
purchasing of property and equipment and intangible assets, which resulted in
net cash used in investing activities of $26.0 million for the nine months ended
September 30, 2010, compared to net cash provided by investing activities of
$2.8 million for the nine months ended September 30, 2009.




The
increase in net cash used in investing activities was primarily due to the
acquisition of Dongri, construction on Phase II and purchase of production
equipment and partially offset by adecrease in restricted cash. In June 2008, we entered into an
agreement for the construction of anew
factory at a contracted price of RMB 36,117,340 (approximately $5,304,665).  The plant
renovation and the equipment installation were completed atthe end of 2009. As of September 30, 2010, we
had paid $16.6 million for the acquisition of Dongri and$20.7 million for the purchase of production
equipment and construction on Phase II of the factory.


- 20
-


Financing
Activities




Net cash
provided by financing activities amounted to $39.0 million for the nine months
ended September 30, 2010, compared to net cash used by financing activities of
$4.4 million for the nine months ended September 30, 2009.  The
increase in cash provided was primarily a result of our secondary offering
closed in April, 2010 and an increase in bank loans, partially offset by an
increase in the payment of bank notes.





In April
2010, we completed a public offering of 7,294,832 shares of our common stock at
a public offering price of $3.29 per share.  We received approximately
$22.2 million, net of offering costs of approximately $1.8
million.  In connection with the public offering, we granted the
underwriters a 45-day option to purchase up to an additional 1,094,224 shares of
our common stock solely to cover over-allotments, if any.





Current
Assets





Our
accounts receivable has been a decreasingly significant portion of our
current assets, representing $50 million, and $33.2 million, or 48.7% and 52.6%
of current assets, at September 30, 2010 and December 31, 2009,
respectively.  If customers responsible for a significant amount of
accounts receivable were to become insolvent or otherwise unable to pay for our
products, or to make payments in a timely manner, our liquidity and results
of operations could be materially adversely affected. An economic or industry
downturn could materially adversely affect the servicing of these accounts
receivable, which could result in longer payment cycles, increased collections
costs and defaults in excess of management’s expectations. A significant
deterioration in our ability to collect on accounts receivable could affect our
cash flow and working capital position and could also impact the cost or
availability of financing available to us.





We provide our major customers with payment terms ranging from 30
to 90 days. Additionally, our production lead time is approximately three weeks,
from the inspection of incoming materials, to production, testing and packaging.
We need to keep a large supply of raw materials and finished goods inventory on
hand to ensure timely delivery of our products to our customers. We maintain an
allowance for doubtful accounts for estimated losses resulting from
the inability of our customers to make required payments. Allowance for
doubtful accounts is based on our assessment of the aging of accounts
receivable, the collectability of specific customer accounts, our history of bad
debts, and the general condition of the industry.




Our aging
of accounts receivables could result in our inability to collect receivables
requiring us to increase our doubtful accounts reserve, which would decrease our
net income and working capital.  We did not have anybad debts in the nine-months periods
ended September 30,2010 and 2009.




As of
September 30, 2010, inventories amounted to $24.0 million, compared to $9.6
million at December 31, 2009. We have experienced increased sales volume and we
have also launched promotion campaign in domestic market in the first nine
months of 2010, we are also preparing for major sales and marketing campaigns,
as a result, we need to maintain certain amounts of finished goods to meet the
customers’ demand when launching nationwide promotion campaign. We expect to
experience an increase in our inventory levels going forward, including both of
raw material and finished goods. We maintain certain reserve amounts of raw
materials in our inventories and engage in long-term arrangements with suppliers
in an attempt to protect against any rising prices and shortages of raw
materials used to manufacture our products.





Capital
Expenditures




In
October 2009, we commenced construction on Phase II of our factory in Huizhou,
which will include a new manufacturing facility and dormitory. ThePhase IImanufacturing facility, adjacent to Phase I, will span approximately
36,000 square meters and will be dedicated to designing and making super thin
LEDTVs, HD LCDTVs and 3G cell phones under the NIVS brand name for distribution
in China. The expected production capacity
will be 2 million TV sets and 1.5 million phones per year. The construction
ofPhase II wascompleted in the third quarter of 2010, andthe new facility is now undergoing the installation of machineryand
testing.  Our totalbudget forthe construction is RMB 53,500,000 (approximately $7,857,709).


- 21
-


Loan
Facilities





NIVS PRC
has entered into various revolving bank loans and bank notes to finance our
operation. Most of the loans are one year renewable. NIVS PRC had bank loans of
approximately $69.6 million and $51.7 million as of September 30, 2010 and
December 31, 2009, respectively. These loans carry annual interest rates of
approximately 1.6% to 5.8% with maturity dates ranging from 30 days to one year.
These loans are either unsecured or secured by the Company’s buildings,
equipment, receivables and land use rights. In China, it is customary practice
for banks and borrowers to negotiate roll-overs or renewals of short-term
borrowings on an on-going basis shortly before they mature. Although we have
renewed our short-term borrowings in the past, we cannot assure you that we will
be able to renew these loans in the future as they mature. In January 2010, the
Chinese government took steps to tighten the availability of credit including
ordering banks to increase the amount of reserves they hold and to reduce or
limit their lending. If we are unable to obtain renewals of these loans or
sufficient alternative funding on reasonable terms from banks or other parties,
we will have to repay these borrowings with the cash on our balance sheet or
cash generated by our future operations, if any.





Based
upon our present plans, we believe that cash on hand, cash flow from operations
and funds available to us through financing will be sufficient to fund our
current capital needs. We expect that our primary sources of funding for our
operations for this year will result from our continued use of bank loans and
bank notes and cash flow from operations to fund our operations during this
year. However, our ability to maintain sufficient liquidity depends partially on
our ability to achieve anticipated levels of revenue, while continuing to
control costs. If we did not have sufficient available cash, we would have to
seek additional debt or equity financing through other external sources, which
may not be available on acceptable terms, or at all. Failure to maintain
financing arrangements on acceptable terms would have a material adverse effect
on our business, results of operations and financial condition.




Obligations
under Material Contracts





Below is
a table setting forth our material contractual obligations as of September 30,
2010. Debt obligations include principal repayments and interest
payments:




Payments Due by PeriodContractual Obligations
                
                Total
                
                
                Less than 1
                  year
                
                
                1-3 years
                
                
                3-5 years
                
                
                More than
                  5 yearsShort
      Term Bank Loan & Bank Notes Payables
                
                $
                69,622,313
                
                
                $
                69,622,313
                
                
                $
                
                
                
                $
                
                
                
                $




In
January 2010, we acquired Dongri, a mobile phone product manufacturer, for a
purchase price of up to $23 million, with $13 million being paid within one
month of closing and up to an additional $10 million that may become payable at
future dates if Dongri meets after-tax income targets for the first half of
2010, the third quarter of 2010, and the fourth quarter of 2010.  We
are required to make additional payments owed to the seller of Dongri, if the
targets are met, no later than the 30 days after the filing of our quarterly or
annual report, as applicable, with the SEC for the respective period. Dongri has
met the preset targets for the first nine months of 2010 and we’ve paid the
amounts required bythe acquisition
contract.




In
January 2010, we entered into a purchase agreement with Kuanda (Xiamen)
Communications Co., Ltd and China PTAC Communications Services, on behalf of
China Telecom, for the purchase by China Telecom of our two 3G mobile phone
products.  The purchase agreement is contingent on delivery of the 3G
mobile phones representing the aggregate order by September 30, 2010. We have
delivered all the products in the first nine months of 2010.




- 22
-


Seasonality





The first
quarter is traditionally our low season due to the long Chinese New Year
Holiday, with sales gradually increasing in the second quarter. Sales are
usually highest in the fourth quarter as most of the factories in China will
ship out their stock to prepare for the Chinese New Year Holiday.




In late
August 2010, Dongri —a fully-owned NIVS subsidiary, and manufacturer of cell
phone handsets—commenced its three-week factory relocation. Although the
relocation to the NIVS factory compound proceeded smoothly, it has caused a
serious interruption to our operationsfor
the duration.  Despite this major disruption, Dongri’s third quarter
sales has reached $10.7 million, a record highsince its acquisition in January 2010.  Dongri's relocation is
a one off event.


Off-Balance
Sheet Arrangements





We do not
have any off-balance sheet arrangements.





Critical
Accounting Policies





There
have been no changes in our critical accounting policies from those disclosed in
under Item 7, “Management's Discussion and Analysis of Results of Operations and
Financial Condition” in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2009.





Recent
Accounting Pronouncements




In October 2009, the FASB issued ASU
No. 2009-13,Multiple-Deliverable Revenue
Arrangements—a consensus of the FASB Emerging Issues Task Force, that provides amendments to the criteria for
separating consideration in multiple-deliverable arrangements. As a result of
these amendments, multiple-deliverable revenue arrangements will be separated in
more circumstances than under existing U.S. GAAP. The ASU does this by
establishing a selling price hierarchy for determining the selling price of a
deliverable. The selling price used for each deliverable will be based on
vendor-specific objective evidence if available, third-party evidence if
vendor-specific objective evidence is not available, or estimated selling price
if neither vendor-specific objective evidence nor third-party evidence is
available. A vendor will be required to determine its best estimate of selling
price in a manner that is consistent with that used to determine the price to
sell the deliverable on a standalone basis. This ASU also eliminates the
residual method of allocation and will require that arrangement consideration be
allocated at the inception of the arrangement to all deliverables using the
relative selling price method, which allocates any discount in the overall
arrangement proportionally to each deliverable based on its relative selling
price. Expanded disclosures of qualitative and quantitative information
regarding application of the multiple-deliverable revenue arrangement guidance
are also required under the ASU. The ASU does not apply to arrangements for
which industry specific allocation and measurement guidance exists, such as
long-term construction contracts and software transactions.  The ASU
is effective beginning January 1, 2011. The Company is currently evaluating
the impact of this standard on the Company’s consolidated results of operations
and financial condition.
  In October 2009, the FASB issued ASU
No. 2009-14,Certain Revenue Arrangements That
Include Software Elements—a consensus of the FASB Emerging Issues Task
Force, that reduces the types of
transactions that fall within the current scope of software revenue recognition
guidance. Existing software revenue recognition guidance requires that its
provisions be applied to an entire arrangement when the sale of any products or
services containing or utilizing software when the software is considered more
than incidental to the product or service. As a result of the amendments
included in ASU No. 2009-14, many tangible products and services that rely
on software will be accounted for under the multiple-element arrangements
revenue recognition guidance rather than under the software revenue recognition
guidance. Under the ASU, the following components would be excluded from the
scope of software revenue recognition guidance:  the tangible element of
the product, software products bundled with tangible products where the software
components and non-software components function together to deliver the
product’s essential functionality, and undelivered components that relate to
software that is essential to the tangible product’s functionality. The ASU also
provides guidance on how to allocate transaction consideration when an
arrangement contains both deliverables within the scope of software revenue
guidance (software deliverables) and deliverables not within the scope of that
guidance (non-software deliverables). The ASU is effective beginning
January 1, 2011. The Company is currently evaluating the impact of this
standard on the Company’s consolidated results of operations and financial
condition.
  In January 2010, the FASB issued ASU No. 2010-6,
Improving Disclosures About Fair Value Measurements, that amends existing
disclosure requirements under ASC 820 by adding required disclosures about items
transferring into and out of levels 1 and 2 in the fair value hierarchy; adding
separate disclosures about purchase, sales, issuances, and settlements relative
to level 3 measurements; and clarifying, among other things, the existing fair
value disclosures about the level of disaggregation. This ASU is effective for
the first quarter of 2010, except for the requirement to provide level 3
activities of purchases, sales, issuances, and settlements on a gross basis,
which is effective beginning the first quarter of 2011. Since this standard
impacts disclosure requirements only, its adoption will not have a material
impact on the Company’s consolidated results of operations or financial
condition.




ITEM
      3.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.





Interest
Rate Risk





We are
exposed to interest rate risk primarily with respect to our short-term bank
loans and long-term bank loans. Although the interest rates, which are based on
the banks’ prime rates with respect to our short-term loans are fixed for the
terms of the loans, the terms are typically three to twelve months for
short-term bank loans and interest rates are subject to change upon
renewal.  There were no material changes in interest rates for
short-term bank loans renewed during the three months ended September 30,
2010.





A
hypothetical 1.0% increase in the annual interest rates for all of our credit
facilities under which we had outstanding borrowings at September 30, 2010,
would decrease net income before provision for income taxes by approximately
$0.02 million for the twelve months ended September 30,
2010.  Management monitors the banks’ prime rates in conjunction with
our cash requirements to determine the appropriate level of debt balances
relative to other sources of funds.  We have not entered into any
hedging transactions in an effort to reduce our exposure to interest rate
risk.





Foreign
Exchange Risk




While our
reporting currency is the U.S. Dollar, all of our consolidated sales and
virtually all our consolidated costs and expenses are denominated in RMB. All of
our assets are denominated in RMB except for cash. As a result, we are exposed
to foreign exchange risk as our sales and results of operations may be affected
by fluctuations in the exchange rate between U.S. Dollars and RMB. If RMB
depreciates against the U.S. Dollar, the value of our RMB sales, earnings and
assets as expressed in our U.S. Dollar financial statements will decline. Assets
and liabilities are translated at exchange rates at the balance sheet dates and
revenue and expenses are translated at the average exchange rates and
shareholders’ equity is translated at historical exchange rates. Any resulting
translation adjustments are not included in determining net income but are
included in determining other comprehensive income, a component of shareholders’
equity. We have not entered into any hedging transactions in an effort to reduce
our exposure to foreign exchange risk.




- 23
-


The value
of the RMB against the U.S. dollar and other currencies is affected by, among
other things, changes in China’s political and economic conditions. Since July
2005, the RMB has not been pegged to the U.S. dollar. Although the People’s Bank
of China regularly intervenes in the foreign exchange market to prevent
significant short-term fluctuations in the exchange rate, the RMB may appreciate
or depreciate significantly in value against the U.S. dollar in the medium to
long term.  Moreover, it is possible that in the future, PRC
authorities may lift restrictions on fluctuations in the RMB exchange rate and
lessen intervention in the foreign exchange market.




Inflation





Inflationary
factors such as increases in the cost of our product and overhead costs may
adversely affect our operating results.  Although we do not believe
that inflation has had a material impact on our financial position or results of
operations to date, a high rate of inflation in the future may have an adverse
effect on our ability to maintain current levels of gross margin and selling,
general and administrative expenses as a percentage of net revenues if the
selling prices of our products do not increase with these increased
costs.





ITEM
      4.
            CONTROLS
      AND PROCEDURES.





Disclosure
Controls and Procedures





We
maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under
the Exchange Act) that are designed to ensure that information that would be
required to be disclosed in Exchange Act reports is recorded, processed,
summarized and reported within the time period specified in the SEC’s rules and
forms, and that such information is accumulated and communicated to our
management, including to our Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required
disclosure.




As
required by Rule 13a-15 under the Exchange Act, our management, under the
supervision and with the participation of our Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of the design and operation of
our disclosure controls and procedures as of September 30, 2010. Based upon this
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures are not effective as of September
30, 2010 due to the deficiencies described below.





These
deficiencies consisted of inadequate staffing and supervision that could lead to
the untimely identification and resolution of accounting and disclosure matters
and failure to perform timely and effective reviews. In addition, there are
deficiencies in the recording and classification of accounting transactions and
a lack of personnel with expertise in US generally accepted accounting
principles and SEC rules and regulations.





Deficiencies
in our controls and procedures have led to restatements of our financial
statements.  In February 2010, we discovered that our financial
statements for the three months ended September 30, 2009 should not be relied
upon due to an error in the accounting record of selling expenses, resulting in
an overstatement of our selling expenses for the period. We also noted that our
financial statements for the three and nine months ended September 30, 2009
should not be relied upon due to an error in the accounting treatment of
unrecorded liabilities, resulting in an understatement of our liabilities and
cost and expenses for the periods in the amount of approximately $870,000
related to our non-payment of contributions to PRC housing provident funds for
our employees as required under PRC regulations.  In October and
December 2008, we also conducted restatements due to accounting
errors.





We have
taken steps to improve our controls and procedures by engaging (i) Protiviti, a
third party consulting firm with experience in implementing preventative
measures and controls and procedures, (ii) two consultants in the U.S. to help
us meet the public reporting requirements, and (iii) a financial consultant with
experience in public company reporting and advising China-based companies listed
in the United States. Under the direction of Protiviti, we set up quarterly
training seminars to department heads to ensure that they fully understand our
internal controls and procedures and to follow these procedures at work. Protiviti completed their field work
and submitted their recommendations to the Company in 2010. Protiviti is
currently conducting re-examinations and testing works to reevaluate our system
and procedures. We expect them to finish their work in December
2010. Furthermore, in January 2009, we appointed a new independent
director and Chairman of our Audit, Compensation, and Nominating Committees,
Charles Mo.




- 24
-


In
addition to the foregoing, we are seeking to improve our controls and procedures
in an effort to remediate these deficiencies through improving supervision,
education, and training of our accounting staff. As stated above, we have
engaged third-party financial consultants to review and analyze our financial
statements and assist us in improving our reporting of financial
information.  Management plans to enlist additional qualified in-house
accounting personnel and third-party accounting personnel to ensure that
management will have adequate resources in order to attain complete reporting of
financial information disclosures in a timely matter. We have signed extended
engagement with Protiviti to further help us in 2010 on internal controls
according to SEC regulations. We believe that the remedial steps that we have
taken and plan to take will address the conditions identified by our Chief
Executive Officer and Chief Financial Officer in our disclosure controls and
procedures. We will continue to monitor the effectiveness of these improvements.
We also plan to work with the outside consultants we have engaged in assessing
and improving our internal controls and procedures when necessary.





Changes
in Internal Controls over Financial Reporting





Due to
the implementation of the remedial measures described above, there were changes
in our internal controls over financial reporting during the period covered by
this report that have materially affected, or are reasonably likely to
materially affect our internal control over financial reporting.





PART
II


OTHER
INFORMATION





ITEM
      1.
            LEGAL
      PROCEEDINGS.





From time
to time, we may become involved in various lawsuits and legal proceedings, which
arise, in the ordinary course of business. However, litigation is subject to
inherent uncertainties, and an adverse result in these, or other matters, may
arise from time to time that may harm our business. We are currently not aware
of any such legal proceedings or claims that we believe will have a material
adverse affect on our business, financial condition or operating
results.





ITEM
      1A.
            RISK
      FACTORS.





Any
investment in our common stock involves a high degree of risk. Investors should
carefully consider the risks described below and all of the information
contained in our public filings before deciding whether to purchase our common
stock. There have been no material revisions to the “Risk Factors” as set forth
in our annual report on Form 10-K as filed with the SEC on March 24,
2010.





ITEM
      2.
            UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS.





None.





ITEM
      3.
            DEFAULTS
      UPON SENIOR SECURITIES.





None.





ITEM
      4.
            (REMOVED
      AND RESERVED).




ITEM
      5.
            OTHER
      INFORMATION.





We have
no information to disclose that was required to be in a report on Form 8-K
during the period covered by this report, but was not reported. There have been
no material changes to the procedures by which security holders may recommend
nominees to our board of directors.




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ITEM
      6.
              EXHIBITS.
 
 The
following exhibits are filed as part of this report or incorporated by
reference:


Exhibit
                  No.
                
                Description31.1
                
                Certifications
      of Principal Executive Officer filed pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.31.2
                
                Certifications
      of Principal Financial Officer filed pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.32.1
                
                Certifications
      of Principal Executive Officer furnished pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.2
                
                Certifications
      of Principal Financial Officer furnished pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.


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SIGNATURES





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





Date:
      November 4, 2010
                NIVS
      INTELLIMEDIA TECHNOLOGY GROUP, INC.By:
                /s/ Tianfu LiTianfu
      Li, Chief Executive Officer(Principal
      Executive Officer)




By:
              /s/ Alexander ChenAlexander
      Chen, Chief Financial Officer(Principal
      Financial Officer and Principal
                Accounting
      Officer)




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